<PAGE>   1
                                                                    EXHIBIT 10.9

<TABLE>
<S>                                      <C>                                 <C>        <C>
===========================================================================================================
                                          1. THIS CONTRACT IS A RATED ORDER   RATING     PAGE OF PAGES
          AWARD/CONTRACT                     UNDER DPAS (15 CFR 350)
===========================================================================================================
2. CONTRACT (Proc. Inst. Indent.) NO.     3. EFFECTIVE DATE     4. REQUISITION/PURCHASE REQUEST/PROJECT NO.
    GSO3K-96-DSD1003
-----------------------------------------------------------------------------------------------------------
5. ISSUED BY           CODE               6. ADMINISTERED BY (If other than Item 5)         CODE
                           -----------                                                          -----------

     General Services Administration
     Telecommunications Acquisition Services Division (3KE)
     100 Penn Square East, 7th Fl.
     Philadelphia, PA 19107

-----------------------------------------------------------------------------------------------------------
7. NAME AND ADDRESS OF CONTRACTOR                                8. DELIVERY
   (No., street, city, country, State and ZIP Code)
                                                                    [ ] FOB ORIGIN    [X] OTHER (See below)
   Prime: U.S. Small Business Administration                    -------------------------------------------
          Baltimore District Office                              9. DISCOUNT FOR PROMPT PAYMENT
          10 S. Howard Street, City Crescent Bldg. 6th Fl.
          Baltimore, MD 21201                                   -------------------------------------------
                                                                 10. SUBMIT INVOICES              ITEM
   Subcontractor: TeleCommunication Systems, Inc.                (4 copies unless other-
                  275 West Street, Suite 400                     wise specified) TO THE           PER AGENCY
                  Annapolis, MD 21401                            ADDRESS SHOWN IN:                ORDER
-------------------------------------------------------------
CODE                     FACILITY CODE
===========================================================================================================
11. SHIP TO/MARK FOR   CODE                         12. PAYMENT WILL BE MADE BY             CODE
                           -----------                                                          -----------
To be shown on individual task/delivery orders      To be shown on individual task/delivery orders
issued against this contract.                       issued against this contract.

-----------------------------------------------------------------------------------------------------------
13. AUTHORITY FOR USING OTHER THAN FULL             14. ACCOUNTING AND APPROPRIATION DATA
    AND OPEN COMPETITION:                           Will be provided at contract award or on individual
[ ] 10 U.S.C. 2304(c) (      )                      task orders
[X] 41 U.S.C. 253(C) (  5   )
-----------------------------------------------------------------------------------------------------------
15A. ITEM NO.     15B. SUPPLIES/SERVICES        15C. QUANTITY    15D. UNIT    15E. UNIT PRICE   15F. AMOUNT
-----------------------------------------------------------------------------------------------------------
The base year of this contract is $9,976,150.40. If all option years are
exercised, the maximum dollar value of the contract is $70,727,494.40.
-----------------------------------------------------------------------------------------------------------
Section K and the contractor's technical proposal, including the supplemental
pages are incorporated by reference.
-----------------------------------------------------------------------------------------------------------

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

-----------------------------------------------------------------------------------------------------------
                                                               15G. TOTAL AMOUNT OF CONTRACT    $
===========================================================================================================
                                           16. TABLE OF CONTENTS
-----------------------------------------------------------------------------------------------------------
(check)    SEC.                     DESCRIPTION                        PAGE(S)
-----------------------------------------------------------------------------------------------------------
                                           PART I - THE SCHEDULE
-----------------------------------------------------------------------------------------------------------
X        A         SOLICITATION/CONTRACT FORM
-----------------------------------------------------------------------------------------------------------
X        B         SUPPLIES OR SERVICES AND PRICES/COSTS
-----------------------------------------------------------------------------------------------------------
X        C         DESCRIPTION/SPECS./WORK STATEMENT
-----------------------------------------------------------------------------------------------------------
X        D         PACKAGING AND MARKING
-----------------------------------------------------------------------------------------------------------
X        E         INSPECTION AND ACCEPTANCE
-----------------------------------------------------------------------------------------------------------
X        F         DELIVERIES OR PERFORMANCE
-----------------------------------------------------------------------------------------------------------
X        G         CONTRACT ADMINISTRATION DATA
-----------------------------------------------------------------------------------------------------------
X        H         SPECIAL CONTRACT REQUIREMENTS
-----------------------------------------------------------------------------------------------------------
                                         PART II - CONTRACT CLAUSES
X        I         CONTRACT CLAUSES
-----------------------------------------------------------------------------------------------------------
                         PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
-----------------------------------------------------------------------------------------------------------
         J         LIST OF ATTACHMENTS
-----------------------------------------------------------------------------------------------------------
                                PART IV - REPRESENTATIONS AND INSTRUCTIONS
-----------------------------------------------------------------------------------------------------------
         K         REPRESENTATIONS, CERTIFICATIONS AND
                   OTHER STATEMENTS OF OFFERORS
-----------------------------------------------------------------------------------------------------------
         L         INSTRS., CONDS., AND NOTICES TO OFFERORS
-----------------------------------------------------------------------------------------------------------
         M         EVALUATION FACTORS FOR AWARD
===========================================================================================================
                       CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
-----------------------------------------------------------------------------------------------------------

17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this document and return         copies to issuing
office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and
on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be
subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions,
representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed
herein.)
-----------------------------------------------------------------------------------------------------------
18. [X] AWARD (Contractor is not required to sign this document.) Your offer on Solicitation Number GSO3K-95-Q-GSA, including the
additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to items listed above
and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government's
solicitation and your offer, and (b) this award/contract. No further contractual document is necessary.
-----------------------------------------------------------------------------------------------------------
19A. NAME AND TITLE OF SIGNER (Type or print)           20A. NAME OF CONTRACTING OFFICER
     See Tripartite Agreement                                See Tripartite Agreement
-----------------------------------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR        19C. DATE SIGNED         20B. UNITED STATES OF AMERICA      20C. DATE SIGNED
BY  See Tripartite Agreement                            BY   See Tripartite Agreement
   ----------------------------------------                --------------------------
   (Signature of person authorized to sign)             (Signature of Contracting Officer)
===========================================================================================================
</TABLE>

NSN 7540-01-152-8069                 26-107         STANDARD FORM 26 (REV. 4-85)
PREVIOUS EDITION UNUSABLE                           Prescribed by GSA
                                                    FAR (48 CFR) 53.214(a)
<PAGE>   2
Attachment A (as continued from #15 of SF26)

This contract constitutes the solicitation document, the request for quote, the
contractor's response to the request for quote and the contractor's revisions
to its response to the request for quote, dated December 15, 1995.

<PAGE>   3
     SPECIAL 8(a) SUBCONTRACT CONDITIONS (FAR 52.219-12) (FEB 1990)

(a)  The Small Business Administration (SBA) has entered into Contract No.
CS03K-96-DSD1001: with the General Services Administration to furnish the
supplies or services as described therein. A copy of the contract is attached
hereto and made a part hereof.

(b)  The Telecommunication Systems, Inc., hereafter referred to as the
subcontractor, agrees and acknowledges as follows:

     (1)  That it will, for and on behalf of the SBA, fulfill and perform all of
the requirements of Contract No. GS03K-96-DSD1001 for the consideration stated
therein and that it has read and is familiar with each and every part of the
contract.

     (2)  That the SBA has delegated responsibility, except for novation
agreements and advance payments, for the administration of this subcontract to
the GSA with complete authority to take any action on behalf of the Government
under the terms and conditions of this subcontract.

     (3)  That it will not subcontract the performance of any of the
requirements of this subcontract to any lower tier subcontractor without the
prior written approval of the SBA and the designated Contracting Officer of the
GSA.

     (4)  That it will notify the GSA Contracting Officer in writing immediately
upon entering an agreement (either oral or written) to transfer all or part of
its stock or other ownership interest to any other party.

(c)  Payments, including any progress payments under this subcontract, will be
made directly to the subcontractor by the GSA.

REF: FAR 19.811-3(b)

                                      A-2
<PAGE>   4
          SPECIAL SECTION 8(a) CONTRACT CONDITIONS (FAR 52.219-11)
          (FEB 1990)

The Small Business Administration (SBA) agrees to the following:

(a)  To furnish the supplies or services set forth in this contract according
to the specifications and the terms and conditions hereof by subcontracting
with an eligible concern pursuant to the provisions of section 8(a) of the
Small Business Act, as amended (15 U.S.C. 637(a)).

(b)  That in the event SBA does not award a subcontract for all or a part of
the work hereunder, this contract may be terminated either in whole or in part
without cost to either party.

(c)  Except for novation agreements and advance payments, delegates to the
General Services Administration the responsibility for administering the
subcontract to be awarded hereunder with complete authority to take any action
on behalf of the Government under the terms and conditions of the subcontract;
provided, however, that the General Services Administration; shall give advance
notice to the SBA before it issues a final notice terminating the right of a
subcontractor to proceed with further performance, either in whole or in part,
under the subcontract for default or for the convenience of the Government.

(d)  That payments to be made under any subcontract awarded under this contract
will be made directly to the subcontractor by the GSA.

(e)  That the subcontractor awarded a subcontract hereunder shall have the
right of appeal from decisions of the Contracting Officer cognizable under the
"Disputes" clause of said subcontract.

(f)  To notify the GSA Contracting Officer immediately upon notification by the
subcontractor that the owner or owners upon whom 8(a) eligibility was based plan
to relinquish ownership or control of the concern.

REF:  FAR 19.811-3(a)


                                      A-3
<PAGE>   5
52.219-14  Limitations on Subcontracting (JAN 1991)

(a)  This clause does not apply to the unrestricted portion of a partial
se-aside.
(b)  By submission of an offer and execution of a contract, the
Offeror/Contractor agrees that in performance of the contract in the case of a
contract for ---
     (1)  Services (except construction).  At least 50 percent of the cost of
contract performance incurred for personnel shall be expended for employees of
the concern.
     (2)  Supplies (other than procurement from a regular dealer in such
supplies).  The concern shall perform work for at least 50 percent of the cost
of manufacturing the supplies, not including the cost of materials.
     (3)  General construction.  The concern will perform at least 15 percent
of the cost of the contract, not including the cost of materials, with its own
employees.
     (4)  Construction by special trade contractors.  The concern will perform
at least 25 percent of the cost of the contract, not including the cost of
materials, with its own employees.


52.219-17  Section 8(a) Award (FEB 1990)

(a)  By execution of a contract, the Small Business Administration (SBA) agrees
to the following:

     (1)  To furnish the supplies or services set forth in the contract
according to the specifications and the terms and conditions by subcontracting
with the Offeror who has been determined an eligible concern pursuant to the
provisions of section 8(a) of the Small Business Act, as amended (15 U.S.C.
637(a)).
     (2)  Except for novation agreements and advance payments, delegates to the
GSA Telecommunications Acquisition Services Division are given the
responsibility for administering the contract with complete authority to take
any action on behalf of the Government under the terms and conditions of the
contract: provided, however that the contracting agency shall give advance
notice to the SBA before it issues a final notice terminating the right of the
subcontractor to proceed with further performance, either in whole or in part,
under the contract.
     (3)  That payments to be made under the contract will be made directly to
the subcontractor by the contacting activity.
     (4)  To notify the GSA Telecommunications Contracting Officer immediately
upon notification by the subcontractor that the owner or owners upon whom 8(a)
eligibility was based plan to relinquish ownership or control of the concern.

(b)  The offeror/subcontractor agrees and acknowledges that it will, for and on
behalf of the SBA, fulfill and perform all of the requirements of the contract.

                                      A-4
<PAGE>   6
TRIPARTITE AGREEMENT
--------------------

Prime Contract No. GS03K-96-DSD1001

SBA Contract No.   0373-75-1-00179
                   ---------------

Signature Page
--------------

U.S. General Services Administration
Telecommunications Acquisition Services Division (3KE)

By: /s/ John E. Wise                                   12-18-95
    -------------------------------------------        --------
Name & Title: John E. Wise, Contracting Officer          Date


Small Business Administration
United States of America

By: /s/ Lyndia P. Smith                                12/21/95
    -------------------------------------------        --------
Name & Title: Lyndia P. Smith                            Date
              CONTRACTING OFFICER


Subcontractor

Telecommunication Systems, Inc.

By: /s/ Maurice B. Tose                                19 Dec 95
    -------------------------------------------        ---------
Name & Title: Maurice B. Tose', President                Date


                                      A-5
<PAGE>   7
                SECTION B--SUPPLIES OR SERVICES AND PRICES/COSTS

B.1 Descriptions/Specifications

Supplies/Services: The contractor will provide Voice, Data, Video and ADP
Integration Support Services for any federal government agency or GSA customer,
nationwide. The contractor is also responsible for providing Federal
Information Processing (FIP) equipment in addition to the integration support
services.

Performance will be authorized by specific delivery/task orders.

B.2 Estimated Quantity of Services/Materials: The Government can not predict
the precise quantity of services ordered under this contract, therefore, the
quantity of annual hours shown in section B are estimates only. The total
(options included) estimated material costs of $35,000,000 in Section B shall
not be exceeded during the life of this contract.

B.3 Pricing of Task/Delivery Orders: Orders shall be priced on the basis of
fixed loaded hourly rates contained in Section B. These rates are fixed for the
term of the contract, including all option  years. The actual amounts of labor
hours to be used per delivery/task order or mod will be negotiated between the
contractor and the Government (GSA).

B.4 General and Administrative Rates and Material Handling Fee: From the date of
award through DCAA approval of a provisional M&S rate, the contractor is
entitled to bill a G&A rate of 10.06% with a fee of 1% on all material costs
that are associated with individual task/delivery orders. In 1996, TCS will
implement a provisional M&S rate which will replace the application of G&A with
fee on material. This rate will be capped at 8.0% and will cover all remaining
time on the contract. Once this rate is approved by the DCAA, it will be
retroactive to 1/1/96 and a refund will be given to all previous customers and
a credit given to active task customers on future invoices.


                                      B-1
<PAGE>   8
Base Period: DOA thru 12 months thereafter

<TABLE>
<CAPTION>
                                                                                    On
                                           Estimated    Loaded      Extended     Gov't Site
 CLIN           Description                  Hours       Rate         Amount        Rate
--------------------------------------------------------------------------------------------
<S>                                         <C>        <C>       <C>              <C>
0001AA  Program Manager                       1,920    $77.95      $149,664.00    $65.01
0001AB  Senior Engineer                       3,840    $57.84      $222,105.60    $48.24
0001AC  Engineer                             15,360    $40.00      $614,400.00    $33.36
0001AD  Principal Engineer                    3,840    $73.80      $283,392.00    $61.55
0001AE  Principal Analyst                     3,840    $65.06      $249,830.40    $54,26
0001AF  Sr. Systems Analyst                   7,680    $49.17      $377,625.60    $41.01
0001AG  Systems Analyst                      15,360    $37.43      $574,924.80    $31.21
0001AH  Sr. Programmer                        7,680    $47.74      $366,643.20    $39.82
0001AI  Programmer                           15,360    $31.89      $489,830.40    $26.60
0001AJ  Draftsman/Illustrator                 3,840    $22.70       $87,168.00    $18.93
0001AK  Communications Technician            15,360    $43.25      $664,320.00    $36.07
0001AL  Administrative Assistant              3,840    $20.54       $78,873.60    $17.13
0001AM  Wireman                               7,680    $22.16      $170,188.80    $18.48
0001AN  Installer                             9,600    $20.54      $197,184.00    $17.13
--------------------------------------------------------------------------------------------
        Subtotal Estimated Labor:           115,200              $4,526,150.40

0002    Material in Support of Integration  1 LOT      NTE***    $5,200,000.00
        Service Efforts

0003    Travel                              1 LOT      NTE*        $250,000.00
--------------------------------------------------------------------------------------------
        Total Base Period:                                       $9,976,150.40
</TABLE>

* Includes G&A
***In 1996, TCS will implement a provisional M&S rate capped at 8.0%. Once
   approved by DCAA, this rate will be retroactive to 1/1/96 and a credit
   reflected on subsequent invoices to the customer.


                                      B-2

<PAGE>   9
Option Year 1: From Exercise of Option thru 12 months thereafter

<TABLE>
<CAPTION>
                                                                                         On
                                           Estimated     Loaded       Extended        Gov't Site
 CLIN          Description                    Hours       Rate         Amount            Rate
------------------------------------------------------------------------------------------------
<S>       <C>                              <C>           <C>       <C>                <C>
0004AA    Program Manager                   1,920        $80.37       $154,310.40      $67.02
0004AB    Senior Engineer                   9,600        $59.63       $572,448.00      $49.73
0004AC    Engineer                         15,360        $41.24       $633,446.40      $34.39
0004AD    Principal Engineer                9,600        $76.09       $730,464.00      $63.45
0004AE    Principal Analyst                 9,600        $67.08       $643,968.00      $55.94
0004AF    Sr. Systems Analyst               9,600        $50.70       $486,720.00      $42.28
0004AG    Systems Analyst                  15,360        $38.59       $592,742.40      $32.18
0004AH    Sr. Programmer                    9,600        $49.22       $472,512.00      $41.05
0004AI    Programmer                       15,360        $32.88       $505,036.80      $27.42
0004AJ    Draftsman/Illustrator             3,840        $23.41        $89,894.40      $19.52
0004AK    Communications Technician        15,360        $44.59       $684,902.40      $37.18
0004AL    Administrative Assistant          5,760        $21.18       $121,996,80      $17.66
0004AM    Wireman                           7,680        $22.85       $175,488.00      $19.06
0004AN    Installer                         9,600        $21.18       $203,328.00      $17.66

------------------------------------------------------------------------------------------------
          Subtotal Estimated Labor:      138,240                    $6,067,257.60

0005      Material in Support of
          Integration Service Efforts     1 LOT          NTE        $6,000,000.00

0006      TRAVEL                          1 LOT          NTE*         $275,000.00

---------------------------------------------------------------------------------
          Total Option Year 1:                                     $12,342,257.60

*Includes G&A

          Material Base:                                            $5,555,555.56
          M&S:                                                        $444,444.44
          -----------------------------------------------------------------------
          Total Material:                                           $6,000,000.00
</TABLE>


                                      B-3
<PAGE>   10


Option Year 2: From Exercise of Option thru 12 months thereafter


<TABLE>
<CAPTION>
                                                                           Gov't
 CLIN         Description              Estimated  Loaded    Extended      On Site
                                         Hours     Rate      Amount        Rate
______    __________________________   _________  ______ ______________   ________
<S>       <C>                          <C>        <C>    <C>              <C>
0007AA    Program Manager                1,920    $83.02    $159,398.40    $69.23
0007AB    Senior Engineer               11,520    $61.60    $709,632.00    $51.37
0007AC    Engineer                      17,280    $42.60    $736,128.00    $35.53
0007AD    Principal Engineer             9,600    $78.60    $754,560.00    $65.55
0007AE    Principal Analyst              9,600    $69.29    $665,184.00    $57.79
0007AF    Sr. Systems Analyst           11,520    $52.37    $603,302.40    $43.67
0007AG    Systems Analyst               17,280    $39.86    $688,780.80    $33.24
0007AH    Sr. Programmer                11,520    $50.85    $585,792.00    $42.41
0007AI    Programmer                    17,280    $33.97    $587,001.60    $28.33
0007AJ    Draftsman/Illustrator          5,760    $24.18    $139,276.80    $20.17
0007AK    Communications Technician     17,280    $46.06    $795,916.80    $38.41
0007AL    Administrative Assistant       7,680    $21.88    $168,038.40    $18.24
0007AM    Wireman                        7,680    $23.60    $181,248.00    $19.69
0007AN    Installer                     11,520    $21.88    $252,057.60    $18.24
__________________________________________________________________________________
          Subtotal Estimated Labor:    157,440            $7,026,316.80

0008      Material in Support of       1 LOT        NTE   $7,000,000.00
          Integration Service Efforts

0009      Travel                       1 LOT        NTE*    $300,000.00
________________________________________________________________________
          Total Option Year 2:                           $14,326,316.80

*Includes G&A

          Material Base:                                  $6,481,481.48
          M&S                                               $518,518.52
          ______________________________________________________________
          Total Material:                                 $7,000,000.00
</TABLE>






                                      B-4

<PAGE>   11
                              12/18/98 - 12/17/99

Option Year 3: From Exercise of Option thru 12 months thereafter

<TABLE>
<CAPTION>
                                                                                        On
                                               Estimated    Loaded      Extended    Gov't Site
CLIN              Description                     Hours       Rate       Amount        Rate
<S>      <C>                                  <C>         <C>        <C>           <C>
--------------------------------------------------------------------------------------------
00010AA   Program Manager                          3,840    $85.76     $329,318.40    $71.52
00010AB   Senior Engineer                         11,520    $63.64     $733,132.80    $53.07
00010AC   Engineer                                19,200    $44.01     $844,992.00    $36.70
00010AD   Principal Engineer                      11,520    $81.19     $935,308.80    $67.71
00010AE   Principal Analyst                       11,520    $71.58     $824,601.60    $59.70
00010AF   Sr. Systems Analyst                     11,520    $54.10     $623,232.00    $45.11
00010AG   Systems Analyst                         19,200    $41.18     $790,656.00    $34.34
00010AH   Sr. Programmer                          11,520    $52.53     $605,145.60    $43.80
00010AI   Programmer                              19,200    $35.09     $673,728.00    $29.26
00010AJ   Draftsman/Illustrator                    5,760    $24.98     $143,884.80    $20.83
00010AK   Communications Technician               19,200    $47.58     $913,536.00    $39.68
00010AL   Administrative Assistant                 7,680    $22.60     $173,568.00    $18.85
00010AM   Wireman                                  7,680    $24.38     $187,238.40    $20.33
00010AN   Installer                               13,440    $22.60     $303,744.00    $18.85
--------------------------------------------------------------------------------------------
          Subtotal Estimated Labor:              172,800             $8,082,086.40

00011     Material in Support of Integration       1 LOT      NTE    $8,000,000.00
          Service Efforts

00012     Travel                                   1 LOT      NTE*     $325,000.00
----------------------------------------------------------------------------------
          Total Option Year 3:                                      $16,407,086.40

* Includes G&A

          Material Base:                                             $7,407,407.41
          M&S:                                                         $592,592.59
          ------------------------------------------------------------------------
          Total Material:                                            $8,000,000.00
</TABLE>


                                      B-5
<PAGE>   12
                              12/18/99 - 12/17/00

Option Year 4: From Exercise of Option thru 12 months thereafter

<TABLE>
<CAPTION>
                                                                                            On
                                        Estimated      Loaded          Extended         Gov't Site
CLIN            Description               Hours         Rate            Amount             Rate
--------------------------------------------------------------------------------------------------
<S>       <C>                          <C>             <C>           <C>                <C>
00013AA   Program Manager                3,840         $88.59         $340,185.60         $73.88
00013AB   Senior Engineer               11,520         $65.74         $757,324.80         $54.82
00013AC   Engineer                      19,200         $45.46         $872,832.00         $37.91
00013AD   Principal Engineer            11,520         $83.87         $966,182.40         $69.95
00013AE   Principal Analyst             11,520         $73.94         $851,788.80         $61.67
00013AF   Sr. Systems Analyst           13,440         $55.88         $751,027.20         $46.60
00013AG   Systems Analyst               19,200         $42.54         $816,768.00         $35.47
00013AH   Sr. Programmer                11,520         $54.26         $625,075.20         $45.25
00013AI   Programmer                    21,120         $36.25         $765,600.00         $30.23
00013AJ   Draftsman/Illustrator          5,760         $25.80         $148,608.00         $21.52
00013AK   Communications Technician     19,200         $49.15         $943,680.00         $40.99
00013AL   Administrative Assistant       7,680         $23.35         $179,328.00         $19.47
00013AM   Wireman                        7,680         $25.19         $193,459.20         $21.01
00013AN   Installer                     13,440         $23.35         $313,824.00         $19.47
--------------------------------------------------------------------------------------------------
          Subtotal Estimated Labor:    176,640                        $8,525,683.20

00014     Material in Support of
          Integration Service Efforts   1 LOT          NTE            $8,800,000.00

00015     Travel                        1 LOT          NTE*             $350,000.00
------------------------------------------------------------------------------------
          Total Option Year:                                         $17,675,683.20

*Includes G&A

          Material Base:                                              $8,148,148.15
          M&S:                                                          $651,851.85
          --------------------------------------------------------------------------
          Total Material:                                             $8,800,000.00
</TABLE>

                                      B-6
<PAGE>   13
                         GENERAL SERVICES ADMINISTRATION
                         INFORMATION TECHNOLOGY SYSTEMS
                    TELECOMMUNICATIONS SERVICES WHITE PAPER


            Section                    Contents

              1.0          Network Engineering and Integration

              2.0          Software Development

              3.0          Imaging Systems Engineering and Integration

              4.0          Information Security

              5.0          Facility Relocation

              6.0          Telephone Management Services
<PAGE>   14
1.0 NETWORK ENGINEERING AND INTEGRATION. The contractor shall provide
engineering and technical services for designing, engineering, implementing,
testing, and supporting related telecommunications systems/networks. Tasking
shall include but not be limited to the following telecommunication
systems/networks/training areas:

                  a. Requirements and Design.

                  b. Engineering.

                  c. Contractor Furnished Hardware/Software.

                  d. Installation, Implementation, Administration, operating
                  system maintenance, system security and Integration.

                  e. Testing and Evaluation of items/systems installed by the
                  contractor, and of items manufactured by the contractors.
                  Testing may occur in a government test bed environment.

                  f. Training and Maintenance.

                  g. Documentation.

                  h. Project Engineering Support.

The contractor shall provide design, development, integration, life cycle
management, engineering, technical, training, testing, and logistics services as
required under the scope of paragraphs 1.1 through 1.8, and in accordance with
direction from the Government.

1.1 REQUIREMENTS AND DESIGN. The contractor shall develop telecommunication
system/network designs, including topologies, material lists, and detailed
drawings. Specifically, the contractor shall:

          a. Conduct surveys, interviews, and analyze data flow requirements at
potential installation sites to determine and document telecommunications
architecture designs and alternatives. Requirement analysis may include
conceptual architectural alternatives, design options, data object/entity
relationships, information flow analysis, operational assessments, and
post-deployment evaluations.

          b. Perform a detailed user's needs analysis, and arrive at required
development schedules, data types and special processing demands, communication
and telecommunication system/network response time requirements, report formats,
level of user friendliness, bandwidth constraints, applicability of commercial
off-the-shelf and Government off-the-shelf (COTS/GOTS) software, security
requirements, and other site and application-specific constraints.



                                      C-1
<PAGE>   15
         c. Perform feasibility studies to refine the functional objective of
the proposed telecommunication system/network system-upgrades and the scope of
existing and new applications to be incorporated. Ensure complete
interoperability and access to the network, assess the geographical implications
of the network and related variables. Optimize individual system applications at
each location to ensure that the chosen protocols, topology and media are
responsive to traffic volumes and required response times.

         d. Evaluate available telecommunication system/network design option
viable topographies, passive and active cable plants, required support and test
equipment, and other relevant parameters. Identify strengths and weaknesses
associated with the various designs alternatives and provide recommendation, of
alternatives.

         e. Define criteria for network management, security control and back up
procedures, and general provisions to protect against loss of data, errors,
disruptions, and breaches of security.

1.2 ENGINEERING. The contractor shall perform telecommunication system/network
engineering for the integration of existing and emerging computer communications
and telecommunications technologies, concepts, and systems onto new and existing
telecommunication systems/networks. Specifically, the contractor shall:

         a. Identify and provide information and briefings on existing and
emerging networking and telecommunications technologies and concepts such as
imaging, optical storage and retrieval, information engineering, artificial
intelligence, and interactive/multimedia applications.

         b. Identify connectivity requirements to integrate specified
capabilities and functionality onto telecommunication networks, including
internetworking, communications issues, and various peripheral connectivity.

         c. Technically evaluate alternatives for providing, the necessary
connectivity of government-selected systems. Provide strengths and weaknesses
associated with the various alternatives, and provide recommendations for
alternative(s) ranked by suitability with respect to technical design
considerations.

         d. Provide detailed designs for government-specified alternatives,
including technical specifications appropriate design drawings, and lists of
required labor hours and categories, hardware, software, and materials required
to install the telecommunication system/network. All items shall be of a quality
that may be used in procurement packages for vendor solicitation.

         e. Provide technical demonstrations and presentation support.

1.3 CONTRACTOR FURNISHED HARDWARE/SOFTWARE. As an integral part of system
deliverables, the contractor shall procure hardware and/or software as specified
and agreed per


                                      C-2
<PAGE>   16
design acceptance. The contractor shall maintain a complete set of records that
demonstrates each hardware and software purchase was conducted using fair and
reasonable competition in accordance with the Federal Acquisition Regulation to
ensure best value to the Government. This supports unclassified through
Sensitive Compartmented Information (SCI) and collateral telecommunication
Networks serving both garrison and tactical units, missions, and operations
worldwide. Maintain a database of warranty periods and perform warranty service
calls as required.

         a. Procure required hardware. Hardware procured under this contract
will consist primarily of COTS hardware products used in contractor integrated
systems. Prior to delivery of hardware to the Government, the contractor will be
responsible for performing Quality Assurance (QA) testing, to ensure reliable
product performance.

         b. Procure required software. Software procured under this contract
will consist primarily of COTS software specified in the detailed design
documents for each specific deliverable. Prior to delivery of software to the
Government, the contractor will be responsible for performing QA testing to
ensure reliable product performance.

         c. On an as needed basis, contractor may be required to develop and/or
modify software or application to meet operational requirements.

1.4 INSTALLATION AND INTEGRATION. The contractor shall install telecommunication
systems/networks per specifications, and integrate applicable components and
applications into tested and validated networks and/or systems. This may include
providing Internet access. Specifically, the contractor shall:

         a. Prepare telecommunication system/network integration and test
plans. Plans shall document all requirements for integration and testing
facilities, support systems, instrumentation, and logistic support.

         b. Provide engineering and technical services to install cable plant
and equipment in designated areas such as building, ship, inter-buildings,
and activity-wide. Installation of the telecommunication system/network cable
plant may require fabrication of conduit, trenching cable, etc., depending on
site unique requirements. The contractor shall also conduct integration testing
resolve interface problems; analyze and correct deficiencies in hardware,
software, and documentation.

         c. Provide maintenance on installed and/or supported telecommunication
systems/and computer networks.

         d. Provide oversight of third party integration to verify whether the
network and associated systems are integrated in accordance with government
specifications.

1.5 TESTING AND EVALUATION. The contractor, as required, shall develop, and
execute plans for testing new, existing, and enhanced telecommunication
systems/networks, and


                                       C-3
<PAGE>   17
candidate items which May be attached to/installed on telecommunication
systems/networks. Specifically, the contractor shall:

         a. Develop test plans for telecommunication system/network installers.
Test plans shall be composed of sequential and increasingly sophisticated steps
for testing at the component level as well as for the entire system. Test Plan
shall include a means for advising the Government of the results of the test. In
addition, test plans shall be of a nature that they may be used in procurement
packages for vendor solicitation.

         b. Perform telecommunications/network acceptance testing to ensure
that the installed system/network meets all applicable specifications and
standards related to telecommunications such as, telecommunication
system/network cable plant, network/workstation/ personal computer connections,
terminal-to-host communications, host-to-host communications, and printer
operation. All work shall conform to EIA. TIA. 568 and other standards as
applicable.

         c. Perform defined telecommunication system/network acceptance testing
to ensure that the performance characteristics meet applicable specifications
and standards including those related to telecommunication system/network
functional, operational, and performance characteristics.

         d. Develop and provide test reports reflecting results of
pre-acceptance and acceptance tests.

1.6 TRAINING AND MAINTENANCE. The contractor, as required, shall design and
deliver training courses to be provided to organizational personnel on the use
of installed telecommunication system/network and information systems, provide
on-site systems management, and perform maintenance of operational systems and
applications.

         a. Plan, develop, document, and conduct site specific training courses
on the use of the network and primary software used by the organization. The
scope of this training includes developing Programs of Instruction for training
of current systems/applications and planned telecommunication system/network
upgrades/enhancements. The courses shall include providing, users with training
manuals, certificates and 30 day follow-up support on the particular subject
matter. Diskettes, CDROM, production, interactive training may be required.

         b. Provide a specialized and knowledgeable systems manager and
maintenance technicians to maintain and monitor the network and associated
components and systems. Maintain detailed records of usage and maintenance
functions performed.

         c. Provide maintenance and operations support of image
processing/multimedia systems, database systems and other applications software
related to telecommunications/network information systems to include data
management, document conversion, updates and modifications. Maintain detailed
records of maintenance and operations support functions performed.


                                       C-4
<PAGE>   18
1.7 DOCUMENTATION. The contractor, as required, shall develop documentation to
support designed, engineered, or integrated telecommunication systems/networks.
The contractor shall provide sufficiently detailed network documentation in a
government-approved format including. Contract Data Requirements Lists (CDRLs)
and Data Item Descriptions (DIDs) will be provided in the appropriate Delivery
Orders.

         a.       Requirement Analysis Document.

         b.       Design Document.

         c.       Hardware User Manual.

         d.       Hardware Interface Control Document.

         e.       Troubleshooting/Repair Document.

         f.       Firmware Support Manual.

         g.       Telecommunications Manager Manual.

         h.       Test Plans/Procedures and Reports.

         i.       "As-Built" Documentation, including commercial technical
                  manuals, connectivity tables, and wiring diagrams.

         j.       Training Documentation.

1.8 PROJECT ENGINEERING SUPPORT. The contractor shall perform engineering in the
areas of telecommunication system/network prototype development. The emphasis
shall be placed on various emerging technologies directly and indirectly related
to optical telecommunications, wireless technology networking, rapid data
transfer Internet, Satellite communications, video conferencing and secure
processing/communications.


                                      C-5
<PAGE>   19
2.0 SOFTWARE ENGINEERING. When a requirement is established to provide software
Engineering, the Contractor shall accomplish all or part of the following
efforts to the degree specified in the order or task:

a. Software Feasibility. When an order or task is established to determine the
feasibility of developing or modifying software to satisfy an operational or
support requirement, the Contractor shall conduct a study and submit a report
which will include, but not be limited to the following:

                  (1) Technical description of how the required operational or
                  support requirement will be fulfilled by the generation of or
                  change in the software.

                  (2) Impact of software change on existing software.

                  (3) Impact of software change on support equipment
                  configuration requirements.

                  (4) Impact of software change on the established support
                  system.

                  (5) Cost schedule information for all required software
                  ranges. This information will include, but not be limited to
                  the following categories:

                  (a) Engineering
                  (b) Testing
                  (c) Technical and engineering data
                  (d) Installation

b. Preliminary Design Specification. The Contractor shall write a module
specification which will include, but not be limited to the following:

         (1) Overall description of the software.

         (2) A high level flow chart.

         (3) A description of each individual module and their interrelations.

         (4) A description of the input data and its source.

         (5) A description of the output or the software's function.

c. Detailed Design Specification. Upon completing the preliminary design
specification or upon being supplied this information, the Contractor shall
write a detailed design specification which will include, but not be limited to
the following:

         (1) Detailed description of the software package.

         (2) Complete flow chart of the software package.

         (3) A detailed description of the individual modules along with their
         inputs and outputs.


                                       C-6
<PAGE>   20
d. software Prototype and Development. When a requirement is established to
provide a software prototype or development, the Contractor shall write the
software described in the detailed design specification using the programming
concepts specified in the order or task.

e. Software Test/Evaluation. The Contractor shall test and evaluate the software
described in the detailed design specification or other approved documentation
and evaluate results.

f. Software Validation. The Contractor shall validate that the contracted
software provides the specified function(s) and does not impact other functional
areas in the software.

g. Software Verification. The Contractor shall verify that the contracted
software performs the functions within the limitations/criteria of the design
specifications.

h. Software Documentation. Upon receipt of requirements for software engineering
services, the Contractor shall accomplish documentation to satisfy the following
as specified in the order or task:

                  (1) Detailed explanation (including sample calculations) or
                  all methods and calculation required in any mathematical
                  model.

                  (2) Definitions of all terms, symbols, and abbreviations will
                  be provided in alphabetical order.

                  (3) Detailed flow charts of all executable program statements,
                  any mathematical models, procedures, and/or subroutines.

                  (4) A Copy of the programming instructions shall be included
                  with each copy of the report provided.

                  (5) Program description, operation sheet, and input/output
                  formats. The means of transferring data between the main
                  program and subroutine or between subroutines.

                  (6) Catalog all data items.

                  (7) Programmed steps required to accomplish the data
                  process. Include all subroutines.

                  (8) Where charts and/or graphs are produced as a product of
                  the program solution, an explanation of the final correlation
                  of data into the finished charts or graphs shall be provided.

                  (9) A separate breakdown of manhours and ADPE, time consumed
                  in development, check out and running of ADPE programs.

                  (10) Where data bases are supplied, as a product of the
                  contracted problem solution, documentation shall include:

                                    (a) Data Base Identification: Code names,
                           tags or labels by which each data base may be
                           uniquely identified, along with effective dates and
                           names, tag or code format.

                                    (b) Physical description of data base files.
                           The file media (card decks, magnetic tape, paper
                           tape, etc.) shall be described in


                                      C-7
<PAGE>   21
                           sufficient detail to permit determination of
                           applicability of data base to other systems.

                  (11) Listing of all terms, symbols, abbreviations, or
                  variables used in the program referenced to the first line
                  number.

                  (12) comments throughout the program explaining the rationale
                  behind each operation. Comments shall be acceptable only if
                  they clearly verbalize the actions accomplished by the
                  module/operation.

                  (13) Sustain ability cost and analysis plan to document the
                  life cycle maintenance of the software systems.

                  (14) Supply all software customization, programming, and
                  maintenance on any platform specified using standard software
                  engineering practices and state-of-the-art software
                  engineering practices to include AI, IEF and others as
                  specified.


                                      C-8
<PAGE>   22
3.0 Imaging Systems Engineering and Integration. The contractor shall provide
document imaging systems integration and support services.

The general tasks required throughout the life of this contract reflect full
systems life cycle support and include such tasks as:

         Studies and Analyses
         Systems Design
         Systems Development and Implementation Assistance
         Software Support and Interface Development
         Communications Analysis, Design and Installation
         Configuration Management
         Systems Integration Support
         Testing Support
         Conversion Assistance
         Operational Support, Upgrades and Maintenance Services
         Documentation Development and Support
         Training Support
         Technical Advice and Life Cycle Support

3.1 Studies and Analyses. The Contractor shall gather data, make assessments,
and perform the studies and analyses required to efficiently and effectively
accomplish the document imaging-related tasks described within a specific
delivery order. Taking into consideration existing systems, document imaging
integration requirements, and possible technology solutions, the Contractor
shall make recommendations, when appropriate, for enhancement of existing
systems or processes and provide assistance within the pertinent areas of
study. Specific types of studies and analyses will be defined within individual
delivery orders; however, some examples are:

         system architecture assessments
         engineering assessments
         requirements analyses
         feasibility studies
         cost/benefit analyses
         manpower/human factors studies
         workload analyses
         market surveys
         conversion studies
         concepts of operation

3.2 Systems Design. The Contractor shall design document imaging and related
applications and systems for either automation or re-engineering of existing
major processes, functions or systems. During the course of providing software
design and re-engineering support, the Contractor shall take into consideration
applicable technologies (e.g., distributed processing, client/server, and
LAN/WAN technologies), and comply with Government and


                                      C-9
<PAGE>   23
Agency specific standards, policies and procedures. Individual delivery orders
will specify the type of document imaging and/or related application or system
required to be designed, including, but no limited to, conceptual, functional
and rapid prototypes, pilots, and small to mid-size document imaging systems.
The Contractor shall utilize existing Government hardware, software, and
communication equipment to the extent possible and as required by the
Government. The Contractor shall also include in the design any required
interfaces between hardware and software components, and between the
newly-developed document imaging system and other systems and/or existing
organizational networks. Some examples of document imaging-related
applications/systems might be a bar-coded indexing application for tagging and
identifying scanned images, a LAN to provide access to the imaging system
throughout an organization, electronic data interchange (EDI) technology, and
electronic commerce-type systems.

3.3 Systems Development and Implementation Assistance. The Contractor shall
develop document imaging and related applications and systems in accordance with
the design developed as a result of task 3.2 above, and pursuant to individual
delivery order requirements. These may include, but are not limited to,
conceptual, functional and rapid prototypes pilots, small to mid-size fully
functional document imaging systems, networks, EDI, bar-coding applications,
networks and systems to implement/enhance electronic commerce. To the extent
possible and as required by the Government, the Contractor shall utilize
Government provided hardware, software and communication equipment. However,
when required by the Government, the Contractor shall provide hardware, software
and communication equipment necessary to successfully accomplish the delivery
order.

Individual delivery orders will describe the specific type of document imaging
and/or related application or system to be developed. It should be noted that
any application or system developed under this contract shall be directed toward
open system standards, unless otherwise stated in an individual delivery order.
Additionally, the Contractor shall perform systems implementation activities to
ensure proper installation, implementation and operational support in
conjunction with individual delivery order requests.

3.4 Software Support and Interface Development. The Contractor shall provide
programming and analysis support for document imaging systems and interfaces
between document imaging systems. The Contractor shall also provide interfaces
between document imaging systems and other Government systems and networks.
Additionally, the Contractor shall provide new program/application software and
related interface development, indices development, and any other software and
interface development required to satisfy the Government's requirements.

in order to efficiently and effectively accomplish the development effort and
standardize the developed systems and major system functions, the Contract shall
utilize commercial off-the-shelf (COTS) packages and automated tools wherever
possible and feasible. All COTS packages and automated tools selected and
utilized by the Contractor shall, at a minimum, meet the applicable mandatory
Federal and agency-specific standards. The Contractor shall provide the
appropriate software testing; programming and interface support for
manipulation,


                                      C-10
<PAGE>   24
enhancement and installation; implementation; and operational support for all
selected and utilized COTS packages and automated tools pursuant to individual
delivery order requirements.

3.5 Communications Analysis Design and Installation. The Contractor shall
perform communications analysis and design and install communications networks
in support of a planned or existing document imaging or related system.

3.5.1 Communications Analysis. The Contractor shall perform communications
analyses on existing organizational networks to determine the necessity of
either designing new networks or enhancing existing ones. The analysis shall
be performed in conjunction with individual delivery order requirements.

3.5.2 Communications Design. The Contractor shall design small-to-midsize
networks based on recommendations made as a result of the Communications
Analysis task stated in Section 3.5.1 above, and approved by Government. The
design effort shall be performed in conjunction with individual delivery order
requirements.

3.5.3 Communications Installation. Upon approval by the Government, the
Contractor shall provide all activities associated with installation and
Government operation of the network designed as a result of the Communications
Design task stated in Section 3.5.2, above. Some of the activities included in
this task are: site survey; installation and testing of the equipment
peripherals, cabling and data links; and operational training. Communications
installation activities will follow the procedures described in individual
delivery order requirements. Computer resources necessary for installation
activities will be either Government provided or will be Contractor provided.

3.6 Configuration Management. The Contractor shall perform configuration
management activities pursuant to individual delivery order requests.
Configuration management activities may include, but are not limited to:

         Assessments of the current configuration of one or several systems
         Inventory control of systems(s) components
         configuration studies
         Configuration plans
         Recommendations for reconfiguring systems to promote more efficient and
         effective operations with the introduction/enhancement into the system
         of a document imaging and related system/component

3.7 Systems Integration Support. The Contractor shall provide systems
integration support. At a minimum, the Contractor shall provide systems
integration between:


         newly-developed document imaging systems and existing networks, data
         bases, and operating system software


                                      C-11
<PAGE>   25
         newly-developed document imaging systems and other existing document
         imaging systems,
         newly-developed document imaging-related systems and existing document
         imaging systems,
         newly-developed and existing document imaging systems and other
         existing automated Government systems,
         newly-developed major document imaging system modules and the document
         imaging systems themselves,
         different architectures using document imaging systems (e.g.,
         centralized mainframe environments and distributed client/server
         architectures).

Additionally, the Contractor shall accomplish integration of prototype, pilot
and organization-wide document imaging applications and/or systems into the
Government's existing environment. Specific integration tasks will be defined
within individual delivery orders.

3.8 TESTING SUPPORT. The Contractor shall provide all testing necessary to
accomplish the Government's requirements. The Contractor shall provide testing
support, using one or more of a variety of approaches, specific to the
Government's needs and delivery order requirements. Testing support may include,
but is not limited to, hardware, software, system, and network testing, and may
include, at a minimum, such tasks as:

         test plan development
         installation and operational testing of equipment
         system and software development testing
         system and software qualification testing
         system and software acceptance testing
         independent system and software validation testing
         network testing, both before and after integration activities

3.9 CONVERSION ASSISTANCE. The Contractor shall provide conversion assistance
for documents, images, data, and support software. With regard to documents,
images and data from one or more of a variety of source media (e.g., paper,
microfilm/fiche, electronic, etc.) The Contractor shall convert documents,
images and data in such a way that it can be stored and retrieved on one or more
of a variety of destination media (e.g., magnetic tape, optical disk, laser
disk, paper, etc.). After studying the documents to be converted, the Contractor
shall determine and recommend the most appropriate method of conversion and
storage (e.g., micrographics, digital imaging, a combination of both, etc.),
taking into consideration the intended use of the data and information, the cost
of implementation, and other defined factors. After Government approval, the
Contractor shall apply the approved method and convert the necessary documents,
images and/or data.

The Contractor shall also provide conversion assistance for support software.
The Contractor shall convert the necessary flies, programs, data bases, and
other software to effectively integrate the document imaging system into the
existing environment. Software acceptance


                                      C-12
<PAGE>   26
testing will be performed after conversion completion to determine accuracy of
the conversion effort and integrity of the converted data.

Software conversion assistance may be performed at either the Contractor's site,
or on-site at the Government organization place of business. Specific conversion
tasks and locations will be described within individual delivery orders.

3.10 OPERATIONAL SUPPORT, UPGRADES AND MAINTENANCE SERVICES. The Contractor
shall provide operational support, upgrades and maintenance services in the form
of programming/analysis support of software changes; and support, maintenance
and enhancement of document imaging and related systems operations and
operational capabilities. During operational support performance, the Contractor
shall review and make recommendations for suggested system enhancements.
Contractor recommendations shall relate to improvements of system capabilities
based on the availability of improved technology or other enhancements.
Contractor reviews shall address feasibility and benefits of changes proposed by
or on behalf of the Government. At the Governments discretion and upon
Government approval of the recommended improvement, the Contractor shall
implement the recommended improvements at the discretion of the Contracting
Officer through a delivery order modification or request.

3.11 DOCUMENTATION DEVELOPMENT AND SUPPORT. The Contractor shall be responsible
for development, maintenance, and update of program and system documentation,
as well as system specifications, training guides, users manuals, and any
other project-related documentation. The Contractor shall also be responsible
for distribution of project-related documentation to appropriate Government
organization offices and other required destinations. Specific types of
documentation, as well as number of copies and distribution instructions will be
included within each individual delivery order.

3.12 TRAINING SUPPORT. The Contractor shall provide the training support
necessary to allow end user personnel to efficiently and effectively utilize
contractor-developed document imaging and related applications/systems, and
associated networks. Individual delivery orders will provide the details of the
training tasks required; however, training support shall only encompass document
imaging-related training. The Contractor shall perform the tasks associated with
providing training assistance, including surveying the overall training needs,
creating the training plans, creating the training materials, conducting the
training, and assessing the effectiveness of the training. The Contractor shall
provide training in an appropriate format (e.g., hands-on experience,
lecture/discussion, combination of both), specific to the attendees' particular
needs and individual delivery order requirements. For example, a managerial
training session may not need to be as detailed as a clerical training session.

Training may be conducted at either a Government- or contract-furnished
facility, as specified in the individual delivery order. The contractor shall,
at a minimum, provide training in the categories listed below:


                                      C-13
<PAGE>   27
         Managerial/Executive Training - training that enables a manager to
         effectively administer the performance of user personnel and the
         system.
         Functional training - training that illustrates how the automated
         system supports the job. Functional training is directed at the system
         user and shall demonstrate all aspects of operator interaction with the
         system.
         Technical Training - training that is hardware oriented, such as
         training for the systems administrator or support staff.

Individual delivery orders will specify the type of training required, as well
as the environment, responsibility for provision of the training facilities,
schedule, format, number of attendees and sessions, deliverable products, and
other details for effective completion of the delivery order.

3.13 TECHNICAL ADVICE AND LIFE-CYCLE SUPPORT. The Contractor shall provide one
or more persons, with specific expert technical and management qualifications,
to perform and present analysis of issues associated with the implementation,
integration and support of document imaging systems and related systems/networks
in the following general areas:

         Life cycle management
         Project planning and scheduling
         Bar-coding systems
         Document imaging-related systems
         Configuration management
         Systems integration
         Existing, new and emerging technology
         Conversion, storage and retrieval
         Networks and communications
         Government and industry standards/guidelines for electronic image and
         information management

Further, integration planning and control of task activities is achieved, in
part, through meetings and/or between the Contractor and Government personnel.
These meetings/briefings may focus on the overall project or on subelements
within the overall project. The Contractor's Personnel shall attend and actively
participate during these meetings/briefings. The contractor shall ensure that
key task personnel are available to identify and assist in the solution of
problems, and to maintain a current awareness of project direction and pertinent
Government decisions. The Contractor shall participate in meetings/briefings at
critical milestones and in accordance with delivery order requests. The
contractor shall explore alternative approaches, propose and prepare plans, and
recommend resolution of various issues. The Contractor shall explain
recommendations and build on those recommendations as the project progresses.
Additionally, the Government anticipates telephone contact with the Contractor
during performance of each delivery order.


                                      C-14
<PAGE>   28
4.0 INFORMATION SECURITY. The contractor(s) shall provide technical services for
INFOSEC applications support. The contractor shall furnish the necessary
personnel, materials, facilities, travel and other services required to provide
technical INFOSEC support, systems engineering, and related administrative
services. The contractor shall provide technical support for the following task
areas:

4.1 SECURITY POLICY. This task area provides technical support in the review,
analysis and coordination of INFOSEC policy, doctrine, directives, regulations,
and implementation of instructions.

4.2 INFOSEC ARCHITECTURE AND ENGINEERING APPLICATIONS. This task area addresses
security architecture and engineering support. The architecture provides the
basis for the development of security products and mechanisms that may be chosen
by security systems engineers and integrators. The contractor shall perform
necessary transitional engineering, INFOSEC systems engineering, INFOSEC
engineering, INFOSEC systems integration and INFOSEC integration.

4.3 INFOSEC PRODUCTS AND APPLICATIONS. The following task areas provide support
for INFOSEC security products. Contractor technical support shall include:

         a. Establishing and maintaining a data base of INFOSEC programs related
         to current industry, government products, commercial, and classified
         established INFOSEC architectures.

         b. Recommending a means to identify requirements for INFOSEC products.

         c. Identifying INFOSEC engineering applications of INFOSEC products.

         d. Participating in the design and implementation of an agency wide
         product and technology information exchange program to ensure effective
         exchange of INFOSEC product information.

         e. Developing techniques required to analyze INFOSEC products and
         applying those techniques in testing and evaluating products.

         f. Participating in modifications and improvements to existing
         INFOSEC products. Conducting site visits for product implementation,
         problem solving/correction, and installation of products.

         g. Participating in development and implementation of an INFOSEC
         customer support center.

4.4 INFOSEC CERTIFICATION AND ACCREDITATION. This task area requires contractor
support in the development and implementation of the security Compliance
Validation Program to ensure system accreditation that certification and
accreditation standards and procedures are


                                      C-15
<PAGE>   29
properly applied by trained personnel; and that secure migration is in
accordance with established plans.

4.5 INFOSEC MULTI-LEVEL SECURITY TECHNOLOGY AND CAPABILITIES. This task area
requires work in multi-level security (MLS) technology, capabilities, and
services for use in information systems. The contractor shall provide a
complete range of INFOSEC engineering and technical services from development of
MLS technology to integration, installation, maintenance, and training of user
personnel.

4.6 INFOSEC REQUIREMENTS SUPPORT. The contractor shall provide technical support
to meet INFOSEC requirements by:

         a. Recommending acquisition guides/guidelines for identifying and
         specifying INFOSEC requirements.

         b. Attending meetings for the purpose of receiving technical
         information and developing briefings as required based on individual
         delivery orders.

         c. Preparing and disseminating technical materials to incorporate
         information presented by GSA, DoD, other federal agencies and
         departments.

         d. Participating in technical reviews during selection, development,
         and testing of INFOSEC components.

         e. Participating in staff assistance visits for data gathering,
         performing technical analyses, and documenting of INFOSEC
         requirements.

         f. Designing and developing prototype hardware/software tools for
         penetration teams.

         g. Reviewing technical data and statistical analyses of penetration
         tools, techniques, hardware and software used during unauthorized
         access to information systems.

         h. Providing technical support for certification and accreditation of
         INFOSEC Automated Information Systems handling classified and sensitive
         information.

         i. Conducting studies and preparing evaluations regarding the
         feasibility of using expert systems or other artificial intelligence
         techniques in areas such as risk analysis, penetration methodology,
         hazard assessment, etc.

         j. Developing INFOSEC and OPSEC procedures and plans.

4.7 PROGRAM AND PROJECT MANAGEMENT. This task area provides the Contract
management functions. Project management services may also be required by
delivery order. Individual responsibilities may include:


                                      C-16
<PAGE>   30
         a. Management Planning. The contractor shall prepare management plans.
         These plans shall describe the technical approach, organizational
         resources and management controls that the contractor shall employ to
         meet the cost, performance and schedule requirements throughout the
         period of performance.

         b. Internal Management Controls and Regulatory Compliance. The
         contractor shall perform oversight of productivity and management
         methods such as Quality Assurance, Configuration Management, Work
         Breakdown Structuring, and Human Engineering. Additionally, work shall
         require contractor compliance with Federal Information Processing
         Standards (FIPS), and Federal Laws and Regulations that affect
         information systems operations. Examples are the Privacy Act of 1974,
         the Computer Security Act of 1987, and the Joint Financial Management
         Improvement Program (JFMIP).

         c. Technical Reference Library. The contractor shall be required to
         establish an internal Technical Reference Library necessary to support
         the requirements of this contract.

         d. INFOSEC Documents. The contractor shall provide research,
         development, and INFOSEC system engineering support which is necessary
         to draft, review, revise, and deliver the INFOSEC documents.
         Requirements will be identified within individual delivery orders.

4.8 DOCUMENTATION. The following list is representative of the type of
documentation that the contractor shall develop in the support of this contract:

         a. Human Engineering Requirement Studies (Biometrics)
         b. INFOSEC Analysis
         c. INFOSEC Requirement Studies
         d. Security Test and Evaluation Studies
         e. Systems Functional Requirements Documents
         f. Engineering Studies
         g. Risk Management Guidelines
         h. Security Acquisition Guides
         i. Operator Manuals
         j. User Manuals
         k. Maintenance Manuals
         l. Programming Manuals
         m. Contingency Operations Plans
         n. System Security Architectures
         o. Security Regulations
         p. Test, Evaluation, Verification, Certification Plans leading to
            Accreditation
         q. Risk Analysis Reports
         r. Vulnerability Studies
         s. Security Implementation Plans
         t. Security Test and Evaluation Plans


                                      C-17
<PAGE>   31
         u. Training Material (Courseware)
         v. Technical Memos
         w. Mission Need Statements (MNS)
         x. Operational Requirements Documents (ORDs)
         y. Cost & Operational Effectiveness Analyses (COEAs)
         z. Security Architectures and Local Area Networks (LANs) and Wide Area
         Networks (WANs)
         aa. Installation and Integration Manuals
         ab. Acquisition Strategy Report
         ac. Test & Evaluation Master Plan
         ad. System Vulnerability Assessment Report
         ae. Continuity of Operations Plans (COOP)
         af. Security Concept of Operations (SCOP)
         ag. Disaster Recovery and Emergency Response and Functional Security
         Requirements Specifications (FSRS)
         ah. Economic Business Analysis (Business Cases)
         ai. PERT and GANTT Charts
         aj. Other Project Management briefings, displays and reports


                                      C-18
<PAGE>   32
5.0 FACILITY RELOCATION. The Contractor shall provide all engineering services,
logistic support, management, labor, equipment, transportation, and material
necessary to provide facility relocation engineering services under this
contract. General contract requirements to be accomplished are as follows:

5.1 PHASE I. CONCEPT SUBMISSION AND PROJECTION. The contractor shall provide a
complete concept submission and projection/forecast for the relocation. The
government will provide the contractor with a draft schedule for the relocation,
based on the projected occupancy date for the new building and will categorize
the relocation effort by identifying scheduled "move groups". Move groups are
combinations of facilities, offices, and office support spaces which are to be
relocated in the same time period in order to minimize work disruption. The
Contracting Officer's Representative (COR) will provide the contractor with
information concerning equipment to be relocated for each move group.

The contractor shall perform field investigations and utilizing the schedule,
drawings, and equipment data provided by the government:

         Prepare schematic level equipment layout drawings and supportive
         material identifying any required utility system interfaces or hard
         connections not provided by the construction contractor.

         Identify egress and ingress routes, any obstacles to the movement of
         equipment, and any efforts required to move the equipment.

         Develop a preliminary progress schedule detailing the execution of
         Phase II and III efforts. The contractor shall develop the preliminary
         schedule using the same network analysis system intended for use in
         Phase II and III, which will be submitted for approval by the
         appropriate authority. The contractor's scheduling system must be an
         efficient management analysis system that will allow the contractor and
         the government to plan, monitor, and control the aspects of
         performance.

         Develop a projection/forecast for the labor mix, materials, etc. for
         the Phase II and III efforts. The projection/forecast shall be based
         on the contractor's concept submission equipment installation plan.
         This projection will be used to determine the impact on budgets for
         implementing the relocation. The projection shall show each
         professional and trade discipline, estimated number of hours, material,
         and subcontract requirements.

The government will review the contractor's concept submission to determine the
adequacy of the contractor's approach, adherence to project scope, ability to
interpret the criteria and develop a schedule based on multiple interrelated
activities and the need to minimize facility down time. The government shall
notify the contractor of any deficiencies in the concept submission, and the
contractor shall within 10 working days correct all such deficiencies and
re-submit the concept submission for Contracting Officer review.

5.2 PHASE II. RELOCATION PLAN SUBMISSIONS. The contractor shall meet with each
facility point of contact and based on these meetings, and the approved concept
submission, prepare a


                                      C-19
<PAGE>   33
progress Phase II submission. The objective of this submission is to provide the
government with a schedule, project drawings and supportive material, to allow
the Contracting Officer to evaluate the contractor's adherence to equipment
system and construction design criteria, and to ensure that comments made during
previous reviews were understood and incorporated. Drawings and supportive
material shall detail utility and other connections and any necessary foundation
construction and/or modifications required to accommodate the relocated
equipment. The Relocation Plan shall also include drawings detailing any efforts
necessary to remove equipment from it's current location. This submission shall
include if necessary, a revised projection for Phase III. If the progress
submission is determined to be substantially inadequate, it will be returned for
resubmission. The Contracting Officer's review comments will be sent to the
contractor and the contractor shall resolve and incorporate the comments into
the final Phase II submission. Following approval of the progress submission
and during development of the final relocation plan, the contractor deliverable
will be a draft Memorandum of Understanding that documents the performance of
each major piece of equipment for government approval.

The contractor's final relocation plan shall be a complete submission that
includes final equipment removal and installation drawings and supportive
material including disassembly/reassembly documentation including video taping
as necessary, crating, packing, loading, and unloading procedures, operational
test and certification procedures for reinstalled equipment, and an updated
schedule and final detailed projection for Phase III.

5.3 PHASE III, EXECUTION OF RELOCATION PLAN. When individual delivery orders are
issued by the government the contractor shall execute the approved Relocation
Plan.

The Contractor shall coordinate the relocation effort with the appropriate
authority concerning the transport of the equipment and material.

The Contractor shall unload the equipment and material and move the items to
staging area as identified in the relocation plan, or directly into an office
or space as required.

The Contractor shall uncrate and unpack the equipment and material, as well as
new equipment, and reassemble, connect to required utilities and perform other
work as required to make the systems and equipment operational including
recertification and certification tests and calibration if required. The
Contractor shall dispose of all packing and crating material off-site.

Calibration of all equipment (if required) shall be performed in accordance with
MIL-I-45208A which includes MIL-Q-9858 and MIL-C-45662. The government will
witness recertification and calibration tests to the same performance level
documented [by the MOU's] and agreed upon prior to execution of Phase III. The
Contractor shall correct any observed test failure prior to acceptance of the
relocated, reinstalled equipment/facility.


                                      C-20
<PAGE>   34
6.0 TELEPHONE MANAGEMENT SERVICES. The Contractor shall provide required
personnel, material, facilities, equipment, software, data collection hardware,
and services to support analysis, planning, operations, installation and
maintenance of telephone and related equipment, lines, wiring closets, related
peripherals and services.

6.1 PROGRAM MANAGEMENT SUPPORT. The Contractor shall provide: business process
analysis, planning, financial management, information system maintenance and
development, service order management, cost analysis, and developing
requirements for, and ascertaining, the availability of assets within the task
areas specified herein.

6.2 COST AND ECONOMIC ANALYSIS. The Contractor shall provide financial
management support to sponsor organizations as specified in individual Delivery
Orders. These efforts shall include, but not be limited to:

         a. Performance of an economic analysis and evaluations of programs,
         projects, and tasks as defined by the Delivery Order

         b. Maintenance of a schedule detailing the breakdown of all Telephone
         Management Program costs, including labor costs, system development
         costs, system support costs, system hardware and travel costs.

         c. Maintenance of a computer model that will enable GSA to prorate
         Telephone Management Program costs to specific sponsors for billing.

6.3 QUALITY CONTROL PROCESS. The Contractor shall implement and maintain QC
procedures and processes in supporting GSA and meeting its mission objectives
defined herein. The Contractor shall identify quantitative techniques that
remove causes of defects and variations from set standards established for this
effort, and take corrective action as appropriate.

The quality control process shall assure the quality of contract performance
throughout all stages of the project, including: analysis, design, development,
test, and delivery. The key objectives of the Contractor's QC processes are to
achieve, maintain, and continuously improve the quality of the products in
relationship to the requirements of the contract.

The Contractor will maintain records and data essential to the effectiveness of
this quality program. These records will be made available to the Contracting
Officer's Representative (COR) for review and copied upon request. The quality
of the records will be complete and reliable. The quality program will provide
for the analysis and use of records as a basis for management action.

6.4 INFORMATION SYSTEMS DEVELOPMENT. The Contractor shall assess, analyze,
recommend, and perform tasks to support the upgrade, automation and/or
improvement of existing manual or automated systems. The specific requirements
for tasks to be performed by the Contractor


                                      C-21
<PAGE>   35
in these areas will be defined in the individual Delivery Orders issued under
this contract. These efforts shall include:

         a. Analyses of assigned functional problems in order to define proposed
         systems requirements.

         b. Performance of studies to evaluate hardware and software systems
         required to satisfy a specific functional problem.

         c. Development of recommendations documenting a hardware/software
         design project.

         d. Assessment, analysis, design, recommendations and development of
         database and information system hardware.

         e. Maintain existing information systems.

6.5 UPDATE CUSTOMER DATABASE. The Customer Database is a tool which provides a
profile of telephone system customers. The Government will provide the
Contractor with the current version of the Customer Database. The Contractor
shall, review, maintain and correct the Customer Database. The Contractor shall
also identify and correct any deficiencies in the database format and content.
The Contractor shall conduct analyses to identify optimum methodologies to
ensure database accuracy and implement these process improvements as necessary.

The Contractor will identify methods whereby this database can be integrated as
an on-line resource for the sponsor organization. The Contractor will also
conduct studies and provide recommendations to enable the update and production
of a sponsor Telephone Directory. This analysis will examine methods to collect
data in a timely manner, validate the accuracy of the data, and produce the
final database for the phone book.

6.6 STANDARD RECONCILIATION DATABASE SYSTEM. The purposes of the Standard
Reconciliation process are:

a.       TRACKING OF TELECOMMUNICATION EQUIPMENT AND SERVICES: The purpose of
         this portion of the database is to maintain an accurate record of
         physical inventory data, including equipment and circuits. This portion
         of the database will ensure that items being billed against an agency
         account code exist at that site.

b.       VALIDATION OF VENDOR CHARGE DATA: The objective of this portion of the
         database is to collect the current unit charges for telecommunication
         equipment and services to enable comparison of unit charges against the
         vendor bills in order to verify that the agency is charged the correct
         rate.


                                      C-22
<PAGE>   36
c.       SERVICE ORDER TRACKING: The purpose of this portion of the database is
         to verify the service order equipment and quantities against the
         physical inventories.

d.       INVESTIGATION OF DISCREPANCIES: The Contractor's auditing staff will
         review the monthly vendor charges during the course of investigating
         discrepancies that occurred during the inventory reconciliation
         process.

The Contractor shall develop and maintain a Standard Reconciliation Database
System and associated systems as described in the following sections.

6.6.1 COMPONENTS. The Standard Reconciliation Database System is comprised of
multiple relational databases that enable the reconciliation of physical
inventory data with vendor inventory and billings. The components of this
database are as follows:

         a. Vendor Billing Elements

         b. Telecommunications Equipment Elements

         c. Inventory Data Tables (Bar Code System Data)

         d. Vendor Billing Data

         e. User Interface Elements

         f. Other System Interface Capability

6.6.2 INTERFACES. The Contractor shall evaluate the platform interfaces
necessary for the support of databases and algorithms required by this system.


                                      C-23
<PAGE>   37
These interfaces will enable the Contractor to perform an automated
inventory/reconciliation of telecommunications equipment and services associated
with new installations and the embedded base.

6.6.3 VENDOR BILLING ELEMENTS  The Vendor Billing Elements are a required
component of the reconciliation system. These elements contain the charges for
telecommunication equipment and services as they are billed by the vendor to
government agencies. These elements enable the Contractor to verify that the
vendor has charged the correct amount for equipment and services according to
negotiated rates and to verify that the equipment and circuits appearing on the
bill were found in the inventory of the agency being charged. Discrepancies
resulting from the comparison of the inventory to the billing data will be
reviewed by the Contractor and all discrepancies will be validated by the
Contractor.

The Contractor shall maintain the Vendor Billing Element database. The purpose
of this database, in conjunction with the Telecommunication Equipment Elements
database, is to provide baseline data to identify and document the
telecommunications equipment and services to be inventoried. The data will be
used to support subsequent corrective actions to customer bills. The Contractor
shall document all changes to the database architecture, content or format in
accordance with applicable specifications, and provide recommendations for
improvements or modifications to the system.

6.6.4. TELECOMMUNICATIONS EQUIPMENT ELEMENTS. The Contractor shall maintain the
Telecommunications Equipment Elements database to ensure that the database
contains accurate listings on billable vendor telecommunications products. The
purpose of this database, in conjunction with the Vendor Billing Element
database, is to provide baseline data to identify and document the
telecommunications equipment and services to be inventoried. The data will be
used to support subsequent corrective actions to customer bills.

6.6.5 SITE INVENTORY DATABASE. The Contractor shall maintain an inventory
database hierarchy to enable the automated comparison of site inventory results
with the Vendor Billing Elements and the Telecommunications Equipment Elements
components of the database, as well as the Vendor Billing Data and/or Service
Order data for that site.

6.6.6 VENDOR BILLING DATABASE. The Contractor shall maintain a billing
database hierarchy to compare the Vendor Billing Data of an inventoried site
with the Vendor Billing Elements and the Telecommunications Equipment Elements
components of the database, and the Site Inventory Data as well.

6.6.7 REPORTS. After discrepancies have been researched, Inventory, Billing, and
Reconciliation reports shall be delivered to the sponsor agency and the GSA COR.
The vendor charge data will remain on-line in the Contractor's system until all
discrepancies have been verified by the Contractor's auditing staff.

The Contractor shall maintain the required monthly vendor bills on-line for
auditing access. The previous and current month's vendor bills will remain
available in the system until all


                                      C-24
<PAGE>   38
discrepancy research has been completed for the sites that have been inventoried
by the Contractor's technicians.

6.7 PHYSICAL INVENTORY SYSTEM. The Contractor shall develop a bar code process
for use in collecting physical inventory data of telecommunications equipment
and circuits. The Contractor shall maintain the bar code system including
hardware, software and peripherals. This system shall interface with the other
portions of the standardized inventory database. The Contractor shall document
all changes to the database architecture, content or format in accordance with
applicable specifications.

In office areas, primarily voice equipment and associated circuits and
peripherals connected to telephone jacks will be inventoried. The Contractor's
technicians will apply a bar code to the bottom of the equipment. Peripheral
equipment will be inventoried and associated with the appropriate telephone
instrument.

Equipment and circuits will he inventoried in the wire closet. The Contractor's
technicians shall apply bar code labels to visible areas of cabinets and racks
that are used to house telephone equipment in the wire closets. Equipment cards
and relays that are housed in these cabinets and racks will be counted and
associated with the cabinet or rack housing them. If these items have bar code
labels attached to them, the bar code information will be captured. Incoming
circuits, e.g., data circuits, trunks, WATS lines, and point-to-point circuits
terminating on 66-type connecting blocks and jacks will be inventoried once they
are clearly identified. The inventory team will not perform independent
verification of the accuracy of these identifications.

6.8 PHYSICAL INVENTORY VERIFICATION/RECONCILIATION. The Contractor shall
conduct physical telecommunications inventories and billing reconciliations as
follows:

a.       Conduct pre-inventory briefings, and attend pre-inventory meetings with
         agency personnel to establish technical requirements of each
         inventory/reconciliation effort. This effort may include briefing,
         preparation, development of cost estimate and development of technical
         proposals for work accomplished.

b.       Conduct a physical verification of all telecommunications equipment and
         circuits for each site identified by the Delivery Order. The inventory
         shall include both billable elements and GFE. The Contractor shall
         employ a standardized bar coding process.

c.       Conduct a reconciliation of the completed physical inventory with the
         customer's most current bill or inventory records. The Contractor shall
         employ standard Vendor Inventory and Billing Reconciliation processes
         to develop discrepancy reports and identify corrective actions to
         ensure accuracy of the customer's inventory and billing records.

d.       As a result of efforts defined in PARAGRAPHS a, b and c above, the
         Contractor shall provide inventory and billing documentation to enable
         GSA, or the sponsor, to pursue credits and/or refunds from the vendor.


                                      C-25
<PAGE>   39
The Contractor's Inventory Operations Staff will coordinate and schedule
technician pre-site surveys and customer interviews. Physical inventories will
be conducted on site by Contractor technicians. The collected inventory data
will be transmitted, via modems, from remote sites to the contractor central
site at the end of each day.

For those agencies that have been inventoried by the Contractor's Inventory
Operations Staff, a reconciliation of the inventory will be performed against
the billing data to ensure that the charges are correct for the equipment and
circuits found at the agency site. If the reconciliation results in
discrepancies, they will be investigated by the Contractor's auditing staff. The
auditing staff will log the results of their research, and this information will
be retained in the Contractor's system.

Data equipment such as modems, personal computers, facsimile machines, and
video equipment may be inventoried, if requested. Mobile equipment, e.g., pagers
and cellular phones, may be inventoried, if requested.

6.9 TRAFFIC ANALYSIS. The Contractor shall evaluate Central Office traffic and
switch capacity usage as defined in specific task instructions. The Contractor
shall develop analysis plans, assess cost/benefit trade-offs, perform analysis,
and develop documentation as required by Delivery Order.

6.10 TRAINING. The Contractor shall conduct training courses related to this
effort for GSA and customer personnel. Training support includes development of
training programs and materials. The courses may include Inventory Program
procedures, use of data collection terminals, use of reconciliation software,
and architecture of the Inventory Program systems.

6.11 CONFIGURATION MANAGEMENT. The Contractor shall conduct Configuration
Management tasks to support customer requirements, as specified in individual
Delivery Orders. Configuration Management support may be provided on
communications hardware, software, systems or processes as necessary. This
effort shall consist of Configuration Identification, Configuration Audits,
Establish Change Control, and Configuration Status Accounting, as appropriate.

6.12 LOGISTIC SUPPORT SERVICES. The Contractor shall implement logistic life
cycle support services for the on-going modernization of telephone and
telecommunication systems. These efforts shall include:

a.       Property accountability and warehousing of government equipments.

b.       Basic maintenance of government-owned telephony equipment.

c.       Asset management and relocation for Configuration Control of
         government-owned equipment.


                                      C-26
<PAGE>   40
SECTION C - PERSONNEL QUALIFICATIONS

The contractor shall provide only fully qualified and competent personnel to
perform the scope of effort set forth herein. The levels of skills, education
and experience of the different classifications of personnel provided for
contract performance must meet the minimum requirements set forth below:

a.       PRINCIPLE ENGINEER

         Knowledge Factors: Competent at the highest levels of applications
systems design, development, and implementation using information engineering
tools and computer assisted software engineering technologies.

         Education: Must have completed technical courses, attaining an
in-depth, state-of-the-art knowledge, in the application and use of I-CASE
support tools and methodology for all Information Engineering development life
cycle phases.

         Work Experience: Ten years continuous and progressive experience in
application systems development and implementation in broad-based information
technology settings using contemporary hardware and software systems.

Two years intensive, progressive, extensive, and continuous experience in
applications requirements, systems development and implementation must include
the utilization of Information Engineering processed, methodologies, automated
I-CASE tool/toolsets, database modeling and design concepts.

Experience on one large I-CASE (50+ entities) or two medium I-CASE (30/
entities) successful implementations. One year of successful experience in
I-CASE tool(s) required.

         Skill Description: Performs high level Information Engineering (IE)
planning, analysis, design, construction and implementation of I-CASE based
systems including defining I-CASE functional requirements, creating data and
process models, defining IE and software engineering processed and
methodologies. Develops project plans, controls project scope and tracks
direction in applying IE techniques, use of automated IE support TOOLS, testing
and quality assurance, and review of IE products. Designs and facilities rapid
prototyping and joint application input into the I-CASE tool for development of
the applications assigned by the task order. Prepares database and process
requirements documents to support the required I-CASE processed and
methodologies. Directs the generation of programs, databases, screen formats,
transaction definition, job control language, and testing procedures for the
target environment and installs the contracted application in a production
environment. Prepares and delivers technical reports, briefings


                                      C-27
<PAGE>   41
and presentations, as required by the task order. May be required to service as
task leader on a highly complex task or combination of two or more I-CASE task
orders.

b.  PRINCIPAL ANALYST

         Knowledge Factors: Competent at the highest technical levels of
applications systems design, development and implementation of knowledge-based
systems.

         Work Experience: At a minimum, must posses three years experience
designing and developing expert systems/neural networks.

         Skill Description: Performs planning, analysis, design and contraction
of Expert Systems/Neural Networks. Develops knowledge bases, inference engines
and user interfaces for expert systems using proven definition and reduction.
Performs knowledge elicitation. Skilled in search techniques (i.e., AND/OR
graphics, best-first, bidirectional, binary tree, heuristic, interactive
deepening). Develops reasoning procedures. Performs knowledge representation
using production rules or semantic networks and frames. Proficient in LISP,
PROLOG or other AI language as specified by the task order. Develops plans,
controls project scope and tracks direction of project. Prepares and delivers
technical reports, briefings and presentations, as required by task order.

c.       Program Manager  A bachelors degree in engineering, physics,
         mathematics, computer science or equivalent with eight years
         progressive experience in managing major systems development
         projects. Included in the above is three years of management and
         experience in supervising the development of major programs, performing
         advanced planning, developing organizational structures and providing
         personnel resources. A background in determining and initiating
         management trade-off actions is required. Previous experience In
         managing systems engineering development projects is mandatory.

d.       Senior Engineer  A bachelors degree in engineering, mathematics,
         physics, computer sciences, or equivalent with five years progressive
         experience in systems engineering. Emphasis should be in communications
         systems engineering with related experience in systems oriented project
         management and development. Must have at least three years experience
         in support of communication systems design, development and
         acquisition.

e.       Engineer  Must have a bachelors degree in engineering, mathematics,
         physics, computer sciences, or equivalent with two years experience.
         Must have a background in performing engineering related to
         communications systems.

f.       Senior Systems Analyst. A bachelors degree or equivalent with five
         years progressive experience in the analysis, development, and test of
         communication systems. Must have experience in both software and
         hardware systems, analysis and developing trade-off studies with
         related experience in systems oriented


                                      C-28
<PAGE>   42
         project management and development. Must have at least three years
         experience in support of communication systems, software development
         and data processing techniques.

g.       Systems Analyst  Must have a bachelors degree or equivalent with a
         minimum of two years experience in the analysis of development and test
         of communication systems. Must have experience in both software and
         hardware systems, analysis and developing trade-off studies. Knowledge
         of communications systems, software development and data processing
         techniques is required.

h.       Senior Programmer  A bachelors degree or equivalent with five years of
         programming experience. Must have at least two of the five years
         experience in developing software toward the application involving
         communications systems. Must also have at least three years experience
         in the application of assembler/compiler languages.

i.       Programmer  A bachelors degree or equivalent with a minimum of two
         years of programming experience. Must have experience in developing
         software toward the application involving communications systems. Must
         also have experience in the application of assembler/compiler
         languages.

j.       Draftsman/Illustrator  Must have experience with computer aided
         graphics design and development.

k.       Communications Technician  Must have minimum a of five years experience
         dealing with electronics systems hardware. Must have at least two of
         the five years experience in providing technical assistance in the
         areas of communications systems development and integration.

l.       Administrative Assistant  Must have experience and ability to
         accurately type complicated scientific/technical reports and documents.
         Must have experience in typing technical documentation and narrative
         material.

m.       Wireman.  Must have a high school diploma or equivalent with at least
         two years of experience in soldering, wrapping, harnessing, and
         connecting electronics wiring, connectors and components.

n.       Installer.  Must have a high school diploma or equivalent with at least
         one year of experience in cable routing and connector installation.


                                      C-29

<PAGE>   43
                        SECTION D - PACKAGING AND MARKING

          D.1    Payment of Postage and Fees

                 All postage and fees related to submitting information
(including documents, forms, reports, etc.) to the Contracting Officer (CO) or
the Contracting Officer's Technical Representative (COTR) shall be paid by the
contractor.

          D.2    Marking

                 All information submitted to the CO or the COTR shall clearly
indicate the contract number of the contract for which the information is being
submitted.


                                      D-1
<PAGE>   44
                     SECTION E -- Inspection and Acceptance

E.1 Clauses Incorporated by Reference (52.252-2) (Jun 1988)


This contract incorporates the following clauses by reference, with the same
force and effect as if they were given in full text. Upon request, the
Contracting Officer will make their full text available. (Federal Acquisition
Regulation (48 CFR Chapter 1) Clauses)

a.        -- Reserved

b.        -- Inspection of Services -- Fixed-Price (52.246-4) (FEB 1992)

c.        -- Responsibility for Supplies -- (52.246-16) (Apr 1984)

d.        -- Inspection of Time-and-Material and Labor Hour - (52.246.6)
             (Jan 1986)

E.2 Inspection and Acceptance (Destination)

Inspection and acceptance of the supplies or services to be furnished hereunder
shall be made at destination by the receiving activity.

Receiving activity shall execute acceptance certificate on the applicable
inspection and receiving report form.

E.3 Standards and Guidelines

Products and services provided under a Task/Delivery order will be reviewed by
the Government and accented or rejected within 30 calendar days from the date of
receipt. A shorter or longer review period may be defined in a particular
Task/Delivery order.

E.4 Standard of Performance Acceptance of Equipment

(1) General


                                      E-1
<PAGE>   45
This provision establishes a standard of performance which must be met before
any equipment listed within a Task/Delivery order is accepted by the Government

(2) Performance Period

The performance period shall begin on the installation date (unless delayed in
accordance with paragraph 7) and shall end when the equipment has met the
standard of performance for a period of thirty (30) consecutive days by
operating in conformance with the contractor's technical specifications and
functional descriptions, or as quoted in the contractor's proposal, which must
satisfy the requirements of the statement of work, at an effectiveness level of
100%.

(3) Successful Performance Period

The successful performance period is that consecutive 30 days during which the
standard of performance is met. If the equipment does not meet the standard of
performance during the initial 30 consecutive days, the performance period shall
continue on a day-by-day basis.

(4) Failure to Meet the Standard of Performance

If the equipment fails to meet the standard of performance after 90 calendar
days from the installation date or start of the performance period, whichever is
later, the Government may at its option request a replacement or terminate the
task/delivery order and request the immediate removal of the equipment.

(5) Date of Acceptance

The Government shall not accept equipment and shall not pay charges until the
standard of performance is met. The date of acceptance shall he the last day of
the successful performance period.

(6) Daily Records

The Government shall maintain appropriate daily records to satisfy the
requirements of paragraph 1 and shall notify the Contractor in writing on the
last day of the successful performance period.

(7) Delay of the Start of Performance Period

If necessary, the Government may delay the start of the performance period, but
such a delay shall not exceed 30 consecutive days; therefore, the performance
period must start not later than the 31st day after installation date.


                                      E-2
<PAGE>   46
E.5 Inspection and acceptance (Services)

Inspection and acceptance of services to be furnished hereunder shall be made,
upon completion of services, by the Contracting Officer's Technical
Representative (COTR).


                                       E-3
<PAGE>   47
                     SECTION F - DELIVERIES OR PERFORMANCE

F.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available.

                 FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES
                 INCORPORATED BY REFERENCE:

<TABLE>
<CAPTION>
CLAUSE NO.                   CLAUSE TITLE                    DATE

<S>                          <C>                             <C>
52.212-13                    Stop-Work Order                 (AUG 1989)
52.247-34                    F.o.b. Destination              (NOV 1991)
</TABLE>

F.2 TIME OF DELIVERY

The Government requires delivery of equipment and services to be made in
accordance with the schedule indicated in each task/delivery order.

F.3 CONTRACT PERFORMANCE PERIOD

The contract performance period shall be for one (1) year, beginning at the
contract award date, with four (4) one year options, if exercised by the
Government.


                                      F-1
<PAGE>   48
SECTION G - CONTRACT ADMINISTRATION

G.1 PROCURING CONTRACTING OFFICER (PCO)

The PCO shall have the right to issue contract revisions, change the terms and
conditions of the contract, terminate the contract for default or convenience,
make final decisions on disputed deductions from contract payment for
nonperformance or unsatisfactory performance, issue final decisions regarding
contract questions or matters under dispute and otherwise administer the
contract or delegate authority and responsibility to administer the contract.
The PCO may delegate authority to an Administrative Contracting Officer (ACO) to
administer this contract.

G.2 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR)

The PCO may appoint a COTR to monitor the contractor's progress and technical
performance of this contract. The COTR will report directly to the PCO. The COTR
is not empowered to obligate the Government or make any commitments which affect
the contract price, terms, or delivery provisions. Any such proposed or
perceived changes must be brought to the immediate attention of the PCO. The
acceptance of any changes by the Contractor without the specific approval and
written consent of the PCO will be at the Contractor's risk.

The COTR will monitor the Contractor's performance of the contract's technical
requirements, maintain written and oral communications with the contractor
concerning technical aspects of the contractor, notify the Contractor and the
Contracting Officer of any deficiencies observed in contract performance, and
coordinate the availability of Government furnished property and provide for
site entry of Contractor personnel, if required.


                                       G-1
<PAGE>   49
G.3 CONTRACT ADMINISTRATION

The following individuals are to be contacted for administration during the term
of this contract.

1. GSA Contracting Officer:                            John E. Wise
                                                       215-656-6321

2. GSA Administrative Contracting Officer              Robert L. Vitelli
                                                       215-656-6326

Address for GSA Contracting Reps. & Ordering Address:
                   General Services Administration
                   Acquisition Services Division (3KE)
                   The Wanamaker Building, 7th Fl.
                   100 Penn Square East
                   Philadelphia, PA 19107

3. GSA COTR        Mr. Gregory Glatthorn
                   General Services Administration
                   Telecommunications Operations (3KMP)
                   The Wanamaker Building, 7th Fl.
                   100 Penn Square East
                   Philadelphia, PA 19107
                   215-656-6392

4. Contractor's Representatives:

                   Richard A. Young - Sr. Vice President 410-280-1269
                   Jeffrey Mogelinski, Contracts Manager 410-280-1236

Address:           TeleCommunications Systems, Inc.
                   275 West Street, Suite 400
                   Annapolis, MD 21401

G.4 INVOICING

The billings will be rendered on a calendar month basis. In accordance with
title 31 US Code, Section 3324 (formerly 31 USC 529) which prohibits the payment
of public money in advance of the services to be rendered, all invoices will be
rendered in arrears of service.

The contractor shall render proper invoices for monthly charges by the 14th
calendar day of the following month in which the charges occur. The Government
is authorized to request extra copies, if it deems necessary.


                                       G-2
<PAGE>   50
G.5 GOVERNMENT PAYMENT OFFICE

Invoices shall be addressed to the Government paying office that is listed on
the task/delivery order. Each invoice shall contain the proper contract
identification number, act number and date of submission.

G.6 Contractor's Remittance Address

Payments should be sent via Electronic Funds Transfer (EFT) or mailed to the
following address:

Telecommunications Systems, Inc.
c/o Nations Bank
Nations Bank Building
8300 Greensboro Drive
Suite 550
McLean, VA 22102

Attention: Mr. Jared Stapor/Mailstop VA9200-0503
ABA: 052001633 Account: 2007916273
Phone: 703-761-8010


                                      G-3
<PAGE>   51
SECTION H -- Special Contract Requirements

H.1 Contract Type

The Government contemplates the award of an Indefinite-Delivery,
Indefinite-Quantity, Time and Materials contract.

H.2 Title to Equipment

Title to all equipment acquired under the provisions of this contract shall vest
in the Government at the time of final payment and acceptance of the final
item.

H.3 Permits

The Contractor shall, without additional expense to the Government, be
responsible for obtaining any necessary licenses and permits, and for complying
with any applicable federal, state, and municipal laws, codes, and regulations,
in connection with the performance of the contract.

H.4 Government-Furnished Property and Services

Space to house equipment will be provided. No material, equipment, services,
facilities or other space, will be furnished by the Government under this
contract, unless otherwise indicated.

H.5 Required Insurance

(a) The Contractor shall procure and maintain the following minimum insurance
during the period of performance of this contract:

         (1) Workmen's Compensation and Employer's Liability Insurance.

                  (i) Compliance with applicable workmen's compensation and
occupational disease statutes is required under this contract.


                                       H-1
<PAGE>   52
                  (ii) Employer's liability coverage in the minimum amount of
$1,000,000.

         (2) General Liability Insurance in the minimum amount of $500,000 per
occurrence.

         (3) Automobile Liability Insurance in the minimum amount of $200,000
per person and $500,000 per occurrence for bodily injury and $20,000 per
occurrence for property damage.

                  (i) Prior to the commencement of work hereunder, the
Contractor shall furnish to the Contracting Officer a certificate or written
statement of the above required insurance. The policies evidencing required
insurance shall contain an endorsement to the effect that cancellation or any
material change in the policies adversely affecting the interests of the
Government in such insurance shall not be effective for such periods as may be
prescribed by the laws of the state in which this contract is to be performed
and in no event less than thirty (30) days after written notice thereof to the
Contracting Officer.

(b) The Contractor agrees to insert the substance of this clause including this
paragraph (c), in subcontracts under this contract that require work on a
Government installation. The subcontractor(s), will be obligated by the prime
contractor, to provide and maintain the insurance required by virtue of this
contract. At least five (5) days before entry of each such subcontractor's
personnel on Government installation, the Contractor shall furnish (or ensure
that there has been furnished) to the Contracting Officer a current certificate
of insurance, meeting the requirements of paragraphs (a) and (b) under this
clause.


                                       H-2

<PAGE>   53
                      SECTION I -- Contract Clauses

I.1 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988). This contract
incorporates one or more clauses by reference, with the same force and effect as
if they were given in full text. Upon request, the Contracting Officer will make
their full text available.

I.1.1           52.202-1          Definitions  (SEP 1991)

I.1.2           52.203-1          Officials Not to Benefit
                                  (APR 1984)

I.1.3           52.203-3          Gratuities   (APR 1984)

I.1.4           52.203-5          Covenant Against Contingent Fees
                                  (APR 1984)

I.1.5           52.203-6          Restrictions on Subcontractor
                                  Sales to the Government
                                  (JUL 1985)

I.1.6           52.210-5          New Material  (APR 1984)

I.1.7           52.210-7          Used or Reconditioned Material,
                                  Residual Inventory and Former
                                  Government Surplus Property
                                  (APR 1984)

I.1.8           52.212-15         Government Delay of Work
                                  (APR 1984)

I.1.9           52.214-34         Submission of Offers in the
                                  English Language   (APR 1991)

I.1.10          52.214-35         Submission of Offers in U.S.
                                  Currency (APR 1991)

I.1.11          52.215-1          Examination of Records by
                                  Comptroller General   (FEB 1993)

I.1.12          52.215-2          Audit - Negotiation   (FEB 1993)

I.1.13          52.215-22         Price  Reduction for Defective
                                  Cost or Pricing Data   (Jan 1991)


                                     I-1
<PAGE>   54
I.1.14         52.215-26                 Integrity of Unit Prices
                                         (APR 1991)


I.1.15         52.215-33                 Order of Precedence (JAN 1986)

I.1.16         52.217-8                  Option to Extend Services
                                         (AUG 1989)

I.1.17         52.219-8                  Utilization of Small Business
                                         Concerns and Small Disadvantaged
                                         Business Concerns  (FEB 1990)

I.1.18         52.219-13                 Utilization of Women Owned Small
                                         Businesses (AUG 1986)

I.1.19         52.220-1                  Preference for Labor Surplus Area
                                         Concerns (APR 1984)

I.1.20         52.220-3                  Utilization of Labor Surplus Area
                                         Concerns (APR 1984)

I.1.21         52.220-4                  Labor Surplus Area Subcontracting
                                         Program (APR 1984)

I.1.22         52.222-1                  Notice to the Government of Labor
                                         Disputes (APR 1984)

I.1.23         52.222-18                 Notification of Employee Rights
                                         Concerning Payment of Union Dues
                                         or Fees (May 1992)

I.1.24         52.222-20                 Walsh Healey Public Contracts Act
                                         (APR 1984)

I.1.25         52.222-26                 Equal Opportunity (APR 1984)

I.1.26         52.222-28                 Equal Opportunity Preaward
                                         Clearance of Subcontracts (APR 1984)

I.1.28         52.222-35                 Affirmative Action for Special
                                         Disabled and Vietnam Era Veterans
                                         (APR 1984)

I.1.29         52.222-36                 Affirmative Action for Handicapped
                                         Workers (APR 1984)

I.1.30         52.223-2                  Clean Air and Water (APR 1984)


                                     I-2
<PAGE>   55
I.1.31         52.223-3            Hazardous Material  Identification
                                   & Material Safety Data (NOV 1991)

I.1.32         52.225-9            Buy American Act-Trade Agreement Act-Balance
                                   of Payments Program (JAN 1994)

I.1.33         52.227-1            Authorization and Consent (APR 1984)

I.1.34         52.227-2            Notice and Assistance Regarding Patent and
                                   Copyright Infringement (APR 1984)

I.1.35         52.227-3            Patent Indemnity (APR 1984)


I.1.36         52.227-14           Rights in Data -- General (JUN 1987)

I.1.37         52.227-19           Commercial Computer Software Restricted
                                   Rights (JUN 1987)

I.1.38         52.228-5            Insurance - Work on a Government Installation
                                   (SEP 1989)

I.1.39         52.229-3            Federal,  State, and Local Taxes (JAN 1991)

I.1.40         52.229-4            Federal,  State, and Local Taxes
                                   (Noncompetitive Contract) (Jan 1991)

I.1.41         52.232-7            Payments under Time & Materials & Labor
                                   Hrs (APR ???)

I.1.42         52.232-8            Discounts for Prompt Payments (APR 1989)

I.1.43         52.232-11           Extras (APR 1984)

I.1.44         52.232-17           Interest (JAN 1991)

I.1.45         52.232-23           Assignment of Claims (JAN 1986)

I.1.46         52.232-25           Prompt Payment (APR 1989)

I.1.47         52.232-28           Electronic Funds Transfer Payment Methods
                                   (APR 1989)

I.1.48         52.233-1            Disputes  (Alternate 1) (MAR 1994)


                                     1-3
<PAGE>   56
I.1.49           52.233-3           Protest After Award (AUG 1989)

I.1.50           52.237-2           Protection of Government Buildings,
                                    Equipment, and Vegetation (APR 1984)

I.1.51           52.237-3           Continuity of Services (JAN 1991)

I.1.52           52.243-3           Changes - Time & Materials & LH (AUG 1987)

I.l.52a          52.244-3           Subcontracts - Time & Materials (APR 1985)

I.1.53           52.244-5           Competition in Subcontracting (APR 1984)

I.1.54           52.245-2           Government Property (Fixed-Price Contracts)
                                    (DEC 1989)

I.1.55           52.249-2           Termination for Convenience of the
                                    Government  (Fixed-Price) (APR 1984)

I.1.56           52.249-8           Default  (Fixed-Price Supply and Service)
                                    (APR 1984)

I.1.57           52.253-1           Computer Generated Forms (JAN 1991)


I.2   52.203-7 Anti-Kickback Procedures (OCT 1988)

   (a)    Definitions.

   "Kickback," as used in this clause, means any money, fee, commission, credit,
gift, gratuity, thing of value, or compensation of any kind which is provided,
directly or indirectly, to any prime Contractor, prime Contractor employee,
subcontractor, or subcontractor employee for the purpose of: improperly
obtaining or rewarding favorable treatment in connection with a prime contract
or in connection with a subcontract relating to a prime contract.

   "Person," as used in this clause, means a corporation, partnership, business
association of any kind, trust, joint-stock company, or individual.

   "Prime contract," as used in this clause, means a contract or
contractual action entered into by the United States for the

                                     I-4
<PAGE>   57
 purpose of obtaining supplies, materials, equipment, or services of any kind.

   "Prime Contractor," as used in this clause, means a person who has entered
 into a prime contract with the United States.

   "Prime Contractor employee," as used in this clause, means any officer,
 partner, employee, or agent of a prime Contractor.

   "Subcontract," as used in the clause, means a contract or contractual action
 entered into by a prime Contractor or subcontractor for the purpose of
 obtaining supplies, materials, equipment, or services of any kind under a prime
 contract.

   "Subcontractor," as used in this clause, (1) means any person, other than the
 prime contractor, who offers to furnish or furnishes any supplies, materials,
 equipment, or services of any kind under a prime contract or a subcontract
 entered into in connection with such prime contract, and (2) includes any
 person who offers to furnish or furnishes general supplies to the prime
 Contractor or a higher tier subcontractor.

   "Subcontractor employee," as used in this clause, means any officer, partner,
 employee, or agent of a subcontractor.

   (b) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits any
 person from -

        (1)  Providing or attempting to provide or offering to  provide any
 kickback;

        (2) Soliciting, accepting, or attempting to accept any kickback; or

        (3) Including, directly or indirectly, the amount of any kickback in the
 contract price charged by a prime Contractor to the United States or in the
 contract price charged by a subcontractor to a prime Contractor or higher tier
 subcontractor.

   (c) (1) The Contractor shall have in place and follow reasonable procedures
 designed to prevent and detect possible violations described in paragraph (b)
 of this clause in its own operations and direct business relationships.

        (2) When the contractor has reasonable grounds to believe that a
 violation described in paragraph (b) of this clause may have occurred, the
 Contractor shall promptly report in writing the possible violation. Such
 reports shall be made to the inspector general of the contracting agency, the
 head of the


                                       I-5
<PAGE>   58
contracting agency if the agency does not have an inspector general, or the
Department of Justice.

         (3) The Contractor shall cooperate fully with any Federal agency
investigating a possible violation described in paragraph (b) of this clause.

         (4) The Contracting Officer may (i) offset the amount of the kickback
against any monies owed by the United States under the prime contract and/or
(ii) direct that the Prime Contractor withhold from sums owed a subcontractor
under the prime contract, monies withheld, the amount of the Kickback. The
Contracting Officer may order that monies withheld under subdivision (c) (4)
(ii) of this clause be paid over to the Government unless the Government has
already offset those monies under subdivision (c)(4) (i) of this clause. In
either case, the Prime Contractor shall notify the Contracting Officer when the
monies are withheld.

         (5) The Contractor agrees to incorporate the substance of this clause,
including subparagraph (c) (5) but excepting subparagraph (c) (1), in all
subcontracts under this contract.


I.3   52.203-9 Requirement for Certificate of Procurement Integrity -
      Modification (NOV 1990)

(a) Definitions. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this clause.

(b) The contractor agrees that it will execute the certificate set forth in
paragraph (c) of this clause, when requested by the

Contracting Officer in connection with the execution of any modification of this
contract.

(c) Certification. As required in paragraph (b) of this clause, the officer or
employee responsible for the modification proposal shall execute the following
certification:

                     CERTIFICATE OF PROCUREMENT INTEGRITY -
                             MODIFICATION (NOV 1990)

   (1) I, _________________________, am the officer or employee responsible for
the preparation of this modification proposal and

hereby certify that, to the best of my knowledge and belief, with the exception
of any information described in this certification, I have no information
concerning a violation or possible violation of subsection 27(a), (b), (d), or
(f) of the Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423),


                                     I-6
<PAGE>   59
(hereinafter referred to as "the Act"), as implemented in the FAR, occurring
during the conduct of this procurement (KEL-PR-90-0001)

    (2) As required by subsection 27(e) (1) (B) of the Act, I further certify
that to the best of my knowledge and belief, each officer, employee, agent,
representative, and consultant of _________________________ who has participated
personally and substantially in the preparation or submission of this proposal
has certified that he or she is familiar with, and will comply with, the
requirements of subsection 27(a) of the Act, as implemented in the FAR, and will
report immediately to me any information concerning a violation or possible
violation of subsections 27(a), (b), (d), or (f) of the Act, as implemented in
the FAR, pertaining to this procurement.

    (3) Violations or possible violations: (Continue on plain bond paper if
necessary and label Certificate of Procurement Integrity - Modification
(Continuation Sheet). ENTER "NONE" IF NONE EXISTS.)

________________________________________________________________________________
(Signature of Officer/Employee Responsible for Modification Proposal and date)

________________________________________________________________________________
Typed Name of Officer/Employee Responsible for Modification Proposal

                 (The Act became effective on December 1, 1990)

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER TITLE 18, UNITED STATES CODE,
SECTION 1001.

                             (END OF CERTIFICATION)


(d) In making the certification in paragraph (2) of the certificate, the officer
or employee of the competing Contractor responsible for the offer or bid, may
rely upon a one-time certification from each individual required to submit a
certification to the competing Contractor, supplemented by periodic training.
These certifications shall be obtained at the earliest possible date after an
individual required to certify begins employment or association with the
contractor. If a contractor decides to rely on a certification executed prior to
the suspension of section 27 (i.e., prior to December 1, 1989), the Contractor
shall ensure that an individual who has so


                                     I-7
<PAGE>   60
certified is notified that section 27 has been reinstated. These certifications
shall be maintained by the Contractor for a period of 6 years from the date a
certifying employee's employment with the company ends or, for an agency,
representative, or consultant, 6 years from the date such individual ceases to
act on behalf of the contractor.

(e) The certification required by paragraph (c) of this clause is a material
representation of fact upon which reliance will be placed in executing this
modification.

I.4   52.203-10 Price or Fee Adjustment for Illegal or Improper Activity
      (SEP 1990)

   (a) The Government, at its election, may reduce the price of a fixed price
type contract or contract modification and the total cost and fee under a cost
type contract or contract modification by the amount of profit or fee determined
as set forth in paragraph (b) of this clause if the head of the contract
activity or his or her designee determines that there was a violation of
subsection 27(a) of the Office of Federal Procurement Policy Act, as amended (41
U.S.C. 423), as implemented by the FAR. In the case of a contract modification,
the fee subject to reduction is the fee specified in the particular contract
modification at the time of execution, except as provided in subparagraph (b)
(5) of this clause.

    (b) The price or fee reduction referred to in paragraph (a) of this clause
shall be:

         (1)  For cost plus fixed fee contracts, the amount of the fee specified
              in the contract at time of award;

         (2)  For cost plus incentive fee contracts, the target fee specified in
              the contract at the time of award, notwithstanding any minimum fee
              or "fee floor" specified in the contract;

         (3)  For cost plus award fee contracts-

              (i)  The base fee established in the contract at the time of
                   contract award.

              (ii)  If no base fee is specified in the contract, 30 percent of
                    the amount of each award fee otherwise payable to the
                    Contractor for each award fee evaluation period or at each
                    award fee determination point.

         (4)  For fixed price incentive contracts, the Government may-


                                     I-8
<PAGE>   61
              (i)   Reduce the contract target price and contract target profit
                    both by an amount equal to the initial target profit
                    specified in the contract at the time of the contract award;
                    or

              (ii)  If an immediate adjustment to the contract target price and
                    the contract target profit would have a significant adverse
                    impact on the incentive price revision relationship under
                    the contract, or adversely affect the contract financing
                    provisions, the Contracting Officer may defer such
                    adjustment until the establishment of the total final price
                    of the contract. The total final price established in
                    accordance with the incentive price revision provisions of
                    the contract shall be reduced by an amount equal to the
                    initial target profit specified in the contract at the time
                    of contract award and such reduced price shall be the total
                    final contract price.

          (5) For firm fixed price contracts or contract modifications, by 10
              percent of the initial contract price; 10 percent of the contract
              modification price; or a profit amount determined by the
              Contracting Officer from records or documents in existence prior
              to the date of the contract award or modification.

    (c) The Government may, at its election, reduce a prime contractor's price
or fee in accordance with the procedures in paragraph (b) of this clause for
violations of the Act by its subcontractors by an amount not to exceed the
amount of profit or fee reflected in the subcontract at the time the subcontract
was first definitively priced.

   (d) In addition to the remedies in paragraphs (a) and (c) of this clause, the
Government may terminate this contract for default. The rights and remedies of
the Government specified herein are not exclusive, and are in addition to any
other rights and remedies provided by law or under this contract.


I.5   52.203-12 Limitation on Payments to Influence Certain Federal Transactions
      (JAN 1990)

      (a)  Definitions.


                                     I-9
<PAGE>   62
       "Agency," as used in this clause, means executive agency as defined in
2.101.

       "Covered Federal action," as used in this clause, means any of the
following Federal actions:

        (a)  The awarding of any Federal contract.

        (b) The making of any Federal grant.

        (c) The making of any Federal loan.

        (d) The entering into of any cooperative agreement.

        (e) The extension, continuation, renewal, amendment, or modification of
any Federal contract, grant, loan, or cooperative agreement.

       "Indian tribe" and "tribal organization" as used in this clause, have the
meaning provided in Section 4 of the Indian Self-Determination and Education
Assistance Act (25 U.S.C. 450B and include Alaskan Natives.

       "Influencing or attempting to influence," as used in this clause, means
making, with the intent to influence, any communication to or appearance before
an officer or employee of any agency, a Member of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with
any covered Federal action.

       "Local government" as used in this clause, means a unit of government in
a State and, if chartered, established, or otherwise recognized by a State for
the performance of governmental duty, including a local public authority, a
special district, an intrastate district, a council of governments, a sponsor
group representative organization, and any other instrumentality of a local
government.

       "Officer or employee of an agency," as used in this clause, includes the
following individuals who are employed by an agency:

      (a) An individual who is appointed to a position in the Government under
title 5, United States Code, including a position under a temporary appointment.

       (b) A member of the uniformed services, as defined in subsection 101(3),
title 37, United States Code.

       (c) A special Government employee, as defined in section 202, title 18,
United States Code.

       (d) An individual who is a member of a Federal advisory committee, as
defined by the Federal Advisory Committee Act, title 5, United States Code,
appendix 2.


                                     I-10
<PAGE>   63
       "Person" as used in this clause, means an individual, corporation,
company, association, authority, firm, partnership, society, State, and local
government, regardless of whether such entity is operated for profit, or not for
profit. This term excludes an Indian tribe, tribal organization, or any other
Indian organization with respect to expenditures specifically permitted by other
Federal law.

       "Reasonable compensation" as used in this clause, means, with respect to
a regularly employed officer or employee of any person, compensation that is
consistent with the normal compensation for such officer or employee for work
that is not furnished to, not funded by, or not furnished in cooperation with
the Federal Government.

       "Reasonable payment" as used in this clause, means, with respect to
professional and other technical services, a payment in an amount that is
consistent with the amount normally paid for such services in the private
sector.

       "Recipient" as used in this clause, includes the contractor and all
subcontractors. This term excludes an Indian tribe, tribal organization, or any
other Indian organization with respect to expenditures specifically permitted by
other Federal law.

       "Regularly employed" as used in this clause, means, with respect to an
officer or employee of a person requesting or receiving a Federal contract, an
officer or employee who is employed by such person for at least 130 working days
within 1 year immediately preceding the date of the submission that initiates
agency consideration of such person for receipt of such contract. An officer or
employee who is employed by such person for less than 130 working days within 1
year immediately preceding the date of the submission that initiates agency
consideration of such person shall be considered to be regularly employed as
soon as he or she is employed by such person for 130 working days.

       "State" as used in this clause, means a State of the United States, the
District of Columbia, the Commonwealth of Puerto Rico, a territory or possession
of the United States, an agency or instrumentality of a State, and a
multi-State, regional, or interstate entity having governmental duties and
powers.

       (b)  Prohibition

            (1) Section 1352 of title 31, United States Code, among other
things, prohibits a recipient of a Federal contract,


                                     I-11
<PAGE>   64
grant, loan, or cooperative agreement from using appropriated funds to pay any
person for influencing or attempting to influence an officer or employee of any
agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress in connection with any of the following covered Federal
actions: the awarding of any Federal contract; the making of any Federal grant;
the making of any Federal loan; the entering into of any cooperative agreement;
or the modification of any Federal contract, grant, loan, or cooperative
agreement.

               (2) The Act also requires Contractors to furnish a disclosure if
any funds other than Federal appropriated funds (including profit or fee
received under a covered Federal transaction) have been paid, or will be paid,
to any person for influencing or attempting to influence an officer or employee
of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with a Federal contract, grant,
loan, or cooperative agreement.

               (3) The prohibitions of the Act do not apply under the following
conditions:

                     (i) Agency and legislative liaison by own employees.

                            (a) The prohibition on the use of appropriated
funds, in paragraph (b) (1) of this clause, does not apply in the case of a
payment of reasonable compensation made to an officer or employee of a person
requesting or receiving a covered Federal contract if the payment is for agency
and legislative liaison activities not directly related to a covered Federal
action.

                            (b) For purposes of subdivision (b) (3) (i) (A) of
this clause, providing any information specifically requested by an agency or
Congress is permitted at any time.

                            (c) The following agency and legislative liaison
activities are permitted at any time where they are not related to a specific
solicitation for any covered Federal action:

                                   (1) Discussing with an agency the qualities
and characteristics (including individual demonstrations) of the person's
products or services, conditions or terms of sale, and service capabilities.


                                     I-12
<PAGE>   65
                                   (2) Technical discussions and other
activities regarding the application or adaptation of the person's products or
services for an agency's use.

                            (d) The following agency and legislative liaison
activities are permitted where they are prior to formal solicitation of any
covered Federal action--

                                   (1) Providing any information not
specifically requested but necessary for an agency to make an informed decision
about initiation of a covered Federal action;

                                   (2) Technical discussions regarding the
preparation of an unsolicited proposal prior to its official submission; and,

                                   (3) Capability presentations by persons
seeking awards from an agency pursuant to the provisions of the Small Business
Act, as amended by Public Law 95-507 and subsequent amendments.

                            (e) Only those services expressly authorized by
subdivision (b) (3) (i) (A) of this clause are permitted under this clause.

                     (ii) Professional and technical services.

                            (a) The prohibition on the use of appropriated
funds, in subparagraph (b) (1) of this clause, does not apply in the case of-

                                   (1) A payment of reasonable compensation made
       to an officer or employee of a person requesting or receiving a covered
       Federal action or an extension, continuation, renewal, amendment, or
       modification of a covered Federal action, if payment is for professional
       or technical services rendered directly in the preparation, submission,
       or negotiation of any bid, proposal, or application for that Federal
       action or for meeting requirements imposed by or pursuant to law as a
       condition for receiving that Federal action.

                                   (2) Any reasonable payment to a person, other
       than an officer or employee of a person requesting or receiving a
       covered Federal action or an extension, continuation, renewal, amendment,
       or modification of a covered Federal action if the payment is for
       professional or technical services rendered directly in the preparation,
       submission, or negotiation of any bid, proposal, or application for that
       Federal action or for meeting requirements imposed by or pursuant to law
       as a condition for receiving that Federal action. Persons other than
       officers or employees of a person requesting or receiving a


                                     I-13
<PAGE>   66
covered Federal action include consultants and trade associations.

                            (b) For purposes of subdivision (b) (3) (ii) (A) of
this clause, "professional and technical services" shall be limited to advice
and analysis directly applying any professional or technical discipline. For
example, drafting of a legal document accompanying a bid or proposal by a lawyer
is allowable. Similarly, technical advice provided by an engineer on the
performance or operational capability of a piece of equipment rendered directly
in the negotiation of a contract is allowable. However, communications with the
intent to influence made by a professional (such as a licensed lawyer) or a
technical person (such as a licensed accountant) are not allowable under this
section unless they provide advice and analysis directly applying their
professional or technical expertise and unless the advice or analysis is
rendered directly and solely in the preparation, submission or negotiation of a
covered Federal action. Thus, for example, communications with the intent to
influence made by a lawyer that do not provide legal advice or analysis directly
and solely related to the legal aspects of his or her client's proposal, but
generally advocate one proposal over another are not allowable under this
section because the lawyer is not providing professional legal services.
Similarly, communications with the intent to influence made by an engineer
providing an engineering analysis prior to the preparation or submission of a
bid or proposal are not allowable under this section since the engineer is
providing technical services but not directly in the preparation, submission or
negotiation of a covered Federal action.

                            (c) Requirements imposed by or pursuant to law as a
condition for receiving a covered Federal award include those required by law or
regulation and any other requirements in the actual award documents.

                            (d) Only those services expressly authorized by
subdivisions (b) (3) (ii) (A) (1) and (2) of this clause are permitted under
this clause.

                            (e) The reporting requirements of FAR 3.803(a) shall
not apply with respect to payments of reasonable compensation made to regularly
employed officers or employees of a person.

       (c) Disclosure

            (1) The Contractor who requests or receives from an agency a Federal
contract shall file with that agency a disclosure form, OMB standard form LLL,
Disclosure of Lobbying Activities, if such person has made or has agreed to make
any


                                     I-14
<PAGE>   67
payment using nonappropriated funds (to include profits from any covered Federal
action), which would be prohibited under subparagraph (b)(1) of this clause, if
paid for with appropriated funds.

            (2) The Contractor shall file a disclosure form at the end of each
calendar quarter in which there occurs any event that materially affects the
accuracy of the information contained in any disclosure form previously filed by
such person under subparagraph (c)(1) of this clause. An event that materially
affects the accuracy of the information reported includes--

                  (i) A cumulative increase of $25,000. or more in the amount
paid or expected to be paid for influencing or attempting to influence a covered
Federal action; or

                  (ii) A change in the person(s) or individual(s) influencing or
attempting to influence a covered Federal action; or

                  (iii) A change in the officer(s), employee(s), or Member(s)
contacted to influence or attempt to influence a covered Federal action.

            (3) The Contractor shall require the submittal of a certification,
and if required, a disclosure form by any person who requests or receives any
subcontract exceeding $100,000 under the Federal contract.

            (4) All subcontractor disclosure dorms (but not certifications)
shall be forwarded from tier to tier until received by the prime Contractor. The
prime Contractor shall submit all disclosures to the Contracting Officer at the
end of the calendar quarter in which the disclosure form is submitted by the
subcontractor. Each subcontractor certification shall be retained in the
subcontract file of the awarding Contractor.

      (d) Agreement. The Contractor agrees not to make any payment prohibited by
this clause.

      (e) Penalties.

            (1) Any person who makes an expenditure prohibited under paragraph
(a) of this clause or who fails to file or amend the disclosure form to be filed
or amended by paragraph (b) of this clause shall be subject to civil penalties
as provided for by 31 U.S.C. 1352. An imposition of a civil penalty does prevent
the Government from seeking any other remedy that may be applicable.


                                     I-15
<PAGE>   68
             (2) Contractors may rely without liability on the representation
made by their subcontractors in the certification and disclosure form.

        (f) Cost Allowability. Nothing in this clause makes allowable or
reasonable any costs which would otherwise be unallowable or unreasonable.
Conversely, costs made specifically unallowable by the requirements in this
clause will not be made allowable under any other provision.

I.6   52.209-6 Protecting the Government's Interest When Subcontracting With
Contractors Debarred, Suspended, or Proposed for Debarment (NOV 1992)

   (a) The Government suspends or debars Contractors to protect the Government's
interests. The Contractor shall not enter into any subcontract in excess of the
small purchase limitation at FAR 13.00 with a Contractor that has been debarred,
suspended, or proposed for debarment unless there is a compelling reason to do
so.

   (b) The Contractor shall require each proposed first-tier subcontractor,
whose subcontract will exceed the small purchase limitation at FAR 13.00, to
disclose to the Contractor, in writing, whether as of the time of award of the
subcontract, the subcontractor, or its principals, is or is not debarred,
suspended, or proposed for debarment by the Federal Government.

   (c) A corporate officer or a designee of the Contractor shall notify the
Contracting Officer, in writing, before entering into a subcontract with a party
that is debarred, suspended, or proposed for debarment (see FAR 9.404 for
information on the List of Parties Excluded from Procurement Programs). The
notice must include the following:

        (1)  The name of the subcontractor;

        (2) The Contractor's knowledge of the reasons for the subcontractor
being on the list of Parties Excluded from Procurement Programs;

        (3) The compelling reason(s) for doing business with the subcontractor
not withstanding its inclusion on the list of Parties Excluded from Procurement
Programs; and

        (4) The systems and procedures the Contractor has established to ensure
that it is fully protecting the Government's interests when dealing with such
subcontractor in view of the specific basis for the party's debarment,
suspension, or proposed debarment.


                                     I-16
<PAGE>   69
I.7   52.216-18 Ordering (Apr 1984)

   (a) Any supplies and services to be furnished under this contract shall be
ordered by issuance of delivery orders by the individuals or activities
designated in the Schedule. Such orders may be issued from *** through ***
[insert dates].

*** Base Year date of award through 12 months thereafter;

     If option year 1. is exercised, from the date of award through
     24 months thereafter;
     If option year 2 is exercised, from the date of award through 36 months
     thereafter.

   (b) All delivery orders are subject to the terms and conditions of this
contract. In the event of conflict between a delivery order and this contract,
the contract shall control.

   (c) If mailed, the delivery order is considered 'issued' when the Government
deposits the order in the mail. Orders may be issued orally or by written
telecommunications only if authorized in the Schedule.

I.8   52.216-19 Delivery Order Limitations (Apr 1984)

   (a) Minimum order. When the Government requires supplies or services covered
by this contract in an amount of less than $1000, the Government is not
obligated to purchase, nor is the Contractor obligated to furnish, those
supplies or services under the contract.

   (b) Maximum order. The Contractor is not obligated to honor -

   (1) Any order for a single item in excess of $500,000;

   (2) Any order for a combination of items in excess of $1,000,000; or

   (3) A series of orders from the same ordering office within 15 days that
together call for quantities exceeding the limitation in subparagraph (1) or (2)
above.

   (c) If this is a requirements contract (i.e., includes the Requirements
clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the
Government is not required to order a part of any one requirement from the
Contractor if that requirement exceeds the maximum-order limitations in
paragraph (b) above.


                                     I-17
<PAGE>   70
  (d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor
any order exceeding the maximum order limitations in paragraph (b), unless that
order (or orders) is returned to the ordering office within 5 days after
issuance, with written notice stating the Contractor's intent not to ship the
item (or items) called for and the reasons. Upon receiving this notice, the
Government may acquire the supplies or services from another source.

I.9   52.216-22 INDEFINITE QUANTITY (APR 1984)

  (a) This is an indefinite-quantity contract for the supplies or services
specified, and effective for the period stated, in the Schedule. The quantities
of supplies and services specified in the Schedule are estimates only and are
not purchased by this contract.

  (b) Delivery and performance shall be made only as authorized by orders issued
in accordance with the Ordering clause. The Contractor shall furnish the
Government, when and if ordered, the supplies and services specified in the
schedule up to and including the quantity designated in the Schedule as the
`maximum'. The government shall order at least the quantity of supplies or
services designated in the Schedule as the `minimum'.

  (c) Except for any limitations on quantities in the Delivery-Order Limitations
clause or in the Schedule, there is no limit on the number of orders issued. The
Government may issue orders requiring delivery to multiple destinations or
performance at multiple locations.

  (d) Any order issued during the effective period of this contract and not
completed within that period shall be completed by the Contractor within the
time specified in the order. The contract shall govern the Contractor's and the
Government's rights and obligations with respect to that order to the same
extent as if the order were completed during the contracts effective period;
provide, the contractor shall not be required to make any deliveries under this
contract after ***[insert date].

*** 12 months from the date of award;

      If option year 1 is exercised,  24 months from the date of
      award;
      If option year 2 is exercised,  36 months from the date of
      award.

I.10  52.223-6 DRUG-FREE WORKPLACE (JUL 1990)

  (a)   Definitions.  As used in this clause,


                                     I-18
<PAGE>   71
   "Controlled substance" means a controlled substance in schedules I through V
of section 202 of the Controlled Substances Act (21 U.S.C. 812) and as further
defined in regulation at 21 CFR 1308.11 - 1308.15.

  "Conviction" means a finding of guilt (including a plea of nolo contendere) of
imposition of sentence, or both, by any judicial body charged with the
responsibility to determine violations of the Federal or State criminal drug
statutes.

  "Criminal drug statute" means a Federal or non-Federal criminal statute
involving the manufacture, distribution, dispensing, possession or use of any
controlled substance.

  "Drug-free workplace" means the site(s) for the performance of work done by
the Contractor in connection with a specific contract at which employees of the
Contractor are prohibited from engaging in the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance.

  "Employee" means an employee of a Contractor directly engaged in the
performance of work under a Government contract. "Directly engaged" is defined
to include all direct cost employees and any other Contractor employee who has
other than a minimal impact or involvement in contract performance.

  "Individual" means an offeror/contractor that has no more than one employee
including the offeror/contractor.

  (b) The Contractor, if other than an individual, shall within 30 calendar days
after award (unless a longer period is agreed to in writing for contracts of 30
calendar days or more performance duration); or as soon as possible for
contracts of less than 30 calendar days performance duration -

       (1) Publish a statement notifying its employees that the unlawful
manufacture, distribution, dispensing, possession, or use of a controlled
substance is prohibited in the Contractor's workplace and specifying the actions
that will be taken against employees for violations of such prohibition;

       (2) Establish an ongoing drug-free awareness program to inform such
employees about -

             (i)   The dangers of drug abuse in the workplace;

             (ii)  The contractor's policy of maintaining a drug-free workplace;

             (iii) Any available drug counseling, rehabilitation,


                                     I-19
<PAGE>   72
                   and employee assistance programs; and

             (iv)  The penalties that may be imposed upon employees for drug
                   abuse violations occurring in the workplace;

         (3) Provide all employees engaged in performance of the contract with a
copy of the statement required by subparagraph (b) (1) of this clause;

         (4) Notify such employees in the statement required by subparagraph (b)
(1) of this clause, that as a condition of continued employment on this
contract, the employee will-

             (i)   Abide by the terms of the statement; and

             (ii)  Notify the employer in writing of the employee's conviction
                   under a criminal drug statute for a violation occurring in
                   the workplace no later than five (5) calendar days after such
                   conviction;

         (5) Notify the Contracting Officer in writing within ten (10) calendar
days after receiving notice under subdivision (b) (4) (ii) of this clause, from
an employee or otherwise receiving actual notice of such conviction. The notice
shall include the position title of the employee;

         (6) Within 30 days after receiving notice under subdivision (b) (4)
(ii) of this clause of a conviction, take one of the following actions with
respect to any employee who is convicted of a drug abuse violation occurring in
the workplace:

             (i)   Taking appropriate personnel action against such employee, up
                   to and including termination; or

             (ii)  Require such employee to satisfactorily participate in a drug
                   abuse assistance or rehabilitation program approved for such
                   purposes by a Federal, State, or local health, law
                   enforcement, or other appropriate agency.

(7) Make a good faith effort to maintain a drug-free workplace through
implementation of subparagraphs (b) (1) through (b) (6) of this clause.

   (c) The contractor, if an individual, agrees by award of the contract or
acceptance of a purchase order, not to engage in the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance in the
performance of this contract.


                                     I-20
<PAGE>   73
   (d) In addition to other remedies available to the Government, the
Contractor's failure to comply with the requirements of paragraphs (b) or (c) of
this clause may, pursuant to FAR 23.506, render the Contractor subject to
suspension of contract payments, termination of the contract for default, and
suspension or debarment.

I.11  52.237-1 SITE VISIT (APR 1984)

   Offerors or quoters are urged and expected to inspect the site where services
are to be performed and to satisfy themselves regarding all general and local
conditions that may affect the cost of contract performance, to the extent that
the information is reasonably obtainable. In no event shall failure to inspect
the site constitute grounds for a claim after contract award.


I.12  552.203-70 RESTRICTIONS ON ADVERTISING (DEC 1990)

   The contractor shall not refer to this contract in commercial advertising or
similar promotions in such a manner as to state or imply that the product or
service provided is endorsed or preferred by the White House, the Executive
Office of the President, or any other element of the Federal Government or is
considered by these entities to be superior to other products or services. Any
advertisement by the contractor, including price-off coupons, which refers to a
military resale activity shall contain the following statement: "This
advertisement is neither paid for nor sponsored in whole or in part, by any
element of the United States Government."

I.13  552.215-70 EXAMINATION OF RECORDS BY GSA (APR 1984)

   The contractor agrees that the Administrator of General Services or any of
his duly authorized representatives shall, until the expiration of 3 years after
final payment under this contract, or of the time periods for the particular
records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR
4.7), whichever expires earlier, have access to and the right to examine any
books, documents, papers, and records of the contractor involving transactions
related to this contract or compliance with any clauses thereunder. The
contractor further agrees to include in all his subcontracts hereunder a
provision to the effect that the subcontractor agrees that the Administrator of
General Services or any of his duly authorized representatives shall, until the
expiration of 3 years after final payment under the subcontract, or of the time
periods for the particular records specified in Subpart 4.7 of the Federal
Acquisition Regulation (48 CFR 4.7), whichever expires earlier,


                                     I-21
<PAGE>   74
have access to and the right to examine any books, documents, papers, and
records of such subcontractor, involving transactions related to the subcontract
or compliance with any clauses thereunder. The term "subcontract" as used in
this clause excludes (a) purchase orders not exceeding $10,000 and (b)
subcontracts or purchase orders for public utility services at rates established
for uniform applicability to the general public.


I.14  552.228-75 WORKMEN'S COMPENSATION LAWS (APR 1984)

  The Act of June 25, 1936, 49 Stat. 1938 (40 U.S.C. 290) authorizes the
constituted authority of the several States to apply their workmen's
compensation laws to all lands and premises owned or held by the United States.

I.15  552.232-23 ASSIGNMENT OF CLAIMS (GSA ALTERNATE) (MAY 1989)

  Because this is a requirements or indefinite quantity contract under which
more than one agency may place orders, paragraph (a) of the Assignment of Claims
clause prescribed in FAR 52.232-23 is inapplicable and the following is
substituted therefore:

  In order to prevent confusion and delay in making payment, no claim(s) for
amounts due or to become due under this contract, shall be assigned by the
Contractor; but it shall be permissible for the Contractor to assign separately
to a bank, trust company, or other financial institution, including any Federal
lending agency, under the provisions of the Assignment of Claims Act, as
amended, 31 U.S.C. 3727, 41 U.S.C. 15 (hereinafter referred to as "the Act"),
all amounts due or to become due under any delivery order amounting to $1,000 or
more issued by any Government agency under this contract. Any such assignment
shall be effective only if and when the assignee files written notice of the
assignment together with a true copy of the instrument of assignment with the
contracting officer issuing the delivery order and the finance office designated
in the delivery order to make payment. Unless otherwise stated in the delivery
order, payments to an assignee of any amounts due or to become due under any
delivery order assigned may, to the extent specified in the Act, be subject to
reduction or set-off.

I.16  552.232-70 PAYMENTS BY ELECTRONIC FUNDS TRANSFER (APR 1989)

  The submission of a designation of financial institution for receipt of
electronic funds transfer payments in the "Electronic Funds Transfer Payment
Methods" clause (FAR 52.232-28) shall be as follows: The Contractor shall submit
its designation of a financial institution for receipt of electronic funds
transfer payments with each invoice requesting payment of $25,000 or more
(exclusive of any discount for prompt payment). The information


                                     I-22
<PAGE>   75
for electronic funds transfer is not required by the Department of Defense, the
United States Postal Service, or the Tennessee Valley Authority. Information
required for electronic funds transfer payments shall be furnished to the
Veterans Administration in accordance with instructions provided by that agency.
Other agencies and departments thereof may waive the requirement for designation
of a financial institution for receipt of electronic funds transfer payments and
for submission of information required to make such payments by including a
notice on delivery orders or otherwise notifying the Contractor.


I.17  552.232-72 INVOICE REQUIREMENTS (APR 1989)

  (a) Invoices shall be submitted in an original only, unless otherwise
specified, to the designated billing office specified in this contract or
purchase/delivery order.

  (b) Invoices must include the Accounting Control Transaction (ACT) number
provided below or on the purchase/delivery order.

  (c) In addition to the requirements for a proper invoice specified in the
Prompt Payment Clause of this contract or purchase/delivery order, the
following information or documentation must be submitted with each invoice:

        1)  Name of the business concern and invoice date;

        2)  Contract number;

        3)  Delivery/purchase order number;

        4)  Contract Line Item Number (CLIN), description, quantity, unit, unit
            price, and total dollar amounts of equipment or services delivered
            or rendered;

        5)  Shipping and payment terms;

        6)  Name, (where applicable), title, phone number, and complete mailing
            address of responsible official to whom payment is to be sent. The
            "remit to" address must correspond to the remittance address in the
            contract; and

        7)  Information necessary to enable the Government to make payment by
            wire transfer shall be furnished in accordance with Payments By
            Electronic Funds Transfer


                                     I-23
<PAGE>   76
            clause of this contract.

I.18  552.232-77 AVAILABILITY OF FUNDS (JUL 1984)

  The authorization of performance of work under this contract during the
initial contract period and any option period(s) is contingent upon the
appropriation of funds to procure this service. If the contract is awarded,
extended or option(s) exercised, the Government's obligation beyond the end of
the fiscal year (September 30), in which the award or extension is made or
option(s) exercised, is contingent upon the availability of funds from which
payment for the contract services can be made. No legal liability on the part of
the Government for payment of any money beyond the end of each fiscal year
(September 30) shall arise unless or until funds are made available to the
Contracting Officer for this procurement and written notice of such availability
is given to the contractor.

I.19  552.236-75 USE OF PREMISES (APR 1984)

  (a) If the premises are occupied, the contractor, his subcontractor, and their
employees shall comply with the regulations governing access to, operation of,
and conduct while in or on the premises and shall perform the work required
under this contract in such a manner as not to unreasonably interrupt or
interfere with the conduct of Government business.

  (b) Any requests received by the contractor from occupants of existing
buildings to change the sequence of work shall be referred to the Contracting
Officer for determination.

  (c) If the premises are occupied, the contractor, his subcontractor and their
employees shall not have access to or be admitted into any building outside the
scope of this contract except with official permission.

I.20  552.252-6 AUTHORIZED DEVIATIONS OR VARIATIONS IN CLAUSES (DEVIATION FAR
52.252-6) (JUL 1985)

  (a) The use in this solicitation or contact of any Federal Acquisition
Regulation (48 CFR Chapter 1) clause with an authorized deviation or variation
is indicated by the addition of "(DEVIATION)" or "(VARIATION)" after the date
of the clause, if the clause is not published in the General Services
Administration Acquisition Regulation (48 CFR Chapter 5). The use in this
solicitation of any Federal Acquisition Regulation (FAR) clause with an
authorized deviation or variation that is published in the General Services
Administration Acquisition Regulation is indicated by the addition of
"(DEVIATION (FAR clause no.))" or "(VARIATION (FAR clause no.)" after the date
of the clause.


                                     I-24
<PAGE>   77
   (b) The use in this solicitation of any General Services Administration
Acquisition Regulation clause with an authorized deviation or variation is
indicated by the addition of "(DEVIATION)" or "(VARIATION)" after the date of
the clause.

   (c) Changes in wording of clauses that are prescribed for use on a
"substantially the same as" basis are not considered deviations. Therefore, when
such clauses are not worded exactly the same as the FAR or GSAR clause, they are
identified by the word "(VARIATION)".

I.21  201-39.5202-3 PROCUREMENT AUTHORITY (OCT 1990 FIRMR)

   This acquisition is being conducted under DOE's exclusive procurement
authority for FIP resources.

   The specific GSA DPA case number is not applicable.

I.22  201-39.5202-5 PRIVACY OR SECURITY SAFEGUARDS (FIRMR) (OCT 1990)

   (a) The details of any safeguards the contractor may design or develop under
this contract are the property of the Government and shall not be published or
disclosed in any manner without the Contracting Officer's express written
consent.

   (b) The details of any safeguards that may be revealed to the contractor by
the Government in the course of performance under this contract shall not be
published or disclosed in any manner without the Contracting Officer's express
written consent.

   (c) The Government shall be afforded full, free, and uninhibited access to
all facilities, installations, technical capabilities, operations,
documentation, records, and data bases for the purpose of carrying out a
program of inspection to ensure continued efficiency of safeguards against
threats and hazards to data security, integrity, and confidentiality.

   (d) If new or unanticipated threats or hazards are discovered by either the
Government or the contractor, or if existing safeguards have ceased to function,
the discoverer shall immediately bring the situation to the attention of the
other party. Mutual agree shall then be reached on changes or corrections to
existing safeguards or institution of new safeguards, with final determination
of appropriateness being made by the Government. The Government's liability is
limited to an equitable adjustment of cost for such changes or corrections, and
the Government shall not be liable for claims of loss of business, damage to
reputation, or damages of any other kind


                                     I-25
<PAGE>   78

arising from discovery of new or unanticipated threats or hazards, or any
public or private disclosure thereof.

I.23  201-39.5202-6 WARRANTY EXCLUSION AND LIMITATION OF DAMAGES (FIRMR) (OCT
1990)

   Except as expressly set forth in writing in this agreement and except for the
implied warranty of merchantability, there are no warranties expressed or
implied.

In no event will the Contractor be liable to the Government for consequential
damages as defined in the Uniform Commercial Code, section 2-715, in effect in
the District of Columbia as of January 1,1973, i.e.,-

   Consequential damages resulting from the seller's breach include-

   (a) Any loss resulting from general or particular requirements and needs of
which the seller at the time of contracting had reason to know and which could
not reasonably be prevented by cover or otherwise; and

   (b) Injury to person or property proximately resulting from any breach of
warranty.


I.24   OPTION TO EXTEND THE TERM OF THE CONTRACT

The Government may extend the term of this contract at the prices identified in
Section B of any resultant contract.

The Contracting Officer shall give the Contractor a preliminary written notice
of its intent to extend at least 60 days prior to the contract's expiration
date. Such preliminary written notice does not commit the Government to extend
the term. If the Government exercises this option to extend the term of the
contract, such extension shall be provided by contract modification on or before
the expiration date. If the government exercises this option for extension of
the contract term, the extended contract shall be deemed to include this option
provision. The total duration of this contract, including exercise of any option
under this clause shall not extend beyond (3) years after the date of contract
award.


                                     I-26

<PAGE>   79
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
                                                                                                                 |   1   |   3
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.        3. EFFECTIVE DATE       4. REQUISITION/PURCHASE REQ. NO.        5. PROJECT NO. (If applicable)
              PS01                       JAN 19 1996
------------------------------------------------------------------------------------------------------------------------------------
ISSUED BY               CODE      3KE             7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA TELECOMMUNICATIONS
ACQUISITIONS DIVISION (3KE)                                          1062-000                               JAN 19 1996
100 PENN SQUARE EAST, WANAMAKER BLDG., 7TH FL.
PHILADELPHIA, PA 19474
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and ZIP Code)             (X)  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

PRIME: U.S. SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT                                  --------------------------------------
            10 S. HOWARD STREET, CITY CRESCENT BLDG., 6TH FL.                                 9B. DATED (SEE ITEM 11)
            BALTIMORE, MD 21201
SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS, INC.                                                --------------------------------------
               275 WEST STREET, SUITE 400                                                     10A. MODIFICATION OF CONTRACT/ORDER
               ANNAPOLIS, MD 21401                                                                  NO. GS03K-96-DSD1001
                                                                                          X             SBA#0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------                    12-18-95
CODE                          FACILITY CODE
------------------------------------------------------------------------------------------------------------------------------------
                                         11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
[ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
                                   N/A
------------------------------------------------------------------------------------------------------------------------------------
                                  13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
                                     IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
---    ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
    B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
       appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103 (b).
------------------------------------------------------------------------------------------------------------------------------------
 X  C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
           MUTUAL AGREEMENT BETWEEN THE GOVERNMENT AND THE CONTRACTOR
------------------------------------------------------------------------------------------------------------------------------------
    D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [ ] is not,  [X] is required to sign this document and return  3  copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)




          SEE NEXT PAGE




Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

     SEE TRIPARTITE SIGNATURE PAGE                                            SEE TRIPARTITE SIGNATURE PAGE
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

                                                                         BY
----------------------------------------                                     ---------------------------------
(Signature of person authorized to sign)                                     (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                              Prescribed by GSA
</TABLE>
<PAGE>   80
                                                                     Page 2 of 3


The above cited contract is hereby modified to reflect the following changes as
listed below.

1. The GSA issued contract number is changed from GS03K-96-DSD1001 to
GS03K-96-DSD1003.
2. On page E-1, Section E under E.1, clause 52.246-4 Inspection of Services--
Fixed-Price (FEB 1992) is deleted.
3. Clause 52.216-18 Ordering (OCT 1995) is added and incorporated by reference
in Section I.
4. Clause 52.216-22 Indefinite Quantity (OCT 1995) is added and incorporated by
reference in Section I.
5. GSAR Clause 552.203-70 Restriction On Advertising (DEC 1990) is added and
incorporated by reference in Section I.
6. Clause 52.216-19 Order Limitations (OCT 1995) is added as outlined below:

       52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by
this contract in an amount of less than $10,000.00, the Government is not
obligated to purchase, nor is the Contractor obligated to furnish, those
supplies or services under the contract.
(b) Maximum order. The contractor is not obligated to honor--
       (1) Any order for a single item in excess of $2,500,000.00.
       (2) Any order for a combination of items in excess of $2,500,000.00; or
       (3) A series of orders from the same ordering office within (negotiable)
days that together call for quantities exceeding the limitation in subparagraph
(1) or (2) of this section.
(c) If this a requirements contract (i.e., includes the Requirements clause at
subsection 52.216-21 of the Federal Acquisition Regulation (FAR), the Government
is not required to order a part of any one requirement from the Contractor if
that requirement exceeds the maximum-order limitations in paragraph (b) of this
section.
(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall
honor any order exceeding the maximum order limitations in paragraph (b), unless
that order (or orders) is returned to the ordering office within 3 days after
issuance, with written notice stating the Contractor's intent not to ship the
item (or items) called for and the reasons. Upon receiving this notice, the
Government may acquire the supplies or services from another source.

All other terms and conditions of this contract remain the same.



<PAGE>   81
                                                                     Page 3 of 3



TRIPARTITE SIGNATURE PAGE



Prime Contract No. GS03K-96-DSD1003

SBA Contract No. 0373-95-1-00179



U.S. General Services Administration
Telecommunications Acquisition Services Division(3KE)


By: /s/ JOHN E. WISE                                     1-19-96
   -------------------------                            -----------
Name & Title: John E. Wise, Contracting Officer            Date


Small Business Administration
United States Of America


By: /s/ LYNDIA P. SMITH                                   2/7/96
   -------------------------                            -----------
Name & Title: Lyndia P. Smith                              Date
              CONTRACTING OFFICER



Subcontractor

TeleCommunication Systems, Inc.



By: /s/ MAURICE B. TOSE'                                 22 Jan 96
   -------------------------                            -----------
Name & Title: Maurice B. Tose' - President                 Date




<PAGE>   82
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
                                                                                                                 |   1   |   3
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.        3. EFFECTIVE DATE     4. REQUISITION/PURCHASE REQ. NO.          5. PROJECT NO. (If applicable)
              PA02                       APR 09 1996
------------------------------------------------------------------------------------------------------------------------------------
ISSUED BY               CODE      3KE                      7. ADMINISTERED BY (If other than Item 6)      CODE
                              -----------------                                                                 --------------------
GSA TELECOMMUNICATIONS
ACQUISITIONS DIVISION (3KE)                                          1062-000
100 PENN SQUARE EAST, WANAMAKER BLDG., 7TH FL.
PHILADELPHIA, PA 19474
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and ZIP Code)             (X)  8A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

PRIME: U.S. SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT                                  --------------------------------------
            10 S. HOWARD STREET, CITY CRESCENT BLDG., 6TH FL.                                 9B. DATED (SEE ITEM 11)
            BALTIMORE, MD 21201
SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS, INC.                                                --------------------------------------
               275 WEST STREET, SUITE 400                      ACCTING                        10A. MODIFICATION OF CONTRACT/ORDER
               ANNAPOLIS, MD 21401                                                                  NO. GS03K-96-DSD1003
                                                                                           X            SBA#0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------                    12-18-95
CODE                          FACILITY CODE
------------------------------------------------------------------------------------------------------------------------------------
                                         11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
[ ] is extended    [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required)
                                   N/A
------------------------------------------------------------------------------------------------------------------------------------
                                  13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,
                                    IT MODIFIES THE CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT
---    ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
    B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office,
       appropriation dates, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103 (b).
------------------------------------------------------------------------------------------------------------------------------------
    C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

------------------------------------------------------------------------------------------------------------------------------------
    D. OTHER (Specify type of modification and authority)
       FAR 32.8  Assignment Of Claims and Assignment Of Claims Act of 1940 amended, 31 U.S.C. 3727.41 U.S.C. 15
------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not,  [ ] is required to sign this document and return     copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)

The above cited contract number is hereby modified to reflect a new payment address for the contractor as per the Assignment
of Claims request letter from Nations Bank, dated March 18, 1996 and signed by Maurice B. Tose, President of TCS, dated March 18,
1996 and acknowledged by John E. Wise, GSA Procuring Contracting Officer on April 5, 1996.

New Address by Mail:                                   New Address by ACH:
TeleCommunication Systems, Inc.                        Nations Bank, N.A.
Nations Bank, N.A.                                     Baltimore, Maryland
8300 Greensboro Drive, Suite 550                       052001633
McLean, Virginia, 22102                                2007916273/TeleCommunication Systems

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

                                                                              Robert L. Vitelli
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

                                                                         BY    /s/ ROBERT L. VITELLI
----------------------------------------                                     ---------------------------------        APR 09 1996
(Signature of person authorized to sign)                                     (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                              Prescribed by GSA
</TABLE>
<PAGE>   83
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    1
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                 5. PROJECT NO. (If applicable)
                 PA03            See Block 14                   N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY               CODE           3KE        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA TELECOMMUNICATIONS
ACQUISITIONS DIVISION (3KE)
100 PENN SQUARE EAST, WANAMAKER BLDG., 8TH FL.
PHILADELPHIA, PA 19474
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and ZIP Code)                 (X)  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

PRIME: U.S. SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT                                 --------------------------------------
       10 S. HOWARD STREET, CITY CRESCENT BLDG., 6TH FL.                                      9B. DATED (SEE ITEM 11)
       BALTIMORE, MD 21201
                                                                                         -------------------------------------------
SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS, INC.                                                10A. MODIFICATION OF CONTRACT/ORDER
               275 WEST STREET, SUITE 400                                                           NO. GS03K-96-DSD1003
               ANNAPOLIS, MD 21401                                                        X            SBA #0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY CODE                                                                  12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
( ) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
   CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
   IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103( )(b).
------------------------------------------------------------------------------------------------------------------------------------
X  C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
      CONTRACT CLAUSE 1.24, PAGE I-26 OPTION TO EXTEND THE TERM OF THE CONTRACT
------------------------------------------------------------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not,  [ ] is required to sign this document and return     copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)

THE ABOVE CITED CONTRACT IS HEREBY MODIFIED TO EXERCISE OPTION YEAR 1 IN ACCORDANCE WITH CONTRACT CLAUSE 1.24. THE PREVIOUSLY
NEGOTIATED LABOR HOUR PRICES LISTED IN SECTION B, PAGE B-3 OF THE CONTRACT, WILL BECOME EFFECTIVE AT THE CLOSE OF BUSINESS ON
12/18/96. THE CONTRACT TERM IS EXTENDED FOR ONE YEAR BEYOND THIS DATE.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.                           [RECEIVED NOV 20, 1996 BY _____________________]

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

                                                                         JOHN E. WISE   CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

                                                                         BY  /s/ John E. Wise                          11-15-96
----------------------------------------                                     ---------------------------------
(Signature of person authorized to sign)                                     (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                              Prescribed by GSA
</TABLE>
<PAGE>   84
OPTION YEAR 1: FROM EXERCISE OF OPTION THRU 12 MONTHS THEREAFTER


<TABLE>
<CAPTION>
                                                                                          ON
                                        ESTIMATED     LOADED          EXTENDED        GOV'T SITE
CLIN              DESCRIPTION             HOURS        RATE            AMOUNT            RATE
------------------------------------------------------------------------------------------------
<S>      <C>                           <C>           <C>         <C>                 <C>
0004AA    Program Manager                 1,920       $80.37         $154,310.40        $67.02
0004AB    Senior Engineer                 9,600       $59.63         $572,448.00        $49.73
0004AC    Engineer                       15,360       $41.24         $633,446.40        $34.39
0004AD    Principal Engineer              9,600       $76.09         $730,464.00        $63.45
0004AE    Principal Analyst               9,600       $67.08         $643,968.00        $55.94
0004AF    Sr. Systems Analyst             9,600       $50.70         $486,720.00        $42.28
0004AG    Systems Analyst                15,360       $38.59         $592,742.40        $32.18
0004AH    Sr. Programmer                  9,600       $49.22         $472,512.00        $41.05
0004AI    Programmer                     15,360       $32.88         $505,036.80        $27.42
0004AJ    Draftsman/Illustrator           3,840       $23.41          $89,894.40        $19.52
0004AK    Communications Technician      15,360       $44.59         $684,902.40        $37.18
0004AL    Administrative Assistant        5,760       $21.18         $121,996.80        $17.66
0004AM    Wireman                         7,680       $22.85         $175,488.00        $19.06
0004AN    Installer                       9,600       $21.18         $203,328.00        $17.66
------------------------------------------------------------------------------------------------
          Subtotal Estimated Labor:     138,240                    $6,067,257.60

0005      Material in Support of         1 LOT           NTE       $6,000,000.00
          Integration Service Efforts

0006      Travel                         1 LOT           NTE*        $275,000.00

--------------------------------------------------------------------------------
          TOTAL OPTION YEAR 1:                                    $12,342,257.60


* Includes G&A

          Material Base:                                           $5,555,555.56
          M&S:                                                       $444,444.44


          --------------------------------------------------------------------------------------
          Total Material:                                          $6,000,000.00

</TABLE>




                                      B-3
<PAGE>   85
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    1
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.   3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                  5. PROJECT NO. (If applicable)
                 PA03              10-03-96                     N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY               CODE           3KE        7. ADMINISTERED BY (If other than Item 6)               CODE     1062
                              -----------------                                                                 --------------------
GSA TELECOMMUNICATIONS ACQUISITIONS DIVISION (3KE)
100 PENN SQUARE EAST,  WANAMAKER BLDG., 8TH FL.
PHILADELPHIA, PA 19474
------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and ZIP Code)                (x)  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

PRIME:   U.S. SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT                             --------------------------------------
         10 S. HOWARD STREET, CITY CRESCENT BLDG., 6TH FL.                                    9B. DATED (SEE ITEM 11)
         BALTIMORE, MD 21201
SUBCONTRACTOR:  TELECOMMUNICATION SYSTEMS, INC.                                          -------------------------------------------
                275 WEST STREET, SUITE 400                                                    10A. MODIFICATION OF CONTRACT/ORDER
                ANNAPOLIS, MD 21401                                                                    NO. GS03K-96-DSD1003
                                                                                          X            SBA #0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY CODE                                                                  12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
(x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
   CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
   IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103 ( )(b).
------------------------------------------------------------------------------------------------------------------------------------
C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
------------------------------------------------------------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)
   FAR 32.8  Assignment Of Claims and Assignment Of Claims Act of 1940 amended, 31 U.S.C. 3727.41 U.S.C. 15
------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not,  [ ] is required to sign this document and return     copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)

The above cited contract number is hereby modified to reflect a new payment address for the contractor as per the Assignment of
Claims request letter from Princeton Capital Finance Company, dated September 6, 1996 and signed by Maurice B. Tose, President of
TCS, dated August 21, 1996.

     Payable by check:                            Payable by wire:
     TeleCommunication Systems, Inc.              ABA Routing #031200730
     P.O. Box 8500 (S-41855)                      Account # 10459882
     Philadelphia, PA 19178                       FBO: TeleCommunication Systems, Inc.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

                                                                              Robert L. Vitelli
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

                                                                         BY  /s/ Robert L. Vitelli                      10-3-96
----------------------------------------                                     ---------------------------------
(Signature of Person authorized to sign)                                     (Signature of Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                              Prescribed by GSA
</TABLE>
<PAGE>   86
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    1
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                  5. PROJECT NO. (If applicable)
                 PS04              2-13-97                     N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY            CODE           3TS        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA TELECOMMUNICATIONS
ACQUISITION SERVICES DIVISION (3TS)
100 PENN SQUARE EAST, 8TH FLOOR
PHILADELPHIA, PA 19107
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No. street, country, State and ZIP Code)              ( )  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

TELECOMMUNICATION SYSTEMS INC.                                                                --------------------------------------
275 WEST STREET, SUITE 400                                                                    9B. DATED (SEE ITEM 11)
ANNAPOLIS, MD 21401
ATTN: MR. JEFFREY MOGELINSKI                                                             -------------------------------------------
                                                                                              10A. MODIFICATION OF CONTRACT/ORDER
                                                                                                    NO. GS03K-96-DSD1003
                                                                                          X            SBA #0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY CODE                                                                  12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
( ) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
   CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
   IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
------------------------------------------------------------------------------------------------------------------------------------
X  C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
      MUTUAL AGREEMENT BETWEEN THE CONTRACTOR AND THE U.S. GOVERNMENT.
------------------------------------------------------------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [ ] is not,  [X] is required to sign this document and return  3  copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)


               SEE PAGE 2

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

RICHARD A. YOUNG   SR. VICE PRESIDENT-OPERATIONS                         JOHN E. WISE   CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

            /s/ Richard A. Young                       2/12/97           BY  /s/ John E. Wise                           2-13-97
----------------------------------------                                     ---------------------------------
(Signature of person authorized to sign)                                     (Signature of Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                                          Prescribed by GSA
</TABLE>
<PAGE>   87
The above cited contract is hereby modified to reflect the following changes as
outlined below. Underlined words indicate changes.

Section B, Page B-1
B.1 Descriptions/Specifications

In the first sentence, after the last word, delete the period and add the
words, or outside the United States (overseas).

B.3 Pricing of Task/Delivery Orders

At the end of the first sentence, after the words Section B, delete the period,
replace it with a comma and add the words, including all orders to be performed
outside the United States (overseas).

Section F, Page F-1
F.1 Clauses Incorporated By Reference (JUN 1988)

Clause 52.212-13 Stop-Work Order (AUG 1989) is now re-designated as
Clause 52.242-15 Stop-Work Order (AUG 1989).

Section G, Page G-2
G.3 Contract Administration

The address for GSA will read as follows:

General Services Administration
Federal Telecommunications Service, Acquisition Services Division (3TS)
The Wanamaker Building, 8th Floor
100 Penn Square East
Philadelphia, PA 19107

The address for the contractor will read as follows:

TeleCommunication Systems, Inc.
275 West Street, Suite 400
Annapolis, MD 21401



<PAGE>   88
Section G, Page G-3

After the last paragraph under this part, the following new paragraphs are
added:

G.7 Payment Of Invoices

Payments of invoices are based on hours worked by the contractor and the
Government's determination that satisfactory services were provided. In
addition, the contractor will be responsible for the certification that labor
charges are accurate. The Government will pay only for hours authorized and
worked.

Payments of invoices for ODCs (materials and supplies) will be based on
acceptance by the Government of such materials and supplies. The Government
will only pay for materials and supplies that meet the specified requirements
and commercially acceptable standards of quality.

If the supplies or services are rejected for failure to conform to the
technical requirements of the contract, or for damage in transit or otherwise,
the provisions in paragraph a. above of this clause will apply to the new
delivery of replacement supplies.

Payments to the contractor will not be made for temporary work stoppage due to
circumstances beyond the control of the agency such as acts of God, inclement
weather, power outages, etc., and results thereof and/or temporary closing of
facilities at which contractor personnel are performing; this may, however, be
justification for excusable delays.

Overtime is defined as any work performed in excess of forty (40) hours per
week when a contractor employee works a non-alternate work schedule. If an
alternate work schedule is required, and approved by the Government, overtime
is defined as any work performed in excess of eighty (80) hours biweekly.
Overtime hours are not allowed until authorized in the task order and approved
in advance by the client representative and the GSA COTR through the ACO.
Overtime will not be granted to compensate for shortcomings in contractor
performance. The contractor will not be reimbursed by the Government for
overtime work except when authorized by the ACO.

Invoices for final payment will be so identified and submitted within 120 days
after task completion. No further charges shall be billed. A copy of GSA's
written acceptance of task completion, when applicable, shall be attached. Work
associated with foreign orders will entirely be paid for with U.S. Funds.

<PAGE>   89
G.8 Travel And Per Diem

The contractor will be reimbursed by the Government for travel and per diem
expenses incurred by the contractor's task order personnel when such travel is
specifically authorized in the task order. Travel and per diem payments are
intended as reimbursement to contractor employees and are not subject to
profit, deduction, or set-aside by the contractor.

G.8.1 Local Travel

Reimbursement will not be allowed for travel within a fifty (50) mile radius of
the employee's regular duty station unless the contractor employee is on
temporary assignment. The contractor will not be reimbursed for travel of the
contractor's employees to and from their residence to their assigned regular
duty station as defined in a task order, nor for travel necessitated by a task
order unless the travel consists of trips to areas outside a fifty (50) mile
radius from their regular duty station.

G.8.2 Temporary Assignments

Any task order requiring on-site assignment of the contractor's personnel at
locations away from the employee's regular duty station for less than three (3)
months will be considered a temporary assignment. Travel and per diem expenses
associated with Government-approved temporary assignments may be billed to the
Government. On task orders of this nature, reimbursable travel and per diem
expenses will not exceed the time or cost of travel as mutually agreed upon by
the contractor Program Manager and the ACO.

G.8.3 Permanent Assignments

Any task or series of tasks requiring continuous, on-site assignment of
contractor personnel for three (3) months or longer will be considered a
permanent assignment. The contractor may, at its discretion, accept assignments
of less than three (3) months under permanent assignment terms. No relocation,
travel, per diem expenses or travel time will be allowed by the Government for
placing contractor personnel at permanent assignments. The Government will not
pay the cost for relocation of contractor personnel.

G.8.4 Foreign Assignments

Foreign assignments will be for temporary duty only. Post differential, travel,
allowance and/or per diem for contractor employees assigned to duty outside the
United States will be at the rate prescribed for GSA Government employees. The
contractor will be responsible for obtaining passports, visas, and the like on
its own.


<PAGE>   90
Section H, Page H-2

H.6 Organizational Conflict of Interest/Limits on Future Contracting

The General Services Administration and any customer under this contract will
not consider the contractor, its successor-in-interest, assignee, or affiliates
as a prime source of supply for, or allow it to be a subcontractor or
consultant to a supplier for any competitive procurements for which the
contractor provides technical support services/analyses/system design and
evaluation or other types of assistance.

To prevent unfair competitive advantage in a competitive procurement, the
contractor agrees that, until award of a contract by GSA or customer agency for
any competitive procurements for which the contractor performs a service under
this contract, it shall agree to do the following:


-   not disclose any information concerning the work under this contract,
    including technology developed or findings and conclusions rendered by
    the contractor in performing work under this contract, to any prospective
    offeror

-   not render any services of any kind related to such competitive
    procurements thereof to any such prospective offeror(s).


If under this contract, the contractor prepares or assists in the development
of a Statement Of Work or Operations Document to be used by the Government in a
competitive procurement, the contractor, it successor-in-interest, assignee or
affiliates will not be allowed to be the prime source of supply nor be a
subcontractor or consultant for the competitive procurement.


The restrictions stated above will be in effect for a period of two years from
the performance completion date of this contract or any task order issued
thereunder. At any time, the Government may modify, or waive entirely, the
restrictions outlined above if it deems necessary.



Section I, Page I-17

I.7 52.216-18 Ordering (APR 1984)

After the words, 36 months thereafter, add the following,

If option year 3 is exercised, from date of award through 48 months thereafter.
If option year 4 is exercised, from date of award through 60 months thereafter.

Section I, Page I-18
I.9 52.216-22 Indefinite Quantity (APR 1984)

After the words, 36 months thereafter, add the following,

If option year 3 is exercised, from date of award through 48 months thereafter.
If option year 4 is exercised, from date of award through 60 months thereafter.

<PAGE>   91

Section I, Page I-26
I.24 Option to Extend the term of the Contract

In the last sentence of the second paragraph, (3) years is changed to five (5)
years to reflect the total length of the contract consisting of one (1) base
year and four (4) option years.

<PAGE>   92
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    1
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                 5. PROJECT NO. (If applicable)
                   PA05              05-01-97
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY               CODE           3TS        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA FEDERAL TELECOMMUNICATIONS SERVICE
ACQUISITION SERVICES DIVISION (3TS)
100 PENN SQUARE EAST, 8TH FLOOR
PHILADELPHIA, PA 19107
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and ZIP Code)             (X)  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---
                                                                                         /s/ Illegible
PRIME: U.S. SMALL BUSINESS ADMINISTRATION, BALTIMORE DISTRICT                            --------------------------------------
       10 S. HOWARD STREET, CITY CRESCENT BLDG., 6TH FLOOR                               9B. DATED (SEE ITEM 11)
       BALTIMORE, MD 21201                                                               /s/ Illegible
SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS, INC.                                           -------------------------------------------
               275 WEST STREET, SUITE 400                                                10A. MODIFICATION OF CONTRACT/ORDER
               ANNAPOLIS, MD 21401                                                                 NO. GS03K-96-DSD1003
                                                                                          X            SBA#0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY CODE                                                                  12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
    CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
    B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
       ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation
       date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103
       (b).
------------------------------------------------------------------------------------------------------------------------------------
    C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
------------------------------------------------------------------------------------------------------------------------------------
X   D. OTHER (Specify type of modification and authority) FAR 32.8 ASSIGNMENT OF
       CLAIMS AND ASSIGNMENT OF CLAIMS ACT OF 1940/I.1.45 52.232-23 ASSIG. OF
       CL.
------------------------------------------------------------------------------------------------------------------------------------
    E. IMPORTANT: Contractor [X] is not,  [ ] is required to sign this document
       and return    copies to the issuing office.
                  ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)

THE ABOVE CITED CONTRACT NUMBER IS HEREBY MODIFIED TO REFLECT A NEW PAYMENT ADDRESS FOR THE CONTRACTOR AS PER THE ASSIGNMENT OF
CLAIMS REQUEST LETTER AND DOCUMENTS FROM COMMERCE FUNDING CORPORATION, DATED APRIL 15, 1997 AND SIGNED BY RICHARD A. YOUNG, SR.
VICE PRESIDENT OF TCS, DATED APRIL 15, 1997.

PAYABLE BY CHECK TO:          PAYABLE BY WIRE TO:           PAYABLE BY ACH VENDOR PAYMENT SYSTEM:
SAND RIDGE BANK               SAND RIDGE BANK               SAND RIDGE BANK
2611 HIGHWAY AVENUE           ABA #071913731                2611 HIGHWAY AVENUE
HIGHLAND, IN 46322            ACCOUNT #22690000             HIGHLAND, IN 46322
                                                            ATTN: GERALD VAN PROOYEN ABA#071913731

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

                                                                         ROBERT L. VITELLI CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

                                                                           BY  /s/ Robert L. Vitelli                     5-1-97
----------------------------------------                                     ---------------------------------
(Signature of Person authorized to sign)                                     (Signature of Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                                          Prescribed by GSA
</TABLE>
<PAGE>   93
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    4
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                  5. PROJECT NO. (If applicable)
                 PS06              6-17-97
------------------------------------------------------------------------------------------------------------------------------------
ISSUED BY               CODE           3TS        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA FEDERAL TELECOMMUNICATIONS SERVICE
ACQUISITION SERVICES DIVISION (3TS)
100 PENN SQUARE EAST, 8TH FLOOR
PHILADELPHIA, PA 19107
------------------------------------------------------------------------------------------------------------------------------------
NAME AND ADDRESS OF CONTRACTOR (No. street, country, State and ZIP Code)                 ( )  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

TELECOMMUNICATION SYSTEMS INC.                                                                --------------------------------------
275 WEST STREET, SUITE 400                                                                    9B. DATED (SEE ITEM 11)
ANNAPOLIS, MD. 21401
ATTN: MR. JEFF MOGELINSKI                                                                -------------------------------------------
                                                                                              10A. MODIFICATION OF CONTRACT/ORDER
                                                                                                    NO. GS03K-96-DSD1003
                                                                                          X            SBA #0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY CODE                                                                  12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
( ) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
   CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
   IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103 (b).
------------------------------------------------------------------------------------------------------------------------------------
X  C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
      MUTUAL AGREEMENT BETWEEN THE CONTRACTOR AND THE U.S. GOVERNMENT.
------------------------------------------------------------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [ ] is not,  [X] is required to sign this document and return  3  copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)


               SEE PAGE 2          [RECEIVED JUN 19 1997 BY _____________________]

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

RICHARD A. YOUNG   SR. VICE PRESIDENT-OPERATIONS                         JOHN E. WISE   Director of Acquisition Services
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           16C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

            /s/ Richard A. Young                       6/17/97           BY  /s/ John E. Wise                           6-17-97
----------------------------------------                                     ---------------------------------
(Signature of Person authorized to sign)                                     (Signature of Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                                          Prescribed by GSA
</TABLE>
<PAGE>   94
Page 2 of 4 Pages
Contract #GS03K-96-DSD1003
Modification #PS06


The above cited contract is hereby modified to add the following labor skill
categories:

<TABLE>
<CAPTION>
                                                       Off-Site
    CLIN        Description                            Loaded Rate
    ----        -----------                            -----------
<S>             <C>                                    <C>
    0001AO      Senior Technical Expert                $133.55
    0001AP      Project Technical Director             $108.64
    0001AQ      Technical Subject Matter Specialist    $ 72.34
    000lAR      Industrial Relocation Specialist       $ 74.38
    0001AS      Relocation Technician                  $ 32.70
</TABLE>


The addition of the above skill level labor categories does not add to the total
estimated labor hours or dollar value of this contract, all ceiling totals
remaining as originally negotiated. Further, the addition of these labor
categories does not expand the contract scope nor increase the technical
requirements in any part of the contract. Rather, the labor category additions
will enhance the fulfillment of the current technical requirements in the best
interest of the U.S. Government and all client agencies who use this contract.

All other terms and conditions remain the same.


<PAGE>   95

Page 3 of 4 Pages
Contract #GS03K-96-DSD1003
Modification #PS06


LABOR CATEGORY DESCRIPTIONS


Senior Technical Expert

A bachelor's degree in engineering, physics, mathematics, computer sciences or a
similar applicable field of study with a minimum of twelve years of directly
related experience. Recognized expert in subject area(s) as evidenced by the
following: awards, publications, lectures or certifications. Applies sound
principles, methods, and extensive experience to resolve complex problems of a
specific nature. Technical support may include analysis of technical direction,
evaluation of solutions, technical report preparation, pilot system development
and demonstration, comprehensive functional economic analysis and
recommendation, and other specific services as required by the task order.


Project-Technical Director

A bachelor's degree in engineering, business or finance, with a minimum of eight
years experience in directing multiple technical projects of a complex nature.
Must have experience in developing management or technical procedures and
controls, planning and directing project execution and monitoring, and reporting
progress. Must be familiar with a wide base of technological capabilities and
issues critical to their application. Must provide direct professional oversight
for task leaders or technical personnel. Must have the ability to formulate,
plan, direct, and execute complex projects across a wide array of technical
disciplines.


Technical Subject Matter Specialist

A bachelor's degree in mathematics, physics, engineering, computer science or
other subject matter specific discipline with ten years experience and two years
of specialized experience. Applies principles, methods, and knowledge of subject
area to specific project task requirements. Augments project teams in support of
the Project Director or Program Manager by providing technical knowledge,
analysis, direction and training of highly specialized subject areas such as
electronic document management systems, applications software development,
communications networks, relocation engineering, financial modeling and audits,
management engineering for staff and subcontractors.

<PAGE>   96

Page 4 of 4 Pages
Contract #GS03K-96-DSD1003
Modification #PS06


Industrial Relocation Specialist

Must have a high school diploma, one year of trade school or specialized
training, and four years experience within one of the following trades, or other
trade related to industrial equipment relocation: electrical, electronics
telecommunications, millwright, pipe fitting, carpentry / construction or
rigging. Must have knowledge of the proper methods for the use of material
handling equipment, both powered and manually operated, to safely move material
and equipment in confined areas, without damage to walls, ceilings, door frames
and floors. Must have knowledge of proper disconnect and reconnect procedures
for his or her specific trade. All methods must conform with current national
and local codes and regulations.


Relocation Technician

Must have a high school diploma or equivalent, and a minimum of three years
experience (or be an apprentice operating under the direct supervision of a
qualified crew member) in packing and relocating material, including relatively
small but highly sensitive computer an electronic equipment. Must be experienced
in the moving of support facilities, equipment, materials, and furnishings that
do not require the use of skilled tradesmen for disconnection or reconnection.
Must have experience as a packer to provide preservation, protection, and
loading of the items being relocated. Must be familiar with safe handling
practices and procedures for relocation of highly sensitive lab and office
equipment.



<PAGE>   97
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    1
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.               5. PROJECT NO. (If applicable)
                    PA07             See Blk #14                  N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY            CODE           3TS        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA TECHNOLOGY SERVICE
ACQUISITION DIVISION (3TS)                                       1062-000
100 PENN SQUARE EAST, WANAMAKER BLDG., 8TH FL.
PHILADELPHIA, PA 19107
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No. street, country, State and ZIP Code)              (x)  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

PRIME: U.S. SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT                                --------------------------------------
       10 S. HOWARD STREET, CITY CRESCENT BLDG., 6TH FL.                                      9B. DATED (SEE ITEM 11)
       BALTIMORE, MD. 21201
SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS, INC.                                           -------------------------------------------
               275 WEST STREET, SUITE 400                                                    10A. MODIFICATION OF CONTRACT/ORDER
               ANNAPOLIS, MD 21401                                                                     NO. GS03K-96-DSD1003
                                                                                          X            SBA #0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY CODE                                                                  12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
( ) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
   CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
   IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
------------------------------------------------------------------------------------------------------------------------------------
X  C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
      CONTRACT CLAUSE I.24, PAGE I-26  OPTION TO EXTEND THE TERM OF THE CONTRACT
------------------------------------------------------------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [X] is not,  [ ] is required to sign this document and return     copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)

THE ABOVE CITED CONTRACT IS HEREBY MODIFIED TO EXERCISE OPTION YEAR 2 IN ACCORDANCE WITH CONTRACT CLAUSE I.24, PAGE I-26, OPTION TO
EXTEND THE TERM OF THE CONTRACT. THE PREVIOUSLY NEGOTIATED LABOR HOUR PRICES LISTED UNDER OPTION YR. 2 IN SECTION B, PAGE B-4 OF
THE CONTRACT, WILL BECOME EFFECTIVE ON 12/18/97. THE CONTRACT TERM IS EXTENDED FOR ONE YEAR BEYOND THE EFFECTIVE DATE OF THE OPTION.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

                                                                         JOHN E. WISE  CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

                                                                         BY  /s/ John E. Wise                           10-28-97
----------------------------------------                                     ---------------------------------
(Signature of Person authorized to sign)                                     (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                                          Prescribed by GSA
</TABLE>
<PAGE>   98
Option Year 2: From Exercise of Option thru 12 months thereafter

<TABLE>
<CAPTION>
                                                                                    On
                                           Estimated    Loaded      Extended     Gov't Site
 CLIN           Description                  Hours       Rate         Amount        Rate
--------------------------------------------------------------------------------------------
<S>                                         <C>        <C>      <C>               <C>
0007AA  Program Manager                       1,920    $83.02      $159,398.40    $69.23
0007AB  Senior Engineer                      11,520    $61.60      $709,632.00    $51.37
0007AC  Engineer                             17,280    $42.60      $736,128.00    $35.53
0007AD  Principal Engineer                    9,600    $78.60      $754,560.00    $65.55
0007AE  Principal Analyst                     9,600    $69.29      $665,184.00    $57.79
0007AF  Sr. Systems Analyst                  11,520    $52.37      $603,302.40    $43.67
0007AG  Systems Analyst                      17,280    $39.86      $688,780.80    $33.24
0007AH  Sr. Programmer                       11,520    $50.85      $585,792.00    $42.41
0007AI  Programmer                           17,280    $33.97      $587,001.60    $28.33
0007AJ  Draftsman/Illustrator                 5,760    $24.18      $139,276.80    $20.17
0007AK  Communications Technician            17,280    $46.06      $795,916.80    $38.41
0007AL  Administrative Assistant              7,680    $21.88      $168,038.40    $18.24
0007AM  Wireman                               7,680    $23.60      $181,248.00    $19.69
0007AN  Installer                            11,520    $21.88      $252,057.60    $18.24
--------------------------------------------------------------------------------------------
        Subtotal Estimated Labor:           157,440              $7,026,316.80

0008    Material in Support of Integration  1 LOT      NTE       $7,000,000.00
        Service Efforts

0009    Travel                              1 LOT      NTE*        $300,000.00
--------------------------------------------------------------------------------------------
        Total Option Year 2:                                    $14,326,316.80
</TABLE>

* Includes G&A
<TABLE>
        <C>                                                     <C>
        Material Base:                                           $6,481,481.48
        M&S:                                                       $518,581.52
--------------------------------------------------------------------------------------------
        Total Material:                                          $7,000,000.00
</TABLE>


                                      B-4

<PAGE>   99


Option Year 2


0007AO    Senior Technical Expert            $137.96
0007AP    Project Technical Director         $112.23
0007AQ    Subject Matter Specialist          $ 74.73
0007AR    Industrial Relocation Specialist   $ 76.83
0007AS    Relocation Specialist              $ 33.78



Option Year 3


0007AO    Senior Technical Expert            $142.51
0007AP    Project Technical Director         $115.93
0007AQ    Subject Matter Specialist          $ 77.19
0007AR    Industrial Relocation Specialist   $ 79.36
0007AS    Relocation Specialist              $ 34.89



Option Year 4


0007AO    Senior Technical Expert            $147.21
0007AP    Project Technical Director         $119.75
0007AQ    Subject Matter Specialist          $ 79.73
0007AR    Industrial Relocation Specialist   $ 81.97
0007AS    Relocation Specialist              $ 36.04


<PAGE>   100
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    5
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                 5. PROJECT NO. (If applicable)
                 PS08              3-31-98                  N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY            CODE           3TS        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA FEDERAL TECHNOLOGY SERVICE
ACQUISITION SERVICES DIVISION (3TS)
100 PENN SQUARE EAST, WANAMAKER BLDG., 8TH FL.
PHILADELPHIA, PA 19107
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No. street, country, State and ZIP Code)              ( )  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

PRIME: U.S.SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT                                   --------------------------------------
       10 S. HOWARD STREET, CITY CRESCENT BLDG., 6TH FL.                                      9B. DATED (SEE ITEM 11)
       BALTIMORE, MD 21201
SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS, INC.                                           -------------------------------------------
               275 WEST STREET, SUITE 400                                                     10A. MODIFICATION OF CONTRACT/ORDER
               ANNAPOLIS, MD 21401                                                                  NO. GS03K-96-DSD1003
                                                                                          X            SBA #0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY CODE                                                                  12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
( ) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
   CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
   IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
------------------------------------------------------------------------------------------------------------------------------------
X  C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
      MUTUAL AGREEMENT BETWEEN THE CONTRACTOR AND THE U.S. GOVERNMENT.
------------------------------------------------------------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [ ] is not,  [X] is required to sign this document and return     copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)
THE ABOVE CITED CONTRACT IS HEREBY MODIFIED TO INCLUDE THE FOLLOWING ADDITIONS:

 1. THREE NEW LABOR CATEGORIES: RELOCATION MANAGEMENT SPECIAL 1ST I & II AND SR. TECHNICAL WRITER
 2. FIXED-PRICE TASKING CATEGORY

NOTE: THIS MODIFICATION DOES NOT CHANGE THE TOTAL DOLLAR VALUE, LABOR HOUR AND ODC ESTIMATES OR TECHNICAL SCOPE OF THE CONTRACT, ALL
      OTHER TERMS AND CONDITIONS REMAIN THE SAME.

  SEE FOLLOWING PAGES.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

RICHARD A. YOUNG   SR. VICE PRESIDENT-OPERATIONS                         JOHN E. WISE   CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

            /s/ Richard A. Young                       3/31/98           BY  /s/ John E. Wise                           3-31-98
----------------------------------------                                     ---------------------------------
(Signature of Person authorized to sign)                                     (Signature of Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                                          Prescribed by GSA
</TABLE>
<PAGE>   101
Page 2 of 5 pages
Contract #GS03K-96-DSD1003
Modification #PS08


Additional Labor Categories


<TABLE>
<CAPTION>
CLIN                     DESCRIPTION
----                     -----------
<S>                      <C>
0007AT                   Relocation Management Specialist I
0007AU                   Relocation Management Specialist II
0007AV                   Senior Technical Writer/Documentation Specialist
</TABLE>


The addition of the above skill level labor categories does not add to the total
estimated labor hours or dollar value of this contract; all ceiling totals
remain as originally negotiated. Further, the addition of these labor categories
does not expand the contract scope nor increase the technical requirements in
any part of the contract. Rather, the labor category additions will enhance the
fulfillment of the current technical requirements in the best interest of the
U.S. Government and all client agencies who use this contract.


Labor Category Descriptions

Relocation Management Specialist I

Must have a high school diploma, at least one year of trade school, and a
minimum of two years experience in performing relocation planning and management
tasks. Must be able to accurately inventory office and laboratory effects,
determine and record the utility and perform operational testing and special
handling requirements for common-use laboratory equipment. Must have knowledge
of and be able to extract necessary information from architectural, electrical
and mechanical system schematic diagrams and laboratory equipment placement
drawings. Must understand project schedules and assist in the efficient
management of both industrial and commercial-type relocation operations in
accordance with approved plans. Must have complete knowledge of tagout/lockout
procedures for high-energy fluid and electrical systems and monitor the safe
implementation of these procedures. Must have a strong working knowledge of
personal office equipment (computers, printers, monitors, modems, facsimile
machines, plotters, etc.) and be able to assess and record the overall condition
and operability of this equipment. Will submit purchase orders for goods and
services and verify the accuracy of the industrial and commercial
bills-of-lading.

<PAGE>   102

Page 3 of 5 pages
Contract #GS03K-96-DSD1003
Modification #PS08


Relocation Management Specialist II

A bachelor's degree in engineering, computer sciences, business, management or a
similar applicable field of study with a minimum of five years of directly
related experience and two years of specific relocation experience. Develops
detailed, tailored relocation plans which: capture essential equipment related
information; provide specific task and milestone schedules; incorporate AutoCAD
drawings of origin and destination site facilities; include labor, material and
support cost estimates; and document pre-move and post-move equipment testing
requirements. Provides direct management and technical oversight for each phase
of the planning and relocation effort. Prepares frequent and concise project
progress and financial reports. Applies effective problem resolution techniques
in analyzing and solving technical and logistics problems of a specific nature.


Senior Technical Writer/Documentation Specialist

A bachelor's degree from an accredited college or university in English,
Communications, a Liberal Arts field with heavy emphasis on writing, or a
computer science field. Must have five years of technical writing/documentation
experience. Specialized experience includes three years of Software/Application
development technical documentation experience such as test plans, design
documents and user manuals. Prepares and edits IT/ADP documentation,
interpreting and incorporating information provided by the user, specialist,
analyst, programmer, engineer, system architect, and operations personnel. Must
have a substantial knowledge of the capabilities of computer systems and the
process of application development. Duties include writing, editing and graphic
presentation of technical information for both technical and non-technical
personnel. Interprets technical documentation standards and prepares
documentation according to standards. Must be capable of working independently.
Must be a highly skilled writer and editor of technical/engineering subject
matter. Must have the ability to transform raw data and textual content,
provided by senior technical staff members, into cohesive, accurate and
professional documentation. This often requires substantial interpretation of
the raw information based on the writer's understanding of the technical
content. This category also provides incidental support for other approved
requirements such as systems analysis tasks.



<PAGE>   103

Page 4 of 5 pages
Contract #GS03K-96-DSD1003
Modification #PS08


LABOR CATEGORY PRICES

______________
Option Year 2
Contractor Site

<TABLE>
<CAPTION>
CLIN      DESCRIPTION                                       PRICE
<S>       <C>                                               <C>
0007AT    Relocation Management Specialist I                $37.88
0007AU    Relocation Management Specialist II               $57.45
0007AV    Sr. Technical Writer/Documentation Specialist     $45.52
</TABLE>


______________
Option Year 2
Government Site

<TABLE>
<CAPTION>
CLIN      DESCRIPTION                                       PRICE
<S>       <C>                                               <C>
0007AT    Relocation Management Specialist I                $31.93
0007AU    Relocation Management Specialist II               $48.43
0007AV    Sr. Technical Writer/Documentation Specialist     $38.37
</TABLE>


______________
Option Year 3
Contractor Site

<TABLE>
<CAPTION>
CLIN      DESCRIPTION                                       PRICE
<S>       <C>                                               <C>
00010AT   Relocation Management Specialist I                $39.13
00010AU   Relocation Management Specialist II               $59.34
00010AV   Sr. Technical Writer/Documentation Specialist     $47.02
</TABLE>


______________
Option Year 3
Government Site

<TABLE>
<CAPTION>
CLIN      DESCRIPTION                                       PRICE
<S>       <C>                                               <C>
00010AT   Relocation Management Specialist I                $32.99
00010AU   Relocation Management Specialist II               $50.03
00010AV   Sr. Technical Writer/Documentation Specialist     $39.64
</TABLE>
<PAGE>   104
Page 5 of 5 pages
Contract #GS03K-96-DSD1003
Modification #PS08

LABOR CATEGORY PRICES

---------------
Option Year 4
Contractor Site
---------------

CLIN      DESCRIPTION                                                  PRICE
----      -----------                                                 -------

00013AT   Relocation Management Specialist I                          $40.43
00013AU   Relocation Management Specialist II                         $61.30
00013AV   Sr. Technical Writer/Documentation Specialist               $48.58


---------------
Option Year 4
Government Site
---------------

CLIN      DESCRIPTION                                                  PRICE
----      -----------                                                 -------

00013AT   Relocation Management Specialist I                          $34.08
00013AU   Relocation Management Specialist II                         $51.68
00013AV   Sr. Technical Writer/Documentation Specialist               $40.95


FIXED PRICE TASKING

Fixed price tasking is added to this contract as defined below:

Fixed Price Task    A task for which the work requirements are reasonably well
defined resulting in one or more tangible deliverables or products.

The use and issuance of fixed price tasks will be determined by the ACO.
<PAGE>   105
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |   10
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                5. PROJECT NO. (If applicable)
                 PS09            SEE TRIPARTITE               N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY            CODE           3TS        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA FEDERAL TECHNOLOGY SERVICE                                                   1062.00
ACQUISITION SERVICES DIVISION
100 PENN SQUARE EAST, WANAMAKER BLDG., 8TH FL.
PHILADELPHIA, PA 19107
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No. street, country, State and ZIP Code)              (X)  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---

PRIME: U.S. SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT                                  --------------------------------------
       10 S. HOWARD STREET, CITY CRESCENT                                                     9B. DATED (SEE ITEM 11)
       BALTIMORE, MD 21201
SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS, INC.                                           -------------------------------------------
               275 WEST STREET, SUITE 400                                                     10A. MODIFICATION OF CONTRACT/ORDER
               ANNAPOLIS, MD 21401                                                                  NO. GS03K-96-DSD1003
                                                                                          X            SBA #0373-95-1-00179
                                                                                              --------------------------------------
                                                                                              10B. DATED (SEE ITEM 13)
-----------------------------------------------------------------------------------------
CODE                          FACILITY
CODE                                                                                                  12/21/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
   CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
   IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).
------------------------------------------------------------------------------------------------------------------------------------
X  C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
      MUTUAL AGREEMENT BETWEEN THE CONTRACTOR AND THE U.S. GOVERNMENT.
------------------------------------------------------------------------------------------------------------------------------------
D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor [ ] is not,  [X] is required to sign this document and return     copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)

THE PURPOSE OF THIS MODIFICATION IS TO EXTEND THE PERIOD OF PERFORMANCE OF THE CONTRACT BY ADDING THREE OPTION YEARS (OPTION
YEARS 5, 6 AND 7). SEE REVISED CONTRACT CLAUSES I-7, I-9, AND I-24 HEREIN. THIS MODIFICATION ALSO INCORPORATES MINOR CLARIFICATIONS
IN SECTION C AND CHANGES PORTIONS OF SECTIONS F, G, H AND I TO REFLECT UPDATED CLAUSES AND ADMINISTRATIVE DATA.

NOTE: THIS MODIFICATION DOES NOT CHANGE THE ORIGINAL CONTRACT'S TOTAL DOLLAR VALUE, LABOR ESTIMATES, ODC ESTIMATES OR
      TECHNICAL SCOPE.

ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

SEE TRIPARTITE AGREEMENT                                                 SEE TRIPARTITE AGREEMENT
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           15C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED
                                                       SEE                                                                 SEE
                                                    TRIPARTITE                                                          TRIPARTITE
----------------------------------------                                     ---------------------------------
(Signature of Person authorized to sign)                                     (Signature of Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                                          Prescribed by GSA
</TABLE>
<PAGE>   106
TRIPARTITE AGREEMENT
--------------------

Prime Contract      #GS03K-96-DSD1003

SBA Contract        #0373-95-1-00179

Modification        #PS09


Signature Page
--------------

U.S. General Services Administration
Federal Technology Service
Acquisition Services Division (3TS)


By: /s/ John E. Wise                           6-5-98
   ------------------------------------        -----------
   John E. Wise                                Date


Title: Director of Acquisition Services
       --------------------------------

Small Business Administration
United States Of America


By: /s/ Lyndia P. Smith                        6-15-98
   ------------------------------------        -----------
   Lyndia P. Smith                             Date


Title: Contracting Officer
      ---------------------------------



Subcontractor

TeleCommunication Systems, Inc.


By: /s/ Maurice B. Tose'                       8 June 1998
   -------------------------------------       -----------
   Maurice B. Tose'                            Date


Title: President
      ----------------------------------
<PAGE>   107
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
----------------------------------------------------------------
----------------------------------------------------------------

Clause B-4 shall read as follows:

From the execution date of this modification (PS09), the G&A rate on all ODCs
is authorized at 10.85% for all new tasks.

The contractor will provide consideration back to the Government as follows:

     -    For the life of the contract beginning with the execution of this
       modification, TCS will provide a single person dedicated to
       administrative matters for this contract. This contractor employee will
       have working knowledge of the TSIC contract and will interface with
       Government personnel to answer questions with regard to task closeouts,
       financial data, remaining contract hours, post task administration, and
       the like.

     -    For the life of the contract beginning with the execution of this
       modification, TCS will provide a qualified company representative to make
       marketing presentations and go on agency visits for specific task leads.
       These presentations and visits will be the Government's initiative and
       choice for time, place and client, and is limited to two times a month,
       every month.

     -    The contractor will provide 300 color glossy marketing brochures
       associated with this contract to assist with the Government's marketing
       effort. These brochures will be delivered to the ACO within 60 days of
       the execution date of this modification.

All three of the above bullet items shall be done at no cost to the Government
as consideration for the application of the 10.85% G&A rate explained above.



<PAGE>   108
SECTION B - SCHEDULE OF SUPPLIES AND SERVICES
---------------------------------------------
OPTION YR. 5

<TABLE>
<CAPTION>
CLIN      DESCRIPTION                        QUANTITY
----      -----------                        --------
<S>       <C>                                <C>       <C>             <C>      <C>
0001      Integration Support Services         1 Lot           For the Lot
          from opt thru 12 months

                                              Opt. 4   Off-Site-Opt5   Opt. 4   On-Site-Opt5
                                              ------   -------------   ------   ------------
00016AA   Program Manager                     $88.59       $91.51      $73.88      $76.32
00016AB   Senior Engineer                     $65.74       $67.91      $54.82      $56.63
00016AC   Engineer                            $45.46       $46.96      $37.91      $39.16
00016AD   Principal Engineer                  $83.87       $86.64      $69.95      $72.26
00016AE   Principal Analyst                   $73.94       $76.38      $61.67      $63.71
00016AF   Sr. Systems Analyst                 $55.88       $57.72      $46.60      $48.14
00016AG   Systems Analyst                     $42.54       $43.94      $35.47      $36.64
00016AH   Sr. Programmer                      $54.26       $56.05      $45.25      $46.74
00016AI   Programmer                          $36.25       $37.45      $30.23      $31.23
00016AJ   Draftsperson/Illustrator            $25.80       $26.65      $21.52      $22.23
00016AK   Communications Technician           $49.15       $50.77      $40.99      $42.34
00016AL   Administrative Assistant            $23.35       $24.12      $19.47      $20.11
00016AM   Wireperson                          $25.19       $26.02      $21.01      $21.70
00016AN   Installer                           $23.35       $24.12      $19.47      $20.11
00016AO   Sr. Technical Expert               $147.21      $152.07         .           .
00016AP   Project Technical Director         $119.75      $123.70         .           .
00016AQ   Tech. Subj. Matter Specialist       $79.73       $82.36         .           .
00016AR   Industrial Relocation Specialist    $81.97       $84.68         .           .
00016AS   Relocation Technician               $36.04       $37.23         .           .
00016AT   Relocation Mgt. Specialist I        $40.43       $41.76      $34.08      $35.20
00016AU   Relocation Mgt. Specialist II       $61.30       $63.32      $51.68      $53.39
00016AV   Sr. Technical Writer                $48.58       $50.18      $40.95      $42.30

00017     Material in Support of Services      1 Lot

00018     Travel                               1 Lot
</TABLE>

G&A Rate on all ODCs is authorized at 10.85%.
<PAGE>   109
SECTION B -- SCHEDULE OF SUPPLIES AND SERVICES
OPTION YR. 6

CLIN    DESCRIPTION                   QUANTITY
----    -----------                   --------
0001    Integration Support Services   1 Lot         For the Lot
        from opt thru 12 months

<TABLE>
<CAPTION>
                                              Opt. 5   Off-Site Opt6    Opt. 5    On-Site-Opt6
                                              ------   -------------    ------    ------------
<S>                                          <C>         <C>           <C>         <C>
00019AA  Program Manager                      $91.51      $94.53        $76.32      $78.84
00019AB  Senior Engineer                      $67.91      $70.15        $56.63      $58.50
00019AC  Engineer                             $46.96      $48.51        $39.16      $40.45
00019AD  Principal Engineer                   $86.64      $89.50        $72.26      $74.64
00019AE  Principal Analyst                    $76.38      $78.90        $63.71      $65.81
00019AF  Sr. Systems Analyst                  $57.72      $59.62        $48.14      $49.73
00019AG  Systems Analyst                      $43.94      $45.39        $36.64      $37.85
00019AH  Sr. Programmer                       $56.05      $57.90        $46.74      $48.28
00019AI  Programmer                           $37.45      $38.69        $31.23      $32.26
00019AJ  Draftsperson/Illustrator             $26.65      $27.53        $22.23      $22.96
00019AK  Communications Technician            $50.77      $52.45        $42.34      $43.74
00019AL  Administrative Assistant             $24.12      $24.92        $20.11      $20.77
00019AM  Wireperson                           $26.02      $26.88        $21.70      $22.42
00019AN  Installer                            $24.12      $24.92        $20.11      $20.77
00019AO  Sr. Technical Expert                $152.07     $157.09           -           -
00019AP  Project Technical Director          $123.70     $127.78           -           -
00019AQ  Tech. Subj. Matter Specialist        $82.36      $85.08           -           -
00019AR  Industrial Relocation Specialist     $84.68      $87.47           -           -
00019AS  Relocation Technician                $37.23      $38.46           -           -
00019AT  Relocation Mgt. Specialist I         $41.76      $43.14        $35.20      $36.36
00019AU  Relocation Mgt. Specialist II        $63.32      $65.41        $53.39      $55.15
00019AV  Sr. Technical Writer                 $50.18      $51.84        $42.30      $43.70

00020    Material in Support of Services      1 Lot

00021    Travel                               1 Lot
</TABLE>

G&A Rate on all ODCs is authorized at 10.85%.


<PAGE>   110
SECTION B - SCHEDULE OF SUPPLIES AND SERVICES
---------------------------------------------
OPTION YR. 7



<TABLE>
<CAPTION>
CLIN      DESCRIPTION                   QUANTITY
----      -----------                   --------
<S>       <C>                           <C>               <C>
0001      Integration Support Services   1 Lot             For the Lot
          from opt thru 12 months

</TABLE>

<TABLE>
<CAPTION>
                                            Opt. 6        Off-Site-Opt 7      Opt. 6         On-Site-Opt 7
                                            ------        --------------      ------         -------------
<S>       <C>                               <C>           <C>                 <C>            <C>
00022AA   Program Manager                   $94.53        $97.65              $78.84          $81.44
00022AB   Senior Engineer                   $70.15        $72.46              $58.50          $60.43
00022AC   Engineer                          $48.51        $50.11              $40.45          $41.78
00022AD   Principal Engineer                $89.50        $92.45              $74.64          $77.10
00022AE   Principal Analyst                 $78.90        $81.50              $65.81          $67.98
00022AF   Sr. Systems Analyst               $59.62        $61.59              $49.73          $51.37
00022AG   Systems Analyst                   $45.39        $46.89              $37.85          $39.10
00022AH   Sr. Programmer                    $57.90        $59.81              $48.28          $49.87
00022AI   Programmer                        $38.69        $39.97              $32.26          $33.32
00022AJ   Draftsperson/Illustrator          $27.53        $28.44              $22.96          $23.72
00022AK   Communications Technician         $52.45        $54.18              $43.74          $45.18
00022AL   Administrative Assistant          $24.92        $25.74              $20.77          $21.46
00022AM   Wireperson                        $26.88        $27.77              $22.42          $23.16
00022AN   Installer                         $24.92        $25.74              $20.77          $21.46
00022AO   Sr. Technical Expert             $157.09       $162.27                 -               -
00022AP   Project Technical Director       $127.78       $132.00                 -               -
00022AQ   Tech. Subj. Matter Specialist     $85.08        $87.89                 -               -
00022AR   Industrial Relocation Specialist  $87.47        $90.36                 -               -
00022AS   Relocation Technician             $38.46        $39.73                 -               -
00022AT   Relocation Mgt. Specialist I      $43.14        $44.56              $36.36          $37.56
00022AU   Relocation Mgt. Specialist II     $65.41        $67.57              $55.15          $56.97
00022AV   Sr. Technical Writer              $51.84        $53.55              $43.70          $45.14

00023     Material in Support of Services   1 Lot

00024     Travel                            1 Lot
</TABLE>

G&A Rate on all ODCs is authorized at 10.85%.
<PAGE>   111
SECTION C - DESCRIPTIONS/SPECIFICATIONS
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

1.0  Under 1.0, letter i is added to read as: i. Audio/visual systems.

3.0  Under 3.0, Imaging Systems Engineering and Integration, the sentence
immediately following shall read as: The contractor shall provide imaging
systems, engineering, integration and support services including document,
audio/visual, and related systems.

SECTION F - DELIVERIES OR PERFORMANCE
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

F.1  Under F.1, the clause 52.212-13 Stop-Work Order (Aug 1989) is changed to
52.242.15 Stop-Work Order (Aug 1989) to reflect the redesignation of the clause
number in accordance with the current FAR.

F.3  Under F-3, the contract performance period is changed to read as follows:

The contract performance period shall be for one base year and seven, one-year
options.

SECTION G - CONTRACT ADMINISTRATION DATA
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

G.3  Under G.3, the contracting reps and ordering address is changed as follows:

     Ordering: U.S. General Services Administration
               Federal Technology Service
               Acquisition Services Division (3TS)
               100 Penn Square East, 8th Floor
               Philadelphia, PA 19107

     Technical Representatives:

               Richard Koch             215-656-6348
               Regina M. Einhaus        215-656-6349

               U.S. General Services Administration
               Telecommunications Services Division (3TT)
               100 Penn Square East, 8th Floor
               Philadelphia, PA 19107
<PAGE>   112
G.6   Under G.6, the contractor's remittance address is changed as follows:

    Payment by check:                        Payment by wire:
                Sand Ridge Bank              Sand Ridge Bank
                P.O. Box 724                 BA #071913731
                Schererville, IN 46375       Account #22690000

    Payment by ACH Vendor System:
                                  Sand Ridge Bank
                                  ABA #071913731

SECTION H -- SPECIAL CONTRACT REQUIREMENTS
--------------------------------------------------------------------------------

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

Subsection H.6 is added to this part as outlined below.

H.6 Year 2000 Warranty

Some task orders placed under this contract may require Year 2000 compliance. If
required, a list of systems and products to which Year 2000 applies will be part
of the statement of work for a particular task.

Year 2000 Warranty -- Commercial Supply Items

The contractor warrants that each hardware, software, and firmware product
delivered under this contract and listed below shall be able to accurately
process date data (including but not limited to, calculating, comparing, and
sequencing) from, into and between the twentieth and twenty-first centuries,
including leap year calculations, when used in accordance with the product
documentation provided by the contractor, provided that all listed or unlisted
products (e.g. hardware, software, firmware) used in combination with such
listed product properly exchange date data with it. If the contract requires
that specific listed products must perform as a system in accordance with the
foregoing warranty, then the warranty shall apply to those listed products as a
system. The duration of this warranty and the remedies available to the
Government for breach of this warranty shall be defined in, and subject to, the
terms and limitations of the contractor's standard commercial warranty or
warranties contained in this contract, provided that notwithstanding any
provision to the contrary in such commercial warranty or warranties, the
remedies available to the Government under this warranty shall include repair
and replacement of any listed product whose non-compliance is discovered and
made known to the contractor in writing within ninety (90) days after
acceptance.

<PAGE>   113
Nothing in this warranty shall be construed to limit any rights or remedies that
the Government may otherwise have under this contract with respect to defects
other than Year 2000 performance.

Year 2000 Warranty--- Non-Commercial Supply Items

The contractor warrants that each hardware, software, and firmware product
delivered under this contract and listed below shall be able to accurately
process date data (including but not limited to, calculating, comparing, and
sequencing) from, into and between the twentieth and twenty-first centuries,
including leap year calculations, when used in accordance with the product
documentation provided by the contractor, provided that all listed or unlisted
products (e.g. hardware, software, firmware) used in combination with such
listed product properly exchange date data with it. If the contract requires
that specific listed products must perform as a system in accordance with the
foregoing warranty, then the warranty shall apply to those listed products as a
system. The duration of this warranty and the remedies available to the
Government for breach of this warranty shall be defined in, and subject to, the
terms and limitations of the contractor's standard commercial warranty or
warranties contained in this contract, provided that notwithstanding any
provision to the contrary in such commercial warranty or warranties, the
remedies available to the Government under this warranty shall include repair
and replacement of any listed product whose non-compliance is discovered and
made known to the contractor in writing within ninety (90) days after
acceptance. Nothing in this warranty shall be construed to limit any rights or
remedies that the Government may otherwise have under this contract with respect
to defects other than Year 2000 performance.
<PAGE>   114
SECTION I - CONTRACT CLAUSES
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

I.1  Under I.1, the following clauses are added as numbered and detailed below.

I.7  Under I.7, the clause 52.216-18 Ordering (Apr 1984) is changed to include
additional language with regard to the issuance of orders and is updated to
include the current version (Oct 1995) of the clause. After "60 months
thereafter," the following language is added:

     If option year 5 is exercised, 72 months from the date of award;
     If option year 6 is exercised, 84 months from the date of award;
     If option year 7 is exercised, 96 months from the date of award.

I.9  Under I.9, the clause 52.216.22 Indefinite Quantity (Apr 1984) is changed
to 52.216.22 Indefinite Quantity (Oct 1995) to reflect the updated version of
the clause and to include language for three additional option years. After "60
months from the date of award," the following language is added:

     If option year 5 is exercised, 72 months from the date of award;
     If option year 6 is exercised, 84 months from the date of award;
     If option year 7 is exercised, 96 months from the date of award.

I.24 Under I.24, Option to extend the term of the Contract, the last sentence is
changed to read as follows:

     The total duration of this contract including exercise of any option under
this clause, shall not extend beyond eight (8) years after the date of contract
award.

The following clauses under section I are updated as shown below and
incorporated by reference.

52.203-7      Anti-Kickback Procedures (Jul 1995)

52.203-10      Price of Fee Adjustment for Illegal or Improper Activity (Jan
               1997)

52.209-6       Protecting the Government's Interest when Subcontracting with
               Contractors Debarred, Suspended, or Proposed for Debarment (Jul
               1995)

52.215-2       Audit and Records--Negotiation (Aug 1996)
<PAGE>   115
<TABLE>
<S>         <C>
52.216-19   Order Limitations (Oct 1995)

52.219-8    Utilization of Small, Small Disadvantaged and Women-Owned Small
            Business Concerns (Oct 1995)

52.223-6    Drug-Free Workplace (Jan 1997)

52.227-1    Authorization and Consent (Jul 1995)

52.227-2    Notice and Assistance Regarding Patent and Copyright Infringement
            (Aug 1996)

52.232-17   Interest (Jun 1996)

52.233-3    Protest After Award (Aug 1996)

52.239-1    Privacy or Security Safeguards (Aug 1996)

52.242-13   Bankruptcy (Jul 1995)

52.224-5    Competition in Subcontracting (Dec 1996)

52.249-2    Termination for Convenience of the Government (Fixed-Price) (Sep
            1996)
</TABLE>
<PAGE>   116
<TABLE>
<S>                           <C>                 <C>           <C>      <C>             <C>       <C>      <C>    <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                                1. CONTRACT ID CODE                         PAGE OF PAGES
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                                                             1   |    2
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE   4. REQUISITION/PURCHASE REQ. NO.                  5. PROJECT NO. (If applicable)
                 PA10            SEE BLK 14          N/A
------------------------------------------------------------------------------------------------------------------------------------
ISSUED BY               CODE           3TS        7. ADMINISTERED BY (If other than Item 6)               CODE
                              -----------------                                                                 --------------------
GSA FEDERAL TECHNOLOGY SERVICE                       1062-000
ACQUISITION DIVISION (3TS)
100 PENN SQUARE EAST, WANAMAKER BUILDING,
8TH FL.
PHILADELPHIA, PA 19107
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, country, State and ZIP Code)             (X)  9A. AMENDMENT OF SOLICITATION NO.
                                                                                         ---
PRIME: US SMALL BUSINESS ADMINISTRATION/BALTIMORE DISTRICT
       10 HOWARD STREET, CITY CRESCENT BLDG., 6TH FL.                                         --------------------------------------
       BALTIMORE, MD 21201                                                                     9B. DATED (SEE ITEM 11)

SUBCONTRACTOR: TELECOMMUNICATION SYSTEMS INC.                                            -------------------------------------------
               275 WEST STREET, SUITE 400                                                       10A. MODIFICATION OF CONTRACT/ORDER
               ANNAPOLIS, MD. 21401                                                                  NO. GS03K-96-DSD1003
                                                                                           X            SBA#0373-95-1-00179
                                                                                              --------------------------------------
-----------------------------------------------------------------------------------------      10B. DATED (SEE ITEM 13)
CODE                          FACILITY CODE                                                                 12/18/95
------------------------------------------------------------------------------------------------------------------------------------
                                            11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS
------------------------------------------------------------------------------------------------------------------------------------
[ ] The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers
                                                                                             [ ] is extended.   [ ] is not extended.

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of
the following methods:

(a) By completing Items 8 and 15, and returning __________ copies of the amendment; (b) By acknowledging receipt of this amendment
on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and
amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR
AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already
submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and
this amendment, and is received prior to the opening hour and date specified.
------------------------------------------------------------------------------------------------------------------------------------
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A
------------------------------------------------------------------------------------------------------------------------------------
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE
    CONTRACTOR/ORDER NO. AS DESCRIBED IN ITEM 14.
------------------------------------------------------------------------------------------------------------------------------------
(X) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES
       SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A.
------------------------------------------------------------------------------------------------------------------------------------
    B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE
       CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH
       IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103 (b).
------------------------------------------------------------------------------------------------------------------------------------
(X) C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
       CONTRACT CLAUSE 1.24, PAGE I-26 OPTION TO EXTEND THE TERM OF THE CONTRACT
------------------------------------------------------------------------------------------------------------------------------------
    D. OTHER (Specify type of modification and authority)

------------------------------------------------------------------------------------------------------------------------------------
    E. IMPORTANT: Contractor [X] is not,  [ ] is required to sign this document and return     copies to the issuing office.
                                                                                       ---
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where
    feasible.)
THE ABOVE CITED CONTRACT IS HEREBY MODIFIED TO EXERCISE OPTION YEAR 3 IN ACCORDANCE WITH CONTRACT CLAUSE 1.24, PAGE I-26, OPTION TO
EXTEND THE TERM OF THE CONTRACT. THE PREVIOUSLY NEGOTIATED LABOR HOUR PRICES LISTED UNDER OPTION YEAR 3 IN SECTION B, PAGE B-5
(AND SUBSEQUENT MODS THAT ADDED NEW LABOR CATEGORIES) OF THE CONTRACT, WILL BECOME EFFECTIVE ON 12-18-98. THE CONTRACT TERM IS
EXTENDED FOR ONE YEAR BEYOND THE EFFECTIVE DATE OF OPTION YEAR 3.

ALL OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. ACCOUNTING, COMMERCE, TAMPA ASNONI, ILER, SHELTON, HENNESSY, BARROWMAN, WASOGSNESS,
HALL, WILDEMAN & VALENCIA.

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains
unchanged and in full force and effect.
------------------------------------------------------------------------------------------------------------------------------------
15A. NAME AND TITLE OF SIGNER (Type or print)                            16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

                                                                         JOHN E. WISE   CONTRACTING OFFICER
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                           16C. DATE SIGNED       16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

                                                                         BY  /s/ John E. Wise                          12-08-98
----------------------------------------                                     ---------------------------------
(Signature of Person authorized to sign)                                     (Signature of Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-8070                                        30-105                                     STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                                          Prescribed by GSA
</TABLE>
<PAGE>   117
Telecommunication Systems Integration Contract (TSIC)

                                             Option Year 3 Rates

<TABLE>
                                       Contractor   Government
Skill Level Categories                  Site Rate    Site Rate
----------------------                 ----------   ----------
<S>                                  <C>            <C>
Program Manager                          $85.76       $71.52
Senior Engineer                          $63.64       $53.07
Engineer                                 $44.01       $36.70
Principal Engineer                       $81.19       $67.71
Principal Analyst                        $71.58       $59.70
Senior Systems Analyst                   $54.10       $45.11
Systems Analyst                          $41.18       $34.34
Senior Programmer                        $52.53       $43.80
Programmer                               $35.09       $29.26
Draftsperson                             $24.98       $20.83
Communications Technician                $47.58       $39.68
Administration Assistant                 $22.60       $18.85
Wireperson                               $24.38       $20.33
Installer                                $22.60       $18.85
Senior Technical Expert                 $142.51      $142.51
Project Technical Director              $115.93      $115.93
Technical Subject Matter Specialist      $77.20       $77.20
Industrial Relocation Specialist         $79.37       $79.37
Relocation Technician                    $34.89       $34.89
Relocation Management Specialist I       $39.13       $32.99
Relocation Management Specialist II      $59.34       $50.03
Senior Technical Writer                  $47.02       $39.64
</TABLE>