<PAGE>   1

                                                                    Exhibit 10.4

<TABLE>
<S>     <C>
====================================================================================================================================
SOLICITATION, OFFER AND AWARD            1. THIS CONTRACT IS A RATED ORDER >          RATING                          PAGE
                                            UNDER DPAS (15 CFR 350)                                                         1 OF 153
====================================================================================================================================
2. CONTRACT NO.       3. SOLICITATION NO.         4. TYPE OF SOLICITATION        5. DATE ISSUED          6. REQUISITION/PURCHASE NO.
   NAS3-98008            RFP 3-085970                |_| SEALED BID (IFB)            9-30-97                          085970
                                                     |X| NEGOTIATED (RFP)
------------------------------------------------------------------------------------------------------------------------------------
7. ISSUED BY                                                 CODE 0616/TAS                8. ADDRESS OFFER TO (If other than Item 7)
   NASA Lewis Research center                                     ------------------
   Attn: Thomas A. Spicer, Services and Construction Branch
   21000 Brookpark Road, Mail Stop 500-312
   Cleveland, OH 44135-3191
------------------------------------------------------------------------------------------------------------------------------------
NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder"
------------------------------------------------------------------------------------------------------------------------------------
                                                            SOLICITATION
------------------------------------------------------------------------------------------------------------------------------------
9. Sealed offers in original and 10 copies for furnishing the supplies or services in the Schedule will be received at the place
specified in Item 8, or if handcarried, in the depository located in D.E.B. Building, Room 1301 until 4:30 P.M. local time, on
10-30-1997 (date).
CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L. Provision No. 52.214-7 or 52.214-10. All offers are
subject to all terms and conditions contained in this solicitation.
------------------------------------------------------------------------------------------------------------------------------------
10. FOR INFORMATION >                     A. NAME                            B. TELEPHONE NO. (Include area code) (NO COLLECT CALLS)
      CALL:                                         Thomas A. Spicer                               (216) 433-2762
------------------------------------------------------------------------------------------------------------------------------------
                                                       11. TABLE OF CONTENTS
------------------------------------------------------------------------------------------------------------------------------------
(X) SEC.               DESCRIPTION                        PAGE(S)  (X) SEC.                DESCRIPTION                      PAGE(S)
------------------------------------------------------------------------------------------------------------------------------------
                      PART I - THE SCHEDULE                                             PART II - CONTRACT CLAUSES
------------------------------------------------------------------------------------------------------------------------------------
|X|  A     SOLICITATION/CONTRACT FORM                       1      |X|  I     CONTRACT CLAUSES                                40
------------------------------------------------------------------------------------------------------------------------------------
|X|  B     SUPPLIES OR SERVICES AND PRICES/COSTS            4         PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
------------------------------------------------------------------------------------------------------------------------------------
|X|  C     DESCRIPTION/SPECS/WORK STATEMENT                 7      |X|  J     LIST OF ATTACHMENTS                             61
------------------------------------------------------------------------------------------------------------------------------------
|X|  D     PACKAGING AND MARKING                            1                PART IV - REPRESENTATIONS AND INSTRUCTIONS
------------------------------------------------------------------------------------------------------------------------------------
|X|  E     INSPECTION AND ACCEPTANCE                        1      |X|  K     REPRESENTATIONS, CERTIFICATIONS AND
------------------------------------------------------------------------------------------------------------------------------------
|X|  F     DELIVERIES OR PERFORMANCE                        4                 OTHER STATEMENTS OF OFFERORS
------------------------------------------------------------------------------------------------------------------------------------
|X|  G     CONTRACT ADMINISTRATION DATA                    18      |X|  L     INSTRS., CONDS., AND NOTICES TO OFFERORS
------------------------------------------------------------------------------------------------------------------------------------
|X|  H     SPECIAL CONTRACT REQUIREMENTS                   16      |X|  M.    EVALUATION FACTORS FOR AWARD
------------------------------------------------------------------------------------------------------------------------------------
                                             OFFER (Must be fully completed by offeror)
------------------------------------------------------------------------------------------------------------------------------------
NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.
------------------------------------------------------------------------------------------------------------------------------------
12. In compliance with the above, the undersigned agrees, if this offer is accepted within ____ calendar days (60 calendar days
unless a different period in inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all
items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time
specified in the schedule.
------------------------------------------------------------------------------------------------------------------------------------
13. DISCOUNT FOR PROMPT PAYMENT         >         10 CALENDAR DAYS      20 CALENDAR DAYS        30 CALENDAR DAYS       CALENDAR DAYS
    See Section I, clause No. 52-232-8)                       %                     %                       %                    %
------------------------------------------------------------------------------------------------------------------------------------
14. ACKNOWLEDGEMENT OF AMENDMENTS (The offeror                       AMENDMENT NO         DATE        AMENDMENT NO         DATE
    acknowledges receipt of amendments to the SOLICITATION      -------------------------------------------------------------------
    For offerors and related documents numbered and dated:      -------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
15. NAME AND          CODE                    FACILITY                   16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN
    ADDRESS OF            -----------------           ------------------     OFFER (type or print)
    OFFEROR
------------------------------------------------------------------------------------------------------------------------------------
15B. TELEPHONE NO.                 15C. CHECK IF REMITTANCE ADDRESS       17. SIGNATURE                              18. OFFER DATE
     (Include area code)           IS DIFFERENT FROM ABOVE - ENTER
                               |_| SUCH ADDRESS IN SCHEDULE
------------------------------------------------------------------------------------------------------------------------------------
                                               AWARD (To be completed by Government)
------------------------------------------------------------------------------------------------------------------------------------
19. ACCEPTED AS TO ITEMS NUMBERED          20. AMOUNT                     21. ACCOUNTING AND APPROPRIATION
                                                 See Clause B-2
------------------------------------------------------------------------------------------------------------------------------------
22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION          23. SUBMIT INVOICES TO ADDRESS SHOW IN: >       ITEM
    |_| 10 U.S.C. 22304(c) (   )   |_| 41 U.S.C. 253(c) (   )             (4 copies unless otherwise specified)
------------------------------------------------------------------------------------------------------------------------------------
24. ADMINISTERED BY (if other than Item 7)        CODE                25. PAYMENT WILL BE MADE BY          CODE
    See Signature Page A-2                             -----------        NASA Lewis Research Center           ---------------------
                                                                          Commercial Accounts MS 500-303
                                                                          2100 Brookpark Road
                                                                          Cleveland, OH 44135-3191
------------------------------------------------------------------------------------------------------------------------------------
26. NAME OF CONTRACTING OFFICER (Type or print)     27. UNITED STATES OF AMERICA                        28. AWARD DATE

                                                              (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice
====================================================================================================================================
</TABLE>
<PAGE>   2

Prime Contract Number: NAS3-98008
Subcontract Number: 98-800590

                                 SIGNATURE PAGE

SUBCONTRACTOR:    Dynacs Engineering Co., Inc
                  28870 U.S. Hwy.
                  19 N. Ste. 405
                  Clearwater, FL  34621

Name:             [ILLEGIBLE]

Title:            [ILLEGIBLE]

Signature:        /s/ [ILLEGIBLE]               Date: Dec. [ILLEGIBLE]

PRIME CONTRACTOR: U.S. Small Business Administration
                  Miami District Office
                  1320 South Dixie Highway, Third Floor
                  Coral Cable, FL 33148

Name:             G. REY-MORAN
                  Contracting Officer

Signature:        /s/ G. Rey-Moran              Date: 12/20/97

PROCURING AGENCY: NASA Lewis Research Center
                  Services & Construction Branch, MS 500-312
                  21000 Brookpark Road
                  Cleveland, OH 44135

Name:             Thomas A. Spicer
                  Contracting Officer

Signature:        /s/ Thomas A. Spicer          Date: 12/17/97


                                      A - 2
<PAGE>   3
RFP3-085970                                                            Section B


                              PART I - THE SCHEDULE

                                    SECTION B

                      SUPPLIES OR SERVICES AND PRICE/COSTS
                      ------------------------------------

B.1   LISTING OF CLAUSES INCORPORATED BY REFERENCE

      NOTICE: The following solicitation provision and/or contract clauses
      pertinent to this section are hereby incorporated by reference:

      I.    FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER            DATE           TITLE
            ------            ----           -----
            <S>               <C>            <C>

            No FAR by reference clauses in Section B.
</TABLE>

      II.   NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER            DATE           TITLE
            ------            ----           -----
            <S>               <C>            <C>
            No FAR by reference clause in Section 8.
</TABLE>

                                (End of Clause)

B.2   GENERAL

      Pursuant to the Federal Acquisition Regulation (FAR) Parts 16.501-2 and
16.504, this contract is defined as an indefinite quantity type. The contract
provides for an indefinite quantity, within stated limits, of supplies or
services to be furnished during a fixed period, with deliveries or performance
to be scheduled by placing orders with the Contractor. The total minimum and
maximum dollar value of supplies or services to be acquired under the contract
are set forth below:

Contract Minimum: The Government will issue Task Order(s) under this contract
which provide for a minimum of $6,000,000 for the 27 months of performance.


                                   Page B - 1
Supplies or Services and Price/Costs                                    12/17/97
<PAGE>   4
RFP3-085970                                                            Section B


Contract Maximum: The Government issued Task Order(s) under this contract shall
not exceed a maximum of $43,760,345 (Cost=$42,185,846; Fee/Profit=1,574,500) for
the 27 months of performance.

      Task Order(s) will be issued on either a firm fixed price (PFP) basis or
on a cost reimbursable (CR) basis.

      Ten percent of the technical hours (86,940 hours) have the potential of
being worked under fixed priced task orders. The profit will be $2.34/technical
hour agreed to at task acceptance. The maximum total fixed fee for 27 months is
$203,161.

      Ninety percent of the technical hours (782,460 hours) have the potential
of being worked under cost plus award fee task orders.

      The award fee periods, award fee per technical hour, and the maximum award
fee pool is as follows:

<TABLE>
<CAPTION>
 Period                           Fee Per Tech. Hour     Maximum AF Pool
 ------                           ------------------     ---------------

<S>         <C>                       <C>                  <C>
    1       JAN 1-JUN 30, 1998        $1.71                $446,002
    2       JUL 1-DEC 31, 1998        $1.70                $332,546
    3       JAN 1-JUN 30, 1999        $1.80                $234,738
    4       JUL 1,99-MAR 1,00         $1.83                $357,975
</TABLE>

      (a)   FIRM FIXED PRICE TASK ORDERS

      Firm fixed price task orders will be issued for work that can be well
defined and for which a fair and reasonable price can be obtained. The price is
not subject to any adjustment on the basis of contract cost experience.

      (b)   COST-REIMBURSEMENT TASK ORDERS

      Work performed by the Contractor will be reimbursed based upon allowable
costs incurred, subject to negotiated limitations.

      (c)   AWARD FEE

      Based upon the Contractor's overall performance, an award fee may be
provided to the Contractor. The amount of fee will be determined by the
Government. The award fee pool will be divided into two parts. The first part
will consider the contract administration and cost control. The second part will
consider task order performance.

                                (End of Clause)


                                   Page B - 2
Supplies or Services and Price/Costs                                    12/17/97
<PAGE>   5

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                              1. CONTRACT ID CODE                  PAGE OF PAGES
                                                                                      NAS3-98008                       1      407
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE           4. REQUISITION/PURCHASE REQ.NO.       5. PROJECT NO. (if applicable)
  Modification Number Three (03)        7/23/99                            NONE                               SETAR II
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY                              CODE 7830/Lupson       7. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
                                               ------------                                                             ------------
   NASA Glenn Research Center
   Services & Construction Branch (M.S. 500-312)
   21000 Brookpark Road
   Cleveland, OH 44135-3191
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code)       |X|  9A.  AMENDMENT OF SOLICITATION NO.

   Dynacs Engineering Company Inc.                                                     ---------------------------------------------
   2001 Aerospace Parkway                                                              9B.  DATED (SEE ITEM 11)
   Brookpark, Ohio 44142
                                                                                       ---------------------------------------------
                                                                                       10A. MODIFICATION OF CONTRACT/ORDER NO.

                                                                                       ---------------------------------------------
                                                                                   |X| 10B. DATED (SEE ITEM 13)
CODE                            FACILITY CODE                                               12/17/97
------------------------------------------------------------------------------------------------------------------------------------
                                      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:


------------------------------------------------------------------------------------------------------------------------------------
|_|   D.  OTHER (Specify type of modification and authority)


------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor is not 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.)

(SEE ATTACHED 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)

/s/ Thomas A. Spicer                                                                 Thomas A. Spicer / Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                     15C. DATE SIGNED              16B. UNITED STATES OF AMERICA             16C. DATE SIGNED
Vice President &
  Program Manager                               7/7/99
BY                                                                        BY   /s/ [ILLEGIBLE]
  ----------------------------------------                                  ---------------------------------------
  (Signature of person authorized to sign)                                    (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-807030-105                                                                        STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                         Prescribed by GSA
                                                                                                  FAR (48 CFR) 53.243
</TABLE>
<PAGE>   6
RFP3-085970                                                            Section B


SECTION B / REVISED

Contract Maximum: The Government issued Task Order(s) under this contract shall
not exceed a maximum of $66,797,004 (Cost=564,795,583; Fee/Profit=$2,O0l,421)
for the 27 months of performance.

Task Order(s) shall be issued on either a Firm Fixed Price (FEP) basis or on a
Cost Reimbursable (CR) basis.

Ten percent of the technical hours (111,065 hours) have the potential of being
worked under fixed priced task order(s). The profit will be $2.34/technical hour
agreed to at task acceptance. The maximum total fixed fee for 27 months is
$259,892.

Ninety percent of the technical hours (999,582 hours) have the potential of
being worked Under cost plus award fee task order(s).

The Award Fee periods, award fee per technical hour, and the maximum award fee
pool is as follows:


<TABLE>
<CAPTION>
  Period                           Fee Per Tech. Hour     Maximum Award Fee Pool
  ------                           ------------------     ----------------------

<S>         <C>                     <C>                     <C>
    1       Jun 1/98-Feb 28/99             *                        *
    2       Mar 1/99-Aug 3 1/99            *                        *
    3       Sep 1/99-Feb 28/00             *                        *
    4       Mar 1/00-Aug 31/00             *                        *
                                      ----------               ----------
                                           *                        *
TOTAL
</TABLE>


      (a)   FIRM FIXED PRICE TASK ORDERS

Firm Fixed Price task order(s) shall be issued for work that can be well defined
and for which a fair and reasonable price can be obtained. The price is not
subject to any adjustment on the basis of contract cost experience.

      (b)   COST - REIMBURSEMENT TASK ORDERS

Work performed by the contractor shall be reimbursed based upon allowable costs
incurred, subject to negotiated limitations.

      (c)   AWARD FEE

Based upon the Contractor's overall performance, an award fee may be provided to
the Contractor. The amount of fee will be determined by the Government. The
award fee pool will be divided into two parts. The first part will consider the
contract administration and cost control. The second part will consider task
order performance.

                                (End Of Clause)

*Confidential information has been omitted and filed separately with the
 Commission

                               Page B-2 / Revised
<PAGE>   7
RFP3-085970                                                            Section B


B.3   CONTRACT FUNDING (NOV 1996)

Funds will be obligated against this contract by a separate document, "Order for
Supplies of Services" (Form 347), as Task Orders are placed. Each Form 347 will
specify the Accounting and Appropriation data, and the NASA division to be
supported. Clause 52.232-22, entitled 'Limitation of Funds" will apply to the
total amount of funding available on the contract for the purposes of the
"notification" requirement. However, each Task Order will have a funding limit
to which the "Limitation of Funds" clause applies.

                                (End of Clause)

B.4   AWARD FEE POOL (SEPT 1997)

      (a) The Contractor can earn award fee from zero dollars to the maximum
TBD.

      (b) Beginning 6 months after the effective date of this contract, the
Government shall evaluate the Contractor's performance every 6 months (with the
exception of the last period, which will be 9 months) to determine the amount of
fee earned by the Contractor during the period. The Contractor may submit a
self-evaluation of performance for each evaluation period under consideration.
These self-evaluations will be considered by the Government in its evaluation.
The Government's Fee Determination Official (FDO) will determine the fee amounts
based on the Contractor's performance in accordance with the performance
evaluation plan. The plan may be revised unilaterally by the Government prior to
the beginning of any rating period to redirect emphasis.

      (c) The Government will advise the Contractor in writing of the evaluation
results. The NASA LeRC Financial Management Division will make payment based
upon issuance of unilateral modification by the Contracting Officer.

      (d) The amount of award fee which can be awarded in each evaluation period
is limited to the amount of TBD. Award fee which is not earned in an evaluation
period will not be reallocated to future evaluation periods. If Government
directed descoping occurs, the amount of fee available will unilaterally be
reduced as a direct correlation to the percentage of descoped work.

      (e) (1) Pending a determination of the amount of fee earned for an
evaluation period, a portion of the availability fee for that period will be
paid to the Contractor on a not more often than monthly basis. The portion paid
will be 50 percent


                                   Page B - 3
Supplies or Services and Price/Costs                                    12/17/97
<PAGE>   8
RFP3-085970                                                            Section B


of the current period's available amount; provided, however, that when the
Contracting Officer determines that the Contractor will not achieve a level of
performance commensurate with the provisional rate, a payment of provisional fee
will be discontinued or reduced in such amounts as the Contracting Officer deems
appropriate. The Contracting Officer shall notify the Contractor in writing if
it is determined that such discontinuance or reduction is appropriate. The
determination is not subject to the Disputes Clause.

            (2) In the event the amount of fee earned, as determined by the FDO,
is less than the sum of provisional payments made for that period, the
Contractor will either credit the next payment voucher for the amount of
overpayment or refund the difference to the Government, as directed by the
Contracting Officer.

      (f) After 85 percent of the potential fee has been paid, the Contracting
Officer may direct the withholding of further payment of fee until a reserve is
set aside in an amount that the Contracting Officer considers necessary to
protect the Government's interest. This reserve shall not exceed 15 percent of
the total potential fee.

                                (End of Clause)

B.5   SUPPLIES AND/OR SERVICES TO BE FURNISHED (NASA 18-52.210-72) (SEPT 1990)

The Contractor shall provide all resources (except as may be expressly stated in
this contract as furnished by the Government) necessary to furnish the items in
accordance with the Statement of Work (SOW) in Section C.

                                (End of Clause)

                                (END OF SECTION)


                                   Page B - 4
Supplies or Services and Price/Costs                                    12/17/97
<PAGE>   9
RFP3-085970                                                            Section C


                     SECTION C - DESCRIPTION/SPECIFICATION
                                /WORK STATEMENT
                     -------------------------------------

                               STATEMENT OF WORK

                                      FOR

               SCIENTIFIC, ENGINEERING, TECHNICAL, ADMINISTRATIVE
                                AND RELATED TASKS

C.1   PURPOSE

This Statement of Work defines the requirements for performance-based technical
tasks to assist the NASA Lewis Research Center (LeRC) in meeting the objectives
of its research and development activities. These requirements include, but are
not limited to, technical tasks in the areas of aeronautics, microgravity
sciences, space power and propulsion and related science and technology.

C.2   SCOPE

The Contractor shall perform engineering, scientific, technical, administrative,
and related tasks, issued hereunder by the Contracting Officer, or his
authorized representative. These activities fall into broad categories as
outlined below, but need not be limited to the activities noted. Individual task
order requirements may involve any or all categories of activities. All tasks
issued under this contract shall be performance-based tasks.

In addition, within the scope of this Statement of Work, these performance-based
tasks will require either:

      (1)   application of the specialized skills of a single individual;

      (2)   a well-defined, multi-disciplined effort;

      (3)   or a well-defined, multi-disciplined effort with tasks which require
            close integration with tasks performed by NASA personnel to
            comprehensively address all facets of a complex research or flight
            program.

For each task the Contractor will also be responsible for estimating costs,
establishing budgets, developing a major milestone schedule, monitoring actual
progress against


                                    Page C -1
Description/Specification/ Work Statement                               12/17/97
<PAGE>   10
RFP3-085970                                                            Section C


plan, identifying problems, and taking appropriate corrective action. These
responsibilities are in addition to the actual execution of the technical
requirements.

Tasks will encompass the broad scope of mission responsibilities at the LeRC,
and include: research and technology, engineering design and development
operations and administration/management.

C.2.1 Research and Technology

      Develop and apply mathematical and theoretical analyses in engineering and
      science disciplines. Perform analytical and experimental investigations of
      concepts, components, and systems. Perform conceptual design studies of
      advanced propulsion and power components and systems, and perform mission
      analysis studies. Prepare and conduct tests and acquire data. Interpret
      and analyze test data. Develop, update, adapt and utilize computer
      application programs. Adapt computer programs to parallel processing
      hardware and workstation networking. Compare test data with calculated
      results. Prepare technical reports.

C.2.2 Operations

      Translate experimental requirements into designs and hardware. Design,
      develop, install, and maintain experimental systems. Develop test
      documentation including checkout, calibration, and operating procedures.
      Coordinate professional and technician groups supporting testing
      operations. Prepare safety documentation and participate in institutional
      and manned-flight phased safety reviews. Lead or conduct experimental
      tests. Validate data and prepare technical reports. Provide facility
      documentation and configuration control.

C.2.3 Engineering Design and Development

      Perform engineering and manufacturing for all phases of development of
      aeronautical and space systems. This includes conceptual formulation,
      requirements analysis, design, development, fabrication, functional and
      environmental test, assembly, integration, operation, operational software
      development, assurances of safety, reliability, and quality, and related
      analyses for space flight hardware flown on manned or unmanned vehicles.


                                    Page C-2
Description/Specification/Work Statement                                12/17/97
<PAGE>   11
RFP3-085970                                                            Section C


      For human-rated projects, also perform engineering in systems safety,
      materials, reliability, maintainability and associated analysis
      disciplines necessary to assure compliance with NASA manned space flight
      hardware requirements.

C.2.4 Administrative/Management

      Plan projects including resource requirements estimates, schedules, and
      progress evaluations. Develop and maintain record keeping systems,
      documentation, and schedules. Conduct workshops, symposiums and
      conferences. Prepare management information reports. Prepare technical
      presentation material. Edit reports and documentation for publication.

C.3   SPECIFIC WORK REQUIREMENTS

The work shall be accomplished at LeRC or at the Contractor's local facility,
with travel to other locations as required. Task orders will provide the
availability of Government facilities, laboratories, equipment, and support
services. All work performed under this contract shall be in accordance with
established and applicable LeRC documents for requirements, standards,
specifications and instructions such as shuffle safety requirements,
environmental impact statements, safety, reliability and quality assurance, and
engineering standards.

C.3.1 Typical Work Areas

Listed below are typical work areas to be performed under this contract The list
below is not all inclusive and Government reserves the right to require the
performance of work considered within C.2, "Scope."

      C.3.1.1 Perform conceptual design studies of advanced aircraft propulsion
              systems, hypersonic and gas turbine propulsion systems and
              components. Conduct engineering analysis and design of rotors,
              rotor blades, stator blades, bearings, seals, inlets, nozzles,
              combustors, instrumentation and other hardware in support of
              advanced aeronautical propulsion systems. Conduct experimental
              test programs.


                                    Page C-3
Description/Specification/Work Statement                                12/17/97
<PAGE>   12
RFP3-085970                                                            Section C


C.3.1.2    Perform research and development of instrumentation and control
           systems for aerospace applications. Develop high speed actuation
           systems, high response survey probes, and associated data acquisition
           systems for gas turbine engine research. Conduct engineering analysis
           and design of: control consoles, electrical systems for power,
           controls, and data processing; remotely controlled devices and
           instrumentation at high ambient and cryogenic temperatures.

C.3.1.3    Perform research on the use of optics in propulsion control systems.

C.3.1.4    Perform materials research activities for non-strategic alloys,
           thermal barrier coatings, degradation mechanisms, non-destructive
           evaluation, advanced ceramics, mechanical properties of ceramics,
           ceramics matrix composites, advanced composites for aircraft engine
           applications, and icephobic resins. Support research on the influence
           of low-gravity environments on solidification and containerless
           melting. Update computer models that relate microstructure to
           mechanical properties of materials. Maintain metallographic services
           for research programs.

C.3.1.5    Perform high-temperature fatigue crack initiation and propagation
           experiments on advanced metallic alloys, composites, and ceramics
           using computer-controlled, closed-loop testing machines.

C.3.1.6    Operate high temperature fatigue and structures experimental
           facilities involving controls instrumentation, data acquisition and
           servo-hydraulic loading systems.

C.3.1.7    Conduct studies in the area of tribology.

C.3.1.8    Perform experimental power-transfer research programs involving
           bearings, seals, shafting, gear and traction elements. Perform
           experimental research testing on conventional and hybrid advanced
           transmissions.


                                    Page C-4
Description/Specification/Work Statement                                12/17/97
<PAGE>   13
RFP3-085970                                                            Section C


C.3.1.9    Perform the engineering analysis and design of dynamic space power
           systems including Stirling, Brayton and Rankine energy conversion
           components, heat receiver/thermal storage, mirrors, and liquid
           droplet radiator thermal rejection systems.

C.3.1.10   Perform advanced space power systems research and development in such
           areas as photovoltaics, electrochemistry, power management and
           distribution, thermal systems and thermal management subsystems.
           Validate technology for advanced space power applications relating to
           low earth orbit space station power systems and space station power
           system evolutionary growth capabilities.

C.3.1.11   Perform advanced space propulsion systems research and development in
           such areas as Earth-to-Orbit vehicles, orbital transfer vehicles, and
           auxiliary propulsion for space platforms, spacecraft, launch and
           orbital transfer vehicles. Perform analyses of advanced space
           propulsion systems and mission scenarios. Conduct analysis and
           perform experiments to advance the technology of advanced space
           propulsion components.

C.3.1.12   Perform experimental and/or theoretical studies in the general area
           of reduced gravity fluid mechanics and present research results at
           technical meetings. Evaluate and demonstrate appropriate diagnostic
           techniques for selected reduced gravity fluids experiments.

C.3.1.13   Perform mechanical and electrical operations engineering in the LeRC
           Aeropropulsion test facilities, including the following functions:
           research test hardware design; daily test operations support;
           facility operation and maintenance; engineering associated with
           design, assembly, and operations of test support equipment, test
           instrumentation, data, and control systems; and computer simulation,
           engineering studies and analysis to support facility modifications,
           experiment design and experiment operation.


                                    Page C-5
Description/Specification/Work Statement                                12/17/97
<PAGE>   14
RFP3-085970                                                            Section C


C.3.1.14   Perform mechanical and electrical engineering activities required for
           the documentation, configuration control and maintenance of the LeRC
           Aeropropulsion test facilities.

C.3.1.15   Analyze and design the flow systems for jet fuels, gaseous or liquid
           hydrogen or oxygen, high pressure air, cryogenics, high vacuum and
           other fluids and mixtures.

C.3.1.16   Analyze and design closed-loop automatic controls for regulation of
           interactive hydraulic and pneumatic systems. This will require
           analysis of non-steady-state phenomena and transient response.
           Systems designed utilize computer type programmable controllers and
           micro processors.

C.3.1.17   Perform the engineering and electronic design of photovoltaic arrays,
           electrochemical energy storage, DC/AC high voltage power management
           and distribution components, subsystems, systems hardware and test
           facilities and electronic circuits and systems layouts and packaging
           for communications.

C.3.1.18   Analyze, design and develop Space Transportation System (STS or
           "Space Shuttle") and International Space Station flight experiments
           including requirements definition, software, configuration control,
           hardware fabrication, verification testing, logistics and support for
           shuttle integration.

C.3.1.19   Perform structural response analyses and experiments of aerospace
           power and propulsion system components considering nonlinearities due
           to high temperatures, unsteady aerodynamic and structural coupling,
           vibratory and transient structural response under centrifugal and
           gyroscopic loads. Perform analyses and experiments to support the
           development of nonlinear constitutive modeling theories.

C.3.1.20   Develop structural analysis computer codes including probabilistic
           analysis methods, structural tailoring and optimization, and fiber
           composite laminate analysis. Also, develop finite element models


                                    Page C-6
Description/Specification/Work Statement                                12/17/97
<PAGE>   15
RFP3-085970                                                            Section C


           and performing structural analyses of these models representing
           complex aerospace propulsion and power system components.

C.3.1.21   Develop and implement prediction codes for ice accretion. Develop
           experimental icing tests and methods. Analyze experimental icing
           data.

C.4   TASK ORDER ACCOUNTING

TASK ORDER DATABASE

The Contractor shall provide computer support services to the NASA COTR and
ACOTR to maintain a comprehensive task order status database. The database shall
provide administrative and financial information to track and monitor funding
and costing for each task order. The database shall also be capable of award fee
score input and data reduction.

TASK ORDER REPORTING

The Contractor shall provide a Technical Progress Report and a Cost Report for
each task order coinciding with the submission of the monthly 533M report.

The monthly Technical Progress Report will detail key technical accomplishments,
issues and action items. The report shall be forwarded to the Technical
Representative responsible for the task. A computer disk containing all the
technical progress reports will be forwarded to the COTR.

The monthly Cost Report will contain a detailed cost breakdown by cost element
for the current month, fiscal year, and contract to date charges- The report
will also reflect funding to date, funding balance and the current burnrate for
the task. The report shall be forwarded to the Technical Representative
responsible for the task.

C.5   OTHER REPORTS

From time to time the Contracting Officer or COTR may request special reports
which shall be provided.

                                   Page C - 7
Description/Specification/Work Statement                                12/17/97
<PAGE>   16
RFP3-085970                                                            Section D


                                   SECTION D

                             PACKAGING AND MARKING
                             ---------------------

D.1   MARKING INSTRUCTIONS (LERC 52.246-90) (JAN 1987)

      (a) The Contractor shall mark each shipment with the following
address(es):

      National Aeronautics and Space Administration
      Lewis Research Center
      21000 Brookpark Road
      Cleveland, OH 44135

      Receiving, Bldg. 21 (Attn: Sandra L. Hardy)

      (b) In addition, the contract number and the number of each container in
the shipment shall be marked in consecutive order, beginning with No. 1, on the
opposite side of each container.

      (c) Each container shall include a packing list.

                                (End of Clause)

                                (END OF SECTION)


                                    Page D-1
Packaging and Marking                                                   12/17/97
<PAGE>   17
RFP3-085970                                                            Section E


                                   SECTION E

                           INSPECTION AND ACCEPTANCE
                           -------------------------

E.1   LISTING OF CLAUSES INCORPORATED BY REFERENCE

      NOTICE: The following solicitation provisions and/or contract clauses
      pertinent to this section are hereby incorporated by reference:

      I.    FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>          <C>          <C>
            52.246-2     AUG 1996     INSPECTION OF SUPPLIES--FIXED PRICE

            52.246-3     APR 1984     INSPECTION OF SUPPLIES--COST-REIMBURSEMENT

            52.246-4     AUG 1996     INSPECTION OF SERVICES--FIXED PRICE

            52-246-5     APR 1984     INSPECTION OF SERVICES--COST-REIMBURSEMENT

            52-246-16    APR 1984     RESPONSIBILITY FOR SUPPLIES
</TABLE>

      II.   NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES

            No NASA by reference clauses in Section E.

                                 (End of Clause)

E.2   INSPECTION AND ACCEPTANCE (LERC 52.246-92) (JANUARY 1987)

      Final inspection and acceptance of all work performed under this contract,
including all deliverable items, will be performed at destination.

                                 (End of Clause)


                                   Page E - 1
Inspection and Acceptance                                               12/17/97
<PAGE>   18
RFP3-085970                                                            Section F


                                   SECTION F

                           DELIVERIES OR PERFORMANCE
                           -------------------------

F.1   LISTING OF CLAUSES INCORPORATED BY REFERENCE

      NOTICE: The following Federal Acquisition Regulation (FAR) contract
clauses pertinent to this section are hereby incorporated by reference:

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>          <C>          <C>
            52.211-15    SEP 1990     DEFENSE PRIORITY AND ALLOCATION
                                      REQUIREMENTS

            52.242-15    AUG 1989     STOP-WORK ORDER (ALTERNATE I) (APR 1984)

            52.242-17    APR 1984     GOVERNMENT DELAY OF WORK

            52.247-34    NOV 1991     F.O.B. DESTINATION
                                            (End of Clause)
</TABLE>

F.2   PRINCIPAL PLACE OF PERFORMANCE (12-202) (OCT 1985)

      The effort required under this contract shall be performed at NASA Lewis
Research Center.

                                 (End of Clause)

F.3   DPAS RATING (LeRC 52.212-101) (SEPT 1997)

      In accordance with Clause 52.211-15 of this contract, the rating is DO-C9.

                                 (End of Clause)


                                    Page F-1
Deliveries or Performance                                               12/17/97
<PAGE>   19
RFP3-085970                                                            Section F


F.4   PERIOD OF PERFORMANCE (LeRC 52.212-93) (JAN 1987)

      The period of performance hereunder shall be for a period of 27 months
commencing on the award of this contract. The period of performance is
anticipated to be January 1, 1998, through March 31, 2000.

                                 (End of Clause)

F.5   FINANCIAL MANAGEMENT REPORTS (533 REPORTS) FOR TASK ORDER CONTRACTS
      (LERC 52.227-116) (AUG 1996)

      A.    Required Reports

            The Contractor shall submit the following financial reports pursuant
to clause 18.52.242-73 "NASA Contractor Financial Management Reporting":

      |_|   Initial Financial Management Report (In NASA Form 533Q format)

      |_|   Monthly Contractor's Schedule Report

      |X|   NASA Form 533M (Monthly Contractor Financial Management Report)

      |_|   NASA Form 533Q (Quarterly Contractor Financial Management Report)

            (1) The 533 reports shall be prepared in accordance with the
instructions contained in the aforementioned clause, NPG 9501.2 (NASA Contractor
Financial Management Reporting) and on the reverse of the forms. The Internet
address for NPG 9501.2 is:

http://www.hq.nasa.gov/office/codeb/npg95012.htm

      B.    Report Periods, Dates and Submission

            (1) The cutoff date to be used for the 533 Reports is the closing
date of the Contractor's accounting month that has just been completed.

            (2) The first 533M Report shall be submitted within thirty (30)
calendar days after incurrence of cost and, as with all subsequent 533M reports,
is due not later than ten (10) working days after the close of the contractor's
accounting month.


                                    Page F -2
Deliveries or Performance                                               12/17/97
<PAGE>   20
RFP3-085970                                                            Section F


            (3) The reports shall be submitted in the number of copies and to
the addresses on the 533M Distribution List, which will be provided at contract
start.

                                 (End of Clause)

F.6   PHASE-IN AND PHASE-OUT

      (a)   Contractor Phase-In

            The services provided by this contract are vital to the Government's
overall effort, and continuity must be maintained at a consistently high level
without interruption. The Contractor shall meet full performance requirements
from the start date of the contract. The phase-in period shall be approximately
30 calendar days prior to the start date of the contract. Office space will be
provided by the Government during the phase-in period.

The Contractor shall support a weekly meeting with the preceding Contractor to
discuss/identify problems or areas requiring attention during this phase-in
period. The Contractor's phase-in plan shall be submitted in accordance with the
clause in Section L, SUBFACTOR 2, MANAGEMENT PLAN.

      (b)   Contractor Phase-Out

            Upon contract expiration, a successor may continue the work
requirements and the Contractor shall (1) furnish phase-in training and (2)
exercise its best efforts and cooperation to effect an orderly and efficient
transition to a successor commencing 60 days prior to contract expiration. The
Contractor shall support a weekly meeting with the successor Contractor to
discuss/identify problems or areas requiring attention during the phase-out
period.

            (1) The Contractor shall, upon the Contracting Officer's written
notice (a) furnish support for the subsequent contractor and phase-out services
for up to 60 days prior to contract expiration and (b) negotiate in good faith a
plan with a successor to determine the nature and extent of phase-in, phase-out
services required. The plan shall specify a training program and a date for
transferring responsibilities for each task described in the plan, and shall be
subject to Contracting Officer approval. The Contractor remains responsible for
the performance of this contract during phase-in for the subsequent contractor
and the phase-out period.

            (2) The Contractor shall allow as many personnel as practicable to
remain on the job to help the successor maintain the continuity and consistency
of the services required. The Contractor shall disclose necessary personnel
records and allow the successor to conduct on-site interviews with the
employees. If selected employees


                                   Page F - 3
Deliveries or Performance                                               12/17/97
<PAGE>   21
RFP3-085970                                                            Section F


are not agreeable to the change, the Contractor shall release them at a mutually
agreeable date and comply with Section I, FAR Clause 52.222-41, Service Contract
Act of 1965, As Amended (May 1989).

                                 (End of Clause)

                                (END OF SECTION)


                                   Page F - 4
Deliveries or Performance                                               12/17/97
<PAGE>   22
RFP3-085970                                                            Section G


                                   SECTION G

                          CONTRACT ADMINISTRATION DATA
                          ----------------------------

G.1   LISTING OF CLAUSES INCORPORATED BY REFERENCE

      NOTICE: The following solicitation provisions and/or contract clauses
      pertinent to this section are hereby incorporated by reference:

      I.    FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>          <C>          <C>
            52.245-5     JAN 1986     GOVERNMENT PROPERTY (COST REIMBURSEMENT,
                                      TIME AND MATERIAL, OR LABOR HOUR
                                      CONTRACTS)
</TABLE>

      II.   NASA FAR SUPPLEMENT (48 CER CHAPTER 18) CLAUSES

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>            <C>          <C>
            18-52.223-71   DEC 1988     FREQUENCY AUTHORIZATION
</TABLE>

                                 (End of Clause)

G.2   NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING
      (NFS 18-52.242-73) (JULY 1997)

      (a) The Contractor shall submit NASA Contractor Financial Management
Reports on NASA Forms 533 in accordance with the instructions in NASA Policy
Guidance (NPG) 9501.2, NASA Contractor Financial Management Reporting, and on
the reverse side of the forms, as supplemented in the Schedule of this contract
The detailed reporting categories to be used, which shall correlate with
technical and schedule reporting, shall be set forth in the Schedule. Contractor
implementation of reporting requirements under this clause shall include NASA
approval of the


                                   Page G - 1
Contract Administration Data                                            12/17/97
<PAGE>   23
RFP3-085970                                                            Section G


definitions of the content of each reporting category and give due regard to the
Contractor's established financial management information system.

      (b) Lower level detail used by the Contractor for its own management
purposes to validate information provided to NASA shall be compatible with NASA
requirements.

      (c) Reports shall be submitted in the number of copies, at the time, and
in the manner set forth in the Schedule or as designated in writing by the
Contracting Officer. Upon completion and acceptance by NASA of all contract line
items, the Contracting Officer may direct the Contractor to submit Form 533
reports on a quarterly basis only, report only when changes in actual cost
occur, or suspend reporting altogether.

      (d) The Contractor shall ensure that its Form 533 reports include accurate
subcontractor cost data, in the proper reporting categories, for the reporting
period.

      (e) If during the performance of this contract NASA requires a change in
the information or reporting requirements specified in the Schedule, or as
provided for in paragraph (a) or (c) of this clause, the Contracting Officer
shall effect that change in accordance with the Changes clause of this contract.

                                 (End of Clause)

G.3   TECHNICAL DIRECTION
      (NFS 18-52.242-70) (SEP 1993)

      (a) Performance of the work under this contract is subject to the written
technical direction of the Contracting Officer Technical Representative (COTR),
who shall be specifically appointed by the Contracting Officer in writing in
accordance with NASA FAR Supplement 18-42.270. "Technical direction" means a
directive to the Contractor that approves approaches, solutions, designs, or
refinements; fills in details or otherwise completes the general description of
work or documentation items; shifts emphasis among work areas or tasks; or
furnishes similar instruction to the Contractor. Technical direction includes
requiring studies and pursuit of certain lines of inquiry regarding matters
within the general tasks and requirements in Section C of this contract.

      (b) The COTR does not have the authority to, and shall not, issue any
instruction purporting to be technical direction that--

            (1) Constitutes an assignment of additional work outside the
statement of work;


                                   Page G - 2
Contract Administration Data                                            12/17/97
<PAGE>   24
RFP3-085970                                                            Section G


            (2) Constitutes a change as defined in the Changes clause;

            (3) Constitutes a basis for any increase or decease in the total
estimated contract cost the fixed fee (if any), or the time required for
contract performance;

            (4) Changes any of the expressed terms, conditions, or
specifications of the contract; or

            (5) Interferes with the Contractor's rights to perform the terms and
conditions of the contract.

      (c) All technical direction shall be issued in writing by the COTR.

      (d) If in the Contractor's opinion, any instruction or direction by the
COTR falls within any of the categories defined in paragraph (b) above, the
Contractor shall not proceed but shall notify the Contracting Officer in writing
within 5 working days after receiving it and shall request the Contracting
Officer to take action as described in this clause. Upon receiving this
notification, the Contracting Officer shall either issue an appropriate contract
modification within a reasonable time or advise the Contractor in writing within
30 days that the instruction or direction is--

            (1) Rescinded in its entirety; or

            (2) Within the requirements of the contract and does not constitute
a change under the Changes clause of the contract and that the Contractor should
proceed promptly with its performance.

      (e) Failure of the Contractor and Contracting Officer to agree that the
instruction or direction is both within the requirements of the contract and
does not constitute a change under the changes clause, or failure to agree upon
the contract action to be taken with respect to the instruction or direction,
shall be subject to the Disputes clause of this contract.

      (f) Any action(s) taken by the Contractor in response to any direction
given by any person other than the Contracting Officer or the COTR shall be at
the Contractor's risk.

                                 (End of Clause)


                                   Page G - 3
Contract Administration Data                                            12/17/97
<PAGE>   25
RFP3-085970                                                            Section G


G.4   CONTRACTOR REQUESTS FOR GOVERNMENT-OWNED EQUIPMENT
      (NES 18-52.245-70) (JULY 1997)

      (a) "Equipment" as used in this clause, means commercially available items
capable of stand-alone use, including those to be acquired for incorporation
into special test equipment or special tooling.

      (b) (1) Upon determination of need for any Government-owned equipment item
for performance of this contract the Contractor shall provide to the Contracting
Officer a written request justifying the need for the equipment and the reasons
why Contractor-owned property cannot be used, citing the applicable FAR or
contract authority for use of Government-owned equipment. Equipment being
acquired as a deliverable end item listed in the contract or as a component for
incorporation into a deliverable end item listed in the contract is exempt from
this requirement.

            (2) The Contractor's request shall include a description of the item
in sufficient detail to enable the Government to screen its inventories for
available equipment or to purchase equipment. For this purpose, the Contractor
shall (i) prepare a separate DD Form 1419, DOD Industrial Plant Equipment
Requisition, or equivalent format for each item requested and (ii) forward it
through the Contractor Officer to the Industrial Property Officer at the
cognizant NASA installation at least 30 days in advance of the date the
Contractor intends to acquire the item. Multiple units of identical items may be
requested on a single form. Instructions for preparing the DD Form 1419 are
contained in NASA FAR Supplement 1845.7102. If a certificate of nonavailability
is not received within that period, the Contractor may proceed to acquire the
item, subject to having obtained Contractor Officer consent if required, and
having complied with any other applicable provisions of this contract.

      (c) Contractors who are authorized to conduct their own screening using
the NASA Equipment Management System (NEMS) and other Government sources of
excess property shall provide the evidence of screening results with their
request for Contracting Officer consent Requests to purchase based on
unsuitability of items found shall include rationale for the determined
unsuitability.

                                 (End of Clause)


                                   Page G - 4
Contract Administration Data                                            12/17/97
<PAGE>   26
RFP3-085970                                                            Section G


G.5   INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY
      (NFS 18-52.245-71) (JULY 1997)

      (a) The Government property described in the clause at 18-52.245-77, List
of Installation Provided Property and Services, shall be made available to the
Contractor on a no-charge basis for use in performance of this contract. This
property shall be utilized only within the physical confines of the NASA
installation that provided the property. Under this clause, the Government
retains accountability for, and title to, the property, and the Contractor
assumes the following user responsibilities:

      See NASA Procedures and Guidance (NPG) 4200.1 'NASA Equipment Management
Manual', NPG 4200.2 'NASA Equipment Management User's Guide or Property
Custodians', NPG 4300.1 'NASA Personal Property Disposal', and NPG 4310.4
'Identification and Disposition of NASA Artifacts' for applicable user
responsibilities."

      The Contractor shall establish and adhere to a system of written
procedures for compliance with these user responsibilities. Such procedures must
include holding employees liable, when appropriate, for loss, damage, or
destruction of Government property.

      (b) (1) The official accountable recordkeeping, physical inventory,
financial control, and reporting of the property subject to this clause shall be
retained by the Government and accomplished by the installation Supply and
Equipment Management Officer (SEMO) and Financial Management Officer. If this
contract provides for the Contractor to acquire property, title to which will
vest in the Government the following additional procedures apply:

                  (i) The Contractor's purchase order shall require the vendor
to deliver the property to the installation central receiving area;

                  (ii) The Contractor shall furnish a copy of each purchase
order, prior to delivery by the vendor, to the installation central receiving
area:

                  (iii) The Contractor shall establish a record of the property
as required by FAR 45.5 and 1845.5 and furnish to the Industrial Property
Officer a DD Form 1149 Requisition and Invoice/Shipping Document (or
installation equivalent) to transfer accountability to the Government within 5
working days after receipt of the property by the Contractor. The Contractor is
accountable for all Contractor-acquired property until the property is
transferred to the Government's accountability.


                                   Page G - 5
Contract Administration Data                                            12/17/97
<PAGE>   27
RFP3-085970                                                            Section G


                  (iv) Contractor use of Government property at an off-site
location and off-site subcontractor use require advance approval of the
Contractor Officer and notification of the SEMO. The Contractor shall assume
accountability and financial reporting responsibility for such property. The
Contractor shall establish records and property control procedures and maintain
the property in accordance with the requirements of FAR Part 45.5 until its
return to the installation.

      (2) After transfer of accountability to the Government the Contractor
shall continue to maintain such internal records as are necessary to execute the
user responsibilities identified in paragraph (a) and document the acquisition,
billing, and disposition of the property. These records and supporting
documentation shall be made available, upon request to the SEMO and any other
authorized representatives of the Contracting Officer.

                                 (End of Clause)

G.6   LIABILITY FOR GOVERNMENT PROPERTY FURNISHED FOR REPAIR OR OTHER SERVICES
      (NFS 18-52.245-72) (MAR 1989)

      (a) This clause shall govern with respect to any Government property
furnished to the Contractor for repair or other services that is to be returned
to the Government. Such property, hereinafter referred to as "Government
property furnished for servicing," shall not be subject to any clause of this
contract entitled Government-Furnished Property or Government Property.

      (b) The official accountable record keeping and financial control and
reporting of the property subject to this clause shall be retained by the
Government. The Contractor shall maintain adequate records and procedures to
ensure that the Government property furnished for servicing can be readily
accounted for and identified at all times while in its custody or possession or
in the custody or possession of any subcontractor.

      (c) The Contractor shall be liable for any loss or destruction of or
damage to the Government property furnished for servicing (1) caused by the
Contractor's failure to exercise such care and diligence as a reasonable prudent
owner of similar property would exercise under similar circumstances, or (2)
sustained while the property is being worked upon and directly resulting from
that work, including, but not limited to, any repairing, adjusting, inspecting,
servicing, or maintenance operation. The Contractor shall not be liable for loss
or destruction of or damage to Government property furnished for servicing
resulting from any other cause except to the extent that


                                   Page G - 6
Contract Administration Data                                            12/17/97
<PAGE>   28
RFP3-085970                                                            Section G


the loss, destruction, or damage is covered by insurance (including
sell-insurance funds or reserves).

      (d) In addition to any insurance (including self-insurance funds or
reserves) carried by the Contractor and in effect on the date of this contract
affording protection in whole or in part against loss or destruction of or
damage to such Government property furnished for servicing, the amount and
coverage of which the Contractor agrees to maintain, the Contractor further
agrees to obtain any additional insurance covering such loss, destruction, or
damage that the Contracting Officer may from time to time require. The
requirements for this additional insurance shall be effected under the
procedures established by the FAR 52.243 changes clause of this contract.

      (e) The Contractor shall hold the Government harmless and shall indemnify
the Government against all claims for injury to persons or damage to property of
the Contractor or others arising from the Contractor's possession or use of the
Government property furnished for servicing or arising from the presence of that
property on the Contractor's premises or property.

                                 (End of Clause)

G.7   LIST OF INSTALLATION-ACCOUNTABLE PROPERTY AND SERVICES
      (NFS 18-52.245-77) (JUL 1997)(LeRC MODIFICATION)(LeRC 52.245-106)
      (AUG 1997)

      In accordance with the Installation-Accountable Government Property clause
of this contract, the Contractor is authorized use of the types of property and
services listed below, to the extent they are available, while on-site at the
NASA installation.

      (a) Office space, work area space, and utilities. The Contractor shall use
Government telephones for official purposes only. Pay telephone stations are
available for the convenience and use of employees in making unofficial calls,
both local and long distances.

      (b) General- and special-purpose equipment including office furniture.

            (1) Equipment to be made available to the Contractor for use in
performance of this contract on-site and at such other locations as approved by
the Contracting Officer is listed in Section J, Attachment B. The Government
retains accountability for this property under the Installation-Accountable
Government Property clause, regardless of its authorized location.

            (2) If the Contractor acquires property as a direct cost under this
contract, this property also shall become accountable to the Government upon its
entry


                                   Page G - 7
Contract Administration Data                                            12/17/97
<PAGE>   29
RFP3-085970                                                            Section G


into the NASA Equipment Management System (NEMS) in accordance with the property
reporting requirements of this contract.

            (3) The Contractor shall not bring on-site for use under this
contract any property owned or leased by the Contractor, or other property that
the Contractor is accountable for under any other Government contract, without
the Contracting Officer's prior written approval.

      (c)   Supplies from stores stock.

      (d)   Publications and blank forms stocked by the installation.

      (e)   Safety and fire protection for Contractor personnel and facilities.

      (f)   Installation services facilities:

                  Library
                  Credit Union
                  Day Care
                  Exchange Store (PX)
                  Learning Center
                  Visitor Information Center
                  Cafeteria

      (g)   Fitness Center facilities under the following conditions:

            (1) Applications shall be submitted to, and shall be processed by,
the support service contractor currently operating the Fitness Center for the
Government.

            (2) The procedure for receiving and processing applications,
obtaining a medical authorization from a licensed physician, and selection of
applications for participation will be similar to the procedure for Government
employees.

            (3) All individuals applying for participation shall sign a
statement waiving the Government from any liability for personal injury during
participation in Fitness Center activities.

      (h) In all instances of severe injury, or sudden life threatening illness
(e.g. heart attack), the Emergency Medical Technician Squad shall be summoned
immediately, by dialing 911. Referrals to tertiary care centers and for private
physicians will be made in cases requiring long term follow-up, or when specific
services required are unavailable on-site.


                                   Page G - 8
Contract Administration Data                                            12/17/97
<PAGE>   30
RFP3-085970                                                            Section G


            (i) Cafeteria privileges for Contractor employees during normal
operating hours.

            (j) Building maintenance for facilities occupied by Contractor
personnel.

            (k) Moving and hauling for office moves, movement of large
equipment, and delivery of supplies. Moving services shall be provided on-site,
as approved by the Contracting Officer.

            (l) The user responsibilities of the Contractor are defined in
paragraph (a) of the Installation-accountable Government Property clause.

                                 (End of Clause)

G.8   CONTRACTOR-FURNISHED TOOLS, EQUIPMENT AND MATERIAL

The Contractor shall provide all the necessary tools, equipment and materials to
perform the services outlined in the Statement of Work to the extent they are
not otherwise provided by the Government

When applicable to any of the Statement of Work tasks, direct-charge costs for
materials, replacement equipment, repair parts, and components shall be
allowable, provided the Contractor is authorized by the Contracting Officer or
his authorized representative to acquire such items in accordance with the
procedures outlined in the Statement of Work.

                                 (End of Clause)

G.9   OPTION TO PURCHASE CONTRACTOR EQUIPMENT (NOV 1996)

At the end of the contract period of performance, the Contractor grants the
Government options for the following: (1) The Contractor agrees to sell any
Contractor-owned property used in performance of this contract to a successor
Contractor at its depreciated value based on the Contractor's depreciation
schedule; or (2) The Contractor agrees to sell any Contractor-owned property
used in performance of this contract to the Government at its depreciated value
based on the Contractor's depreciation schedule; or (3) The Contractor agrees to
utilize the depreciated property on a follow-on contract if the Contractor is
the successor Contractor; or (4) the Contractor will sell the property for fair
market value within ninety (90) days after the end of the period of performance
and will credit the contract for the amount of any excess of the sale price
minus the depreciated value and selling expenses. The


                                   Page G - 9
Contract Administration Data                                            12/17/97
<PAGE>   31
RFP3-085970                                                            Section G


Government may exercise one of the above options by unilateral modification
issued to the Contractor not later than thirty (30) days after the end of the
contract period of performance.

                                 (End of Clause)

G.10  NASA PATENT REPRESENTATIVE
      (LeRC 52.227-106) (MAR 1988)

Reports, invention disclosures, etc., required under the Patent Rights clause of
this contract to be submitted to NASA Patent Counsel shall be directed to the
following named representative:

                  NASA Lewis Research Center
                  Patent Counsel, Mail Stop Le-Law
                  21000 Brookpark Road
                  Cleveland, OH 44135

                                 (End of Clause)

G.11  RIGHTS IN DATA
      (LERC 52.227-90) (JAN 1987)

The data required in Item (TBD) is defined as "unlimited rights data" in
accordance with the "Rights in Data - General" clause of this contract.

                                 (End of Clause)

G.12  SUBMISSION OF INVOICES FOR FIRM FIXED PRICE TASK ORDERS
      (NOV 1996)

The Contractor shall submit an invoice (original and two duplicate originals)
for payment of firm fixed price task orders no more frequently than monthly. The
invoice shall reference the task order number on the "Order for Supplies or
Services" (form 347) which sets forth the available funding (see clause B.4,
Contract Funding). The invoice shall identify each task order as a separate line
item.


                                   Page G - 10
Contract Administration Data                                            12/17/97
<PAGE>   32
RFP3-085970                                                            Section G


INVOICES FOR FIXED PRICE SHALL BE SUBMIITITED TO:

Financial Management Division
NASA Lewis Research Center
Mail Stop 500-303
21000 Brookpark Road
Cleveland, OH 44135-3191

                                 (End of Clause)

G.13  SUBMISSION OF VOUCHERS FOR COST REIMBURSABLE TASK ORDERS

      (a) Cost vouchers for payment of cost-reimbursement task orders shall
include a reference to this contract and task order number on the "order for
supplies or services" (Form 347) which sets forth the available funding (see
Clause B.3 Contract Funding). Public vouchers for payment shall be forwarded to
your cognizant DCAA office. This is the designated billing office for cost
vouchers for purposes of the Prompt Payment clause of this contract.

      (b) Cost vouchers, as submitted through DCAA, shall be accompanied by 2
copies of the NASA Form 533 designated to be delivered to the Cost Accounting
and Commercial Payments Branch as set forth in the Attachment H, entitled
"Individual Task Reporting Requirements" in Section J of this contract.

      (c) The Contractor shall prepare vouchers identifying all cost (including
G&A, COM, OH, etc.) for each task order as a separate line item as follows:

            (1) One original Standard Form (SF) 1034, SF 1035 or equivalent
Contractor's attachment.

            (2) Seven copies of SF 1034A, or equivalent Contractor's attachment.

            (3) The Contractor shall mark SF1034A copies 1,2,3,4 and such other
copies as may be directed by the Contracting Officer by insertion in the
memorandum block the names and addresses as follows:

                  (i)   Copy 1 - NASA Contracting Officer;
                  (ii)  Copy 2 - DCAA Auditor;
                  (iii) Copy 3 - Contractor;
                  (iv)  Copy 4 - Contract administration office, if delegated


                                   Page G - 11
Contract Administration Data                                            12/17/97
<PAGE>   33
RFP3-085970                                                            Section G


      (d) Fee vouchers for payment of fee shall be prepared similarly
identifying each Task as a separate line item in accordance with 18-52.216-76,
"Award Fee for Service Contracts" and be forwarded to:

                  NASA Lewis Research Center
                  Cost Accounting and Commercial Payment Branch
                  Mail Stop 500-303
                  21000 Brookpark Road
                  Cleveland, OH 44135

This is the designated billing office for fee vouchers for purposes of the
Prompt Payment clause of this contract.

      (e) In the event that amounts are withheld from payment in accordance with
provisions of this contract, a separate voucher for the amount withheld will be
required before payment for that amount may be made.

                                 (End of Clause)

G.14  CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR)
      (LeRC 52.242-92)

A Contracting Officer's Technical Representative (COTR) will be delegated under
this contract pursuant to the clause at 18-52.242-70 entitled "Technical
Direction." The Contractor will receive a copy of this delegation at the time of
award of any contract or shortly thereafter. This delegation will take place on
a NASA Form 1634 and will list not only the COTR delegated, but also his/her
duties and responsibilities. Throughout this solicitation/contract there may be
references made to a variety of different titles, including "NASA Project
Manager," "NASA Technical Monitor," and "NASA Contract Monitor;" unless
specifically stated otherwise, these refer to the COTR. For purposes of
monitoring Contractor performance, the COTR may elect to appoint technical
representatives (TR) to assemble performance data. Any such appointed will not
have authority to direct the Contractor in performing the services.

                                 (End of Clause)

G.15  INDIRECT COST CEILING
      (LeRC 52.231-90) (JAN 1996)

      (a)   Reimbursement Ceiling Rates, Definitions, and Exceptions:


                                   Page G - 12
Contract Administration Data                                            12/17/97
<PAGE>   34
RFP3-085970                                                            Section G


            (1) Final payment for Support Labor, Labor Overhead, and General and
Administrative (G&A) expenses will be based on the application of the actual
audited rate, but not in excess of the following ceilings:

<TABLE>
<CAPTION>
                                                    Ceiling Rates For Contractor
                                                         Fiscal Years (CFY)
Rate Category   Base To Which Rate Applies  CFY 1998     CFY 1999  CFY 2000
-------------   --------------------------  --------     --------  --------

<S>             <C>                          <C>          <C>       <C>
Support Labor   Technical Productive Labor
                Cost                         [ * ]        [ * ]     [ * ]

Labor Overhead  Technical Productive Labor
                Cost                         [ * ]        [ * ]     [ * ]

General and     Total Allowable Cost
Administrative  Excluding "Task Direct
(G&A) Expense   Charges" and Applicable
                G&A Expense.                 [ * ]        [ * ]     [ * ]
</TABLE>

            (2) Definitions:

                  (i) "Technical Productive Labor Cost" is the direct cost,
without any burdens, of ALL personnel charging directly to task orders EXCLUDING
the following personnel and/or functions:

                        (A)   Any Program Manager
                        (B)   Any Department Directors
                        (C)   Any Executive Secretary and
                        (D)   Any Administrative Function

                  (ii) "Program Manager" is the individual who runs the Dynacs
organization at LeRC. This person, regardless of title classification, would be
responsible for, but not limited to, the directing and carrying on of Dynacs'
business and/or affairs as they relate to the overall performance of the
contract at LeRC.

                  (iii) "Department Director" are those individuals who are one
level below the "Program Manager" and who are entrusted with the overall
direction and/or operations of the "technical departments" at LeRC. The
"technical departments" are: Aeromechanics, Aerospace Technology, Aeropropulsion
Systems, and Space Experiments.

                  (iv) "Executive Secretary" is the individual(s) who to a
substantial degree, directly or indirectly, provides the "Program Manager" with
secretarial support.


                                   Page G - 13
Contract Administration Data                                            12/17/97

*Confidential information has been omitted and filed separately with the
 Commission
<PAGE>   35
RFP3-085970                                                            Section G


                  (v) "Administrative Function" is any personnel performing work
that benefits and/or is necessary to the overall operation of the contract such
as, but not limited to, the areas of payroll, accounting, human resources,
property, and contract management.

                  (vi) "Support Labor" is the direct cost without burdens, of
the personnel listed in paragraphs two (2) through five (5) above. "Support
Labor" also includes ALL OTHER personnel not classified as "Technical Productive
Labor Cost" AND not a part of General and Administrative (G&A) Expense.

                  (vii) "Direct Cost" is that cost associated with any personnel
who is not in a paid absence status such as, but not limited to, vacation, sick,
or holiday leave AND which is properly recorded and charged to the contract in
accordance with both your written company policy AND your Government approved
accounting system.

                  (viii) "Task Direct Charges" is that cost which is directly
chargeable to a task order such as, but not limited to, travel and training
directly related to a specific task AND any equipment and material directly
related to, and/or necessary for, the performance of a specific task.

            (3)   Exceptions:

                  (i) Increased labor overhead and/or G&A expense costs during
the term of this contract that result from such items as statute, court
decisions and/or written rulings or regulations by the Internal Revenue Service
or other taxing authority may be cause for adjustment of the indirect ceiling
affected.

                  (ii) Notwithstanding the above paragraph, in the event that
the actual rates exceed their respective ceilings, all costs in excess of the
indirect ceilings are not reimbursable under this or any other Government
contract.

                  (iii) The Contractor shall advise the Contracting Officer of
any planned or approved accounting changes that would impact the subject rates
and demonstrate how the changes will impact the negotiated ceilings. The
Contracting Officer may agree to change the rate ceilings, if appropriate. Where
accounting changes have the effect of moving costs from one expense pool to
another that potentially results in a circumvention around a rate ceiling(s),
the Contracting Officer shall agree to only those rate ceiling changes that
either have no effect on or decrease the net effective cost chargeable to the
contract.


                                   Page G - 14
Contract Administration Data                                            12/17/97
<PAGE>   36
RFP3-085970                                                            Section G


      (b)   Provisional Indirect Billing Rates:

The Contractor may submit interim billings based on actual, cumulative pool
costs not to exceed the lesser of the ceiling rates per paragraph (a)(l) above
or the cognizant Government auditor-approved provisional billing rates.

To prevent substantial over or under payment (except where a ceiling is
reached), the provisional billing rates shall be reviewed at least annually by
the Contractor. Whenever actual rates are either 1) + or - 2.0% of the current
billing rate for "Support Labor" and/or 2) + or - 2.0% of the current billing
rate for labor overhead and/or 3) + or - 1.0% of the current billing rate for
G&A expense, the Contractor shall propose revisions for the NASA Contracting
Officer's approval. Proposed revisions are subject to review by Government
auditors.

                                 (End of Clause)

G.16  PAYMENT FOR OVERTIME PREMIUMS
      (FAR 52.222-2) (JUL 1990)

      (a) The use of overtime is authorized under this contract if the overtime
premium does not exceed $2,000 AND the overtime premium is paid for work--

            (1) Necessary to cope with emergencies such as those resulting from
accidents, natural disasters, breakdowns of production equipment or occasional
production bottlenecks of a sporadic nature;

            (2) By indirect-labor employees such as those performing duties in
connection with administration, protection, transportation, maintenance, standby
plant protection, operation of utilities, or accounting;

            (3) To perform tests, industrial processes, laboratory procedures,
loading or unloading of transportation conveyances, and operations in flight or
afloat that are continuous in nature and cannot reasonably be interrupted or
completed otherwise; or

            (4) That will result in lower overall costs to the Government.

      (b) Any request for estimated overtime premiums that exceeds the amount
specified above shall include all estimated overtime for contract completion and
shall-

            (1) Identify the work unit; e.g., department or section in which the
requested overtime will be used, together with present workload, staffing, and
other


                                   Page G - 15
Contract Administration Data                                            12/17/97
<PAGE>   37
RFP3-085970                                                            Section G


data of the affected unit sufficient to permit the Contracting Officer to
evaluate the necessity for the overtime;

            (2) Demonstrate the effect that denial of the request will have on
the contract delivery or performance schedule;

            (3) Identify the extent to which approval of overtime would affect
the performance or payments in connection with other Government contracts,
together with identification of each affected contract; and

            (4) Provide reasons why the required work cannot be performed by
using multi-shift operations or by employing additional personnel.

                                 (End of Clause)

G.17  CONTRACT ADMINISTRATION PLAN (NOV 1996)

In order to expedite administration of this contract the following delineation
of duties is provided. The individual or position designated as having
responsibility should be contacted for any questions, clarifications or
information regarding the function assigned:

      (a)   The Contracting Officer for this procurement is:

      Thomas A. Spicer
      Contracting Officer
      NASA-Lewis Research Center
      MS: 500-312
      21000 Brookpark Road
      Cleveland, OH 44135-3191
      Telephone: (216) 433-2762
      Facsimile: (216) 433-5489
      Internet: Thomas.A.Spicer@lerc.nasa.gov

      The Contracting Officer is responsible for:

            (1) All Pre-Award information, questions or data;

            (2) Freedom of Information Act inquiries;

            (3) All matters specified in Federal Acquisition Regulation (FAR)
42.302 and NASA FAR Supplement, except in those areas specifically designated as
the responsibility of someone else herein.


                                   Page G - 16
Contract Administration Data                                            12/30/97
<PAGE>   38
RFP3-085970                                                            Section G


      (b) The Contracting Officer's Technical Representative (COTR) for this
procurement is:

      Sandra L. Hardy
      Project Manager
      NASA-Lewis Research Center
      MS: 50-3
      21000 Brookpark Road
      Cleveland, OH 44135-3191
      Telephone: (216) 433-2278
      Facsimile: (216) 433-8054
      Internet: Sandra.L.Hardy@lerc.nasa.gov

      The COTR is responsible for:

            (1) All postaward information, questions or data;

            (2) Changes, questions or information regarding scope, terms or
conditions of the basic contract document;

            (3) Postaward conference if required;

            (4) Authorization to begin performance;

            (5) Certification of invoices for payment of fixed-priced task
orders;

            (6) Issuance of task orders

      (c) The COTR and Technical Representatives (TRs) are the Contract
Surveillance Representatives and are responsible for:

      (1)   Quality assurance of services performed and acceptance of services.

      (2)   Monitoring of Contractor performance. The TRs will be identified as
            task orders are issued.

(d)   The Paying Office for this contract is:

      Financial Management Division
      NASA-Lewis Research Center
      MS: 500-303
      21000 Brookpark Road
      Cleveland, OH 44135-3191


                                   Page G - 17
Contract Administration Data                                            12/17/97
<PAGE>   39
RFP3-085970                                                            Section G


      (1) The payment office is responsible for payment of proper invoices after
acceptance is documented.

                                 (End of Clause)

G.18  NON-FEE/PROFIT BEARING COSTS (NOV 1996)

Fee (on cost-reimbursable tasks) and profit (on fixed-price tasks) shall not be
allowed on costs for the acquisition of Government property, including general
purpose and special test or tooling equipment, and stores stock.

                                 (End of Clause)

G.19  PAYMENT OF FIXED FEE (FAR 1852.216-75) (DEC 1988)

The fixed fee shall be paid in monthly installments based upon the percentage of
completion of work as determined by the Contracting Officer.

                                 (End of Clause)

                                (END OF SECTION)


                                   Page G - 18
Contract Administration Data                                            12/17/97
<PAGE>   40
RFP3-085970                                                            Section H


                                    SECTION H

                          SPECIAL CONTRACT REQUIREMENTS
                          -----------------------------

H.1   LISTING OF CLAUSES INCORPORATED BY REFERENCE

      NOTICE: The following solicitation provisions and/or contract clauses
      pertinent to this section are hereby incorporated by reference:

      I.    FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>            <C>          <C>
            52-236-9      APR 1984      PROTECTION OF EXISTING VEGETATION,
                                        STRUCTURES, EQUIPMENT, UTILITIES AND
                                        IMPROVEMENTS
</TABLE>

      II.   NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>            <C>          <C>
            18-52.208-81   AUG 93       RESTRICTIONS ON PRINTING AND DUPLICATING

            18.52.223-70   MAR 97       SAFETY AND HEALTH

            18.52.242-72   AUG 92       OBSERVANCE OF LEGAL HOLIDAYS
                                        (ALTERNATE II) (SEP 89)
</TABLE>

                                 (End of Clause)


                                   Page H - 1
Special Contract Requirements                                           12/17/97
<PAGE>   41
RFP3-085970                                                            Section H


H.2   SECURITY REQUIREMENTS
      (FAR 52.204-2) (AUG 1996)

      (a) This clause applies to the extent that this contract involves access
to information classified "Confidential," "Secret," or "Top Secret."

      (b) The Contractor shall comply with (1) the Security Agreement (DD Form
441), including the "National Industrial Security Program Operating Manual" (DOD
5220.22-M), and (2) any revisions to that manual, notice of which has been
furnished to the Contractor.

      (c) If, subsequent to the date of this contract the security
classification or security requirements under this contract are changed by the
Government and if the changes cause an increase or decrease in security costs or
otherwise affect any other term or condition of this contract the contract shall
be subject to an equitable adjustment as if the changes were directed under the
Changes clause of this contract.

      (d) The Contractor agrees to insert terms that conform substantially to
the language of this clause, including this paragraph (d) but excluding any
reference to the Changes clause of this contract in all subcontracts under this
contract that involve access to classified information.

                                 (End of Clause)

H.3   SECURITY REQUIREMENTS FOR CONTRACTOR EMPLOYEES

The Contractor will coordinate with the COTR five (5) working days prior to the
release of a contractor employee. Badges will be retrieved on the employee's
last work day.

                                 (End of Clause)

H.4   SECURITY CLASSIFICATION REQUIREMENTS
      (NASA 18-52.204-75) (SEPTEMBER 1989)

Performance under this contract will involve access to and/or generation of
classified information, work in a security area, or both up to the level of
Secret.


                                   Page H - 2
Special Contract Requirements                                           12/17/97
<PAGE>   42
RFP3-085970                                                            Section H


See Federal Acquisition Regulation clause 52.204-2 in this contract and DD Form
254, Contract Security Classification Specification, Section J. Attachment D.

                                 (End of Clause)

H.5   SECURITY REQUIREMENTS FOR UNCLASSIFIED AUTOMATED INFORMATION RESOURCES
      (NFS 1852.204-76) (SEP 1993) (LeRC MODIFICATION) (JAN 1997)

      (a) The Contractor shall comply with the requirements outlined in the
current NASA Policy directive 2810.1, NASA Procedures and Guidance 2810.1 and
OHM A-130, Appendix III incorporated herein by reference. Copies may be obtained
from the Lewis Security Management Office (M.S. 21-5).

      (b) In addition to complying with any functional and technical security
requirements set forth in the schedule and clauses of this contract, the
contractor shall obtain special identification, as required by the Program
Manager or the Functional Organization Computer Security Official, for its
personnel who need unescorted or unsupervised physical or electronic access to
the following limited or controlled areas, systems, programs and/or data:

___TDB_____[List areas, systems, programs and/or data]__________

________________________________________________________________

________________________________________________________________

________________________________________________________________

________________________________________________________________

The Lewis Computer Security Manager will coordinate NASA Security policy and
guidelines applicable to each contractor through the appropriate Project
Computer Security personnel.

      (c) The Contractor's employees may be required to sign a computer access
user agreement before they are granted access to such areas, systems, programs
and/or data. It is the responsibility of the Contractor to ensure that its
employees sign the required access to the systems for any period exceeding six
months, the Contractor shall ensure that theft employee promptly sign the
appropriate access termination statement, and that the employee promptly returns
all access codes, cards, devices, identification codes, and passwords to the
appropriate Government personnel.


                                   Page H - 3
Special Contract Requirements                                           12/17/97
<PAGE>   43
RFP3-085970                                                            Section H


      (d) The Contractor shall ensure that all employees granted access to
Federal computer systems receive annual training in computer security. Any
course materials and/or instructors, if necessary, will be provided by the
Government. Scheduling and administration of the training shall be arranged by
the Contractor and coordinated through the appropriate Program Computer Security
personnel. The Contractor shall provide a statement to the Lewis Center Computer
Security Manager (CCSM) not less than annually that the training has been
conducted for all employees with access to Federal Automated Information
Resources.

      (e) Any breach of this clause or the contract shall be promptly reported
to the Contracting Officer.

      (f) The Contractor shall incorporate this clause in all subcontracts where
the requirements identified in this clause are applicable to the performance of
the subcontract.

                                 (End of Clause)

H.6   KEY PERSONNEL AND FACILITIES
      (NASA 18-52.235-71) (MARCH 1989)

      (a) The personnel and/or facilities listed below (or specified in the
contract Schedule) are considered essential to the work being performed under
this contract. Before removing, replacing, or diverting any of the listed or
specified personnel or facilities, the Contractor shall (1) notify the
Contracting Officer reasonably in advance and (2) submit justification
(including proposed substitutions) in sufficient detail to permit evaluation of
the impact on this contract.

      (b) The Contractor shall make no diversion without the Contracting
Officer's written consent; provided that the Contracting Officer may ratify in
writing the proposed change, and that ratification shall constitute the
Contracting Officer's consent required by this clause.

      (c) The list of personnel and/or facilities (shown below or as specified
in the contract Schedule) may, with the consent of the Contracting parties, be
amended from time to time during the course of the contract to add or delete
personnel and/or facilities


                                   Page H - 4
Special Contract Requirements                                           12/17/97
<PAGE>   44
RFP3-085970                                                            Section H

<TABLE>
<CAPTION>
             Personnel         Tide
             ---------         ----
             <S>               <C>
             Ed Tribble        General Manager
</TABLE>

                                 (End of Clause)

H.7   PENSION PORTABILITY
      (NFS 18-52.237-71) (JAN 1997)

      (a) In order for pension costs attributable to employees assigned to this
contract to be allowable costs under this contract, the plans covering such
employees must:

            (1) Comply with all applicable Government laws and regulations;

            (2) Be a defined contribution plan, or a multiparty defined benefit
plan operated under a collective bargaining agreement. In either case, the plan
must be portable, i.e., the plan follows the employee, not the employer;

            (3) Provide for 100 percent employee vesting at the earlier of one
year of continuous employee service or contract termination; and

            (4) Not be modified, terminated, or a new plan adopted without the
prior written approval of the cognizant NASA Contracting Officer.

      (b) The Contractor shall include paragraph (a) of this clause in
subcontracts for continuing services under a service contract if:

            (1) The prime contract requires pension portability;

            (2) The subcontracted labor dollars (excluding any burdens or
profit/fee) exceed $2,500,000 and ten percent of the total prime contract labor
dollars (excluding any burdens or profit/fee); and

            (3) Either of the following conditions exists:

                  (i) There is a continuing need for the same or similar
subcontract services for a minimum of five years (inclusive of options), and


                                   Page H - 5
Special Contract Requirements                                           12/17/97
<PAGE>   45
RFP3-085970                                                            Section H


if the subcontractor changes, a high percentage of the predecessor
subcontractor's employees are expected to remain with the program; or

                  (ii) The employees under a predecessor subcontract were
covered by a portable pension plan, a follow-on subcontract or a subcontract
consolidating existing services is awarded, and the total subcontract period
covered by the plan covers a minimum of five years (including both the
predecessor and successor subcontracts).

                                 (End of Clause)

H.8   CONTRACTORS' DUTIES AND RESPONSIBILITIES ON-SITE
      (LeRC 52.209-90) (OCT 1995)

      I.    BADGES

                  All Contractor personnel having a need to enter areas of the
Lewis Research Center or Plum Brook Station shall have an identification badge
or pass. This badge or pass shall be obtained at the entrance of the Lewis
Research Center or Plum Brook Station. In addition to the requirements contained
herein, the Contractor shall comply with LeRC management instruction LMZI
1900.3, Managing Conduct Issues Affecting the Center, incorporated herein by
reference and made a part hereof.

                  Resident Contractors (picture badged employees)

            (1) The on-site company supervisor will notify the Main Gate Badge
Clerk at PABX 3-2206 when a new employee is reporting to work. The Badge Clerk
will give the company supervisor specific instructions as to how the new
employee will be badged, photographed, fingerprinted, etc.

            (2) When an employee terminates and/or resigns employment, the
company supervisor will issue to the employee NASA Form C-10087, Non-NASA
Separation Clearance Record. The company supervisor or his designee will be
responsible for making an inquiry of all offices listed on the form to see if
the employee has any outstanding Government items. The employee will then take
this form to all offices that list he/she has outstanding items. The employees
last stop is for the return of their Government issued ID. badge.


                                   Page H - 6
Special Contract Requirements                                           12/17/97
<PAGE>   46
RFP3-085970                                                            Section H


            (3) Company supervisors are to ensure that the terminated and/or
resigned employee has returned his/her badge to the Main Gate Badge Clerk. Final
clearance of a Contractor upon completion of a contract will depend in part upon
accounting for all badges issued to employees during the performance of the
contract. It should be recognized that security badges are Government property
and any alteration or misuse of these badges may be prosecuted as a violation of
Section 499, Title 18, U.S. Code.

            Non-Resident Contractors (non-picture badged employees)

            (1) The Contractor's on-site supervisor shall comply with the Badge
and Property Regulations (NASA Form C-421) a copy of which will be given the
Contractor's supervisors at the time of the Construction Site Showing. The Badge
and Property Regulations are quoted below:

                  (A) The following regulations have been adopted governing the
control of Contractor's Badges at the Lewis Research Center.

                        1. Ensure that each company employee is in possession of
NASA Form C-9975 prior to reporting to work for badging purposes. Employees not
in possession of the above mentioned for will be delayed at the gate until such
time as the company supervisor/foreman or his representative reports to the Main
Gate with the appropriate paperwork for badging.

                        2. Report lost badges immediately.

                        3. Upon termination of duties, each employee's badge
will be collected and returned to the Main Gate Sergeant by the Contractor
supervisor/foreman. Final clearance of a Contractor upon completion of a
contract will depend in part upon the accounting for all badges issued to
employees during the performance of the contract. It should be recognized that
security badges are Government property and any alteration or misuse of these
badges may be prosecuted as a violation of Section 499, Title 18, U.S. Code.

II.   NASA-OWNED PROPERTY

      1. The term "NASA-Owned Property" refers to all controlled (tagged) and
non-tagged equipment library property, security badges, computer passwords and
other property furnished by the Government during the course of the contract.


                                   Page H - 7
Special Contract Requirements                                           12/17/97
<PAGE>   47
RFP3-085970                                                            Section H


      2. The Contractor shall ensure that all NASA-Owned property issued to its
employees is returned and in satisfactory condition upon termination of an
employee's duties. In cases where accountability for the property is transferred
from one employee to another, Equipment Services Office of the Logistics and
Technical Information Division must be notified. At the completion of the
Government contract, all property will be returned, and the contract value will
be adjusted for any property not accounted for.

      3. When access to Federal computer systems has been granted, the
Contractor shall ensure that its employees comply with the clause of the
contract entitled "SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION RESOURCES
(NFS 18-52.204-76) LeRC MODIFICATION (APRIL 1991)".

III.  EMERGENCIES

      1. The Contractor shall ensure that its employees are informed that
Emergency, Fire, Medical, Safety, and Security assistance can be summoned by
Dialing "911" on the Center's PABX telephone system. Emergencies are defined as
incidents involving serious personal injury or damage that causes a possible
hazardous condition, or any incidents that require immediate attention of the
Plant Protection Department or Security. All other medical treatment is the
responsibility of the Contractor.

      2. For incidents not classified as an emergency, contractor personnel
shall be instructed to immediately notify the Contracting Officer's Technical
Representative (COTR), Extension 3-2278 (rather than dialing "911") in the event
of an accident involving either personal injury or damage to property whether
public or private, including damage to motor vehicles. They shall cooperate
fully with the Government Accident Investigator and the Center Accident
Investigation Board. This cooperation shall include interviews at the accident
site and/or at a Board meeting.

      3. The Chairman of the appropriate Accident Investigation Board will
notify the Contractor through the COTR as to the date and time and location of
the Board meeting. The Board meetings will be held between the hours of 8:15
a.m. and 4:45 p.m. regular work days Monday through Friday.

      4. For Contractor duties where continuous manning of posts is mandatory
during a work shift, the Contractor shall provide substitute personnel as
required for manning these posts during the meeting of the Accident
Investigation Boards.


                                   Page H - 8
Special Contract Requirements                                           12/17/97
<PAGE>   48
RFP3-085970                                                            Section H


IV.   TRAFFIC

      1. The Contractor agrees to comply, and agrees to require that all of its
personnel will comply with all posted traffic signs, signals and instructions of
personnel assigned for traffic control and parking purposes and with the
provisions of NMI 1600.2 and NHB 1620.3 incorporated herein by reference and
made a part hereof.

      2. The Government reserves the right to bar from the Lewis Research Center
any Contractor employee who has failed to comply with such signs, signals,
instructions and the provisions of NMI 1600.2 and NHB 1620.3. The period of the
bar shall be as determined appropriate by the Contracting Officer subject to the
provisions of NMI 1600.2 and NHB 1620.3. The Contracting Officer will notify the
Contractor in writing, setting forth the name(s) of the affected employees(s)
and the time period(s) of the bar(s). No action by the Government in barring any
Contractor employee from the Lewis Research Center shall be the basis for any
claim whatever by the Contractor under this contract, nor shall it excuse the
Contractor from complying with any provision of this contract.

V.    ON-SITE STANDARDS OF CONDUCT

      1. The Contractor's entry onto the Center shall be pursuant to fulfilling
its contractual obligations, and any related activities thereto. Contractor
personnel gaining access to Lewis facilities are required to certify that they
meet the minimum ethical standards for entry onto a Government facility.
Falsification of this certification could lead to criminal prosecution.

      2. The Contractor agrees to comply, and agrees to require that all of its
personnel will comply with all applicable Federal and State statutes and
regulations, NASA Management Instructions (NMI's), Lewis Management Instructions
(LMT's), and other regulations pertaining to personal conduct while on-site. Any
conduct prejudicial to the efficient operation of the Center shall be cause for
removal from the Center.

VI.   PROHIBITION OF FIREARMS

Firearms or weapons of any kind are strictly prohibited at the Lewis Research
Center.

VII.  SECURITY INCIDENTS

Theft of Property, Bomb threats, malicious damage and any other threat or
violent situations shall be immediately reported to the Security Office.


                                   Page H - 9
Special Contract Requirements                                           12/17/97
<PAGE>   49
RFP3-085970                                                            Section H


VIII. PROPERTY PASSES

The Contractor shall comply with the requirements of LMI 4070.1, "Removal of
Property From Lewis Research Center by Means Other Than Shipping." In accordance
with the LMI, a Property Pass (NASA Form C-702) is required for the removal of
all Contractor owned property and equipment and must be presented to the gate
guard upon exit. This form can be obtained from the COTR (or designee) or the
Lewis employee responsible for the Contractor's presence on the Center premises.
This form must contain a complete description of the material/equipment being
removed and should be signed by the authorized Government employee. Material
relating to a specific contract or purchase order must be identified by
insertion of the appropriate contract/purchase order number on the pass by the
COTR or designee.

IX.   AFTER-HOUR ACCESS

During normal working hours, 7:00 a.m. to 5:30 p.m. Monday through Friday, the
guards at the gates will permit your entrance and departure. At any other time
(other than normal hours), advance clearance is required, and may be obtained
through the Lewis/Plum Brook COTR or Inspector who will then make the request to
the Main Gate Sergeant PABX 3-2204 at Lewis and 3-3221 at Plum Brook. After-hour
clearances as approved by the COTR or Inspector are certification to the guards
as authority for admittance of a Contractor during off hours, including
Saturdays, Sundays, and Holidays.

                                 (End of Clause)

H.9   DETERMINATIONS OF WAGE REASONABLENESS DURING CONTRACT PERFORMANCE AND
      PRIOR TO EXERCISE OF OPTIONS
      (LeRC 52.215-112) (SEP 1992)

      (a) The Contractor is required to notify the Government at any time during
the performance of this contract when a general wage increase is contemplated
for any groups of their employees.

                                 (End of Clause)


                                   Page H - 10
Special Contract Requirements                                           12/17/97
<PAGE>   50
RFP3-085970                                                            Section H


H.l0  TASK ORDERING PROCEDURES

All services performed under this contract shall be subject to the Task Ordering
Procedures:

All work on the contract will be accomplished through the issuance of
performance based task orders.

Individual Task Orders may be either fixed-price or cost reimbursable.

The Contracting Officer's Technical Representative (COTR) or the Alternate COTR
will provide a task order statement of work (SOW) and a purchase request (PR) to
the contractor for each task order (TO). TOs will only be requested when the
work to be performed is within the scope of the SOW of the contract. if the
contractor believes the effort is outside the SOW of the contract, the
contractor should immediately notify the COTR.

The contractor is to provide an original and one copy of its Task Plan to the
COTR within ten days of the receipt of the request. The contractor will also
prepare and provide an Optional Form 347 to be used for funding purposes. These
documents are to be forwarded to the COTR.

The COTR will forward a copy of the Task Plan to the appointed NASA Technical
Representative (TR) for review and approval. (The TR will be a NASA employee
appointed by the COTR to monitor the work and assist the COTR. in the
performance of his/her duties.) if no corrections are to be made, the COTR. will
give the contractor a copy of the Task Plan approval letter (signed by the COTR
and TR) and the original Optional Form 347 signed by the Contracting Officer
(CO). Work can only begin after both the receipt of the approval letter and the
signed Optional Form 347.

The TO can be amended to increase or decrease the scope of work and/or change
the schedule. The same procedures are used.

The approved Task Plan represents the baseline for the Task Order to be used for
cost reporting.

At no time can work be performed on a Task Order unless there are funds on the
task order to cover the work. If a TO runs out of money at any time, the
contractor must stop work.


                                   Page H - 11
Special Contract Requirements                                           12/17/97
<PAGE>   51
RFP3-085970                                                            Section H


In the event there is a conflict between the requirements of the Task Order and
the Contractor's approved Task Plan, the Task Order will prevail.

If at any time during the performance of a TO, NASA wishes to discontinue work,
a Stop Work Order will be issued by the CO.

TASK ORDER RESPONSE FORMAT

The following outline is to be used by the contractor for each Task Order
Response:

Task Order Response
Contractor Name
Contract Number
Task Order Number (with Amendment No., if applicable):
Requester:               Requester Organization Code:
Task Title:

Background: This paragraph provides the background of the Organization
performing the work, with a statement of how this work fits into the overall
effort work effort of the organization.

Broad Scope of Work: This paragraph describes what is to be accomplished and the
primary emphasis of the work.

Specific Work Elements:

Specific Deliverables: Provides dates for the deliverables.

Government Furnished Property:

Personnel Profile: Define the personnel to accomplish the work.

Period of Performance: Include beginning and end dates.


                                   Page H - 12
Special Contract Requirements                                           12/17/97
<PAGE>   52
RFP3-085970                                                            Section H


Cost/Price Estimate (Separate page)
Actuals Through (if the response is an amendment)

                         Period by FY

Technical Labor
Support Labor
Labor O/H
Task Direct Charges
     Equipment/Maintenance
     Travel
     Subcontract(s)
     Other Task Direct
G&A
Award Fee/Profit

Total Price
Hours Estimate                 Period by FY

Labor Categories
Actual Hours (if amendment)

Total Labor Hours

Award Fee Scoring Sheet (Separate Page)

                                 (End of Clause)

H.l1  SAFETY AND HEALTH REPORTING REQUIREMENTS
      (LERC 52.223-93) (MAR 1990)

Pursuant to the "SAFETY AND HEALTH (NFS 18-52.223-70)" clause of this contract
the following listed topics shall be reported to the Contracting Officer, or
designee:


                                   Page H - 13
Special Contract Requirements                                           12/17/97
<PAGE>   53
RFP3-085970                                                            Section H


                                                        DELIVER TO:
(a) Accidents, incidents, or exposure resulting         COTR and the
in fatality, lost-time, occupational disease,           Office of
contamination of property, and property loss of         Mission Safety
$25,000 or more. Copies 1 each.                         and Assurance

(b) Mishaps shall be reported and recorded in           COTR
accordance with applicable OSHA regulations on
NASA Form 1627, NASA Mishap Report.

(c) Corrective action(s) taken as a result of           COTR
safety infractions as reported on Safety and
Health Inspection Report NASA-C-151a.

                                 (End of Clause)

H.12  GOVERNMENT-SPONSORED EDUCATION PROGRAMS
      (LERC 52.237-93) (JUN 1987)

      (a) At any time during the period of this contract the Government may, by
written notice, require the Contractor to participate in Government-sponsored
education programs. Such notice will be issued by the Contracting Officer to his
authorized representative, at least 30 days prior to the required participation.
Upon receipt of such notice, the Contractor shall notify his eligible employees
of the program, and require and schedule their participation.

      (b) The Contractor will not be required to bear any cost of the conduct of
the program, nor will he be required to replace employees while they are
participating in the program, unless continuous staffing is required by a
specific contract provision. In the latter case, an equitable adjustment to the
"Changes" clause of this contract.

      (c) The programs contemplated by this provision are general-interest
areas, such as safety, civil rights, equal employment opportunity, etc.

                                 (End of Clause)


                                   Page H - 14
Special Contract Requirements                                           12/17/97
<PAGE>   54
RFP3-085970                                                            Section H


H.13  SUBCONTRACTING (LERC 52.244-90) (AUG 1989)

      (a) In the event the Contractor desires to have subcontractors perform any
portion of the work covered by this contract, the Contractor is hereby required
to submit the name and address of the subcontractor and the category of work
they will perform, prior to the start of any field work by the subcontractor.

      (b) The contractor shall also submit prior to the start of any field work
by the subcontractor, evidence of the subcontractor's compliance with the
insurance requirements as set forth in contract Clause 52.228-5 entitled
"INSURANCE - WORK ON A GOVERNMENT INSTALLATION" and Clause 18-52.228-75 entitled
"MINIMUM INSURANCE COVERAGE".

      (c) Failure of the Contractor to comply with these requirements will be
cause for the Government to bar the subcontractors, singly or collectively, from
access to the site of the work; or to stop the work from being performed by such
subcontractors, singly or collectively; until the insurance requirements have
been complied with. Such stoppage of work will not be considered cause for
equitable adjustment for time or money under the applicable clauses of the
contract.

                                 (End of Clause)

H.14  FACILITY LEASE ASSIGNMENT (LERC 52.244-91) (OCT 1992)

      (a) Pursuant to the clause 52.244-2, entitled "Subcontracts Under
Cost-Reimbursement and Letter Contracts", the Contractor shall submit for
written approval by the Contracting Officer, all facility, furniture, ADPE and
other applied equipment lease agreements pertaining to any off-site facility
where the aggregate amount is $100,000.00 or more inclusive of fee. These
agreements are considered to be subcontracts designated for special
surveillance.

      (b) The Contractor hereby agrees, at the direction of the Government to
assign any and all facility leases, pertaining to contract operation and
occupancy to the successful follow-on contractor to this contract The lease
shall be assigned within 90 days after receipt of direction by the Government
and without further cost or expense to the Government.


                                   Page H - 15
Special Contract Requirements                                           12/17/97
<PAGE>   55
RFP3-085970                                                            Section H


      (c) The lease shall contain a clause with respect to 'Lease Cancellation
Privileges" which will be mutually agreeable to the Contractor and the
Government.

      (d) The total of all costs for facilities shall not exceed a total amount
of $2,800,000 over the expected 27 months life of this contract.

                                 (End of Clause)

                                (END OF SECTION)


                                   Page H - 16
Special Contract Requirements                                           12/17/97
<PAGE>   56
RFP3-085970                                                            Section I


                                    SECTION I

                                CONTRACT CLAUSES
                                ----------------

I.1   LISTING OF CLAUSES INCORPORATED BY REFERENCE

      This contract incorporates the following clauses by reference to their
      text in the FAR, with the same force and effect as if they were provided
      in full text herein. Upon request, the Contracting Officer will make their
      full text available.

      I.    FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>            <C>          <C>
            52.202-1       OCT 1995     DEFINITIONS

            52.203-3       APR 1984     GRATUITIES

            52.203-5       APR 1984     COVENANT AGAINST CONTINGENT FEES

            52.203-6       JUL 1995     RESTRICTIONS ON SUBCONTRACTOR
                                        SALES TO THE GOVERNMENT

            52.203-7       JUL 1995     ANTI-KICKBACK PROCEDURES

            52.203-10      JAN 1997     PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR
                                        IMPROPER ACTIVITY

            52.203-12      JUNE 1997    LIMITATION ON PAYMENTS TO INFLUENCE
                                        CERTAIN FEDERAL TRANSACTIONS

            52.204-4       JUNE 1996    PRINTING/COPYING DOUBLE-SIDED ON
                                        RECYCLED PAPER

            52.207-5       FEB 1995     OPTION TO PURCHASE EQUIPMENT
</TABLE>


                                   Page I - 1
Contract Clauses                                                        12/17/97
<PAGE>   57
RFP3-085970                                                            Section I


<TABLE>
<CAPTION>
            <S>            <C>          <C>
            52.209-6       JUL 1995     PROTECTING THE GOVERNMENT'S INTEREST
                                        WHEN SUBCONTRACTING WITH CONTRACTORS
                                        DEBARRED, SUSPENDED, OR PROPOSED FOR
                                        DEBARMENT

            52.211-15      SEP 1990     DEFENSE PRIORITY AND ALLOCATION
                                        REQUIREMENTS

            52.215-2       AUG 1996     AUDIT AND RECORDS--NEGOTIATION

            52.215-27      MAR 1996     TERMINATION OF DEFINED BENEFIT PENSION
                                        PLANS

            52.215-30      SEP 1987     FACILITIES CAPITAL COST OF MONEY

            52.215-33      JAN 1986     ORDER OF PRECEDENCE

            52.215-39      MAR 1996     REVERSION OR ADJUSTMENT OF PLANS FOR
                                        POST RETIREMENT BENEFITS (PRB) OTHER
                                        THAN PENSIONS

            52.215-40      FEB 1995     NOTIFICATION OF OWNERSHIP CHANGES

            52.216-22      OCT 1995     INDEFINITE QUANTITY

            52.219-8       JUN 1997     UTILIZATION OF SMALL, SMALL
                                        DISADVANTAGED, AND WOMEN-OWNED SMALL
                                        BUSINESS CONCERNS

            52.222-1       FEB 1997     NOTICE TO THE GOVERNMENT OF LABOR
                                        DISPUTES

            52.222-3       AUG 1996     CONVICT LABOR

            52.222-4       JUL 1995     CONTRACT WORK HOURS AND SAFETY STANDARDS
                                        ACT - OVERTIME COMPENSATION
</TABLE>


                                   Page I - 2
Contract Clauses                                                        12/17/97
<PAGE>   58
RFP3-085970                                                            Section I


<TABLE>
<CAPTION>
            <S>            <C>          <C>
            52.222-28      APR 1984     EQUAL OPPORTUNITY PREAWARD CLEARANCE OF
                                        SUBCONTRACTS

            52.222-37      JAN 1988     EMPLOYMENT REPORTS ON SPECIAL DISABLED
                                        VETERANS AND VETERANS OF THE VIETNAM ERA

            52.223-2       APR 1984     CLEAN AIR AND WATER

            52.223-6       JAN 1997     DRUG FREE WORKPLACE

            52.223-10      MAY 1995     WASTE REDUCTION PROGRAM

            52.223-14      OCT 1996     TOXIC CHEMICAL RELEASE REPORTING

            52.224-1       APR 1984     PRIVACY ACT NOTIFICATION

            52.224-2       APR 1984     PRIVACY ACT

            52.225-9       JAN 1996     BUY AMERICAN ACT-- TRADE AGREEMENT ACT -
                                        BALANCE OF PAYMENTS PROGRAM

            52.225-11      OCT 1996     RESTRICTIONS ON CERTAIN FOREIGN
                                        PURCHASES

            52.227-1       JUL 1995     AUTHORIZATION AND CONSENT

            52.227-2       AUG 1996     NOTICE AND ASSISTANCE REGARDING PATENT
                                        AND COPYRIGHT INFRINGEMENT

            52.228-5       JAN 1997     INSURANCE--WORK ON A GOVERNMENT
                                        INSTALLATION

            52.228-7       MAR 1996     INSURANCE--LIABILITY TO THIRD PERSONS

            52.229-3       JAN 1991     FEDERAL, STATE, AND LOCAL TAXES

            52.229-5       APR 1984     TAXES--CONTRACTS PERFORMED IN U.S.
                                        POSSESSIONS OR PUERTO RICO
</TABLE>


                                   Page I - 3
Contract Clauses                                                        12/17/97
<PAGE>   59
RFP3-085970                                                            Section I


<TABLE>
<CAPTION>
            <S>            <C>          <C>
            52.232-1       APR 1984     PAYMENTS

            52.232-8       MAY 1997     DISCOUNTS FOR PROMPT PAYMENT

            52.232-9       APR 1984     LIMITATION ON WITHHOLDING OF PAYMENTS

            52.232-11      APR 1984     EXTRAS

            52.232-17      JUN 1996     INTEREST

            52.232-18      APR 1984     AVAILABILITY OF FUNDS

            52.232-22      APR 1984     LIMITATION OF FUNDS

            52.232-23      JAN 1986     ASSIGNMENT OF CLAIMS

            52.232-25      JUN 1997     PROMPT PAYMENT

            52.233-1       OCT 1995     DISPUTES

            52.233-3       AUG 1996     PROTEST AFTER AWARD

            52.237-2       APR 1984     PROTECTION OF GOVERNMENT BUILDINGS,
                                        EQUIPMENT, AND VEGETATION

            52.237-3       JAN 1991     CONTINUITY OF SERVICES

            52.242-3       OCT 1995     PENALTIES FOR UNALLOWABLE COSTS

            52.242-13      JUL 1995     BANKRUPTCY

            52.243-1       AUG 1987     CHANGES--FIXED PRICE (ALTERNATE I) (APR
                                        1984)

            52.243-2       AUG 1987     CHANGES--COST-REIMBURSEMENT (ALTERNATE
                                        I) (APR 1984)

            52.244-1       FEB 1995     SUBCONTRACTS (FIXED-PRICE CONTRACTS)

            52.244-5       DEC 1996     COMPETITION IN SUBCONTRACTING
</TABLE>


                                   Page I - 4
Contract Clauses                                                        12/17/97
<PAGE>   60
RFP3-085970                                                            Section I


<TABLE>
<CAPTION>
            <S>            <C>          <C>
            52.244-6       OCT 1995     SUBCONTRACTS FOR COMMERCIAL ITEMS AND
                                        COMMERCIAL COMPONENTS

            52.245-2       DEC 1989     GOVERNMENT PROPERTY (FIXED-PRICE
                                        CONTRACTS)

            52.245-5       JAN 1986     GOVERNMENT PROPERTY (COST-REIMBURSEMENT,
                                        TIME-AND-MATERIAL, OR LABOR-HOUR
                                        CONTRACTS) (DEV)

            52.246-16      APR 1984     RESPONSIBILITY FOR SUPPLIES

            52.246-25      FEB 1997     LIMITATION OF LIABILITY -- SERVICES

            52.247-63      JAN 1997     PREFERENCE FOR U.S. FLAG AIR CARRIERS

            52.249-2       SEP 1996     TERMINATION FOR CONVENIENCE OF THE
                                        GOVERNMENT (FIXED-PRICE)

            52.249-6       SEP 1996     TERMINATION (COST-REIMBURSEMENT)

            52.249-8       APR 1984     DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)

            52.249-14      APR 1984     EXCUSABLE DELAYS

            52.251-1       APR 1984     GOVERNMENT SUPPLY SOURCES

            52.253-1       JAN 1991     COMPUTER GENERATED FORMS
</TABLE>


                                   Page I - 5
Contract Clauses                                                        12/17/97
<PAGE>   61
RFP3-085970                                                            Section I


      II.   NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES

<TABLE>
<CAPTION>
            CLAUSE
            NUMBER          DATE                 TITLE
            ------          ----                 -----
            <S>            <C>          <C>
            18-52.209-72   DEC 1988     COMPOSITION OF THE CONTRACTOR

            18-52.219-74   SEP 1990     USE OF RURAL AREA SMALL BUSINESSES

            18-52.219-77   JUL 1997     NASA MENTOR-PROTEGE PROGRAM

            18-52.231-70   JUN 1995     PRECONTRACT COSTS
</TABLE>

                                 (End of Clause)

I.2   APPROVAL OF CONTRACT

This contract is subject to the written approval of the Procurement Officer and
shall not be binding until so approved.

                                 (End of Clause)

I.3   REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR
      PRICING DATA (FAR 52.215-41) (JAN 1997) ALTERNATE IV (OCT 1995)

      (a)   Submission of cost or pricing data is not required.

      (b)   Provide information described below:

            See Section L, paragraph 28, form A, A.1, B, C, D and SF 1448.

                                 (End of Clause)


                                   Page I - 6
Contract Clauses                                                        12/17/97
<PAGE>   62

RFP3-085970                                                           Section I


I.4   REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR
      PRICING DATA-MODIFICATIONS (FAR 52.215-42) (JAN 1997)

      (a) Exceptions from cost or pricing data. (1) In lieu of submitting cost
or pricing data for modifications under this contract, for price adjustments
expected to exceed the threshold set forth at FAR 15.804-2(a)(1) on the date of
the agreement on price or the date of the award, whichever is later, the
Contractor may submit a written request for exception by submitting the
information described in the following subparagraphs. The Contracting Officer
may require additional supporting information, but only to the extent necessary
to determine whether an exception should be granted, and whether the price is
fair and reasonable.

            (i) Identification of the law or regulation establishing the price
offered. if the price is controlled under law by periodic rulings, reviews, or
similar actions of a governmental body, attach a copy of the controlling
document, unless it was previously submitted to the contracting office.

            (ii) Information on modifications of contracts or subcontracts for
commercial items.

                  (A) if (1) the original contract or subcontract was granted an
exception from cost or pricing data requirements because the price agreed upon
was based on adequate price competition, or prices set by law or regulation, or
was a contract or subcontract for the acquisition of a commercial item, and (2)
the modification (to the contract or subcontract) is not exempted based on one
of these exceptions, then the Contractor may provide information to establish
that the modification would not change the contract or subcontract from a
contract or subcontract for the acquisition of a commercial item to a contract
or subcontract for the acquisition of an item other than a commercial item.

                  (B) For a commercial item exception, the Contractor shall
provide, at a minimum, information on prices at which the same item or similar
items have previously been sold that is adequate for evaluating the
reasonableness of the price of the modification. Such information may include:

                        (1) For catalog items, a copy of or identification of
the catalog and its date, or the appropriate pages for the offered items, or a
statement that the catalog is on file in the buying office to which the proposal
is being submitted. Provide a copy or describe current discount policies and
price lists (published or unpublished), e.g., wholesale, original equipment
manufacturer, or reseller. Also


                                    Page I-7
Contract Clauses                                                        12/17/97
<PAGE>   63

RFP3-085970                                                           Section I

explain the basis of each offered price and its relationship to the established
catalog price, including how the proposed price relates to the price of recent
sales in quantities similar to the proposed quantities.

                        (2) For market-priced items, the source and date or
period of the market quotation or other basis for market price, the base amount,
and applicable discounts. In addition, describe the nature of the market.

                        (3) For items included on an active Federal Supply
Service Multiple Award Schedule contract, proof that an exception has been
granted for the schedule item.

                        (4) The Contractor grants the Contracting Officer or an
authorized representative the right to examine, at any time before award, books,
records, documents, or other directly pertinent records to verify any request
for an exception under this clause, and the reasonableness of price. Access does
not extend to cost or profit information or other data relevant solely to the
Contractor's determination of the prices to be offered in the catalog or
marketplace.

      (b) Requirements for cost or pricing data. If the Contractor is not
granted an exception from the requirement to submit cost or pricing data, the
following applies:

            (1) The Contractor shall submit cost or pricing data on Standard
Form (SF) 1411, Contract Pricing Proposal Cover Sheet (Cost or Pricing Data
Required), with supporting attachments prepared in accordance with Table 15-2 of
FAR 15.804-6(b)(2).

            (2) As soon as practical after agreement on price, but before award
(except for unpriced actions), the Contractor shall submit a Certificate of
Current Cost or Pricing Data, as prescribed by FAR 15.804-4.

                                 (End of Clause)


I.5   LIMITATIONS ON SUBCONTRACTING (FAR 52.219-14) (DEC 1996)

      (a) This clause does not apply to the unrestricted portion of a partial
set-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--


                                    Page I-8
Contract Clauses                                                        12/17/97
<PAGE>   64

RFP3-085970                                                           Section I


            (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 nonmanufacturer of 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.

                                 (End of Clause)


I.6   SECTION 8(a) AWARD (FAR 52.219-17) (DEC 1996)

      (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 NASA Lewis Research Center (LeRC) 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 contracting activity.


                                    Page I-9
Contract Clauses                                                        12/17/97
<PAGE>   65

RFP3-085970                                                           Section I


            (4) To notify the LeRC 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.

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

      (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.

      (c) The offeror/subcontractor agrees 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 cognizant
Contracting Officer of the LeRC.

                                 (End of Clause)


I.7   NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) CONCERNS (FAR
      52.219-18) (JAN 1997)

      (a) Offers are solicited only from small business concerns expressly
certified by the Small Business Administration (SBA) for participation in the
SBA's 8(a) Program and which meet the following criteria at the time of
submission of offer--

            (1) SIC code 8731 is specifically included in the Offeror's approved
business plan;

            (2) The Offeror is in conformance with the 8(a) support limitation
set forth in its approved business plan; and

            (3) The Offeror is in conformance with the Business Activity Targets
set forth in its approved business plan or any remedial action directed by the
SBA.

      (b) By submission of its offer, the Offeror represents that it meets all
of the criteria set forth in paragraph (a) of this clause.


                                    Page I-10
Contract Clauses                                                        12/17/97
<PAGE>   66

RFP3-085970                                                           Section I


      (c) Any award resulting from this solicitation will be made to the Small
Business Administration, which will subcontract performance to the successful
8(a) offeror selected through the evaluation criteria set forth in this
solicitation.

      (d) (1) Agreement A small business concern submitting an offer in its own
name agrees to furnish, in performing the contract, only end items manufactured
or produced by small business concerns in the United States. The term "United
States" includes its territories and possessions, the Commonwealth of Puerto
Rico, the trust territory of the Pacific Islands, and the District of Columbia.
If this procurement is processed under simplified acquisition procedures and the
total amount of this contract does not exceed $25,000, a small business concern
may furnish the product of any domestic firm. This subparagraph does not apply
in connection with construction or service contracts.

            (2) The Dynacs Engineering Company, Inc., will notify the NASA Lewis
Research Center's 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.

                                 (End of Clause)


I.8   EQUAL OPPORTUNITY (FAR 52.222-26) (APR 1984) ALTERNATE I (APR 1984)

Notice: The following terms of this clause are waived for this contract:

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

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

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

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

      (a) If, during any 12-month period (including the 12 months preceding the
award of this contract), the Contractor has been or is awarded nonexempt Federal
contracts and/or subcontracts that have an aggregate value in excess of $10,000,
the Contractor shall comply with subparagraphs (b)(1) through (11) below. Upon
request the Contractor shall provide information necessary to determine the
applicability of this clause.

      (b) During performing this contract, the Contractor agrees as follows:

            (1) The Contractor shall not discriminate against any employee or
applicant for employment because of race, color, religion, sex, or national
origin.


                                    Page I-11
Contract Clauses                                                        12/17/97
<PAGE>   67

RFP3-085970                                                           Section I


            (2) The Contractor shall take affirmative action to ensure that
applicants are employed, and that employees are treated during employment,
without regard to their race, color, religion, sex, or national origin. This
shall include, but not be limited to, (i) employment, (ii) upgrading, (iii)
demotion, (iv) transfer, (v) recruitment or recruitment advertising, (vi) layoff
or termination, (vii) rates of pay or other forms of compensation, and (viii)
selection for training, including apprenticeship.

            (3) The Contractor shall post in conspicuous places available to
employees and applicants for employment the notices to be provided by the
Contracting Officer that explain this clause.

            (4) The Contractor shall, in all solicitations or advertisements for
employees placed by or on behalf of the Contractor, state that all qualified
applicants will receive consideration for employment without regard to race,
color, religion, sex, or national origin.

            (5) The Contractor shall send, to each labor union or representative
of workers with which it has a collective bargaining agreement or other contract
or understanding, the notice to be provided by the Contracting Officer advising
the labor union or workers' representative of the Contractor's commitments under
this clause, and post copies of the notice in conspicuous places available to
employees and applicants for employment.

            (6) The Contractor shall comply with Executive Order 11246, as
amended, and the rules, regulations, and orders of the Secretary of Labor.

            (7) The Contractor shall furnish to the contracting agency all
information required by Executive Order 11246, as amended, and by the rules,
regulations, and orders of the Secretary of Labor. Standard Form 100 (EEO-1), or
any successor form, is the prescribed form to be filed within 30 days following
the award, unless filed within 12 months preceding the date of award.

            (8) The Contractor shall permit access to its books, records, and
accounts by the contracting agency or the Office of Federal Contract Compliance
Programs (OFCCP) for the purposes of investigation to ascertain the Contractor's
compliance with the applicable rules, regulations, and orders.

            (9) If the OFCCP determines that the Contractor is not in compliance
with this clause or any rule, regulation, or order of the Secretary of Labor,
this contract may be canceled, terminated, or suspended in whole or in part and
the Contractor may be declared ineligible for further Government contracts,
under the procedures authorized in Executive Order 11246, as amended. In
addition, sanctions may be


                                    Page I-12
Contract Clauses                                                        12/17/97
<PAGE>   68

RFP3-085970                                                           Section I

imposed and remedies invoked against the Contractor as provided in Executive
Order 11246, as amended, the rules, regulations, and orders of the Secretary of
Labor, or as otherwise provided by law.

            (10) The Contractor shall include the terms and conditions of
subparagraph (b)(1) through (11) of this clause in every subcontract or purchase
order that is not exempted by the rules, regulations, or orders of the Secretary
of Labor issued under Executive Order 11246, as amended, so that these terms and
conditions will be binding upon each subcontractor or vendor.

            (11) The Contractor shall take such action with respect to any
subcontract or purchase order as the contracting agency may direct as a means of
enforcing these terms and conditions, including sanctions for noncompliance;
provided, that if the Contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of any direction, the
Contractor may request the United States to enter into the litigation to protect
the interests of the United States.

      (c) Notwithstanding any other clause in this contract, disputes relative
to this clause will be governed by the procedures in 41 CFR 60-1.1.

                                 (End of Clause)


I.9   AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (FAR
      52.222-35) (APR 1984) ALTERNATE I (APR 1984)

Notice: The following term(s) of this clause are waived for this contract

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

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

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

(a)   Definitions.

      "Appropriate office of the State employment service system," as used in
      this clause, means the local office of the Federal-State national system
      of public employment offices assigned to serve the area where the
      employment opening is to be filled, including the District of Columbia,
      Guam, Puerto Rico, Virgin Islands, American Samoa, and the Trust Territory
      of the Pacific Islands.

      "Openings that the Contractor proposes to fill from within its own
      organization," as used in this clause, means employment openings for which
      no one outside the Contractor's organization (including any affiliates,
      subsidiaries, and the parent


                                    Page I-13
Contract Clauses                                                        12/17/97
<PAGE>   69

RFP3-085970                                                           Section I


      companies) will be considered and includes any openings that the
      Contractor proposes to fill from regularly established "recall" lists.

      "Openings that the Contractor proposes to fill under a customary and
      traditional employer-union hiring arrangement," as used in this clause,
      means employment openings that the Contractor proposes to fill from union
      halls, under their customary and traditional employer-union hiring
      relationship.

      "Suitable employment openings," as used in this clause--

            (1)   Includes, but is not limited to, openings that occur in jobs
                  categorized as--

                  (i)   Production and nonproduction;

                  (ii)  Plant and office;

                  (iii) Laborers and mechanics;

                  (iv)  Supervisory and nonsupervisory;

                  (v)   Technical; and

                  (vi)  Executive, administrative, and professional positions
                        compensated on a salary basis of less than $25,000 a
                        year; and

            (2) Includes full-time employment, temporary employment of over 3
days, and part-time employment, but not openings that the Contractor proposes to
fill from within its own organization or under a customary and traditional
employer-union hiring arrangement, nor openings in an educational institution
that are restricted to students of that institution.

      (b) General.

            (1) Regarding any position for which the employee or applicant for
employment is qualified, the Contractor shall not discriminate against the
individual because the individual is a special disabled or Vietnam Era veteran.
The Contractor agrees to take affirmative action to employ, advance in
employment, and otherwise treat qualified special disabled and Vietnam Era
veterans without discrimination based upon their disability or veterans' status
in all employment practices such as--

                  (i) Employment;


                                    Page I-14
Contract Clauses                                                        12/17/97
<PAGE>   70

RFP3-085970                                                           Section I


                  (ii)  Upgrading;

                  (iii) Demotion or transfer;

                  (iv)  Recruitment;

                  (v)   Advertising;

                  (vi)  Layoff or termination;

                  (vii) Rates of pay or other forms of compensation; and

                  (viii) Selection for training, including apprenticeship.

            (2) The Contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor (Secretary) issued under the Vietnam
Era Veterans' Readjustment Assistance Act of 1972 (the Act), as amended.

      (c) Listing openings.

            (1) The Contractor agrees to list all suitable employment openings
existing at contract award or occurring during contract performance, at an
appropriate office of the State employment service system in the locality where
the opening occurs.

These openings include those occurring at any Contractor facility, including one
not connected with performing this contract. An independent corporate affiliate
is exempt from this requirement.

            (2) State and local government agencies holding Federal contracts of
$10,000 or more shall also list all their suitable openings with the appropriate
office of the State employment service.

            (3) The listing of suitable employment openings with the State
employment service system is required at least concurrently with using any other
recruitment source or effort and involves the obligations of placing a bona fide
job order, including accepting referrals of veterans and nonveterans. This
listing does not require hiring any particular job applicant or hiring from any
particular group of job applicants and is not intended to relieve the Contractor
from any requirements of Executive orders or regulations concerning
nondiscrimination in employment

            (4) Whenever the Contractor becomes contractually bound to the
listing terms of this clause, it shall advise the State employment service
system, in each State where it has establishments, of the name and location of
each hiring location in the State. As long as the Contractor is contractually
bound to these terms and has so


                                    Page I-15
Contract Clauses                                                        12/17/97
<PAGE>   71

RFP3-085970                                                           Section I


advised the State system, it need not advise the State system of subsequent
contracts. The Contractor may advise the State system when it is no longer bound
by this contract clause.

            (5) Under the most compelling circumstances, an employment opening
may not be suitable for listing, including situations when (i) the Government's
needs cannot reasonably be supplied, (ii) listing would be contrary to national
security, or (iii) the requirement of listing would not be in the Government's
interest.

      (d) Applicability.

            (1) This clause does not apply to the listing of employment openings
which occur and are filled outside the 50 states, the District of Columbia,
Puerto Rico, Guam, Virgin Islands, American Samoa, and the Trust Territory of
the Pacific Islands.

            (2) The terms of paragraph (c) above of this clause do not apply to
openings that the Contractor proposes to fill from within its own organization
or under a customary and traditional employer-union hiring arrangement. This
exclusion does not apply to a particular opening once an employer decides to
consider applicants outside of its own organization or employer-union
arrangement for that opening.

      (e) Postings.

            (1) The Contractor agrees to post employment notices stating (i) the
Contractor's obligation under the law to take affirmative action to employ and
advance in employment qualified special disabled veterans and veterans of the
Vietnam era, and (ii) the rights of applicants and employees.

            (2) These notices shall be posted in conspicuous places that are
available to employees and applicants for employment. They shall be in a form
prescribed by the Director, Office of Federal Contract Compliance Programs,
Department of Labor (Director), and provided by or through the Contracting
Officer.

            (3) The Contractor shall notify each labor union or representative
of workers with which it has a collective bargaining agreement or other contract
understanding, that the Contractor is bound by the terms of the Act, and is
committed to take affirmative action to employ, and advance in employment,
qualified special disabled and Vietnam Era veterans.

      (f) Noncompliance. If the Contractor does not comply with the requirements
of this clause, appropriate actions may be taken under the rules, regulations,
and relevant orders of the Secretary issued pursuant to the Act.


                                    Page I-16
Contract Clauses                                                        12/17/97
<PAGE>   72

RFP3-085970                                                           Section I


      (g) Subcontracts. The Contractor shall include the terms of this clause in
every subcontract or purchase order of $10,000 or more unless exempted by rules,
regulations, or orders of the Secretary. The Contractor shall act as specified
by the Director to enforce the terms, including action for noncompliance.

                                 (End of Clause)


I.10  AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (FAR 52.222-36) (APR 1984)
      ALTERNATE I (APR 1984).

Notice: The following term(s) of this clause are waived for this contract:

                         NONE
--------------------------------------------------------

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

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

      (a) General.

            (1) Regarding any position for which the employee or applicant for
employment is qualified, the Contractor shall not discriminate against any
employee or applicant because of physical or mental handicap. The Contractor
agrees to take affirmative action to employ, advance in employment and otherwise
treat qualified handicapped individuals without discrimination based upon their
physical or mental handicap in all employment practices such as--.

                  (i)   Employment;

                  (ii)  Upgrading;

                  (iii) Demotion or transfer;

                  (iv)  Recruitment;

                  (v)   Advertising;

                  (vi)  Layoff or termination;

                  (vii) Rates of pay or other forms of compensation; and

                  (viii) Selection for training, including apprenticeship.


                                    Page I-17
Contract Clauses                                                        12/17/97
<PAGE>   73

RFP3-085970                                                           Section I


            (2) The Contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor (Secretary) issued under the
Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.

      (b) Postings.

            (1) The Contractor agrees to post employment notices stating

                  (i) the Contractor's obligation under the law to take
affirmative action to employ and advance in employment qualified handicapped
individuals and

                  (ii) the rights of applicants and employees.

            (2) These notices shall be posted in conspicuous places that are
available to employees and applicants for employment. They shall be in a form
prescribed by the Director, Office of Federal Contract Compliance Programs,
Department of Labor (Director), and provided by or through the Contracting
Officer.

            (3) The Contractor shall notify each labor union or representative
of workers with which it has a collective bargaining agreement or other contract
understanding, that the Contractor is bound by the terms of Section 503 of the
Act and is committed to take affirmative action to employ, and advance in
employment, qualified physically and mentally handicapped individuals.

      (c) Noncompliance. If the Contractor does not comply with the requirements
of this clause, appropriate actions may be taken under the rules, regulations,
and relevant orders of the Secretary issued pursuant to the Act.

      (d) Subcontracts. The Contractor shall include the terms of this clause in
every subcontract or purchase order in excess of $2,500 unless exempted by
rules, regulations, or orders of the Secretary. The Contractor shall act as
specified by the Director to enforce the terms, including action for
noncompliance.

                                 (End of Clause)


I.11  SERVICE CONTRACT ACT OF 1965, AS AMENDED (FAR 52.22241) (MAY 1989)

      (a) Definitions. "Act," as used in this clause, means the Service Contract
Act of 1965, as amended (41 U.S.C. 351, et seq.).


                                    Page I-18
Contract Clauses                                                        12/17/97

<PAGE>   74

RFP3-085970                                                           Section I


            "Contractor," as used in this clause or in any subcontract, shall be
deemed to refer to the subcontractor, except in the term "Government Prime
Contractor."

            "Service employee," as used in this clause, means any person engaged
in the performance of this contract other than any person employed in a bona
fide executive, administrative, or professional capacity, as these terms are
defined in Part 541 of Tide 29, Code of Federal Regulations, as revised. It
includes all such persons regardless of any contractual relationship that may be
alleged to exist between a Contractor or subcontractor and such persons.

      (b) Applicability. This contract is subject to the following provisions
and to all other applicable provisions of the Act and regulations of the
Secretary of Labor (29 CFR Part 4). This clause does not apply to contracts or
subcontracts administratively exempted by the Secretary of Labor or exempted by
41 U.S.C. 356, as interpreted in Subpart C of 29 CFR Part 4.

      (c) Compensation.

            (1) Each service employee employed in the performance of this
contract by the Contractor or any subcontractor shall be paid not less than the
minimum monetary wages and shall be furnished fringe benefits in accordance with
the wages and fringe benefits determined by the Secretary of Labor, or
authorized representative, as specified in any wage determination attached to
this contract.

            (2) (i) If a wage determination is attached to this contract, the
Contractor shall classify any class of service employee which is not listed
therein and which is to be employed under the contract (i.e., the work to be
performed is not performed by any classification listed in the wage
determination) so as to provide a reasonable relationship (i.e., appropriate
level of skill comparison) between such unlisted classifications and the
classifications listed in the wage determination. Such conformed class of
employees shall be paid the monetary wages and furnished the fringe benefits as
are determined pursuant to the procedures in this paragraph (c).

                  (ii) This conforming procedure shall be initiated by the
Contractor prior to the performance of contract work by the unlisted class of
employee. The Contractor shall submit Standard Form (SF) 1444, Request for
Authorization of Additional Classification and Rate, to the Contracting Officer
no later than 30 days after the unlisted class of employee performs any contract
work. The Contracting Officer shall review the proposed classification and rate
and promptly submit the completed SF 1444 (which must include information
regarding the agreement or disagreement of the employees' authorized
representatives or the employees themselves together with the agency
recommendation), and all pertinent information to the Wage and Hour Division,
Employment Standards Administration, U.S. Department of Labor. The


                                    Page I-19
Contract Clauses                                                        12/17/97
<PAGE>   75

RFP3-085970                                                           Section I


Wage and Hour Division will approve, modify, or disapprove the action or render
a final determination in the event of disagreement within 30 days of receipt or
will notify the Contracting Officer within 30 days of receipt that additional
time is necessary.

                  (iii) The final determination of the conformance action by the
Wage and Hour Division shall be transmitted to the Contracting Officer who shall
promptly notify the Contractor of the action taken. Each affected employee shall
be furnished by the Contractor with a written copy of such determination or it
shall be posted as a part of the wage determination.

                  (iv) (A) The process of establishing wage and fringe benefit
rates that bear a reasonable relationship to those listed in a wage
determination cannot be reduced to any single formula. The approach used may
vary from wage determination to wage determination depending on the
circumstances. Standard wage and salary administration practices which rank
various job classifications by pay grade pursuant to point schemes or other job
factors may, for example, be relied upon. Guidance may also be obtained from the
way different jobs are rated under Federal pay systems (Federal Wage Board Pay
System and the General Schedule) or from other wage determinations issued in the
same locality. Basic to the establishment of any conformable wage rate(s) is the
concept that a pay relationship should be maintained between job classifications
based on the skill required and the duties performed.

                        (B) In the case of a contract modification, an exercise
of an option, or extension of an existing contract, or in any other case where a
Contractor succeeds a contract under which the classification in question was
previously conformed pursuant to paragraph (c) of this clause, a new conformed
wage rate and fringe benefits may be assigned to the conformed classification by
indexing (i.e., adjusting) the previous conformed rate and fringe benefits by an
amount equal to the average (mean) percentage increase (or decrease, where
appropriate) between the wages and fringe benefits specified for all
classifications to be used on the contract which are listed in the current wage
determination, and those specified for the corresponding classifications in the
previously applicable wage determination. Where conforming actions are
accomplished in accordance with this paragraph prior to the performance of
contract work by the unlisted class of employees, the Contractor shall advise
the Contracting Officer of the action taken but the other procedures in
subdivision (c)(2)(ii) of this clause need not be followed.

                        (C) No employee engaged in performing work on this
contract shall in any event be paid less than the currently applicable minimum
wage specified under section (6)(a)(1) of the Fair Labor Standards Act of 1938,
as amended.

                  (v) The wage rate and fringe benefits finally determined under
this subparagraph (c)(2) of this clause shall be paid to all employees
performing in the


                                    Page I-20
Contract Clauses                                                        12/17/97
<PAGE>   76

RFP3-085970                                                           Section I


classification from the first day on which contract work is performed by them in
the classification. Failure to pay the unlisted employees the compensation
agreed upon by the interested parties and/or finally determined by the Wage and
Hour Division retroactive to the date such class of employees commenced contract
work shall be in violation of the Act and this contract.

                  (vi) Upon discovery of failure to comply with subparagraph
(c)(2) of this clause, the Wage and Hour Division shall make a final
determination of conformed classification, wage rate, and/or fringe benefits
which shall be retroactive to the date such class or classes of employees
commenced contract work.

            (3) Adjustment of Compensation. If the term of this contract is more
than 1 year, the minimum monetary wages and fringe benefits required to be paid
or furnished thereunder to service employees under this contract shall be
subject to adjustment after 1 year and not less often than once every 2 years,
under wage determinations issued by the Wage and Hour Division.

      (d) Obligation to Furnish Fringe Benefits. The Contractor or subcontractor
may discharge the obligation to furnish fringe benefits specified in the
attachment or determined under subparagraph (c)(2) of this clause by furnishing
equivalent combinations of bona fide fringe benefits, or by making equivalent or
differential cash payments, only in accordance with Subpart D of 29 CFR Part 4.

      (e) Minimum Wage. In the absence of a minimum wage attachment for this
contract, neither the Contractor nor any subcontractor under this contract shall
pay any person performing work under this contract (regardless of whether the
person is a service employee) less then the minimum wage specified by section
6(a)(1) of the Fair Labor Standards Act of 1938. Nothing in this clause shall
relieve the Contractor or any subcontractor of any other obligation under law or
contract for payment of a higher wage to any employee.

      (f) Successor Contracts. If this contract succeeds a contract subject to
the Act under which substantially the same services were furnished in the same
locality and service employees were paid wages and fringe benefits provided for
in a collective bargaining agreement, in the absence of the minimum wage
attachment for this contract setting forth such collectively bargained wage
rates and fringe benefits, neither the Contractor nor any subcontractor under
this contract shall pay any service employee performing any of the contract work
(regardless of whether or not such employee was employed under the predecessor
contract), less than the wages and fringe benefits provided for in such
collective bargaining agreement, to which such employee would have been entitled
if employed under the predecessor contract, including accrued wages and fringe
benefits and any prospective increases in wages and fringe benefits provided for
under such agreement. No Contractor or subcontractor under this contract may be
relieved of the foregoing obligation unless the


                                    Page I-21
Contract Clauses                                                        12/17/97

<PAGE>   77

RFP3-085970                                                           Section I


limitations of 29 CFR 4.1b(b) apply or unless the Secretary of Labor or the
Secretary's authorized representative finds, after a hearing as provided in 29
CFR 4.10 that the wages and/or fringe benefits provided for in such agreement
are substantially at variance with those which prevail for services of a
character similar in the locality, or determines, as provided in 29 CFR 4.11,
that the collective bargaining agreement applicable to service employees
employed under the predecessor contract was not entered into as a result of
arm's length negotiations. Where it is found in accordance with the review
procedures provided in 29 CFR 4.10 and/or 4.11 and Parts 6 and 8 that some or
all of the wages and/or fringe benefits contained in a predecessor Contractor's
collective bargaining agreement are substantially at variance with those which
prevail for services of a character similar in the locality, and/or that the
collective bargaining agreement applicable to service employees employed under
the predecessor contract was not entered into as a result of arm's length
negotiations, the Department will issue a new or revised wage determination
setting forth the applicable wage rates and fringe benefits. Such determination
shall be made part of the contract or subcontract, in accordance with the
decision of the Administrator, the Administrative Law Judge, or the Board of
Service Contract Appeals, as the case may be, irrespective of whether such
issuance occurs prior to or after the award of a contract or subcontract (53
Comp. Gen. 401 (1973)). In the case of a wage determination issued solely as a
result of a finding of substantial variance, such determination shall be
effective as of the date of the final administrative decision.

