SHAREHOLDER TENDER AND VOTING AGREEMENT



      This SHAREHOLDER TENDER AND VOTING AGREEMENT (this "Agreement") is entered

into as of October 23, 2002, by and between DRS Technologies, Inc., a Delaware

corporation ("Parent"), Prince Merger Corporation, a Florida corporation and a

wholly-owned subsidiary of Parent ("Merger Sub"), and Krishan K. Joshi, Vicky M.

Joshi and UES Inc., an Ohio corporation, referred to collectively herein as

("Shareholders").



                              W I T N E S S E T H:



      WHEREAS, as of the date hereof, the Shareholders "beneficially own" (as

such term is defined in Rule 13d-3 promulgated under the Exchange Act) and are

entitled to dispose of (or to direct the disposition of) and to vote (or to

direct the voting of) the number of shares of common stock, par value $0.015 per

share (the "Common Stock"), of [Prince] Inc., a Florida corporation (the

"Company"), set forth opposite such Shareholders' name on Schedule I hereto

(such shares of Common Stock, together with any other shares of Common Stock the

power to dispose of or vote over which such Shareholders acquire during the

period from and including the date hereof through and including the date on

which this Agreement is terminated in accordance with its terms, are

collectively referred to herein as the "Subject Shares");



      WHEREAS, Parent, Merger Sub and the Company propose to enter into an

Agreement and Plan of Merger, dated as of the date hereof (the "Merger

Agreement"), which provides for Merger Sub to commence a tender offer (the

"Offer") for all of the issued and outstanding shares of the Common Stock and

the merger of Merger Sub with and into the Company, with the Company surviving

as a wholly-owned subsidiary of Parent (the "Merger"); and



      WHEREAS, as a condition to the willingness of Parent to enter into the

Merger Agreement, and as an inducement and in consideration therefor, the

Shareholders are executing this Agreement.



      NOW, THEREFORE, in consideration of the foregoing and the mutual premises,

representations, warranties, covenants and agreements contained herein, the

parties hereto, intending to be legally bound, hereby agree as follows:



                                   ARTICLE I

                     TENDER AGREEMENT AND IRREVOCABLE PROXY



            Section 1.1 Tender Agreement. The Shareholders hereby agree that

unless this Agreement is terminated pursuant to Article V hereof, (a) the

Shareholders shall tender the Subject Shares to Merger Sub in the Offer as

promptly as practicable, and in any event no later than the tenth Business Day,

following the commencement of the

{PAGE}

Offer pursuant to Section 1.1 of the Merger Agreement; provided, however, that

with respect to 11,400 Subject Shares held by Vicky M. Joshi in an individual

retirement account, such Shareholder shall tender the 11,400 Subject Shares as

promptly as practicable under the circumstances and (b) the Shareholders shall

not withdraw any Subject Shares so tendered unless the Offer is terminated or

has expired without Purchaser purchasing all shares of Common Stock validly

tendered in the Offer.



            Section 1.2 Grant of Irrevocable Proxy. The Shareholders hereby

appoint Parent and any designee of Parent, and each of them individually, as the

Shareholders' proxy and attorney-in-fact, with full power of substitution and

resubstitution, to vote or act by written consent with respect the Subject

Shares (x) in favor of the approval of the terms of the Merger Agreement, the

Merger and the other transactions contemplated by the Merger Agreement (and any

actions required in furtherance thereof), (y) against any action, proposal,

transaction or agreement that would result in a breach in any respect of any

covenant, representation or warranty or any other obligation or agreement of the

Company contained in the Merger Agreement or of the Shareholders contained in

this Agreement, and (z) except with the written consent of Parent, against the

following actions or proposals (other than the transactions contemplated by the

Merger Agreement): (i) any Acquisition Proposal; and (ii) (A) any change in the

persons who constitute the board of directors of the Company as such board is

constituted as of the date of this Agreement (or their successors who were so

approved); (B) any material change in the present capitalization of the Company

or any amendment of the Company's articles of incorporation or bylaws; (C) any

other material change in the Company's corporate structure or business; or (D)

any other action or proposal involving the Company or any of its Subsidiaries

that is intended, or could reasonably be expected, to prevent, impede, interfere

with, delay, postpone or adversely affect the transactions contemplated by the

Merger Agreement; provided, however, that nothing in this Agreement shall limit

or affect Krishan K. Joshi from acting in accordance with his fiduciary duties

as an officer or director of the Company. Any such vote shall be cast or consent

shall be given in accordance with such procedures relating thereto so as to

ensure that it is duly counted for purposes of determining that a quorum is

present and for purposes of recording the results of such vote or consent. The

Shareholders agree not to enter into any agreement or commitment with any Person

the effect of which would be inconsistent with or violative of the provisions

and agreements contained in this Article I. This proxy is given to secure the

performance of the duties of the Shareholders under this Agreement. The

Shareholders shall promptly cause a copy of this Agreement to be deposited with

the Company at its principal place of business. The Shareholders shall take such

further action or execute such other instruments as may be necessary to

effectuate the intent of this proxy.



                  (a) The proxy and power of attorney granted pursuant to

Section 1.2(a) by the Shareholders is executed in accordance with Section

607.0722 of Florida Law and shall be irrevocable during the term of this

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC