8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

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


      Date of Report (Date of earliest event reported): September 1, 1995



                              DYNATECH CORPORATION
               (Exact name of Registrant as specified in charter)



Massachusetts                    0-7438                           04-2258582
- ---------------         ------------------------             -------------------
(State or other         (Commission file number)                (IRS employer
jurisdiction of                                              identification no.)
incorporation)                             


       3 New England Executive Park, Burlington, Massachusetts 01803-5087
              (Address of principal executive offices) (Zip Code)

                                 (617) 272-6100
              (Registrant's telephone number, including area code)



Item 5.  Other Events

     On  September  1,  1995,  Dynatech  Corporation  (the  "Company")  and  its
wholly-owned  indirect  subsidiary,   Dynatech  Communications,   Inc.  ("DCI"),
acquired and assumed the business and certain of the assets and  liabilities  of
Virginia Tele-Path Industries, Inc., a Virginia corporation ("TPI"), pursuant to
the terms of an Asset Purchase  Agreement  dated as of August 23, 1995 among the
Company,  DCI,  TPI and all of the  stockholders  of TPI  (the  "Asset  Purchase
Agreement").  The  aggregate  consideration  paid by the Company and DCI for the
business and acquired  assets of TPI totaled  approximately  $23.6 million,  and
consisted of approximately $9.9 million in cash and approximately 688,100 shares
of the Company's  common stock,  $.20 par value per share (the "Shares"),  which
Shares  were  previously  held  in the  Company's  treasury.  Acquired  complete
technology and other  intangible  assets of  approximately  $8 million are being
amortized  over five years.  Acquisition  of  incomplete  technology  of ongoing
research and  development  activities of TPI will result in a one-time,  pre-tax
charge of approximately $16 million, reflecting an expensing of these in-process
research  values.  Final values will be determined upon completion and review of
due diligence.

         In  accordance  with the terms of the  Asset  Purchase  Agreement,  the
Company has agreed to use its best efforts to cause the Shares to be  registered
under the Securities Act of 1933, as amended (the "Act"),  to pay  substantially
all of the expenses of such  registration,  and to maintain the effectiveness of
such registration for a period of 36 months. In addition, in accordance with the
terms of the Asset Purchase  Agreement,  if the Shares have not been  registered
under  the Act prior to  November  1,  1995,  the  Company  may be  required  to
repurchase a substantial  portion of the Shares at the price at which the Shares
were issued to TPI.  The Shares to be  registered  may not be offered or sold in
the  United  States  absent   registration  or  an  applicable   exemption  from
registration requirements.

         The foregoing  description of the terms of the Asset Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Asset  Purchase  Agreement  which is  attached  hereto as an exhibit  and is
incorporated herein by reference.

     TPI, headquartered in Salem, Virginia, is a supplier of communications test
equipment,  marketing  products  used by regional Bell  operating  companies and
other  communications  service  providers  to  test  North  American  Integrated
Services Digital Networks (ISDN) technology standards.  ISDN is a communications
service which turns a standard copper phone line into a high-speed  digital link
that can send voice and data simultaneously.  TPI, with current annualized sales
of approximately $20 million, reported sales of $13.6 million and pre-tax income
of $3.4 million for calendar  1994.  The Company  intends to continue to use the
assets of TPI  within  the same  industry  in which  they were used prior to the
acquisition.



                                       2


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a)      Financial Statements of Business Acquired.  Not required.

         (b)      Pro Forma Financial Information.  Not required.

         (c)      Exhibits

                  2.1  Asset Purchase Agreement,  dated as of August 23, 1995,
                       by and among Dynatech  Communications,  Inc.,  Dynatech
                       Corporation,   Virginia  Tele-Path   Industries,   Inc.
                       ("TPI") and the stockholders of TPI.*


                  * The Company  will supply the  Commission  upon  request with
                  copies of any  exhibit or schedule to Exhibit 2.1 which is not
                  included herein.


                                       3


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to be filed  on its  behalf  by the
undersigned thereunto duly authorized

                              DYNATECH CORPORATION



Dated:  September 7,  1995       By:  ROBERT H. HERTZ
                                      Chief Financial Officer



                                       4

EX-2

                                  Exhibit 2.1









                            ASSET PURCHASE AGREEMENT

                                  by and among

                         DYNATECH COMMUNICATIONS, INC.
                                    as Buyer

                                      and

                              DYNATECH CORPORATION

                                      and

                      VIRGINIA TELE-PATH INDUSTRIES, INC.
                                   as Seller

                                      and

            ALL STOCKHOLDERS OF VIRGINIA TELE-PATH INDUSTRIES, INC.



                             As of August 23, 1995











                            ASSET PURCHASE AGREEMENT

                                     INDEX
                                                                           Page


1.    PURCHASE AND SALE OF ASSETS............................................1
      1.1     Sale of Assets.................................................1
      1.2     Assumption of Liabilities......................................2
      1.3     Purchase Price and Payment; Adjustments........................3
      1.4     Time and Place of Closing......................................5
      1.5     Delivery of Agreement of Assumption of Liabilities.............6
      1.6     Transfer of Subject Assets.....................................6
      1.7     Delivery of Records and Contracts..............................6
      1.8     Further Assurances.............................................6
      1.9     Allocation of Purchase Price...................................7
      1.10    Sales and Transfer Taxes.......................................7
      1.11    Collection of Pre-Closing Receivables..........................7

2.    REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS..............8
      2.1     Making of Representations and Warranties.......................8
      2.2     Organization and Qualification of Seller.......................8
      2.3     Subsidiaries...................................................8
      2.4     Capital Stock of Seller; Beneficial Ownership..................8
      2.5     Authority of Seller and the Stockholders.......................9
      2.6     Status of Property............................................10
      2.7     Financial Statements..........................................13
      2.8     Taxes.........................................................14
      2.9     Affiliated Loans..............................................15
      2.10    Inventories...................................................15
      2.11    Absence of Certain Changes....................................15
      2.12    Ordinary Course...............................................16
      2.13    Banking Relations.............................................17
      2.14    Intellectual Property.........................................17
      2.15    Contracts.....................................................18
      2.16    Litigation....................................................19
      2.17    Compliance with Laws..........................................20
      2.18    Insurance.....................................................20
      2.19    Warranty or Other Claims......................................20
      2.20    Powers of Attorney............................................20
      2.21    Finder's Fee..................................................21
      2.22    Permits; Burdensome Agreements................................21
      2.23    Corporate Records.............................................21
      2.24    Transactions with Interested Persons..........................21
      2.25    Employee Benefit Plans........................................21
      2.26    Environmental Matters.........................................23



                                                                           Page

      2.27    Disclosure....................................................24
      2.28    Employees; Labor Matters......................................25
      2.29    Compliance with Securities Laws; Restrictions on Transfer of
              Dynatech Shares...............................................25

3.    COVENANTS OF SELLER...................................................26
      3.1     Making of Covenants and Agreements............................26
      3.2     Conduct of Business...........................................26
      3.3     Consummation of Agreement.....................................27
      3.4     Authorization from Others.....................................27
      3.5     Notice of Default.............................................27
      3.6     Cooperation of Seller.........................................27
      3.7     Non-competition...............................................27
      3.8     No Solicitation of Other Offers...............................28
      3.9     Confidentiality...............................................28
      3.10    Hart-Scott-Rodino Filings.....................................28
      3.11    Employees.....................................................28

4.    REPRESENTATIONS AND WARRANTIES OF BUYER AND DYNATECH..................29
      4.1     Making of Representations and Warranties......................29
      4.2     Organization..................................................29
      4.3     Authority of Buyer............................................29
      4.4     Litigation....................................................30
      4.5     Stock.........................................................30

5.    COVENANTS OF BUYER AND DYNATECH.......................................30
      5.1     Making of Covenants and Agreement.............................30
      5.2     Consummation of Agreement.....................................30
      5.3     Hart-Scott-Rodino Filings.....................................30
      5.4     Confidentiality...............................................30

6.    CONDITIONS............................................................31
      6.1     Conditions to Obligations of Buyer and Dynatech...............31
      6.2     Conditions to Obligations of Seller...........................33

7.    REGISTRATION OF DYNATECH SHARES.......................................34
      7.1     Registration of Dynatech Shares...............................34
      7.2     Sale of Dynatech Shares by Seller.............................34
      7.3     Registration Expenses.........................................34
      7.4     Limitation on Obligations of Dynatech to Register 
              Dynatech Shares...............................................35


                                       ii


                                                                           Page

8.    RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING..........................35
      8.1     Survival of Warranties........................................35
      8.2     Collection of Assets..........................................35
      8.3     Payment of Obligations........................................35
      8.4     Confidentiality...............................................35

9.    INDEMNIFICATION.......................................................36
      9.1     Indemnification by Seller and Stockholders....................36
      9.2     Limitations on Indemnification by Seller and Stockholders.....37
      9.3     Indemnification by Buyer and Dynatech.........................38
      9.4     Limitation on Buyer's and Dynatech's Obligations..............38
      9.5     Notice; Defense of Claims.....................................38
      9.6     Satisfaction of Seller and Stockholder 
              Indemnification Obligations...................................39

10.   MISCELLANEOUS.........................................................39
      10.1    Bulk Sales Law................................................39
      10.2    Fees and Expenses.............................................39
      10.3    Governing Law.................................................40
      10.4    Notices.......................................................40
      10.5    Entire Agreement..............................................41
      10.6    Assignability; Binding Effect.................................41
      10.7    Captions and Gender...........................................42
      10.8    Execution in Counterparts.....................................42
      10.9    Amendments....................................................42
      10.10   Publicity and Disclosures.....................................42
      10.11   Consent to Jurisdiction.......................................42
      10.12   Consents, Waivers and Actions by Stockholders.................42
      10.13   Further Assurances............................................43


                                      iii





                            ASSET PURCHASE AGREEMENT


     AGREEMENT  entered  into  as of  August  23,  1995  by and  among  Dynatech
Communications,  Inc. ("Buyer"), a Delaware corporation, Dynatech Corporation, a
Massachusetts corporation ("Dynatech"),  Virginia Tele-Path Industries,  Inc., a
Virginia corporation  ("Seller"),  and each of the stockholders of Seller listed
on  Exhibit  A hereto  (individually,  a  "Stockholder"  and  collectively,  the
"Stockholders").


                              W I T N E S S E T H

     WHEREAS, subject to the terms and conditions hereof, Seller desires to sell
substantially all of its business and certain of its properties and assets; and

     WHEREAS,  subject  to the terms and  conditions  hereof,  Buyer  desires to
purchase said  properties and assets of Seller for the  consideration  specified
herein and the  assumption by Buyer of certain  liabilities  and  obligations of
Seller.

     NOW,  THEREFORE,  in  order to  consummate  said  purchase  and sale and in
consideration  of the mutual  agreements  set forth herein,  the parties  hereto
agree as follows:


1.   PURCHASE AND SALE OF ASSETS.

     1.1 SALE OF ASSETS.  Subject to the  provisions of this  Agreement,  Seller
agrees to, and at the Closing (as  defined in Section 1.4  hereof),  shall sell,
assign and transfer to Buyer,  and Buyer  agrees to, and at the  Closing,  shall
purchase and assume from Seller,  all of the properties,  assets and business of
Seller as of the Closing of every kind and description, tangible and intangible,
real,  personal or mixed, and wherever located,  including,  without limitation,
all assets shown or  reflected in the Base Balance  Sheet (as defined in Section
2.7 hereof), all materials,  supplies and other personal property owned by or in
the  possession  of Seller and not  reflected  in the Base  Balance  Sheet,  all
Intellectual  Property (as defined in Section 2.14 hereof),  and all of Seller's
goodwill and the right to use the name "Tele-Path  Industries" as all or part of
a trade or corporate name; provided,  however, that there shall be excluded from
such sale, assignment and transfer the following assets and property:

     (a) All cash of the Seller as of the end of the  business  day  immediately
preceding the Closing;

     (b) Those  accounts  receivable of the Seller as of end of the business day
immediately  preceding  the Closing  Date which are listed on Schedule 1.1 to be
delivered by Seller to Dynatech and Buyer on the Closing Date (the  "Pre-Closing
Receivables");

     (c)  Assets and  property  disposed  of since the date of the Base  Balance
Sheet in the  ordinary  course of business and such other assets as have been or
are disposed of pursuant to this Agreement; and

     (d)   Seller's   corporate   seals,   corporate   franchise,   Articles  of
Incorporation,  By-laws,  stock record books,  corporate record books containing
minutes of meetings of directors and stockholders and such other records as have
to  do  exclusively   with  Seller's   organization   or  stock   capitalization
(collectively,  the "Corporate Records");  provided,  however, that Seller shall
provide  Buyer at or prior to the Closing with copies of each of the  foregoing,
certified by Seller to be true and correct copies.

     The assets,  property and business of Seller to be sold to and purchased by
Buyer under this Agreement are hereinafter sometimes referred to as the "Subject
Assets," and the assets, property and business of Seller to be excluded from the
sale to Buyer shall be referred to as the "Excluded Assets".

     1.2  ASSUMPTION OF LIABILITIES.  Upon the sale and purchase of the Subject
Assets,  Buyer  shall  assume  and  agree  to pay or to  discharge  when  due in
accordance with their  respective  terms, all liabilities of Seller reflected on
the Base Balance  Sheet and those  specifically  identified in SCHEDULE 1.2 (the
"Assumed  Liabilities").  Buyer  shall  not  assume  and shall not pay any other
liabilities or obligations of Seller, including without limitation:

     (a)  liabilities  incurred by Seller in connection  with this Agreement and
the transactions provided for herein, including, without limitation, counsel and
accountants'  fees, and expenses  pertaining to the performance by Seller of its
obligations hereunder;

     (b) Taxes (as defined in Section 2.8 hereof) of Seller, whether relating to
periods  before or after the  transactions  contemplated  in this  Agreement  or
incurred  by  Seller in  connection  with this  Agreement  and the  transactions
provided  for  herein,  including  any  liability  for Taxes  arising out of the
inclusion  of Seller in any group filing  consolidated,  combined or unitary tax
returns or arising out of any transferee liability or for any tax arising out of
Section  1374 of the Code (as  currently  in effect or as in effect prior to the
Tax Reform Act of 1986) or any taxes described in Section 1.11 of this Agreement
or  otherwise   triggered  solely  as  a  result  of  the  consummation  of  the
transactions contemplated by the Agreement;

     (c) liabilities of Seller, if any, to its dissenting stockholders,  if any,
under the applicable law of its state of incorporation or any other liability of
Seller to any present or former  stockholder in such capacity,  or any liability
of Seller  to any  officer,  director  or agent of  Seller  for  indemnification
pursuant to by-law, contract or otherwise;

     (d) liabilities of Seller with respect to any options, warrants, agreements
or convertible or other rights to acquire any shares of its capital stock of any
class;



                                       2

 

     (e)  liabilities  in  connection  with or relating to all  actions,  suits,
claims,  proceedings,   demands,   assessments  and  judgments,  costs,  losses,
liabilities,  damages,  deficiencies and expenses (whether or not arising out of
third-party  claims),  including,  without  limitation,   interest,   penalties,
reasonable   attorneys'   and   accountants'   fees  and  all  amounts  paid  in
investigation, defense or settlement of any of the foregoing; and

     (f) liabilities of Seller in connection with or relating to any of Seller's
existing  or former  employees,  employee  benefit  plans,  insurance  policies,
severance  obligations or any other  employment-related  matters  (including the
Employee Programs which are identified in Schedule 2.25).

     The  liabilities  which are not assumed by Buyer under this  Agreement  are
hereinafter sometimes referred to as the "Excluded  Liabilities." The assumption
of the Assumed  Liabilities by any party  hereunder shall not enlarge any rights
of third  parties  under  contracts  or  arrangements  with  Buyer or Seller and
nothing  herein shall  prevent any party from  contesting in good faith with any
third party any of the Assumed Liabilities.

     1.3 Purchase Price and Payment; Adjustments.

     (a) Contemporaneously  with the execution hereof, Buyer shall pay to Seller
the sum of One Hundred Dollars  ($100.00),  to be held by Seller as a good faith
earnest deposit pending consummation of the transactions contemplated herein. In
consideration  of the sale by Seller to Buyer of the Subject Assets,  subject to
the assumption of the Assumed  Liabilities  and the  satisfaction  of all of the
conditions contained herein, at the Closing:

          (i)  Buyer  will  deliver  to  Seller a bank  cashier's  check or wire
     transfer of immediately  available  funds (the "Cash Payment") in an amount
     equal to (A) Seven Million Five Hundred  Thousand  Dollars  ($7,500,000.00)
     plus (B) the  Seller's  Net Asset Value (as  defined in Section  2.7(b)) as
     reflected  on the Base  Balance  Sheet  plus (C) the  aggregate  amount  of
     accruals for the termination of sales  representatives  as reflected on the
     Base Balance Sheet (which  aggregate  accruals  shall not exceed  $300,000)
     less (D) the aggregate amount of all cash and accounts receivable of Seller
     as reflected on the Base Balance Sheet;

          (ii) Buyer will deliver to Seller (and Seller will  distribute  to the
     Stockholders)  a bank  cashier's  check  or wire  transfer  of  immediately
     available  funds (the  "Non-Compete  Payment") in the amount of Two Million
     Dollars  ($2,000,000) in  consideration  of the covenants and agreements of
     the Stockholders set forth in their respective  Non-Competition  Agreements
     referred to in Section 6.1(i) hereof;

          (iii)  Dynatech  will  issue in favor of Seller and  deposit  with the
     Escrow  Agent in  accordance  with the terms of the  Escrow  Agreement  (as
     hereinafter  described)  that number of duly  authorized,  validly  issued,
     fully  paid and  non-assessable  shares of common  stock of  Dynatech  (the
     "Escrowed  Dynatech  Shares") as is determined by dividing the sum of Three
     Million  Dollars  ($3,000,000)  by the Fair  Market  Value (as  hereinafter
     defined)  as of the  Closing  Date of a  single  share of  common  stock of
     Dynatech; and


                                       3



          (iv) Dynatech will issue in favor of and deliver to Seller that number
     of duly authorized, validly issued, fully paid and non-assessable shares of
     common  stock  of  Dynatech  (the  "Non-Escrowed  Dynatech  Shares")  as is
     determined  by  dividing  the sum of Ten  Million  Seven  Hundred  Thousand
     Dollars  ($10,700,000) by the Fair Market Value as of the Closing Date of a
     single share of common stock of Dynatech.

     (b) The "Fair  Market  Value" as of the Closing  Date of a single  share of
common stock of Dynatech  shall equal the average per share daily  closing price
on NASDAQ of common stock of Dynatech for the period of sixty (60) business days
ending two business days prior to the Closing Date; provided,  however, that the
said Fair Market  Value as of the Closing Date of a single share of common stock
of Dynatech  shall neither be less than Fifteen  Dollars  ($15.00) nor more than
Twenty-Five  Dollars ($25.00) and further provided that such number of shares of
common stock of Dynatech shall be rounded to the nearest whole number.

     (c) The Escrowed  Dynatech Shares and the Non-Escrowed  Dynatech Shares are
hereinafter sometimes referred to collectively as the "Dynatech Shares."

     (d) As promptly as  practicable  and in any event within  fifteen (15) days
following the Closing,  Seller shall prepare and deliver to Buyer and Dynatech a
balance sheet of Seller as of the close of business of the day immediately prior
to the Closing Date (the  "Closing  Balance  Sheet") which shall be reviewed and
approved by Buyer and Dynatech,  and upon approval of the Closing  Balance Sheet
the Purchase  Price shall be adjusted (with  appropriate  payments to be made by
Seller to Buyer, or Buyer to Seller) as follows:

          (i) the  Purchase  Price  shall be  increased  by (and the Buyer shall
     promptly pay to Seller in cash) the positive  amount,  if any, by which (A)
     the Net Asset  Value as  reflected  on the Closing  Balance  Sheet less the
     aggregate amount of all cash and accounts receivable of Seller as reflected
     on the Closing Balance Sheet,  exceeds (B) the Net Asset Value as reflected
     on the  Base  Balance  Sheet  less  the  aggregate  amount  of all cash and
     accounts receivable of Seller as reflected on the Base Balance Sheet; and

          (ii) the  Purchase  Price shall be  decreased by (and the Seller shall
     promptly  pay to Buyer in cash) the positive  amount,  if any, by which (A)
     the Net  Asset  Value as  reflected  on the  Base  Balance  Sheet  less the
     aggregate amount of all cash and accounts receivable of Seller as reflected
     on the Base Balance Sheet,  exceeds (B) the Net Asset Value as reflected on
     the  Closing  Balance  Sheet  less  the  aggregate  amount  of all cash and
     accounts receivable of Seller as reflected on the Closing Balance Sheet.


                                       4



     (e) If the  Registration  (as defined in Section 7.1 of this  Agreement) is
not declared  effective by the Securities  and Exchange  Commission on or before
the sixty-first (61st) day following the Closing Date,  Dynatech shall, upon the
written  request of the  Seller,  promptly  repurchase  all of the  Non-Escrowed
Dynatech  Shares from the Seller at an aggregate  repurchase  price equal to Ten
Million Seven Hundred Thousand Dollars ($10,700,000).

     (f) If, at any time  prior to the  ninety-first  (91st) day  following  the
Closing Date,  the per share closing price on NASDAQ of common stock of Dynatech
shall be less than or equal to Fifteen Dollars ($15.00), Dynatech shall have the
right,  upon written  notice to the Seller,  to repurchase all or any portion of
the  Non-Escrowed  Dynatech Shares then held by Seller at a per share repurchase
price equal to the Fair Market Value as of the Closing Date of a single share of
common stock of Dynatech.

     (g) In the event that the Seller  causes the Broker (as  defined in Section
7.2 of this  Agreement) to sell any of  Non-Escrowed  Dynatech Shares during the
period commencing on the Registration  Effective Date (as defined in Section 7.1
of this Agreement) and continuing through the ninety-first  (91st) day following
the Closing Date (such period being hereinafter referred to as the "Initial Sale
Period"):

          (i)  the  Seller   shall   deliver  to  Dynatech  no  later  than  the
     one-hundred-fifth  (105th)  day  following  the  Closing  Date,  a  written
     statement   from  the  Broker   setting  forth  the  aggregate   number  of
     Non-Escrowed  Dynatech  Shares  sold  during the  Initial  Sale Period (the
     "Number of Shares Sold") and the  aggregate  proceeds (net of all brokerage
     fees and commissions) realized by the Seller from all Non-Escrowed Dynatech
     Shares sold during the Initial Sale Period (the "Net Sales Proceeds"); and

          (ii) in the event  that the  product  of the  Number  of  Shares  Sold
     multiplied  by the Fair  Market  Value as of the  Closing  Date of a single
     share of common  stock of  Dynatech  exceeds  the Net Sales  Proceeds,  the
     Purchase  Price shall be increased by (and Dynatech  shall  promptly pay to
     Seller in cash) an amount equal to such excess; and

          (iii) in the event that the Net Sales  Proceeds  exceed the product of
     the Number of Shares Sold  multiplied  by the Fair  Market  Value as of the
     Closing Date of a single  share of common  stock of Dynatech,  the Purchase
     Price shall be reduced by (and  Seller  shall  promptly  pay to Dynatech in
     cash) an amount equal to such excess.

     1.4 TIME  AND  PLACE OF  CLOSING.  The  closing  of the  purchase  and sale
provided for in this Agreement  (herein  called the "Closing")  shall be held at
the offices of Goodwin, Procter & Hoar at Exchange Place, Boston,  Massachusetts
on  September  1, 1995 at 10:00 a.m.  or at such other place or earlier or later
date or time as may be fixed  by  mutual  agreement  of Buyer  and  Seller  (the
"Closing Date").


                                       5



     1.5 DELIVERY OF AGREEMENT OF  ASSUMPTION  OF  LIABILITIES.  At the Closing,
Buyer  shall  deliver  or cause to be  delivered  to  Seller  an  Agreement  for
Assumption  of  Liabilities  by Buyer in  substantially  the form of  EXHIBIT B
hereto.

     1.6 TRANSFER OF SUBJECT ASSETS.  At the Closing,  Seller shall  deliver or
cause to be  delivered  to Buyer good and  sufficient  instruments  of  transfer
transferring  to Buyer  title to all the Subject  Assets.  Such  instruments  of
transfer (a) shall be in the form and will contain the warranties, covenants and
other provisions (not inconsistent  with the provisions  hereof) which are usual
and customary for transferring  the type of property  involved under the laws of
the  jurisdictions  applicable  to such  transfers,  (b)  shall  be in form  and
substance  satisfactory  to Buyer and Dynatech and their counsel,  and (c) shall
effectively  vest in Buyer good and  marketable  title to all the Subject Assets
free and clear of all liens, restrictions and encumbrances.

     1.7 DELIVERY OF RECORDS AND CONTRACTS.

     (a) At the  time of the  Closing,  Seller  shall  deliver  or  cause  to be
delivered to Buyer all of Seller's leases,  contracts,  commitments,  agreements
(including without limitation non-competition  agreements) and rights, with such
assignments thereof and consents to assignments as are necessary to assure Buyer
of the full benefit of the same.  Seller shall also deliver to Buyer at the time
of the Closing copies of such Seller's business records, tax returns,  books and
other data relating to its assets,  business and operations as Buyer or Dynatech
shall reasonably request, and Seller shall take all requisite steps to put Buyer
in actual possession and operating control of the assets and business of Seller.

     (b) If an attempted sale, conveyance,  assignment,  transfer or delivery of
any contracts,  claims, leases, commitments,  franchises,  privileges,  permits,
consents,  certificates,  licenses or any other assets, rights or benefits to be
sold, conveyed, assigned, transferred and delivered to Buyer or Dynatech (each a
"Right") would be ineffective  without the consent of any other person, and such
consent has not been obtained on or before the Closing, this Agreement shall not
constitute  an  assignment  or an  attempted  assignment  of such  Right if such
assignment  or attempted  assignment  would  constitute  a breach  thereof or be
unlawful.  In such case, Seller shall use its best efforts to obtain, as soon as
practicable, the consent of each such or other person in all cases in which such
consent is  required,  and Seller,  Buyer and  Dynatech  will  cooperate  in any
reasonable  arrangement  designed  to enable  Seller to perform  its  obligation
hereunder, and to provide for the assumption by Buyer of the benefits, risks and
burdens of, any such agreement.

     1.8 FURTHER ASSURANCES. Seller and the Stockholders from time to time after
the  Closing  at  the  request  of  Buyer  or  Dynatech   and  without   further
consideration  shall  execute and deliver  further  instruments  of transfer and
assignment  and take such  other  action  as Buyer or  Dynatech  may  reasonably
require to more  effectively  transfer and assign to, and vest in, Buyer each of
the Subject Assets. Nothing herein shall be deemed a waiver by Buyer or Dynatech
of their rights to receive at the Closing an effective assignment of each of the
leases,  contracts,  commitments  or rights of Seller as otherwise  set forth in
this Agreement.
                                       6


     1.9 ALLOCATION OF PURCHASE PRICE.  The parties agree that the allocation of
the purchase price among the Subject Assets shall be  substantially as set forth
in Schedule 1.9,  subject to  post-closing  adjustments.  Following the Closing,
Buyer,  Dynatech  and Seller shall  resolve in good faith any and all  necessary
adjustments to the  allocation of the purchase price (and all other  capitalized
costs) among the Subject  Assets.  Such  allocation  shall be made in accordance
with the  provisions  of Section 1060 of the Internal  Revenue Code of 1986,  as
amended (the "Code"),  and shall be binding upon Buyer,  Seller and Dynatech for
all purposes (including financial accounting purposes,  financial and regulatory
reporting  purposes and tax purposes).  Buyer and Seller also each agree to file
IRS form 8594  consistently  with the foregoing  and in accordance  with Section
1060 of the Code. 

     1.10 SALES AND TRANSFER TAXES.  Notwithstanding any other provision of this
Agreement,  all sales and transfer taxes,  fees and duties under  applicable law
incurred in  connection  with this  Agreement or the  transactions  contemplated
thereby will be borne and paid by Buyer; PROVIDED,  HOWEVER, that Seller and the
Stockholders  shall be liable for,  and shall pay for,  any and all income taxes
incurred  by Seller  and the  Stockholders  in  connection  with the sale of the
Subject  Assets  pursuant to this  Agreement  and any and all fees and  expenses
referred to in Section 10.2 hereof.

     1.11  COLLECTION OF  PRE-CLOSING  RECEIVABLES.  During the six month period
following the Closing Date Buyer shall use reasonable  efforts to collect all of
the  Pre-Closing  Receivables  for the benefit and account of Seller,  and Buyer
shall pay to Seller in cash on Wednesday of each week the aggregate  amount,  if
any, of all payments  received by Buyer during the preceding  calendar week from
Seller's account debtors in respect of the Pre-Closing  Receivables.  During the
six month period  following the Closing Date any amounts  received by Buyer from
any account  debtor that is obligated to Seller for any  Pre-Closing  Receivable
shall be applied first against the amount of such  Pre-Closing  Receivable owing
from such account debtor to Seller  (provided that no dispute exists between the
account debtor and Seller or Buyer with respect to such Pre- Closing Receivable)
and  then  against  any  amounts  owing by such  account  debtor  to  Buyer  for
post-closing  receivables.  If, at the end of the six month period following the
Closing Date, any of the Pre-Closing  Receivables  shall remain  outstanding (i)
Buyer  shall  provide  Seller  with  such   information   regarding  the  unpaid
Pre-Closing  Receivables as Seller shall reasonably  request to enable Seller to
collect the unpaid Pre-Closing Receivables, and (ii) Seller shall be entitled to
retain any  amounts  collected  by Seller in  respect of the unpaid  Pre-Closing
Receivables.


                                       7



2.  REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS.

     2.1 MAKING OF REPRESENTATIONS  AND WARRANTIES.  As a material inducement to
Buyer  and  Dynatech  to  enter  into  this  Agreement  and  to  consummate  the
transactions  contemplated  hereby,  Seller and each of the Stockholders jointly
and severally hereby makes to Buyer and Dynatech as of the date hereof and as of
the Closing the representations and warranties contained in this Section 2.

     2.2 ORGANIZATION AND QUALIFICATION OF SELLER.  Seller is a corporation duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
Commonwealth of Virginia with full corporate power and authority to own or lease
its properties and to conduct its business in the manner and in the places where
such properties are owned or leased or such business is currently conducted. The
copies of Seller's  Articles of Incorporation  as amended to date,  certified by
the Clerk of the Virginia  Corporation  Commission,  and of Seller's bylaws,  as
amended to date,  certified by Seller's Secretary,  and heretofore  delivered to
Buyer's  counsel,  are  complete  and  correct,  and no  amendments  thereto are
pending.  Seller is not  required  to be licensed  or  qualified  to conduct its
business or own its property in any jurisdiction  other than the Commonwealth of
Virginia,  except where failure to be so licensed or qualified  would not have a
material adverse effect on Seller or the Subject Assets.

     2.3  SUBSIDIARIES.  Except  as set forth on  SCHEDULE  2.3,  Seller  has no
subsidiaries  and does  not own any  securities  issued  by any  other  business
organization or governmental authority,  except U.S. Government securities, bank
certificates  of  deposit  and money  market  accounts  acquired  as  short-term
investments  in the  ordinary  course  of its  business.  Except as set forth on
SCHEDULE 2.3, Seller does not own or have any direct or indirect  interest in or
control over any corporation, partnership, joint venture or entity of any kind.

     2.4 CAPITAL STOCK OF SELLER; BENEFICIAL OWNERSHIP.

     (a) The  authorized  capital  stock  of  Seller  consists  of Five  Hundred
Thousand  (500,000)  shares of Common Stock,  no par value, of which Two Hundred
Fifty-Two  Thousand  (252,000) shares are duly and validly issued,  outstanding,
fully  paid and  non-assessable  and the  balance  of which are  authorized  but
unissued. Except as set forth on SCHEDULE 2.4, there are no outstanding options,
warrants, rights, commitments,  pre-emptive rights or agreements of any kind for
the  issuance  or sale of,  or  outstanding  securities  convertible  into,  any
additional shares of capital stock of any class of Seller.

     (b) Each of the Stockholders  owns beneficially and of record the number of
shares of Common Stock of Seller set forth opposite such  Stockholder's  name on
Exhibit A hereto.

                                       8


     2.5 AUTHORITY OF SELLER AND THE STOCKHOLDERS.

          (a)  Seller  has full  right,  authority  and power to enter into this
     Agreement and each  agreement,  document and  instrument to be executed and
     delivered  by  Seller  pursuant  to this  Agreement  and to  carry  out the
     transactions  contemplated hereby. The execution,  delivery and performance
     by Seller of this  Agreement  and each such other  agreement,  document and
     instrument have been duly authorized by all necessary  action of Seller and
     its  stockholders  and  no  other  action  on the  part  of  Seller  or its
     stockholders is required in connection  therewith.  This Agreement and each
     agreement,  document  and  instrument  executed  and  delivered  by  Seller
     pursuant to this Agreement constitutes, or when executed and delivered will
     constitute,   valid  and  binding  obligations  of  Seller  enforceable  in
     accordance  with their terms.  The execution,  delivery and  performance by
     Seller of this Agreement and each such agreement, document and instrument:

               (i) does not and will not violate any  provision  of the Articles
          of Incorporation or by-laws of Seller;

               (ii) does not and will not violate any laws of the United States,
          or any state or other  jurisdiction  applicable  to Seller or  require
          Seller to  obtain  any  approval,  consent  or waiver  of, or make any
          filing with, any person or entity (governmental or otherwise) that has
          not been obtained or made; and

               (iii) except as specifically set forth in SCHEDULE  2.5(a),  does
          not and will not result in a breach of,  constitute  a default  under,
          accelerate  any  obligation   under,  or  give  rise  to  a  right  of
          termination of any indenture or loan or credit  agreement or any other
          agreement,  contract,  instrument,   mortgage,  lien,  lease,  permit,
          authorization,    order,   writ,   judgment,    injunction,    decree,
          determination  or  arbitration  award to which Seller is a party or by
          which the  property of Seller is bound or  affected,  or result in the
          creation  or  imposition  of  any  mortgage,  pledge,  lien,  security
          interest or other charge or encumbrance on any of the Subject Assets.

     (b) Each Stockholder has full right, authority, power and capacity to enter
into this Agreement and each  agreement,  document and instrument to be executed
and  delivered by or on behalf of him or her pursuant to this  Agreement  and to
carry out the transactions  contemplated hereby and thereby.  This Agreement and
each  agreement,   document  and  instrument  executed  and  delivered  by  each
Stockholder  pursuant  to  this  Agreement  constitutes,  or when  executed  and
delivered will  constitute,  valid and binding  obligations of such  Stockholder
enforceable in accordance with their respective  terms. The execution,  delivery
and  performance by each  Stockholder of this Agreement and each such agreement,
document and instrument:

          (i) does not and will not  violate any laws of the United  States,  or
     any state or other  jurisdiction  applicable to such Stockholder or require
     such Stockholder to obtain any approval,  consent or waiver of, or make any
     filing with, any person or entity  (governmental or otherwise) that has not
     been obtained or made; and
                                       9



          (ii) does not and will not result in a breach of, constitute a default
     under,  accelerate  any  obligation  under  or  give  rise  to a  right  of
     termination  of any  indenture  or loan or  credit  agreement  or any other
     agreement,   contract,   instrument,   mortgage,   lien,   lease,   permit,
     authorization,  order, writ, judgment, injunction, decree, determination or
     arbitration  award to which  such  Stockholder  is a party or by which  the
     property  of such  Stockholder  is  bound or  affected,  or  result  in the
     creation or imposition of any mortgage,  pledge, lien, security interest or
     other charge or encumbrance on any of the Subject Assets.

     2.6 STATUS OF PROPERTY.

     (a) NO REAL PROPERTY  OWNED.  Seller does not currently own, nor has Seller
at any time  during  the past five  years  owned,  any real  property,  with the
exception of a residential  dwelling  located in Texas which Seller has sold and
for which Seller has no continuing obligation or liability.

     (b) LEASED  REAL  PROPERTY.  All of the real  property  leased by Seller as
tenant or lessee is  identified  on SCHEDULE  2.6(b)  (collectively  referred to
herein as the  "Leased  Real  Property").  Seller  hereby  makes  the  following
representations and warranties with respect to the Leased Real Property:

          (i)  LEASES.  All of the  leases of any of the  Leased  Real  Property
     (collectively,  the  "Leases")  are as set forth on  SCHEDULE  2.6(b).  The
     copies of the Leases  heretofore  delivered or furnished by Seller to Buyer
     are complete,  accurate, true and correct copies of each of the Leases. The
     information with respect to each of the Leases set forth in SCHEDULE 2.6(b)
     is  complete,  accurate,  true and  correct.  With  respect  to each of the
     Leases:

               (A) each of the  Leases is in full  force and effect on the terms
          set forth therein and has not been modified,  amended,  or altered, in
          writing or otherwise;

               (B) all  obligations  of the  landlord or lessor under the Leases
          which have accrued have been  performed,  and to the best knowledge of
          Seller, no landlord or lessor is in default under or in arrears in the
          payment of any sum or in the performance of any obligation required of
          it  under  any  Lease,  and  to  the  best  knowledge  of  Seller,  no
          circumstance  presently  exists  which,  with notice or the passage of
          time, or both,  would give rise to a default by the landlord or lessor
          under any Lease;

                                       10



               (C) all  obligations  of the  tenant or lessee  under the  Leases
          which have accrued have been  performed,  and Seller is not in default
          in any material  respect under or in arrears in the payment of any sum
          or in the  performance  of any  obligation  required  of it under  any
          Lease, and no circumstance  presently exists which, with notice or the
          passage of time, or both, would give rise to a default by Seller; and

               (D) Seller has  obtained or will obtain  prior to the Closing the
          consent of each  landlord or lessor under any Leases whose  consent is
          required to the  transfer of the Leased  Real  Property to Buyer,  and
          such transfer will not give any landlord or lessor under any Lease any
          right or remedy, including, without limitation, any right to declare a
          default under any Lease.

          (ii) TITLE AND DESCRIPTION.  Seller holds a good, clear,  legal, valid
     and enforceable  leasehold interest in the Leased Real Property pursuant to
     the  Leases,  subject  only to the right of  reversion  of the  landlord or
     lessor under the Leases,  in all cases free and clear of all other prior or
     subordinate interests,  including, without limitation,  mortgages, deeds of
     trust,  ground leases,  leases,  subleases,  security  interests or similar
     encumbrances,  liens, assessments,  tenancies,  licenses, claims, rights of
     first refusal, options, covenants, conditions, restrictions, rights of way,
     easements,  judgments or other encumbrances or matters affecting title, and
     free of encroachments  onto or off of the Leased Real Property,  except for
     those  matters  set forth on  SCHEDULE  2.6(b)  (collectively,  the  "Title
     Exceptions") the failure to so hold would have a materially  adverse effect
     on the business or operations of Seller as presently conducted.

          (iii) PHYSICAL CONDITION; FLOOD PLAIN. Except as set forth on SCHEDULE
     2.6(b), to the best knowledge of Seller, there is no material defect in the
     physical condition of any improvements located on or constituting a part of
     the Leased Real Property,  including,  without  limitation,  the structural
     elements thereof,  the mechanical systems (including without limitation all
     heating,  ventilating, air conditioning,  plumbing,  electrical,  elevator,
     security, telephone,  television,  utility, and sprinkler systems) therein,
     the roofs and the parking and loading areas,  and all of such  improvements
     located on or  constituting  a part of the Leased Real Property are in good
     operating  condition and repair and have been well  maintained.  The Leased
     Real  Property  is free from  infestation  by  rodents,  termites  or other
     insects or animals.  To the best knowledge of Seller, the soil condition of
     the  Leased  Real  Property  is  such  that  it  will  support  all  of the
     improvements  thereon for the foreseeable life of the improvements  without
     the  need  for  unusual  or new  subsurface  excavations,  fill,  footings,
     caissons or other installations. Except as set forth on SCHEDULE 2.6(b), to
     the best  knowledge  of  Seller,  none of the  improvements  located  on or
     constituting  a part of any of the Leased  Real  Property  is located in an
     area  designated  by the  Federal  Insurance  Administration  or any  other
     governmental  authority  having  jurisdiction  over any of the Leased  Real
     Property as having  special  flood or mudslide  hazards or being within the
     100 year flood plain.

                                       11



          (iv)  UTILITIES.  To the best knowledge of Seller,  all water,  sewer,
     gas, electric, telephone, drainage and other utility equipment,  facilities
     and services  required by law or necessary  for the operation of the Leased
     Real  Property  as it is  now  improved  and  operated  are  installed  and
     connected  pursuant to valid permits,  are sufficient to service the Leased
     Real Property and are in good operating condition.

          (v) COMPLIANCE WITH LAW; GOVERNMENT APPROVALS.  Seller has received no
     notice from any municipal,  state, federal or other governmental  authority
     of any violation of any zoning,  building,  fire,  water,  use, health,  or
     other law, ordinance,  code, regulation,  license,  permit or authorization
     issued in  respect  of any of the Leased  Real  Property  that has not been
     heretofore  corrected,  and,  to the  best  knowledge  of  Seller,  no such
     violation or violations now exist which would have an adverse effect on the
     operation or value of any or all of the Leased Real  Property.  To the best
     knowledge of Seller, all improvements  located on or constituting a part of
     the  Leased  Real  Property  and the  construction,  installation,  use and
     operation  thereof  (including,   without  limitation,   the  construction,
     installation,  use  and  operation  of  any  signs  located  thereon)  were
     completed  and  installed  and  are  now in  compliance,  in  all  material
     respects,   with  all  applicable   municipal,   state,  federal  or  other
     governmental laws, ordinances,  codes, regulations,  licenses,  permits and
     authorizations, including, without limitation, applicable zoning, building,
     fire, water, use or health laws, ordinances, codes, regulations,  licenses,
     permits and authorizations, and, to the best knowledge of Seller, there are
     presently in effect all  certificates of occupancy,  licenses,  permits and
     authorizations  required by law,  ordinance,  code or  regulation or by any
     governmental  or  private  authority  having  jurisdiction  over any of the
     Leased Real Property or any portion  thereof,  or the occupancy  thereof or
     any present  use  thereof  (collectively,  "Governmental  Approvals").  All
     Governmental  Approvals  required by law,  ordinance,  code,  regulation or
     otherwise to be held by the owner of any of the Leased Real Property  shall
     be  transferred  to Buyer at  Closing.  The  conveyance  of the Leased Real
     Property to Buyer includes all rights to the use of any off-site facilities
     necessary to ensure  compliance with all such laws,  ordinances,  codes and
     regulations.  There is at least the minimum  access  required by applicable
     subdivision or similar law to the Leased Real Property.

          (vi) REAL  PROPERTY  TAXES.  Except as set forth in  SCHEDULE  2.6(b),
     Seller has received no notice of any pending or threatened  reassessment of
     all or any portion of any of the Leased Real Property,  and the transfer of
     the Leased Real Property to Buyer will not result in any such reassessment.

     (c) PERSONAL PROPERTY. Seller has good and valid, legal title to all of the
personal property owned by it and all of its leases are valid and subsisting and
no material  default by the Seller  exists  under any such  lease.  None of such
personal  property  or  assets  is  subject  to  any  mortgage,   pledge,  lien,
conditional sale agreement, security agreement, encumbrance or other charge. The
personal  property  reflected  on the  Base  Balance  Sheet,  together  with all
materials,  supplies and other  personal  property  located at any of the Leased
Real  Property  locations as of the Closing  which is not  reflected in the Base
Balance  Sheet,  constitute  all personal  property of Seller and such  personal
property  is the only  personal  property  presently  employed in the conduct by
Seller of the  business  of  Seller as of the date  hereof.  All  machinery  and
equipment of Seller which are material to the operations of Seller's business as
presently  conducted  are in good  repair and  working  order and have been well
maintained,  reasonable wear and tear excepted. Said machinery and equipment and
other  tangible  personal  property of Seller,  and the normal use and operation
thereof,  substantially  complies with all applicable laws and regulations;  and
Seller  does not know of any  pending or  threatened  change of any such laws or
regulations which could adversely affect Seller or its business.

                                       12



     2.7 FINANCIAL STATEMENTS.

     (a) Seller has delivered to Buyer  balance  sheets of Seller for its fiscal
year ending on  December  31,  1992,  1993 and 1994 and  related  statements  of
income,  shareholders'  equity  and cash  flows for the years  then  ended  with
appropriate  footnotes,  compiled by John L.  Matherly,  C.P.A.  Seller has also
delivered  to Buyer and  Dynatech a balance  sheet of Seller as of July 31, 1995
(the "Base  Balance  Sheet") and  related  statements  of income,  shareholders'
equity and cash flows for the period  then ended (with  appropriate  footnotes),
compiled  by John L.  Matherly,  C.P.A.  and  certified  on  behalf of Seller by
Seller's Treasurer.  Copies of the Base Balance Sheet and related statements are
attached  hereto as a part of SCHEDULE 2.7. All such financial  statements  have
been (or will be) prepared in  accordance  with  generally  accepted  accounting
principles applied consistently during the periods covered thereby, are (or will
be when delivered) complete and correct and present (or will present) fairly the
financial condition of Seller at the dates of said statements and the results of
its operations and its cash flows for the periods covered thereby. The amount of
each reserve established in the Base Balance Sheet is set forth in the footnotes
thereto.

     (b) As of the date of the Base Balance Sheet, the net value of the tangible
assets of Seller  calculated  at the lower of cost or market less the  aggregate
amount of the Assumed Liabilities (which Assumed Liabilities include $300,000 of
accruals for the termination of sales  representatives)  (the "Net Asset Value")
as reflected on the Base Balance Sheet,  determined in accordance with generally
accepted  accounting   principles  applied  consistently  with  prior  reporting
practices of Seller, equals or exceeds Five Million Two Hundred Thousand Dollars
($5,200,000).

     (c) As of the date hereof and as of the  Closing,  Seller does not and will
not have any liabilities of any nature, whether accrued, absolute, contingent or
otherwise,  asserted or unasserted (including without limitation  liabilities as
guarantor or otherwise with respect to obligations of others, or liabilities for
Taxes  due  or  then  accrued  or to  become  due  or  contingent  or  potential
liabilities  relating to  activities  of Seller or the  conduct of its  business
prior to the Closing),  except  liabilities  (i) stated or  adequately  reserved
against  on the Base  Balance  Sheet or the notes  thereto,  (ii)  reflected  in
Schedules  furnished to Buyer and Dynatech  hereunder,  or (iii) incurred in the
ordinary  course  of  business  of  Seller  consistent  with  the  terms of this
Agreement.

                                       13



     2.8 TAXES.

     (a)  Seller  has paid or  caused  to be paid  all  federal,  state,  local,
foreign,  and other  income  taxes  and  federal  and  Virginia  employment  and
payroll-related  taxes required to be paid by it through the date hereof whether
disputed or not, except as  specifically  set forth in SCHEDULE 2.8. To the best
knowledge  of Seller,  it has paid all excise  taxes,  sales  taxes,  use taxes,
value-added taxes, gross receipts taxes,  franchise taxes,  capital stock taxes,
stamp taxes,  transfer  taxes,  windfall profit taxes,  environmental  taxes and
property  taxes  required  to be paid by it  through  the  date  hereof  whether
disputed or not,  except as  specifically  set forth in SCHEDULE 2.8. All of the
aforementioned taxes shall hereinafter be collectively referred to as "Taxes".

     (b)  Neither  the  Internal  Revenue  Service  nor any  other  governmental
authority has notified Seller or any Stockholder that it is now asserting or, to
the best of the knowledge of Seller and each Stockholder,  threatening to assert
against  Seller any deficiency or claim for  additional  Taxes.  Within the past
three years, except as specifically set forth on SCHEDULE 2.8, no claim has ever
been made by an authority in a  jurisdiction  where Seller does not file reports
and returns  that Seller is or may be subject to taxation by that  jurisdiction.
There are no  security  interests  on any of the  Subject  Assets  that arose in
connection with any failure (or alleged failure) to pay any Taxes and there will
be no such security interests in connection with or as a result of the execution
of this Agreement and  consummation  of the  transactions  contemplated  hereby.
Within the past three  years,  Seller has not entered  into a closing  agreement
pursuant to Section 7121 of the Code.

     (c) Except as set forth on  SCHEDULE  2.8,  there has not been any audit of
any tax return filed by Seller within the past three years,  no audit of any tax
return of Seller is in  progress,  and Seller has not been  notified  by any tax
authority that any such audit is contemplated  or pending.  No extension of time
with  respect  to any date on which a tax return was or is to be filed by Seller
is in force,  and no waiver or agreement by Seller is in force for the extension
of time for the assessment or payment of any Taxes.

     (d) Seller has not been  within the past three years (and does not have any
liability  for  unpaid  Taxes  because  it once was) a member of an  "affiliated
group" (as defined in Section 1504(a) of the Code). Within the past three years,
Seller  has not  filed,  and has not  been  required  to file,  a  consolidated,
combined or unitary tax return with any other  entity.  Seller does not own, and
has not owned within the past three years, a direct or indirect  interest in any
trust, partnership,  corporation or other entity and therefore neither Buyer nor
Dynatech is acquiring from Seller an interest in any entity,  except as provided
in Section 2.3.  Seller is not  currently,  nor has it been within the past five
years, a party to any tax sharing agreement.

                                       14



     (e) Seller is not a "foreign  person" within the meaning of Section 1445 of
the Code and Treasury Regulations Section 1.1445-2.

     (f) Seller is an "S corporation" as defined in Section 1361(a) of the Code.

     (g) For purposes of this Agreement,  all references to Sections of the Code
shall  include  any  predecessor  provisions  to such  Sections  and any similar
provisions of federal, state, local or foreign law.

     2.9 AFFILIATED  LOANS.  Except as set forth on SCHEDULE 2.9,  Seller has no
loans or accounts receivable owing from any person, firm or corporation which is
affiliated with Seller or from any director,  officer or employee of Seller, and
all such loans and accounts  receivable listed on Schedule 2.9, if any, shall be
paid in cash prior to the Closing.

     2.10  INVENTORIES.  All of  Seller's  inventory  items (net of any  reserve
identified  therefor on SCHEDULE  2.7) are of a quality and quantity  salable in
the ordinary course of its business at aggregate profit margins  consistent with
Seller's  experience in prior years. The values of the inventories stated in the
Base Balance Sheet reflect the normal inventory valuation policies of Seller and
were  determined  at the lower of cost or market in  accordance  with  generally
accepted accounting principles,  practices and methods. Purchase commitments for
materials  and parts are not in  excess of normal  requirements  and none are at
prices  materially in excess of current market prices.  All inventory  items are
located on the Leased Real  Property.  No  inventory  items have been or will be
sold or disposed of except  through sales in the ordinary  course of business at
aggregate profit margins consistent with Seller's  experience in prior years, or
through dispositions of obsolete goods already provided for on SCHEDULE 2.7, and
all sales  commitments  made for  Seller's  products are at prices not less than
inventory values plus selling expenses and said profit margins.

   2.11 ABSENCE OF CERTAIN CHANGES. Except as set forth in SCHEDULE 2.11, as
of the date hereof  there has not been and as of the Closing Date there will not
be:

     (a) Any material  adverse  change in the financial  condition,  properties,
assets,  liabilities,  business or  operations  of Seller at any time during the
preceding twelve months;

     (b) Any contingent  liability  incurred by Seller as guarantor or otherwise
with respect to the  obligations  of others or any  cancellation  of any debt or
claim owing to, or waiver of any right of, Seller;

     (c) Any mortgage,  encumbrance  or lien placed on any of the  properties of
Seller  which  remains  in  existence  as of the date  hereof or will  remain in
existence at the Closing;

     (d) Any obligation or liability of any nature  incurred by Seller,  whether
accrued, absolute, contingent or otherwise, asserted or, to the actual knowledge
of Seller, unasserted (including without limitation liabilities for Taxes due or
to become due or  contingent  or  potential  liabilities  relating  to  services
provided by Seller or the conduct of Seller's business),  other than obligations
and liabilities  incurred in the ordinary course of business consistent with the
terms of this Agreement (it being understood that product liability claims shall
not be deemed to be incurred in the ordinary course of business);

                                       15


      
     (e) Any  purchase,  sale or other  disposition,  or any  agreement or other
arrangement  for  the  purchase,  sale  or  other  disposition,  of  any  of the
properties or assets of Seller other than in the ordinary course of business;

     (f) Any damage,  destruction or loss,  whether or not covered by insurance,
adversely affecting the properties, assets or business of Seller;

     (g) Any declaration, setting aside or payment of any dividend by Seller, or
the making of any other  distribution in respect of the capital stock of Seller,
or any direct or indirect redemption, purchase or other acquisition by Seller of
its own  capital  stock,  other than cash  dividends  and  distributions  to the
Stockholders as permitted pursuant to Section 3.2(e) hereof;

     (h) Any labor trouble or claim of unfair labor practices  involving Seller;
any change in the compensation  payable or to become payable by Seller to any of
its officers,  employees,  agents or independent  contractors  other than normal
merit increases in accordance with its usual practices,  or any bonus payment or
arrangement  made  to or  with  any  of  such  officers,  employees,  agents  or
independent contractors;

               
     (i) Any change with respect to the officers or management of Seller;

     (j) Any payment or discharge of a lien or liability of Seller which was not
shown on the Base Balance  Sheet or incurred in the ordinary  course of business
thereafter;

     (k) Any obligation or liability  incurred by Seller to any of its officers,
directors, stockholders or employees; or any loans or advances made by Seller to
any of  its  officers,  directors,  stockholders  or  employees,  except  normal
compensation payable to officers or employees;

     (l) Any change in accounting  methods or practices,  credit  practices,  or
collection policies used by Seller; or

     (m) Any agreement or  understanding  whether in writing or  otherwise,  for
Seller to take any of the actions specified in paragraphs (a) through (l) above.

     2.12 ORDINARY COURSE. Seller has conducted its business at all times during
the preceding  twelve months in a manner  consistent  with its prior  practices.
During the  preceding  twelve  months,  Seller has not  marketed  its  products,
reported its sales,  or entered into any agreement with any customer or supplier
other than in the ordinary course of business.

                                       16
  


     2.13 BANKING RELATIONS.  All of the arrangements which Seller has as of the
date hereof (or will have as of the Closing)  with any banking  institution  are
completely and accurately described in Schedule 2.13, indicating with respect to
each of such  arrangements the type of arrangement  maintained (such as checking
account,  borrowing  arrangements,  safe  deposit  box,  etc.) and the person or
persons authorized in respect thereof.

     2.14 INTELLECTUAL PROPERTY.

     (a) To the best  knowledge of Seller,  it has  exclusive  ownership  of, or
exclusive  license to use,  all  patent,  copyright,  trade  secret,  trademark,
tradenames,  designs,  drawings,  source codes,  customer  lists,  manufacturing
processes,  computer  software,  data compilations and other proprietary  rights
(collectively,  "Intellectual  Property")  used or to be used in the business of
Seller as presently  conducted.  To the best knowledge of Seller,  its rights in
all of such  Intellectual  Property  are  freely  transferable  to Buyer and its
affiliates. There are no claims or demands of any other person pertaining to any
of such  Intellectual  Property and no proceedings have been instituted,  or are
pending or threatened,  which challenge the rights of Seller in respect thereof.
Seller  has the  right to use,  free and  clear of  claims  or  rights  of other
persons,  all customer lists,  designs,  manufacturing or other processes,  data
compilations,  research  results and, to the best knowledge of Seller,  computer
software, systems and other information required for or incident to its products
or its business as presently conducted.

     (b) All patents,  patent applications,  trademarks,  trademark applications
and  registrations  and registered  copyrights which are owned by or licensed to
Seller or used or to be used by Seller in its business as  presently  conducted,
and all other items of Intellectual  Property which are material to the business
or  operations  of Seller,  are listed in SCHEDULE  2.14.  All of such  patents,
patent  applications,   trademark  registrations,   trademark  applications  and
registered  copyrights  have been duly  registered in, filed in or issued by the
United  States  Patent and  Trademark  Office,  the United  States  Register  of
Copyrights, or the corresponding offices of other jurisdictions as identified on
said Schedule,  and have been properly maintained and renewed in accordance with
all applicable  provisions of law and  administrative  regulations in the United
States and each such jurisdiction.

     (c) All licenses or other  agreements  under which Seller is granted rights
in Intellectual Property are listed in SCHEDULE 2.14. All said licenses or other
agreements  are in full  force  and  effect,  there is no  default  by any party
thereto,  and all of Seller's rights  thereunder are freely  assignable to Buyer
and its  affiliates.  To the best knowledge of Seller,  the licensors under said
licenses and other  agreements have and had all requisite power and authority to
grant the rights purported to be conferred thereby.  True and complete copies of
all such written licenses or other agreements,  and any amendments thereto, have
been provided to Buyer and Dynatech.

                                       17
  


     (d) All licenses or other  agreements under which Seller has granted rights
to others in  Intellectual  Property  owned or  licensed by Seller are listed in
Schedule  2.14.  All of said licenses or other  agreements are in full force and
effect, and there is no default by any party thereto, and all of Seller's rights
thereunder are freely assignable to Buyer and its affiliates.  True and complete
copies of all such  written  licenses or other  agreements,  and any  amendments
thereto, have been provided to Buyer and Dynatech.

     (e) Seller has required certain professional and technical  employees,  and
other employees having access to valuable  non-public  information of Seller, to
execute  agreements  under which such employees are required to convey to Seller
ownership of all inventions and developments conceived or created by them in the
course of their  employment  and to  maintain  the  confidentiality  of all such
information of Seller. Seller has not made any non-public  information available
to any person other than  employees and  professional  advisors of Seller except
pursuant  to  written  agreements  requiring  the  recipients  to  maintain  the
confidentiality  of  such  information  and  appropriately  restricting  the use
thereof.  Seller has no  knowledge of any  infringement  by others of any of its
Intellectual Property rights.

     (f) To the best knowledge of Seller,  the present business,  activities and
products  of Seller  do not  infringe  any  Intellectual  Property  of any other
person.  No proceeding  charging Seller with  infringement of any adversely held
Intellectual  Property has been filed or, to the best  knowledge  of Seller,  is
threatened  to be  filed.  To the best  knowledge  of  Seller,  there  exists no
unexpired  patent or patent  application  which  includes  claims  that would be
infringed by or otherwise adversely affect the products,  activities or business
of Seller. To the best knowledge of Seller, it is not making unauthorized use of
any confidential  information or trade secrets of any person,  including without
limitation any former employer of any past or present employee of Seller. Except
as set forth in SCHEDULE  2.14,  neither  Seller nor, to the best  knowledge  of
Seller, any of Seller's employees,  have any agreements or arrangements with any
persons other than Seller relating to confidential  information or trade secrets
of such  persons or  restricting  any such  employee's  engagement  in  business
activities of any nature.  To the best knowledge of Seller and each Stockholder,
the activities of Seller's employees on behalf of Seller do not violate any such
agreements or arrangements  known to Seller or its  Stockholders  which any such
employees have with other persons.

     2.15 CONTRACTS.  Except for contracts,  commitments,  plans, agreements and
licenses described in Schedule 2.15 (true and complete copies of which have been
delivered to Buyer and Dynatech), Seller is not a party to or subject to:

     (a) any employment  contract or any plan or contract providing for bonuses,
pensions, options, stock purchases, deferred compensation,  retirement payments,
profit sharing,  collective bargaining or the like, or any contract or agreement
with any labor union;

     (b) any  contract  for  services  which  requires  the payment of more than
$20,000  annually or which is not  terminable  within 30 days by Seller  without
liability for any penalty or severance payment;
  
                                     18



     (c) any contract or agreement for the purchase of any  commodity,  material
or  equipment  which is not  cancelable  by Seller at Seller's  sole  discretion
without  penalty,  except  purchase  orders in the ordinary course for less than
$100,000 in the aggregate for any single supplier or vendor;

     (d)  any  contract  or  agreement  providing  for  the  purchase  of all or
substantially all of its requirements of a particular product from a supplier;

     (e) any  contract or agreement  for the sale or lease of Seller's  products
not made in the ordinary course of business;

     (f) any contract with any sales agent or distributor of products of Seller;

     (g) any  contract  containing  covenants  limiting the freedom of Seller to
compete in any line of business or with any person or entity;

     (h) any  contract or agreement  for the purchase of, or any purchase  order
for,  any  fixed  asset for a price in excess  of  $20,000  whether  or not such
purchase is in the ordinary course of business;

     (i) any license agreement (as licensor or licensee) other than as described
in SCHEDULE 2.14;

     (j) any indenture,  mortgage,  promissory note, loan agreement, guaranty or
other agreement or commitment for the borrowing of money;

     (k) any  contract or  agreement  with any  officer,  employee,  director or
stockholder  of Seller or with any  persons or  organizations  controlled  by or
affiliated with any of them; or

     (l) any other contracts or agreements creating any obligations of Seller of
$20,000 or more with respect to any such contract or agreement not  specifically
disclosed elsewhere under this Agreement.

     Seller is not in  default  under any such  contracts,  commitments,  plans,
agreements  or licenses  described  in said  Schedule  and has no  knowledge  of
conditions  or facts  which  with  notice or  passage  of time,  or both,  would
constitute a default.  To the best knowledge of Seller and each Stockholder,  no
other party to any such contract,  commitment,  plan, agreement or license is in
default  thereunder  and neither  Seller nor any  Stockholder  has  knowledge of
conditions  or facts  which  with  notice or  passage  of time,  or both,  would
constitute a default.

     2.16 LITIGATION. Except for matters described in SCHEDULE 2.16, there is no
(a) litigation or governmental  or  administrative  proceeding or  investigation
pending against Seller or any affiliate of Seller,  or (b) to the best knowledge
of Seller and each  Stockholder,  threatened  against Seller or any affiliate of
Seller,  which may have any  adverse  effect  on  Seller's  properties,  assets,
prospects,  financial condition or business or which would prevent or hinder the
consummation of the transactions contemplated by this Agreement.

                                       19
  

      
     2.17 COMPLIANCE WITH LAWS. Seller is in compliance in all material respects
with  all  applicable  statutes,   ordinances,  orders,  rules  and  regulations
promulgated by any federal,  state,  municipal or other  governmental  authority
which apply to the Seller or to the conduct of its business,  and Seller has not
received  notice  of a  violation  or  alleged  violation  of any such  statute,
ordinance, order, rule or regulation.

     2.18 INSURANCE. The physical properties and assets of Seller are insured to
the  extent   disclosed  in  SCHEDULE  2.18  and  all  insurance   policies  and
arrangements of Seller are disclosed in said Schedule.  Said insurance  policies
and arrangements are in full force and effect, all premiums with respect thereto
that are due have been paid,  and Seller is in  compliance  in all respects with
the  terms  thereof  where  the  failure  to so  comply  would  be a  basis  for
cancellation  or  nonperformance  by the  insurer  under any such  policy.  Said
insurance is adequate and customary for the business engaged in by Seller and is
sufficient  for  compliance  by  Seller  with  all  requirements  of law and all
agreements  and leases to which Seller is a party.  Each such  insurance  policy
shall  continue  to be in full force and effect  upon  Buyer's  purchase  of the
Subject Assets,  and Seller shall provide Buyer and Dynatech at the Closing with
one or more assignments or endorsements by the insurer under each such policy as
Buyer and/or Dynatech may request naming Buyer and Dynatech as additional  named
insureds.  Seller covenants and agrees that the Subject Assets include,  without
limitation, any rights of recovery under all insurance policies of Seller to the
extent  permitted by such  policies.  SCHEDULE  2.18 also sets forth the periods
during which Seller has maintained products liability insurance; and during such
periods such insurance has been  continuously  in effect  without  interruption.
With  respect  to errors and  omissions  insurance  coverage,  no claim was made
against  Seller,  prior to or after the effective date of such  insurance,  that
would have been  within the scope of the  coverage of such policy if it had been
made during the effectiveness of such coverage.

     2.19  WARRANTY  OR OTHER  CLAIMS.  There  are no  existing  or, to the best
knowledge of Seller,  threatened  product  liability,  warranty or other similar
claims,  or any facts upon which a claim of such nature could be based,  against
Seller for products or services  which are defective or fail to meet any product
or service  warranties  which are not reserved  against in an  aggregate  amount
equal to any reserve  therefor  identified  on  SCHEDULE  2.7. No claim has been
asserted  against  Seller  for  renegotiation  or price  redetermination  of any
business transaction, and, to the best knowledge of Seller and each Stockholder,
there are no facts upon which any such claim could be based.

     2.20 POWERS OF ATTORNEY.  None of the  Stockholders  has granted a power of
attorney to any person or entity with respect to the capital  stock of Seller or
any of the  Stockholder's  interests  in the same,  which  power of  attorney is
presently outstanding.

                                       20


      
     2.21  FINDER'S  FEE. All brokers'  commissions  and finders'  fees, if any,
incurred  by Seller or any  Stockholder  relating to or in  connection  with the
transactions contemplated by this Agreement shall be the sole responsibility of,
and shall be paid by,  Seller,  and  neither  Dynatech  nor Buyer shall have any
responsibility for the payment of same.

     2.22  PERMITS;  BURDENSOME  AGREEMENTS.  SCHEDULE  2.22 lists all  permits,
registrations,   licenses,   franchises,   certifications  and  other  approvals
(collectively,   the  "Approvals")   required  from  federal,   state  or  local
authorities in order for Seller to conduct its business. Seller has obtained all
such Approvals,  which are valid and in full force and effect,  and is operating
in  compliance  therewith.  Except  as  disclosed  in  SCHEDULE  2.22,  all such
Approvals  will be available  and assigned to Buyer and remain in full force and
effect upon Buyer's  purchase of the Subject  Assets,  and no further  Approvals
will be required in order for Buyer to conduct the business currently  conducted
by Seller subsequent to the Closing.  Except as disclosed in Schedule 2.22 or in
any other Schedule  hereto,  Seller is not subject to or bound by any agreement,
arrangement,  judgment,  decree or order  which may affect its  business  or its
condition, financial or otherwise, or any of its assets or properties.

     2.23 CORPORATE  RECORDS.  The corporate  record books of Seller  accurately
record all  material  corporate  action taken by its  stockholders  and board of
directors and committees thereof. The copies of such Corporate Records of Seller
delivered to Buyer and Dynatech are true and correct  copies of the originals of
such documents.

     2.24 TRANSACTIONS WITH INTERESTED PERSONS.  Except as set forth in SCHEDULE
2.24,  neither Seller,  nor any  stockholder,  officer,  employee or director of
Seller or, to the best  knowledge of Seller and each  Stockholder,  any of their
respective  spouses  or  family  members,  owns  directly  or  indirectly  on an
individual  or joint basis any  interest in (other than passive  investments  of
less than 1% of the equity ownership of a publicly-traded enterprise), or serves
as an officer or director or in another  similar  capacity of, any competitor or
supplier of Seller,  or, to the best  knowledge of Seller and each  Stockholder,
any organization which has a contract or arrangement with Seller.

     2.25 EMPLOYEE BENEFIT PLANS.

     (a) SCHEDULE 2.25 sets forth a list of every  Employee  Program (as defined
below)  that has been  maintained  (as such term is  further  defined  below) by
Seller at any time during the  three-year  period ending on the Closing.  Seller
has paid or included on the Base Balance Sheet  appropriate  accruals  (adjusted
for the period from the  beginning of the Seller's  current  fiscal year through
the date of such Base  Balance  Sheet) for the  estimated  amounts of all profit
sharing, bonuses and other incentive compensation that Seller would have paid to
its employees  under Employee  Programs during the current year had the purchase
and sale not been consummated.

     (b) Each  Employee  Program  which has ever been  maintained  by Seller and
which has at any time been intended to qualify under Section 401(a) or 501(c)(9)
of the Code has received a favorable  determination  or approval letter from the
Internal Revenue Service ("IRS") regarding its qualification  under such section
and has, in fact, been  continuously  qualified under the applicable  section of
the Code since the effective date of such Employee Program. No event or omission
has  occurred  which  would  cause  any  such  Employee   Program  to  lose  its
qualification under the applicable Code section.

                                       21



     (c) Seller  does not know of any  failure  of any party to comply  with any
laws  applicable to the Employee  Programs that have been  maintained by Seller.
With  respect to any  Employee  Program  ever  maintained  by Seller,  there has
occurred no "prohibited  transaction," as defined in Section 406 of the Employee
Retirement  Income Security Act of 1974, as amended ("ERISA") or Section 4975 of
the Code, or breach of any duty under ERISA or other  applicable law (including,
without limitation,  any health care continuation  requirements or any other tax
law requirements,  or conditions to favorable tax treatment,  applicable to such
plan), which could result,  directly or indirectly,  in any taxes,  penalties or
other   liability  to  Buyer.  No  litigation,   arbitration,   or  governmental
administrative  proceeding (or  investigation)  or other proceeding  (other than
those  relating to routine  claims for benefits) is pending or  threatened  with
respect to any such Employee Program.

     (d)  Neither  Seller  nor any  Affiliate  (as  defined  below) (i) has ever
maintained  any  Employee  Program  which has been  subject to Title IV of ERISA
(including,  but not limited to, any  Multiemployer  Plan (as defined below)) or
(ii) has ever  provided  health  care or any other  non-pension  benefits to any
employees after their employment is terminated (other than as required by part 6
of subtitle B of title I of ERISA) or has ever  promised  to provide  such post-
termination benefits.

     (e) With respect to each Employee  Program  maintained by Seller within the
three years preceding the Closing,  complete and correct copies of the following
documents  (if  applicable  to  such  Employee  Program)  have  previously  been
delivered to Buyer and Dynatech:  (i) all documents  embodying or governing such
Employee  Program,  and any funding medium for the Employee Program  (including,
without limitation,  trust agreements) as they may have been amended to the date
hereof;  (ii) the most recent IRS  determination or approval letter with respect
to  such  Employee  Program  under  Code  Section  401  or  501(c)(9),  and  any
applications  for  determination  or approval  subsequently  filed with the IRS;
(iii)  the  three  most  recently  filed IRS  Forms  5500,  with all  applicable
schedules and  accountants'  opinions  attached  thereto;  (iv) the summary plan
description  for such Employee  Program (or other  descriptions of such Employee
Program provided to employees) and all modifications  thereto; (v) any insurance
policy  (including any fiduciary  liability  insurance  policy)  related to such
Employee Program;  (vi) any documents evidencing any loan to an Employee Program
that is a leveraged employee stock ownership plan; and (vii) all other materials
reasonably  necessary  for Buyer to  perform  any of its  responsibilities  with
respect to any Employee Program  subsequent to the Closing  (including,  without
limitation, health care continuation requirements).

                                       22
  


     (f) For purposes of this section:

          (i) "Employee Program" means (A) all employee benefit plans within the
     meaning of ERISA  Section  3(3),  including,  but not limited to,  multiple
     employer welfare  arrangements  (within the meaning of ERISA Section 3(4)),
     plans to which more than one unaffiliated employer contributes and employee
     benefit  plans  (such as foreign  or excess  benefit  plans)  which are not
     subject to ERISA; and (B) all stock or cash option plans,  restricted stock
     plans,   bonus  or  incentive  award  plans,   severance  pay  policies  or
     agreements,   deferred   compensation   agreements,   supplemental   income
     arrangements,  vacation  plans,  and  all  other  employee  benefit  plans,
     agreements,  and arrangements not described in (A) above. In the case of an
     Employee  Program funded through an organization  described in Code Section
     501(c)(9),  each  reference  to  such  Employee  Program  shall  include  a
     reference to such organization.

          (ii)  An  entity  "maintains"  an  Employee  Program  if  such  entity
     sponsors, contributes to, or provides (or has promised to provide) benefits
     under such Employee  Program,  or has any obligation (by agreement or under
     applicable  law) to contribute to or provide  benefits  under such Employee
     Program,  or if such  Employee  Program  provides  benefits to or otherwise
     covers  employees  of  such  entity  (or  their  spouses,   dependents,  or
     beneficiaries).

          (iii) An entity is an  "Affiliate"  of Seller  (for  purposes  of this
     Section 2.25 only) if it would have ever been  considered a single employer
     with Seller  under ERISA  Section  4001(b) or part of the same  "controlled
     group" as Seller for purposes of ERISA Section 302(d)(8)(C).

          (iv)  "Multiemployer  Plan" means a (pension or non-pension)  employee
     benefit  plan to which  more  than one  employer  contributes  and which is
     maintained pursuant to one or more collective bargaining agreements.

     2.26 ENVIRONMENTAL MATTERS.

     (a) To the best knowledge of Seller,  except as set forth in SCHEDULE 2.26,
(i) Seller has never generated, transported, used, stored, treated, disposed of,
or managed any Hazardous  Waste (as defined below);  (ii) no Hazardous  Material
(as defined  below) has ever been or is threatened to be spilled,  released,  or
disposed of at any site presently or formerly owned,  operated,  leased, or used
by Seller, or has ever come to be located in the soil or groundwater at any such
site;  (iii) no  Hazardous  Material  has  ever  been  transported  by or at the
direction of Seller from any site presently or formerly owned, operated, leased,
or used by Seller for treatment, storage, or disposal at any other place; Seller
does not presently own,  operate,  lease,  or use, nor has it previously  owned,
operated,  leased,  or used any site on which  underground  storage tanks are or
were located;  and (iv) no lien has ever been imposed by any governmental agency
on any property,  facility,  machinery, or equipment owned, operated, leased, or
used by Seller in connection with the presence of any Hazardous Material.

                                       23

 

     (b) To the best knowledge of Seller,  it has no liability under, nor has it
ever violated,  any Environmental Law (as defined below);  Seller,  any property
owned,  operated,  leased, or used by Seller,  and any facilities and operations
thereon are presently in compliance in all material respects with all applicable
Environmental  Laws;  Seller  has  never  entered  into or been  subject  to any
judgment, consent decree, compliance order, or administrative order with respect
to any  environmental  or health and safety  matter or received  any request for
information,  notice,  demand  letter,  administrative  inquiry,  or  formal  or
informal  complaint  or claim with  respect to any  environmental  or health and
safety matter or the  enforcement of any  Environmental  Law; and neither Seller
nor any  Stockholder  has  knowledge  or  reason  to know  that any of the items
enumerated  in the  immediately  preceding  clause  of  this  paragraph  will be
forthcoming.

     (c) To the best  knowledge of Seller,  except as set forth in SCHEDULE 2.26
hereto,  no site currently owned,  operated,  leased, or used by Seller contains
any asbestos or asbestos-  containing  material,  any polychlorinated  biphenyls
(PCBs) or equipment containing PCBs, or any urea formaldehyde foam insulation.

     (d) Seller has  provided  to Buyer and  Dynatech  copies of all  documents,
records,  and information  available to Seller  concerning any  environmental or
health and safety  matter  relevant to Seller,  whether  generated  by Seller or
others, including, without limitation,  environmental audits, environmental risk
assessments,  site  assessments,  documentation  regarding  off-site disposal of
Hazardous Materials, spill control plans, and reports, correspondence,  permits,
licenses, approvals, consents, and other authorizations related to environmental
or health and safety matters issued by any governmental agency.

     (e) For purposes of this Section 2.26, (i) "Hazardous  Material" shall mean
and  include any  hazardous  waste,  hazardous  material,  hazardous  substance,
petroleum  product,  oil,  toxic  substance,  pollutant,  contaminant,  or other
substance  which  may pose a threat  to the  environment  or to human  health or
safety,  as defined or regulated  under any  Environmental  Law; (ii) "Hazardous
Waste" shall mean and include any hazardous  waste as defined or regulated under
any Environmental Law; (iii) "Environmental Law" shall mean any environmental or
health and safety-related law,  regulation,  rule,  ordinance,  or by-law at the
foreign, federal, state, or local level, whether existing as of the date hereof,
previously enforced,  or subsequently  enacted; and (iv) "Seller" shall mean and
include Seller and all other entities for whose conduct Seller is or may be held
responsible under any Environmental Law; PROVIDED,  HOWEVER,  that to the extent
any of the  representations  and  warranties  contained  in  this  Section  2.26
describe the  responsibility  of Seller for actions of third parties who are not
employed by, or subject to the direction of,  Seller,  any such  representations
and  warranties  are, to such extent,  made to the best  knowledge of Seller and
each Stockholder.

     2.27 DISCLOSURE.  The representations,  warranties and statements contained
in this Agreement and in the certificates,  exhibits and schedules  delivered by
Seller to Buyer and  Dynatech  pursuant  to this  Agreement  do not  contain any
untrue  statement of a material fact, and, when taken  together,  do not omit to
state a material  fact  required to be stated  therein or  necessary in order to
make such  representations,  warranties or statements not misleading in light of
the circumstances under which they were made. There are no facts known to Seller
or to  any  Stockholder  which  would  have a  material  adverse  effect  on the
business, properties,  prospects, operations or condition of Seller that has not
been specifically  disclosed herein or in a Schedule furnished  herewith,  other
than general economic conditions affecting Seller's industry.

                                       24



     2.28  EMPLOYEES;  LABOR  MATTERS.  As of the date  hereof,  Seller  employs
approximately  90  employees  and  generally  enjoys  a  good  employer-employee
relationship.  Seller is not  delinquent in payments to any of its employees for
any wages, salaries,  commissions,  bonuses or other direct compensation for any
services  performed  for  it to  the  date  hereof  or  amounts  required  to be
reimbursed  to such  employees.  Except  as set  forth in  SCHEDULE  2.28,  upon
termination of the employment of any of said employees,  neither  Seller,  Buyer
nor Dynatech  will by reason of the  acquisition  transaction  or anything  done
prior to the Closing be liable to any of said employees for so-called "severance
pay" or any other  payments.  Except as set forth on SCHEDULE 2.28,  Seller does
not have any policy,  practice,  plan or program of paying  severance pay or any
form of severance compensation in connection with the termination of employment.
Seller is in compliance in all material  respects with all  applicable  laws and
regulations respecting labor, employment,  fair employment practices,  terms and
conditions of employment,  and wages and hours.  Except as set forth on SCHEDULE
2.28,  there have been no workman's  compensation  or other similar claims filed
against  Seller and Seller knows of no injury or other event which may give rise
to any such claim.  There are no charges of employment  discrimination or unfair
labor practices that have been filed against or involving Seller,  nor are there
any  concerted   interference  with  normal  operations  existing,   pending  or
threatened  against or involving Seller. No question  concerning  representation
exists  respecting  any group of employees of Seller.  There are no  grievances,
complaints or charges that have been filed against  Seller.  No  arbitration  or
similar  proceeding  is pending  and no claim  therefor  has been  asserted.  No
collective  bargaining  agreement is in effect or is currently being or is about
to  be  negotiated  by  Seller.  To  the  best  knowledge  of  Seller  and  each
Stockholder, Seller is, and at all times has been, in compliance in all material
respects with the  requirements of the  Immigration  Reform Control Act of 1986.
Seller's current payroll system and classification of employees is and for three
years prior to the Closing has been  consistent  with and in compliance with the
requirements  of the Fair Labor  Standards Act and any and all applicable  state
minimum wage and overtime laws.

     2.29 COMPLIANCE WITH SECURITIES LAWS;  RESTRICTIONS ON TRANSFER OF DYNATECH
SHARES.  Seller is not acquiring the Dynatech  Shares with a view to or for sale
in connection with any distribution of the Dynatech Shares, except in accordance
with all applicable  federal and state securities laws.  Seller  recognizes that
the Dynatech Shares have not been  registered  under the Securities Act of 1933,
as  amended  (the  "Securities  Act"),  or  registered  or  qualified  under the
securities  laws of any state,  and that the Dynatech Shares may not be pledged,
hypothecated,  sold or transferred  in the absence of an effective  registration
statement  for such shares  under the  Securities  Act or any  applicable  state
securities  law or an  exemption  therefrom  under  such act or law and that the
certificates  representing  the Dynatech Shares will bear a legend setting forth
such restrictions.  Seller further recognizes that except as otherwise expressly
set forth in Section  7.1 of this  Agreement,  no  undertaking  has been made by
Dynatech or Buyer with regard to registering  or qualifying the Dynatech  Shares
and Seller  understands that the availability of any exemption from registration
and  qualification  in the future will depend in part on  circumstances  outside
Seller's control and that Seller may be required to hold the Dynatech Shares for
a substantial period.

                                       25



3. COVENANTS OF SELLER.

     3.1 MAKING OF COVENANTS AND AGREEMENTS.  Seller and the Stockholders hereby
make the covenants and agreements set forth in this Section 3.

     3.2 CONDUCT OF BUSINESS. Between the date of this Agreement and the Closing
Date, Seller will:

     (a) Conduct its business only in the normal and ordinary course and refrain
from changing or  introducing  any method of management or operations  except in
the ordinary course of business and consistent with prior practices;

     (b) Refrain from making any purchase,  sale or  disposition of any asset or
property  other than in the ordinary  course of business,  from  purchasing  any
capital  asset  costing  more  than  $100,000  and  from  mortgaging,  pledging,
subjecting to a lien or otherwise  encumbering  any of its  properties or assets
other than in the ordinary course of business;

     (c) Refrain  from  incurring  any  contingent  liability  as a guarantor or
otherwise  with respect to the  obligations  of others,  and from  incurring any
other  contingent or fixed  obligations  or  liabilities  except in the ordinary
course of business;

     (d) Refrain from making any change or incurring  any  obligation  to make a
change in its Articles of Incorporation,  bylaws or authorized or issued capital
stock;  provided,  however, that Seller may make all changes necessary to change
its corporate name as contemplated hereby;

     (e) Refrain from  declaring,  setting aside or paying any dividend,  making
any other  distribution  in respect of its capital stock or making any direct or
indirect  redemption,  purchase  or other  acquisition  of its stock;  provided,
however,  that Seller may declare and make cash dividends and  distributions  to
the Stockholders;

     (f) Refrain from making any material change in the compensation  payable or
to become  payable  to any of its  officers,  employees,  agents or  independent
contractors;

     (g) Refrain from prepaying loans (if any) from its  stockholders,  officers
or directors or making any change in its borrowing arrangements;

                                       26



     (h) Use its  best  efforts  to  prevent  any  change  with  respect  to its
management and supervisory personnel and banking arrangements;

     (i) Use its best efforts to keep intact its business organization,  to keep
available its present officers and employees and to preserve the goodwill of all
suppliers,  customers,   independent  contractors  and  others  having  business
relations with it;

     (j) Have in effect and maintain at all times all  insurance of the kind, in
the  amount  and with the  insurers  set forth in the  SCHEDULE  2.18  hereto or
equivalent  insurance with any substitute insurers approved in writing by Buyer;
and

     (k) Permit Buyer and its authorized  representatives to have full access to
all its properties,  assets,  records, tax returns,  contracts and documents and
furnish to Buyer or its  authorized  representatives  such  financial  and other
information with respect to its business or properties as Buyer may from time to
time reasonably request.

     3.3 CONSUMMATION OF AGREEMENT.  Seller and the Stockholders shall use their
best  efforts to perform and fulfill all  conditions  and  obligations  on their
parts to be performed and fulfilled  under this  Agreement,  to the end that the
transactions  contemplated by this Agreement shall be fully carried out. To this
end,  Seller  will  obtain all  necessary  authorizations  or  approvals  of its
stockholders and Board of Directors  (including the change of Seller's corporate
name to one which  does not  include  the words  "Tele-Path  Industries"  or any
derivations thereof).

     3.4 AUTHORIZATION  FROM OTHERS.  Seller will use its best efforts to obtain
all  authorizations,  consents  and  permits  of others  required  to permit the
consummation by Seller of the transactions contemplated by this Agreement.

     3.5 NOTICE OF DEFAULT.  Promptly upon the  occurrence  of, or promptly upon
Seller or a Stockholder becoming aware of the impending or threatened occurrence
of, any event which would cause or constitute a breach or default, or would have
caused or  constituted a breach or default had such event occurred or been known
to  Seller  or  such  Stockholder  prior  to  the  date  hereof,  of  any of the
representations, warranties or covenants of Seller or the Stockholders contained
in or referred to in this Agreement or in any Schedule or Exhibit referred to in
this Agreement,  Seller shall give detailed  written notice thereof to Buyer and
Dynatech and shall use its best efforts to prevent or promptly remedy the same.

     3.6 COOPERATION OF SELLER. Seller and the Stockholders shall cooperate with
all reasonable requests of Buyer and Dynatech and Buyer's and Dynatech's counsel
in connection with the consummation of the transactions contemplated hereby.

     3.7  NON-COMPETITION.  Seller agrees that for five years after the Closing,
it will not,  without the prior written consent of Buyer and Dynatech,  directly
or indirectly,  engage or participate in, be employed by or assist in any manner
or in any  capacity,  or have any  interest  in or make any loan to any  person,
firm,  corporation  or  business  which  engages  or  proposes  to engage in any
activity   anywhere  in  the  world  involving  the  manufacture,   development,
distribution, direct marketing, catalog marketing, telemarketing or sales of any
product  related  to   communications   test  equipment  or  ISDN   transmission
technologies,  so long as Buyer or Dynatech (or their successors,  if any) shall
engage in such  activity;  provided,  however,  the foregoing  shall not prevent
Seller  from  owning  beneficially  or  of  record  up to  one  percent  of  the
outstanding   securities  of  a  publicly-held   corporation  which  engages  in
competitive  activities.  In addition,  Seller shall refrain from  soliciting or
encouraging any employee of Buyer or Dynatech to terminate his or her employment
by Buyer or Dynatech and to become employed by Seller, or any business or entity
with  which it is  affiliated  as an  owner,  investor,  lender  or in any other
capacity.

                                       27



     3.8 NO SOLICITATION OF OTHER OFFERS. Neither Seller, the Stockholders,  nor
any of their representatives will, directly or indirectly, (i) solicit, initiate
discussions or engage in  negotiations  with,  any person,  other than Buyer and
Dynatech,  relating  to the  possible  acquisition  of Seller or any of Seller's
assets (except in the ordinary course of business of Seller  consistent with the
terms of this  Agreement);  (ii) provide,  or cause any other person to provide,
any  information to any person,  other than Buyer and Dynatech,  relating to the
possible  acquisition  Seller or any of Seller's  assets (except in the ordinary
course of business of Seller  consistent with the terms of this  Agreement);  or
(iii) enter into a transaction with any person or persons,  other than Buyer and
Dynatech,  concerning  the  possible  acquisition  of Seller or any of  Seller's
assets (except in the ordinary course of business of Seller).

     3.9  CONFIDENTIALITY.  Seller and the Stockholders  agree that,  unless and
until the  Closing has been  consummated,  Seller and its  officers,  directors,
agents and representatives will hold in strict confidence,  and will not use any
confidential or proprietary data or information obtained from Buyer and Dynatech
with respect to their business or financial  condition except for the purpose of
evaluating,  negotiating  and completing the  transaction  contemplated  hereby.
Information  generally known in Buyer and Dynatech's  industry or which has been
disclosed to Seller or the  Stockholders by third parties who have a right to do
so shall not be deemed  confidential or proprietary  information for purposes of
this  Agreement.  If the  transaction  contemplated  by  this  Agreement  is not
consummated,  Seller and the Stockholders  will return to Buyer and Dynatech (or
certify  that it has  destroyed)  all  copies  of  such  data  and  information,
including but not limited to financial information, customer lists, business and
corporate records,  worksheets, test reports, tax returns, lists, memoranda, and
other  documents  prepared by or made available to Seller in connection with the
transaction.

     3.10  HART-SCOTT-RODINO  FILINGS.  Seller  shall  cooperate  with Buyer and
Dynatech in connection with all required filings under Section 7A of the Clayton
Act  "Hart-Scott-Rodino" and shall furnish all follow-up information required in
connection therewith.

     3.11 EMPLOYEES.  Seller agrees to use its best efforts (i) to encourage its
existing  employees  to accept such offers of  employment  as may be extended by
Buyer,  and (ii) to discourage its existing  employees from accepting  offers of
employment which may be extended by any competitors of Seller,  Buyer,  Dynatech
or any of their  affiliates.  Seller shall pay to its employees on or before the
Closing  Date all profit  sharing,  bonuses and other  compensation  that Seller
would have paid to its employees  under the Employee  Program during the current
year (adjusted for the period from the beginning of Seller's current fiscal year
through the Closing Date) had the purchase and sale not been consummated.

                                       28


4. REPRESENTATIONS AND WARRANTIES OF BUYER AND DYNATECH.

     4.1 MAKING OF REPRESENTATIONS  AND WARRANTIES.  As a material inducement to
Seller and the  Stockholders  to enter into this  Agreement and  consummate  the
transactions   contemplated  hereby,  Buyer  and  Dynatech  hereby  jointly  and
severally  make to  Seller  and the  Stockholders  as of the  Closing  Date  the
representations and warranties contained in this Section 4.

     4.2 ORGANIZATION.  Buyer is a corporation duly organized,  validly existing
and in good standing under the laws of the State of Delaware with full corporate
power and authority to own or lease its  properties  and to conduct its business
in the  manner and in the places  where such  properties  are owned or leased or
such  business is conducted by it.  Dynatech is a  corporation  duly  organized,
validly existing and in good standing under the laws of Massachusetts  with full
corporate  power and authority to own or lease its properties and to conduct its
business  in the  manner and in the places  where such  properties  are owned or
leased or such business is conducted by it.

     4.3  AUTHORITY  OF  BUYER.  Each of Buyer  and  Dynatech  has  full  right,
authority and power to enter into this Agreement,  and each agreement,  document
and  instrument  to be executed and  delivered by Buyer or Dynatech  pursuant to
this  Agreement  and to carry  out the  transactions  contemplated  hereby.  The
execution,  delivery and performance by Buyer and Dynatech of this Agreement and
each such other agreement,  document and instrument have been duly authorized by
all  necessary  action of Buyer or  Dynatech,  as the case may be,  and no other
action on the part of Buyer or Dynatech is  required  in  connection  therewith.
This Agreement and each other  agreement,  document and instrument  executed and
delivered by Buyer or Dynatech  pursuant to this Agreement  constitute,  or when
executed and delivered will constitute,  valid and binding  obligations of Buyer
or Dynatech,  as the case may be,  enforceable  in  accordance  with their terms
(provided,  however, that the foregoing representation is made severally by each
of Dynatech and Buyer with respect to each  agreement,  document and  instrument
executed by it). The execution,  delivery and  performance by Buyer and Dynatech
of this Agreement and each such agreement, document and instrument:

          (i) does not and will not violate  any  provision  of the  Articles of
     Incorporation or by-laws of Buyer or Dynatech; and

                                       29


          (ii) does not and will not violate any laws of the United  States,  or
     any state or other jurisdiction  applicable to Buyer or Dynatech or require
     Buyer or Dynatech to obtain any approval, consent or waiver of, or make any
     filing with, any person or entity  (governmental or otherwise) that has not
     been obtained or made.

     4.4 LITIGATION.  There is no litigation or  governmental or  administrative
proceeding or  investigation  pending or, to its knowledge,  threatened  against
Buyer or  Dynatech  which  would  prevent  or  hinder  the  consummation  of the
transactions contemplated by this Agreement.

     4.5 STOCK.  The Dynatech  Shares  issued by Dynatech to Seller  pursuant to
this Agreement will be, when issued,  duly  authorized,  validly  issued,  fully
paid, non-assessable.


5. COVENANTS OF BUYER AND DYNATECH.

     5.1 MAKING OF COVENANTS AND AGREEMENT.  Buyer and Dynatech  hereby make the
covenants and agreements set forth in this Section 5.

     5.2  CONSUMMATION  OF  AGREEMENT.  Buyer and Dynatech  shall use their best
efforts to perform and fulfill all conditions  and  obligations on their part to
be  performed  and  fulfilled  under  this  Agreement,   to  the  end  that  the
transactions  contemplated by this Agreement shall be fully carried out. To this
end,  each of Buyer and Dynatech  will obtain all  necessary  authorizations  or
approvals of its Board of Directors.

     5.3  HART-SCOTT-RODINO  FILINGS.  Buyer and Dynatech  shall  cooperate with
Seller in connection  with all required  filings under Section 7A of the Clayton
Act "Hart-Scott-Rodino" and shall furnish all information required in connection
therewith.

     5.4  CONFIDENTIALITY.  Buyer and Dynatech agree that,  unless and until the
Closing has been consummated,  Buyer and Dynatech and their officers, directors,
agents and representatives will hold in strict confidence,  and will not use any
confidential  or  proprietary  data or  information  obtained  from  Seller with
respect  to its  business  or  financial  condition  except  for the  purpose of
evaluating,  negotiating  and completing the  transaction  contemplated  hereby.
Information  generally known in Seller's industry or which has been disclosed to
Buyer or Dynatech by third parties who have a right to do so shall not be deemed
confidential or proprietary  information for purposes of this Agreement.  If the
transaction  contemplated  by  this  Agreement  is not  consummated,  Buyer  and
Dynatech will return to Seller (or certify that they have  destroyed) all copies
of  such  data  and   information,   including  but  not  limited  to  financial
information,  customer lists, business and corporate records,  worksheets,  test
reports, tax returns, lists, memoranda,  and other documents prepared by or made
available to Buyer and Dynatech in connection with the transaction.

                                       30



6. CONDITIONS.

     6.1  CONDITIONS TO  OBLIGATIONS  OF BUYER AND DYNATECH.  The  obligation of
Dynatech  and  Buyer  to  consummate   this   Agreement  and  the   transactions
contemplated  hereby are subject to the satisfactory  fulfillment or waiver,  at
the sole discretion of Buyer and Dynatech,  prior to or at the Closing,  of each
of the following conditions:

     (a)  REPRESENTATIONS;   WARRANTIES;   COVENANTS;  SCHEDULES.  Each  of  the
representations  and  warranties  of Seller and the  Stockholders  contained  in
Section 2 shall be true and  correct as of the date hereof and as of the Closing
(as though made as of the  Closing);  Seller  shall have  delivered to Buyer and
Dynatech at the Closing a complete set of updated  Schedules  to this  Agreement
which  updated  Schedules  shall  reflect the  current  status of Seller and its
business  and  assets as of the  Closing;  and  Seller  shall,  on or before the
Closing,  have  performed all of its  obligations  hereunder  which by the terms
hereof are to be performed on or before the Closing.

     (b)  OPINION OF COUNSEL.  On the date of the  Closing,  Dynatech  and Buyer
shall have received from Osterhoudt,  Ferguson, Natt, Aheron & Agee, counsel for
Seller and the  Stockholders,  an opinion as of said date, in form and substance
acceptable to Dynatech and Buyer.

     (c) APPROVAL OF BUYER'S AND DYNATECH'S COUNSEL; SATISFACTORY DUE DILIGENCE.
All actions,  proceedings,  instruments and documents required to carry out this
Agreement and the transactions contemplated hereby and all related legal matters
contemplated  by this Agreement  shall have been approved by Goodwin,  Procter &
Hoar as counsel for Dynatech and Buyer,  and such counsel shall have received on
behalf of Dynatech and Buyer such other certificates, opinions, and documents in
form and substance  satisfactory  to counsel for Dynatech and Buyer, as Dynatech
and Buyer may reasonably  require from Seller and the  Stockholders  to evidence
compliance with the terms and conditions hereof as of the Closing; and Dynatech,
Buyer  and  counsel  for  Dynatech  and Buyer  shall  have  completed  their due
diligence of Seller and its business,  which due diligence shall include review,
investigation  and  assessment  of the books,  records,  contracts,  agreements,
properties,  assets, operations,  customers,  suppliers and employees of Seller,
and based upon such review,  investigation  and  assessment,  Dynatech and Buyer
shall have determined, in their sole discretion (i) that their due diligence has
not uncovered any fact or circumstance  which is materially adverse to Seller or
Seller's business,  operations or prospects,  or which indicates that any of the
representations  or  warranties  of  Seller  set forth  herein  are not true and
correct in all material respects, and (ii) that Seller and the Stockholders have
satisfactorily  performed  all of their  respective  covenants  and  obligations
required to be performed by them on or prior to the Closing.

     (d) NO LITIGATION.  There shall have been no  determination  by Dynatech or
Buyer,  acting  in  good  faith,  that  the  consummation  of  the  transactions
contemplated by this Agreement has become inadvisable or impracticable by reason
of the  institution  or threat  by any  person  or any  federal,  state or other
governmental  authority  of  litigation,  proceedings  or other  action  against
Dynatech, Buyer, Seller or any Stockholder.

                                       31
  


     (e) NO  MATERIAL  CHANGE;  ASSET  VALUE.  There shall have been no material
adverse  change in the financial  condition,  properties,  assets,  liabilities,
business or operations of Seller since the Base Balance Sheet, whether or not in
the ordinary course of business. Without limiting the forgoing, the Seller's Net
Asset  Value as of the Closing  shall  equal or exceed Five  Million Two Hundred
Thousand Dollars ($5,200,000).

     (f)  CERTIFICATE  FROM  PRESIDENT  AND  STOCKHOLDERS.   Seller  shall  have
delivered to Dynatech and Buyer a  certificate  of its President and each of the
Stockholders  that the  statements  set forth in paragraphs (a) and (e) above in
this Section 6.1 are true and correct.

     (g) ESCROW AGREEMENT. Each of Seller, Buyer, Dynatech, the Stockholders and
the Escrow  Agent  shall  have  executed  and  delivered  the Escrow  Agreement,
substantially in the form attached hereto as EXHIBIT C and the Escrowed Dynatech
Shares  shall have been  deposited  with the  Escrow  Agent to be held in escrow
pursuant to the provisions of the Escrow Agreement.

     (h) CONSENTS.  Seller shall have made all filings with and notifications of
governmental authorities,  regulatory agencies and other entities required to be
made by Seller in connection  with the execution and delivery of this Agreement,
the  performance  of the  transactions  contemplated  hereby  and the  continued
operation of the  business of Seller by Buyer  subsequent  to the  Closing,  and
Seller,  Dynatech and Buyer shall have  received  all  required  authorizations,
waivers, consents and permits to permit the continuation of the business and the
transactions  contemplated by this Agreement,  in form and substance  reasonably
satisfactory to Dynatech and Buyer, from all third parties,  including,  without
limitation,  applicable governmental authorities,  regulatory agencies, lessors,
lenders and  contract  parties,  required  in  connection  with the  transfer of
Subject Assets or Seller's contracts,  permits, leases, licenses and franchises,
to avoid a breach,  default,  termination,  acceleration  or modification of any
indenture,   loan  or  credit  agreement  or  any  other  agreement,   contract,
instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment,
injunction,  decree,  determination  or arbitration  award as a result of, or in
connection  with,  the execution and  performance of this  Agreement.  Buyer and
Dynatech  shall have received an executed  assignment of lease from the landlord
of each leased property described in SCHEDULE 2.6(b) hereof.

     (i) NON-COMPETITION AGREEMENT. Each of the Stockholders shall have executed
and delivered to Buyer and Dynatech a Non-Competition Agreement in substantially
the form of Exhibit D attached hereto.

     (j) EMPLOYMENT AGREEMENTS. Leon P. Harris shall have executed and delivered
to Buyer and  Dynatech an  Employment  Agreement  in  substantially  the form of
EXHIBIT E attached hereto.

                                       32



     (k) FIRPTA WITHHOLDING.  Buyer and Dynatech shall have received from Seller
"transferor's  certificate  of  non-foreign  status" as provided in the Treasury
Regulations under Section 1445 of the Code  substantially in the form previously
provided to Seller.

     (l) HART-SCOTT-RODINO. All required filings under the Hart-Scott-Rodino Act
shall have been completed and all  applicable  time  limitations  under such Act
shall have  expired  without a request for further  information  by the relevant
federal  authorities  under  such Act,  or in the  event of such a  request  for
further information, the expiration of all applicable time limitations under the
Act without the objection of such federal authorities.

     (m) BILL OF SALE.  Seller shall have  executed  and  delivered to Buyer and
Dynatech a Bill of Sale in substantially the form of EXHIBIT F attached hereto.

     6.2 CONDITIONS TO OBLIGATIONS OF SELLER.  Seller's obligation to consummate
this  Agreement  and the  transactions  contemplated  hereby is  subject  to the
satisfactory  fulfillment or waiver, at the sole discretion of Seller,  prior to
or at the Closing, of each of the following conditions:

     (a) REPRESENTATIONS; WARRANTIES; COVENANTS. Each of the representations and
warranties  of Buyer  and  Dynatech  contained  in  Section  4 shall be true and
correct;  Buyer and Dynatech shall, on or before the Closing, have performed all
of their  respective  obligations  hereunder which by the terms hereof are to be
performed on or before the Closing.

     (b) OPINION OF COUNSEL.  On the Closing  Date,  Seller shall have  received
from Goodwin,  Procter & Hoar,  counsel for Dynatech and Buyer, an opinion as of
said date, in form and substance acceptable to Seller.

     (c) APPROVAL OF SELLER'S COUNSEL. All actions, proceedings, instruments and
documents required to carry out this Agreement and the transactions contemplated
hereby and all related legal matters  contemplated  by this Agreement shall have
been  approved by  Osterhoudt,  Ferguson,  Natt,  Aheron & Agee,  as counsel for
Seller and the  Stockholders,  and such counsel shall have received on behalf of
Seller such other certificates,  opinions, and documents in form satisfactory to
counsel for Seller,  as Seller may  reasonably  require  from Seller to evidence
compliance  with the  terms and  conditions  hereof  as of the  Closing  and the
correctness  as of the  Closing of the  representations  and  warranties  of the
Seller and the fulfillment of its covenants.

     (d) HART-SCOTT-RODINO. All required filings under the Hart-Scott-Rodino Act
shall have been completed and all  applicable  time  limitations  under such Act
shall have  expired  without a request for further  information  by the relevant
federal  authorities  under  such Act,  or in the  event of such a  request  for
further information, the expiration of all applicable time limitations under the
Act without the objection of such federal authorities.

                                       33
  


     (e)  RECEIPT OF PURCHASE  PRICE.  On the Closing  Date,  Seller  shall have
received from Buyer the cash payments  referenced in Section 1.3 hereof, and the
Dynatech  Shares shall have been issued in favor of Seller and  delivered to the
Escrow Agent.

     (f) ASSIGNMENT OF LEASE.  Buyer,  Seller and JKL L.L.C. shall have executed
and caused to be filed such documents (on such terms as are mutually acceptable)
as are necessary to amend certain terms, and effect the assignment, of the lease
relating to the land and building known as 221 South Yorkshire  Street in Salem,
Virginia, on which Seller currently operates its business.


7. REGISTRATION OF DYNATECH SHARES.

     7.1 REGISTRATION OF DYNATECH  SHARES.  Dynatech shall prepare and file with
the Securities and Exchange  Commission as soon as  practicable,  a registration
statement on the appropriate  form (together with all amendments and supplements
to any such registration statement, including post-effective amendments, and all
material  incorporated by reference or deemed to be incorporated by reference in
such registration statement (the "Registration  Statement") under the Securities
Act of 1933,  as  amended  from  time to time,  and the  rules  and  regulations
promulgated  thereunder,  for  the  registration  (the  "Registration")  of  the
offering of the Dynatech  Shares for the account of the Seller.  Dynatech  shall
use its  best  efforts  to  have  the  Registration  declared  effective  by the
Securities  and  Exchange  Commission  on or before the  sixty-first  (61st) day
following the Closing Date, and to keep such Registration continuously effective
for a  period  of  thirty-six  (36)  months  following  the  date on  which  the
Registration  is declared  effective by the Securities  and Exchange  Commission
(the "Registration Effective Date"), or such shorter period which will terminate
when all of the  Dynatech  Shares  have been sold by the  Seller.  Seller  shall
cooperate with Dynatech in connection  with the  Registration  and shall provide
such information and execute such documents as Dynatech shall reasonably request
in connection with the Registration.

     7.2 SALE OF DYNATECH SHARES BY SELLER. If at any time Seller elects to sell
all or any of the Dynatech Shares,  Seller shall conduct such sales only through
a registered securities broker acceptable to Dynatech (a "Broker"). Seller shall
not,  and shall not permit any Broker  to,  sell more than (i) an  aggregate  of
50,000  Dynatech Shares during any calendar day, or (ii) an aggregate of 150,000
Dynatech  Shares during any calendar week,  except that such volume  limitations
shall not apply to any sales of a "block"  of  Dynatech  Shares (as such term is
defined in Rule 10b-18 under the  Securities  Exchange Act of 1934, as amended).
Seller  further  agrees  that it shall not,  and shall not permit any Broker to,
sell any of the Escrowed  Dynatech  Shares at any time prior to the September 1,
1997.

     7.3 REGISTRATION EXPENSES.  Dynatech shall be responsible for and shall pay
all fees, costs and expenses  relating to the  Registration,  including  without
limitation,  all  Securities and Exchange  Commission  and securities  exchange,
NASDAQ  registration and filing fees, and all fees and expenses of compliance by
Dynatech with the federal securities laws or any applicable state blue sky laws.

                                       34



     7.4  LIMITATION ON  OBLIGATIONS  OF DYNATECH TO REGISTER  DYNATECH  SHARES.
Seller  expressly  acknowledges  and  agrees  that  nothing  set  forth  in this
Agreement  shall be deemed (i) to  obligate  Dynatech  to continue to pursue any
registration  of any of the Dynatech Shares if the  Registration  Effective Date
shall not have  occurred on or before the  sixty-first  (61st) day following the
Closing Date, (ii) to obligate Dynatech to repurchase all or any of the Escrowed
Dynatech Shares at any time, or (iii) to constitute a modification, amendment or
waiver of any of the terms of the Escrow Agreement.

8. RIGHTS AND OBLIGATIONS SUBSEQUENT TO CLOSING.

     8.1 SURVIVAL OF WARRANTIES.  All representations,  warranties,  agreements,
covenants and  obligations  herein or in any schedule,  exhibit,  certificate or
financial  statement  delivered by any party to the other party  incident to the
transactions  contemplated  hereby  are  material,  shall be deemed to have been
relied upon by the other party and shall  survive the Closing  regardless of any
investigation and shall not merge in the performance of any obligation by either
party hereto.

     8.2  COLLECTION OF ASSETS.  Subsequent  to the Closing,  Buyer and Dynatech
shall have the right and  authority to collect all  receivables  and other items
transferred  and  assigned to them by Seller  hereunder  and to endorse with the
name of Seller any checks  received  on  account  of such  receivables  or other
items, and Seller agrees that it will promptly transfer or deliver to Buyer from
time to time, any cash or other property that Seller may receive with respect to
any claims, contracts,  licenses,  leases,  commitments,  sales orders, purchase
orders,  receivables of any character or any other items included in the Subject
Assets.

     8.3  PAYMENT  OF  OBLIGATIONS.   Seller  shall  pay  all  of  the  Excluded
Liabilities in the ordinary course of business as they become due.

     8.4  CONFIDENTIALITY.  To the fullest extent  permitted by law,  Seller and
each Stockholder shall for a period of five (5) years from the Closing Date keep
secret and shall use their best efforts not to publish, divulge, furnish, use or
make  accessible to anyone  (otherwise than in the regular course of business of
Seller, Buyer, Dynatech or a subsidiary of Dynatech, or as may be required under
applicable law or legal process) any knowledge or information of a confidential,
proprietary  or secret  nature with  respect to any plans,  products,  material,
production   methods,   systems,   designs,   suppliers,   customers,   customer
requirements,  business operations or techniques of Seller,  Buyer,  Dynatech or
any  subsidiary of Dynatech;  provided,  however,  that the foregoing  shall not
apply to  information  that has entered the public  domain  other than through a
breach of a confidential obligation owed to Seller, Buyer or Dynatech.

                                       35



9. INDEMNIFICATION.

     9.1 INDEMNIFICATION BY SELLER AND STOCKHOLDERS. Seller and each Stockholder
jointly and severally (the "Seller  Indemnifying  Parties")  agrees to indemnify
and hold Dynatech,  Buyer and their  respective  subsidiaries and affiliates and
persons  serving  as  officers,   directors,   partners  or  employees   thereof
(individually  a  "Buyer   Indemnified   Party"  and   collectively  the  "Buyer
Indemnified  Parties")  harmless  from and  against  any  damages,  liabilities,
losses,  taxes,  fines,  penalties,  costs,  and  expenses  (including,  without
limitation,  reasonable  fees  of  counsel)  of any  kind or  nature  whatsoever
(whether or not arising out of third-party claims and including all amounts paid
in  investigation,  defense or  settlement  of the  foregoing  pursuant  to this
Section 9) which may be  sustained  or suffered by any of them arising out of or
based upon any of the following matters:

     (a) fraud,  intentional  misrepresentation or a deliberate or wilful breach
by Seller or any  Stockholder  of any of their  representations,  warranties  or
covenants under this Agreement,  the Escrow Agreement or in any other agreement,
certificate, schedule or exhibit delivered pursuant hereto;

     (b) any other breach of any representation,  warranty or covenant of Seller
or any Stockholder  under this Agreement,  the Escrow  Agreement or in any other
agreement,  certificate,  schedule or exhibit  delivered  pursuant hereto, or by
reason of any claim,  action or proceeding asserted or instituted growing out of
any matter or thing constituting a breach of such representations, warranties or
covenants;

     (c)  all  claims  asserted  under  the  Bulk  Sales  Act of any  applicable
jurisdiction relative to any Excluded Liabilities;

     (d) any failure by Seller or the  Stockholders to perform and discharge any
of the Excluded Liabilities as set forth in this Agreement;

     (e) any  liability  of Seller or any  Stockholder  for Taxes (as defined in
Section 2.8) which are not included in the Assumed Liabilities;

     (f) the generation,  transportation,  use, storage, treatment, disposal of,
or management of any Hazardous  Waste anytime on or prior to the Closing Date or
any spill, release, or disposal of Hazardous Material at any time on or prior to
the Closing Date at any site presently or formerly owned,  operated,  leased, or
used by  Seller;  or the  discovery  of any  Hazardous  Material  in the soil or
groundwater  at any such site which was  present at such site on or prior to the
Closing Date;

     (g)  the  existence  or  use,  on or  prior  to the  Closing  Date,  of any
underground  or above  gradient  storage tanks at any site presently or formerly
owned, operated, leased or used by Seller;

                                       36



     (h) Seller violating or being held liable under any  Environmental Law as a
result  of facts or  actions  arising,  in whole or in part,  on or prior to the
Closing Date;

     (i) the  existence of any  asbestos or  asbestos-containing  material,  any
polychlorinated  biphenyls  (PCBs) or  equipment  containing  PCBs,  or any urea
formaldehyde foam insulation at any site, presently or formerly owned, operated,
leased or used by Seller at any time on or prior to the Closing Date;

     (j) any claims by employees retained by Buyer for violations at any time on
or  prior  to the  Closing  Date  of any  Environmental  Law or  other  laws  or
regulations   relating  to  worker  safety  or   right-to-know   and  claims  by
governmental entities, remediation and relocation costs, fines and penalties and
any  other  costs,  damages  or  expenses  incurred  by Buyer as a result of the
matters set forth in this Section 9.1; and

     (k) warranty claims for materials and labor arising on before  September 1,
1996 in an  aggregate  amount in excess of  $50,000  resulting  from a  specific
failure of any product sold by Seller prior to the Closing Date,  which specific
failure is caused by defective components or faulty workmanship.


     9.2   LIMITATIONS   ON   INDEMNIFICATION   BY  SELLER   AND   STOCKHOLDERS.
Notwithstanding  the  foregoing,  the  right of  Buyer  Indemnified  Parties  to
indemnification under Section 9.1 shall be subject to the following provisions:

     (a)  Notwithstanding  anything to the contrary contained in Section 9.1, no
indemnification   shall  be  payable  pursuant  to  Section  9.1  to  any  Buyer
Indemnified  Party with respect to any single claim  involving less than $5,000;
and no  indemnification  shall be payable  pursuant  to Section 9.1 to any Buyer
Indemnified  Party with respect to any claims  involving more than $5,000 unless
the  aggregate  amount of all such claims  exceeds  $50,000,  whereupon the full
amount of all such claims shall be recoverable  in accordance  with the terms of
this Agreement;

     (b) No  indemnification  shall be payable to a Buyer Indemnified Party with
respect to claims  asserted  pursuant  to Section 9.1  (exclusive  of claims for
indemnification  for (i)  fraud by Seller or any  Stockholder,  (ii)  Taxes or a
breach of any representation,  warranty or covenant with respect to Taxes or tax
related matters or (iii) any matters  described in Sections  9.1(f)-(j)  hereof)
after the date which is two years from the  Closing  Date (the  "Indemnification
Cut-Off Date"); and

     (c) The obligations of Seller and the Stockholders  under Section 9.1 shall
be limited  to the  amount of the  purchase  price  (including  the value of the
Dynatech Shares and the Non-Compete Payment) set forth in Section 1.3; provided,
however,  that there  shall be no  limitation  of the amount of  indemnification
relating to claims  involving (i) fraud by Seller or any Stockholder  (ii) Taxes
or a breach of any representation, warranty or covenant with respect to Taxes or
tax related  matters or (iii) any of the matters  described  in Sections  9.1(f)
through 9.1(j) hereof.

                                       37


     9.3  INDEMNIFICATION  BY BUYER AND  DYNATECH.  Buyer and Dynatech  (each an
"Buyer  Indemnifying  Party")  agree  to  indemnify  and  hold  Seller  and  its
representatives,  affiliates  and  persons  serving as  officers,  directors  or
employees  thereof  and  each  of  the  Stockholders   (individually  a  "Seller
Indemnified Party" and collectively the "Seller  Indemnified  Parties") harmless
from and against any damages,  liabilities,  losses,  taxes,  fines,  penalties,
costs and expenses (including,  without limitation,  reasonable fees of counsel)
of any kind or nature  whatsoever  (whether or not  arising  out of  third-party
claims and including all amounts paid in investigation, defense or settlement of
the foregoing  pursuant to this Section 9) which may be sustained or suffered by
any of them arising out of or based upon any of the following matters:

     (a) a breach of any  representation,  warranty or covenant made by Buyer or
Dynatech in this Agreement or in any certificate  delivered by Buyer or Dynatech
hereunder,  or by  reason  of  any  claim,  action  or  proceeding  asserted  or
instituted growing out of any matter or thing constituting such a breach; and

     (b) any failure by Buyer or Dynatech  to perform and  discharge  any of the
Assumed Liabilities as set forth in this Agreement.

     9.4 LIMITATION ON BUYER'S AND DYNATECH'S  OBLIGATIONS.  Notwithstanding the
foregoing,  the right of Seller  Indemnified  Parties to  indemnification  under
Section 9.3 shall be subject to the following provisions:

     (a) No indemnification  shall be payable to a Seller Indemnified Party with
respect to claims  asserted  pursuant  to Section 9.3  (exclusive  of claims for
indemnification  for  failure  to perform  and  discharge  any of those  certain
contractual  liabilities being assumed by Buyer and which are listed on SCHEDULE
9.4 attached hereto) after the Indemnification Cut-Off Date; and

     (b) The  obligations  of  Dynatech  and Buyer  under  Section  9.3 shall be
limited to the amount of the purchase price set forth in Section 1.3.

     9.5  NOTICE;  DEFENSE  OF  CLAIMS.   Promptly  after  receipt  by  a  Buyer
Indemnified Party or a Seller  Indemnified  Party (the  "Indemnified  Party") of
notice  of  any  claim,  liability  or  expense  to  which  the  indemnification
obligations  hereunder  would  apply,  the  Indemnified  Party shall give notice
thereof in writing to the Buyer  Indemnifying  Party or the Seller  Indemnifying
Party, as the case may be (such other party being hereinafter referred to as the
"Indemnifying Parties" without regard to the number of parties) but the omission
to so notify the Indemnifying Parties promptly will not relieve the Indemnifying
Parties from any liability  except to the extent that the  Indemnifying  Parties
shall have been  prejudiced  as a result of the  failure or delay in giving such
notice.  Such notice shall state the  information  then available  regarding the
amount and nature of such claim,  liability or expense.  If within 20 days after
receiving  such notice the  Indemnifying  Parties  gives  written  notice to the
Indemnified  Party  stating that it disputes and intends to defend  against such
claim,  liability or expense at its own cost and  expense,  then counsel for the
defense shall be selected by the Indemnifying Parties (subject to the consent of
the Indemnified Party which consent shall not be unreasonably  withheld) and the
Indemnified  Party shall make no payment on such claim,  liability or expense as
long as the  Indemnifying  Parties  is  conducting  a good  faith  and  diligent
defense.  Notwithstanding anything herein stated, the Indemnified Party shall at
all times have the right to fully participate in such defense at its own expense
directly or through  counsel;  provided,  however,  if the named  parties to the
action or proceeding  include both the Indemnifying  Parties and the Indemnified
Party  and  representation  of  both  parties  by  the  same  counsel  would  be
inappropriate under applicable standards of professional conduct, the expense of
separate  counsel for the  Indemnified  Party shall be paid by the  Indemnifying
Parties.  If no such  notice  of intent to  dispute  and  defend is given by the
Indemnifying  Parties,  or if such  diligent  good faith defense is not being or
ceases to be  conducted,  the  Indemnified  Party  shall,  at the expense of the
Indemnifying Parties,  undertake the defense of such claim, liability or expense
(with counsel  selected by the Indemnified  Party),  and shall have the right to
compromise or settle the same (exercising reasonable business judgment) with the
approval  of the  Indemnifying  Party,  such  approval  not  to be  unreasonably
withheld.  If such claim,  liability or expense is one that by its nature cannot
be defended solely by the Indemnifying Parties, then the Indemnified Party shall
make available all information and assistance that the Indemnifying  Parties may
reasonably  request and shall  cooperate with the  Indemnifying  Parties in such
defense.

                                       38



     9.6 SATISFACTION OF SELLER AND STOCKHOLDER INDEMNIFICATION  OBLIGATIONS. In
order to satisfy the indemnification  obligations of Seller and the Stockholders
pursuant to Section 9.1 above,  a Buyer  Indemnified  Party shall have the right
(in addition to collecting directly from Seller and the Stockholders) to proceed
directly  against the Escrow  Fund as further set forth in the Escrow  Agreement
for the period during which such Escrow Account is in effect.

10. MISCELLANEOUS.

     10.1 BULK SALES LAW. Buyer waives  compliance by Seller with the provisions
of any  applicable  bulk  sales,  fraudulent  conveyance  or  other  law for the
protection  of creditors in connection  with the transfer of the Subject  Assets
under this Agreement.

     10.2  FEES  AND  EXPENSES.  The  Seller  will  bear  all  of  its  and  the
Stockholders'  expenses in connection with the negotiation and the  consummation
of the transactions contemplated by this Agreement, and no expenses of Seller or
any of the  Stockholders  relating  in any way to the  purchase  and sale of the
Subject Assets hereunder and the  transactions  contemplated  hereby,  including
without limitation legal, accounting or other professional expenses of Seller or
any  Stockholder,  shall be  charged  to or paid by  Buyer  and/or  Dynatech  or
included in any of the Assumed  Liabilities.  Buyer and Dynatech will bear their
own expenses in connection  with the  negotiation  and the  consummation  of the
transactions  contemplated by this Agreement,  including  Buyer's  incorporation
expenses.  Each party will bear its own costs and  expenses,  including  without
limitation legal,  accounting or other professional expenses, in connection with
all filings required to be made under the Hart-Scott-Rodino Act.

                                       39


  
     10.3 GOVERNING LAW. This Agreement shall be construed under and governed by
the internal laws of the Commonwealth of Virginia without regard to its conflict
of laws provisions.

     10.4 NOTICES. Any notice,  request,  demand or other communication required
or  permitted  hereunder  shall be in  writing  and shall be deemed to have been
given if delivered or sent by facsimile  transmission,  upon receipt, or if sent
by registered or certified mail, upon the sooner of the date on which receipt is
acknowledged or the expiration of three days after deposit in United States post
office  facilities  properly  addressed with postage  prepaid.  All notices to a
party will be sent to the  addresses set forth below or to such other address or
person as such party may designate by notice to each other party hereunder:


        TO DYNATECH:                 Dynatech Corporation
        -----------                  3 New England Executive Park
                                     Burlington, MA  01802
                                     Attn: Chief Financial Officer
                                     Telephone:  (617) 272-6100
                                     Telecopier:  (617) 229-8850

        With a copy to:              Goodwin, Procter & Hoar
                                     Exchange Place
                                     Boston, MA  02109
                                     Attn:  Edward T. O'Dell, Jr., P.C.
                                     Telephone: (617) 570-1000
                                     Telecopier: (617) 523-1231

        TO BUYER:                    Dynatech Communications, Inc.
        --------                     c/o Dynatech Corporation
                                     3 New England Executive Park
                                     Burlington, MA  01802
                                     Attn:  Chief Financial Officer
                                     Telephone:  (617) 272-6100
                                     Telecopier:  (617) 229-8850

        With a copy to:              Goodwin, Procter & Hoar
                                     Exchange Place
                                     Boston, MA  02109
                                     Attn:  Edward T. O'Dell, Jr., P.C.
                                     Telephone:  (617) 570-1000
                                     Telecopier:  (617) 523-1231

                                       40


        TO SELLER:                   Virginia Tele-Path Industries, Inc.
        ---------                    221 South Yorkshire Street
                                     Salem, VA 24153
                                     Attn:  Leon P. Harris
                                     Telephone: (540) 375-0500
                                     Telecopier: (540) 375-0505

        With a copy to:              Osterhoudt, Ferguson, Natt, Aheron & Agee
                                     1919 Electric Road
                                     P.O. Box 20068
                                     Roanoke, VA 24018
                                     Attn:  Edward Natt, Esq.
                                     Telephone:  (540) 774-1197
                                     Telecopier:  (540) 774-0961


        TO STOCKHOLDERS:             See the addresses set forth opposite
        ---------------              each Stockholder's name on EXHIBIT A

        With a copy to:              Osterhoudt, Ferguson, Natt, Aheron & Agee
                                     1919 Electric Road
                                     P.O. Box 20068
                                     Attn:  Edward Natt, Esq.
                                     Roanoke, VA 24018
                                     Telephone:  (540) 774-1197
                                     Telecopier:  (540) 774-0961


     Any notice given  hereunder  may be given on behalf of any party by counsel
to such party or other authorized representatives.

     10.5 ENTIRE AGREEMENT. This Agreement, including the Schedules and Exhibits
referred  to herein and the other  writings  specifically  identified  herein or
contemplated  hereby, is complete,  reflects the entire agreement of the parties
with respect to its subject matter,  and supersedes all previous written or oral
negotiations,   commitments   and   writings;   no  promises,   representations,
understandings,  warranties and agreements  have been made by any of the parties
hereto except as referred to herein or in such Schedules and Exhibits or in such
other writings,  and all inducements to the making of this Agreement relied upon
by either  party  hereto  have been  expressed  herein or in such  Schedules  or
Exhibits or in such other writings.

     10.6 ASSIGNABILITY; BINDING EFFECT. This Agreement shall only be assignable
by Buyer to a corporation  or  partnership  controlling,  controlled by or under
common control with Buyer or Dynatech upon written  notice to Seller;  provided,
however,  that no such  assignment  shall  relieve  Dynatech of its  obligations
hereunder.  This  Agreement  may not be  assigned  by Seller  without  the prior
written consent of Buyer and Dynatech.  This Agreement shall be binding upon and
enforceable  by, and shall inure to the benefit of, the parties hereto and their
respective successors, and permitted assigns.

                                       41


  
     10.7  CAPTIONS  AND  GENDER.   The  captions  in  this  Agreement  are  for
convenience only and shall not affect the construction or  interpretation of any
term or provision hereof.  The use in this Agreement of the masculine pronoun in
reference  to a party  hereto  shall be deemed to include the feminine or neuter
pronoun, as the context may require.

     10.8 EXECUTION IN  COUNTERPARTS.  For the convenience of the parties and to
facilitate   execution,   this   Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same document.

     10.9  AMENDMENTS.  This  Agreement may not be amended or modified,  nor may
compliance with any condition or covenant set forth herein be waived,  except by
a writing duly and validly  executed by each party  hereto,  or in the case of a
waiver, the party waiving compliance.


     10.10 PUBLICITY AND  DISCLOSURES.  No press releases or public  disclosure,
either  written or oral, of the  transactions  contemplated  by this  Agreement,
shall be made by a party to this  Agreement  without  the  prior  knowledge  and
written consent of Dynatech, Buyer and Seller.

     10.11 CONSENT TO  JURISDICTION.  Solely for the purpose of allowing a party
to enforce its indemnification  and other rights hereunder,  each of the parties
hereby  consents to personal  jurisdiction,  service of process and venue in the
federal or state courts of either Virginia or Massachusetts,  or in the court in
which any claim for which  indemnification  may be sought  hereunder  is brought
against a Buyer Indemnified Party.

     10.12  CONSENTS,   WAIVERS  AND  ACTIONS  BY  STOCKHOLDERS.   Each  of  the
Stockholders  expressly  acknowledges  and agrees  that any  consent or approval
required or permitted to be given by the Stockholders under this Agreement,  the
Escrow  Agreement  or any  other  agreement  executed  in  connection  with  the
transactions  contemplated  hereby,  may be given,  and any term or condition of
this  Agreement,  the  Escrow  Agreement,  or any other  agreement  executed  in
connection with the transactions  contemplated  hereby, may be amended,  and the
performance  or  observance  by the  Buyer  or  Dynatech  of any  term  of  this
Agreement,  the Escrow  Agreement or any other agreement  executed in connection
with the transactions contemplated hereby, may be waived (either generally or in
a particular  instance and either  retrospectively or  prospectively),  by those
Stockholders holding at least fifty-one percent of the outstanding capital stock
of the Seller as of the date hereof (the "Majority Stockholders"),  and any such
consent,  approval,  amendment or waiver by the Majority  Stockholders  shall be
binding  upon each and every  Stockholder  regardless  of whether each and every
Stockholder  received  notice  of, or is in favor of,  such  consent,  approval,
amendment or waiver.

                                       42


     10.13 FURTHER ASSURANCES.  Each of the parties hereto agrees to execute and
deliver,  or to cause  to be  executed  and  delivered,  all  such  instruments,
agreements and other documents,  and to take such actions as any other party may
reasonably request in order (i) to effectuate the intent and purposes of, and to
carry out the terms of this  Agreement and (ii) to enable the parties to prepare
and file all requisite notices, reports and certificates required to be filed by
the parties under the laws of the United States and under the laws of all states
and other jurisdictions applicable to the parties.


                                 [END OF TEXT]


                                       43



                    ASSET PURCHASE AGREEMENT SIGNATURE PAGE

     IN  WITNESS  WHEREOF  the  parties  hereto  have  executed  or caused  this
Agreement to be executed by their duly authorized representatives as of the date
set forth above.


                              DYNATECH CORPORATION

                           By:     ROGER C. CADY
                           Title:  Vice President, Business
                                   Development


                              DYNATECH COMMUNICATIONS, INC.

                           By:     ROBERT H. HERTZ
                           Title:  Assistant Secretary


                      VIRGINIA TELE-PATH INDUSTRIES, INC.

                           By:     LEON P. HARRIS
                           Title:  President



                                STOCKHOLDERS:

                                LEON P. HARRIS


                                BEVERLY HARRIS

                               
                                KENNETH BOWMAN


                                NANCY BOWMAN