      (g) Notification to Employees. The Contractor and any subcontractor under
this contract shall notify each service employee commencing work on this
contract of the minimum monetary wage and any fringe benefits required to be
paid pursuant to this contract, or shall post the wage determination attached to
this contract. The poster provided by the Department of Labor (Publication WH
1313) shall be posted in a prominent and accessible place at the worksite.
Failure to comply with this requirement is a violation of section 2(a)(4) of the
Act and of this contract.

      (h) Safe and Sanitary Working Conditions. The Contractor or subcontractor
shall not permit any part of the services called for by this contract to be
performed in buildings or surroundings or under working conditions provided by
or under the control or supervision of the Contractor or subcontractor which are
unsanitary, hazardous, or dangerous to the health or safety of the service
employees. The Contractor or subcontractor shall comply with the safety and
health standards applied under 29 CFR Part 1925.

      (i) Records.

            (1) The Contractor and each subcontractor performing work subject to
the Act shall make and maintain for 3 years from the completion of the work, and
make them available for inspection and transcription by authorized
representatives of the


                                    Page I-22
Contract Clauses                                                        12/17/97
<PAGE>   78

RFP3-085970                                                           Section I


Wage and Hour Division, Employment Standards Administration, a record of the
following:

                  (i) For each employee subject to the Act--

                        (A) Name and address and social security number;

                        (B) Correct work classification or classifications, rate
or rates of monetary wages paid and fringe benefits provided, rate or rates of
payments in lieu of fringe benefits, and total daily and weekly compensation;

                        (C) Daily and weekly hours worked by each employee; and

                        (D) Any deductions, rebates, or refunds from the total
daily or weekly compensation of each employee.

                  (ii) For those classes of service employees not included in
any wage determination attached to this contract, wage rates or fringe benefits
determined by the interested parties or by the Administrator or authorized
representative under the terms of paragraph (c) of this clause. A copy of the
report required by subdivision (c)(2)(ii) of this clause will fulfill this
requirement.

                  (iii) Any list of the predecessor Contractor's employees which
had been furnished to the Contractor as prescribed by paragraph (n) of this
clause.

            (2) The Contractor shall also make available a copy of this contract
for inspection or transcription by authorized representatives of the Wage and
Hour Division.

            (3) Failure to make and maintain or to make available these records
for inspection and transcription shall be a violation of the regulations and
this contract, and in the case of failure to produce these records, the
Contracting Officer, upon direction of the Department of Labor and notification
to the Contractor, shall take action to cause suspension of any further payment
or advance of funds until the violation ceases.

            (4) The Contractor shall permit authorized representatives of the
Wage and Hour Division to conduct interviews with employees at the worksite
during normal working hours.

      (j) Pay Periods. The Contractor shall unconditionally pay to each employee
subject to the Act all wages due free and clear and without subsequent deduction


                                    Page I-23
Contract Clauses                                                        12/17/97
<PAGE>   79

RFP3-085970                                                           Section I


(except as otherwise provided by law or Regulations, 29 CFR Part 4), rebate, or
kickback on any account. These payments shall be made no later than one pay
period following the end of the regular pay period in which the wages were
earned or accrued. A pay period under this Act may not be of any duration longer
than semi-monthly.

      (k) Withholding of Payments and Termination of Contract. The Contracting
Officer shall withhold or cause to be withheld from the Government Prime
Contractor under this or any other Government contract with the Prime Contractor
such sums as an appropriate official of the Department of Labor requests or such
sums as the Contracting Officer decides may be necessary to pay underpaid
employees employed by the Contractor or subcontractor. In the event of failure
to pay any employees subject to the Act all or part of the wages or fringe
benefits due under the Act, the Contracting Officer may, after authorization or
by direction of the Department of Labor and written notification to the
Contractor, take action to cause suspension of any further payment or advance of
funds until such violations have ceased. Additionally, any failure to comply
with the requirements of this clause may be grounds for termination of the right
to proceed with the contract work. In such event, the Government may enter into
other contracts or arrangements for completion of the work, charging the
Contractor in default with any additional cost.

      (l) Subcontracts. The Contractor agrees to insert this clause in all
subcontracts subject to the Act.

      (m) Collective Bargaining Agreements Applicable to Service Employees. If
wages to be paid or fringe benefits to be furnished any service employees
employed by the Government Prime Contractor or any subcontractor under the
contract are provided for in a collective bargaining agreement which is or will
be effective during any period in which the contract is being performed, the
Government Prime Contractor shall report such fact to the Contracting Officer,
together with full information as to the application and accrual of such wages
and fringe benefits, including any prospective increases, to service employees
engaged in work on the contract, and a copy of the collective bargaining
agreement. Such report shall be made upon commencing performance of the
contract, in the case of collective bargaining agreements effective at such
time, and in the case of such agreements or provisions or amendments thereof
effective at a later time during the period of contract performance such
agreements shall be reported promptly after negotiation thereof.

      (n) Seniority List. Not less than 10 days prior to completion of any
contract being performed at a Federal facility where service employees may be
retained in the performance of the succeeding contract and subject to a wage
determination which contains vacation or other benefit provisions based upon
length of service with a Contractor (predecessor) or successor (29 CFR 4.173),
the incumbent Prime Contractor shall furnish the Contracting Officer a certified
list of the names of all service


                                    Page I-24
Contract Clauses                                                        12/17/97

<PAGE>   80

RFP3-085970                                                           Section I


employees on the Contractor's or subcontractor's payroll during the last month
of contract performance. Such list shall also contain anniversary dates of
employment on the contract either with the current or predecessor Contractors of
each such service employee. The Contracting Officer shall turn over such list to
the successor Contractor at the commencement of the succeeding contract.

      (o) Rulings and Interpretations. Rulings and interpretations of the Act
are contained in Regulations, 29 CFR Part 4.

      (p) Contractor's Certification.

            (1) By entering into this contract, the Contractor (and officials
thereof) certifies that neither it (nor he or she) nor any person or firm who
has a substantial interest in the Contractor's firm is a person or firm
ineligible to be awarded Government contracts by virtue of the sanctions imposed
under section 5 of the Act.

            (2) No part of this contract shall be subcontracted to any person or
firm ineligible for award of a Government contract under section 5 of the Act

            (3) The penalty for making false statements is prescribed in the
U.S. Criminal Code, 18 U.S.C. 1001.

      (q) Variations, Tolerances, and Exemptions Involving Employment.
Notwithstanding any of the provisions in paragraphs (b) through (o) of this
clause, the following employees may be employed in accordance with the following
variations, tolerances, and exemptions, which the Secretary of Labor, pursuant
to section 4(b) of the Act prior to its amendment by Pub. L. 92473, found to be
necessary and proper in the public interest or to avoid serious impairment of
the conduct of Government business.

            (1) Apprentices, student-learners, and workers whose earning
capacity is impaired by age, physical or mental deficiency, or injury may be
employed at wages lower than the minimum wages otherwise required by section
2(a)(1) or 2(b)(1) of the Act without diminishing any fringe benefits or cash
payments in lieu thereof required under section 2(a)(2) of the Act, in
accordance with the conditions and procedures prescribed for the employment of
apprentices, student-learners, handicapped persons, and handicapped clients of
sheltered workshops under section 14 of the Fair Labor Standards Act of 1938, in
the regulations issued by the Administrator (29 CFR Parts 520, 521, 524, and
525).

            (2) The Administrator will issue certificates under the Act for the
employment of apprentices, student-learners, handicapped persons, or handicapped
clients of sheltered workshops not subject to the Fair Labor Standards Act of
1938, or subject to different minimum rates of pay under the two acts,
authorizing appropriate


                                    Page I-25
Contract Clauses                                                        12/17/97
<PAGE>   81

RFP3-085970                                                           Section I


rates of minimum wages (but without changing requirements concerning fringe
benefits or supplementary cash payments in lieu thereof), applying procedures
prescribed by the applicable regulations issued under the Fair Labor Standards
Act of 1938 (29 CFR Parts 520, 521, 524, and 525).

            (3) The Administrator will also withdraw, annul, or cancel such
certificates in accordance with the regulations in 29 CFR Parts 525 and 528.

      (r) Apprentices. Apprentices will be permitted to work at less than the
predetermined rate for the work they perform when they are employed and
individually registered in a bona fide apprenticeship program registered with a
State Apprenticeship Agency which is recognized by the U.S. Department of Labor,
or if no such recognized agency exists in a State, under a program registered
with the Bureau of Apprenticeship and Training, Employment and Training
Administration, U.S. Department of Labor. Any employee who is not registered as
an apprentice in an approved program shall be paid the wage rate and fringe
benefits contained in the applicable wage determination for the journeyman
classification of work actually performed. The wage rates paid apprentices shall
not be less than the wage rate for their level of progress set forth in the
registered program, expressed as the appropriate percentage of the journeyman's
rate contained in the applicable wage determination. The allowable ratio of
apprentices to journeymen employed on the contract work in any craft
classification shall not be greater than the ratio permitted to the Contractor
as to his entire work force under the registered program.

      (s) Tips. An employee engaged in an occupation in which the employee
customarily and regularly receives more than $30 a month in tips may have the
amount of these tips credited by the employer against the minimum wage required
by section 2(a)(1) or section 2(b)(1) of the Act, in accordance with section
3(m) of the Fair Labor Standards Act and Regulations 29 CFR Part 531. However,
the amount of credit shall not exceed $1.34 per hour beginning January 1, 1981.
To use this provision--

            (1) The employer must inform tipped employees about this tip credit
allowance before the credit is utilized;

            (2) The employees must be allowed to retain all tips (individually
or through a pooling arrangement and regardless of whether the employer elects
to take a credit for tips received);

            (3) The employer must be able to show by records that the employee
receives at least the applicable Service Contract Act minimum wage through the
combination of direct wages and tip credit; and


                                    Page I-26
Contract Clauses                                                        12/17/97

<PAGE>   82

RFP3-085970                                                           Section I


            (4) The use of such tip credit must have been permitted under any
predecessor collective bargaining agreement applicable by virtue of section 4(c)
of the Act.

      (t) Disputes Concerning Labor Standards. The U.S. Department of Labor has
set forth in 29 CFR Parts 4, 6, and 8 procedures for resolving disputes
concerning labor standards requirements. Such disputes shall be resolved in
accordance with those procedures and not the Disputes clause of this contract.
Disputes within the meaning of this clause include disputes between the
Contractor (or any of its subcontractors) and the contracting agency, the U.S.
Department of Labor, or the employees or their representatives.

                                 (End of Clause)


I.12  SERVICE CONTRACT ACT (SCA) MINIMUM WAGES AND FRINGE BENEFITS
      (FAR 52.222-47) (MAY 1989)

An SCA wage determination applicable to this work has been requested from the
U.S. Department of Labor. If an SCA wage determination is not incorporated
herein, the bidders/offerors shall consider the economic terms of the collective
bargaining agreement (CBA) between the incumbent Contractors Cortez III Service
Corporation and International Brotherhood of Teamsters Local 293 and Ozanne
Construction Company and International Brotherhood of Teamsters, Chaufeurs,
Warehousemen and Helpers of America, Local Union 416. If the economic terms of
the collective bargaining agreement or the collective bargaining agreement
itself is not attached to the solicitation, copies can be obtained from the
Contracting Officer. Pursuant to Department of Labor Regulation, 29 CFR 4.1b and
paragraph (g) of the clause at 52.222-41, Service Contract Act of 1965, as
amended, the economic terms of that agreement will apply to the contract
resulting from this solicitation, notwithstanding the absence of a wage
determination reflecting such terms, unless it is determined that the agreement
was not the result of arm's length negotiations or that after a hearing pursuant
to section 4(c) of the Act, the economic terms of the agreement are
substantially at variance with the wages prevailing in the area.

                                 (End of Clause)


                                    Page I-27
Contract Clauses                                                        12/17/97

<PAGE>   83

RFP3-085970                                                           Section I


I.13  HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA
      (FAR 52.223-3) (JAN 1997) ALTERNATE I (JUL 1995)

      (a) "Hazardous material," as used in this clause, includes any material
defined as hazardous under the latest version of Federal Standard No. 313
(including revisions adopted during the term of the contract).

      (b) The offeror must list any hazardous material, as defined in paragraph
(a) of this clause, to be delivered under this contract The hazardous material
shall be properly identified and include any applicable identification number,
such as National Stock Number or Special Item Number. This information shall
also be included on the Material Safety Data Sheet submitted under this
contract.

Material

(If none, insert "None")            Identification No.

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

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

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

      (c) This list must be updated during performance of the contract whenever
the Contractor determines that any other material to be delivered under this
contract is hazardous.

      (d) The apparently successful offeror agrees to submit, for each item as
required prior to award, a Material Safety Data Sheet, meeting the requirements
of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for
all hazardous material identified in paragraph (b) of this clause. Data shall be
submitted in accordance with Federal Standard No. 313, whether or not the
apparently successful offeror is the actual manufacturer of these items. Failure
to submit the Material Safety Data Sheet prior to award may result in the
apparently successful offeror being considered nonresponsible and ineligible for
award.

      (e) If, after award, there is a change in the composition of the item(s)
or a revision to Federal Standard No. 313, which renders incomplete or
inaccurate the data submitted under paragraph (d) of this clause, the Contractor
shall promptly notify the Contracting Officer and resubmit the data.

      (f) Neither the requirements of this clause nor any act or failure to act
by the Government shall relieve the Contractor of any responsibility or
liability for the safety of Government, Contractor, or subcontractor personnel
or property.


                                    Page I-28
Contract Clauses                                                        12/17/97
<PAGE>   84

RFP3-085970                                                           Section I


      (g) Nothing contained in this clause shall relieve the Contractor from
complying with applicable Federal, State, and local laws, codes, ordinances, and
regulations (including the obtaining of licenses and permits) in connection with
hazardous material.

      (h) The Government's rights in data furnished under this contract with
respect to hazardous material are as follows:

            (1) To use, duplicate and disclose any data to which this clause is
applicable. The purposes of this right are to--

                  (i) Apprise personnel of the hazards to which they may be
exposed in using, handling, packaging, transporting, or disposing of hazardous
materials;

                  (ii) Obtain medical treatment for those affected by the
material; and

                  (iii) Have others use, duplicate, and disclose the data for
the Government for these purposes.

            (2) To use, duplicate, and disclose data furnished under this
clause, in accordance with subparagraph (h)(1) of this clause, in precedence
over any other clause of this contract providing for rights in data.

            (3) The Government is not precluded from using similar or identical
data acquired from other sources.

                  (i) Except as provided in paragraph (i)(2), the Contractor
shall prepare and submit a sufficient number of Material Safety Data Sheets
(MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the latest version
of Federal Standard No. 313, for all hazardous materials identified in paragraph
(b) of this clause.

                        (1) For items shipped to consignees, the Contractor
shall include a copy of the MSDS's with the packing list or other suitable
shipping document which accompanies each shipment. Alternatively, the Contractor
is permitted to transmit MSDS's to consignees in advance of receipt of shipments
by consignees, if authorized in writing by the Contracting Officer.

                        (2) For items shipped to consignees identified by
mailing address as agency depots, distribution centers or customer supply
centers, the Contractor shall provide one copy of the MSDS's in or on each
shipping container. If


                                    Page I-29
Contract Clauses                                                        12/17/97

<PAGE>   85

RFP3-085970                                                           Section I


affixed to the outside of each container, the MSDS's must be placed in a weather
resistant envelope.

                                 (End of Clause)


I.14  RIGHTS TO PROPOSAL DATA (TECHNICAL)
      (FAR 52.227-23) (JUN 1987)

Except for data contained on pages TBD, it is agreed that as a condition of
award of this contract, and notwithstanding the conditions of any notice
appearing thereon, the Government shall have unlimited rights (as defined in the
"Rights in Data-- General" clause contained in this contract) in and to the
technical data contained in the proposal dated TBD, upon which this contract is
based.

                                 (End of Clause)


I.15  AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR
      (FAR 52.232-19) (APR 1984)

Funds are not presently available for performance under this contract beyond
TBD. The Government's obligation for performance of this contract beyond that
date is contingent upon the availability of appropriated funds from which
payment for contract purposes can be made. No legal liability on the part of the
Government for any payment may arise for performance under this contract beyond
TBD, until funds are made available to the Contracting Officer for performance
and until the Contractor receives notice of availability, to be confirmed in
writing by the Contracting Officer.

                                 (End of Clause)


I.16  SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS)
      (FAR 52.244-2) (OCT 1997) ALTERNATE I (AUG 1996)

      (a) "Subcontract" as used in this clause, includes but is not limited to
purchase orders, and changes and modifications to purchase orders. The
Contractor shall notify the Contracting Officer reasonably in advance of
entering into any subcontract if--

            (1) The proposed subcontract is of the cost-reimbursement,
time-and-materials, or labor-hour type;


                                    Page I-30
Contract Clauses                                                        12/17/97

<PAGE>   86

RFP3-085970                                                           Section I


            (2) The proposed subcontract is fixed-price and exceeds the greater
of--

                  (i) The simplified acquisition threshold; or

                  (ii) 5 percent of the total estimated cost of this contract.

            (3) The proposed subcontract has experimental, developmental, or
research work as one of its purposes; or

            (4) This contract is not a facilities contract and the proposed
subcontract provides for the fabrication, purchase, rental, installation, or
other acquisition of special test equipment valued in excess of $25,000 or of
any items of facilities.

      (b) (1) In the case of a proposed subcontract that--

                  (i) Is of the cost-reimbursement time-and-materials, or labor-
hour type and is estimated to exceed $25,000, including any fee;

                  (ii) Is proposed to exceed $100,000; or

                  (iii) Is one of a number of subcontracts with a single
subcontractor, under this contract for the same or related supplies or services
that, in the aggregate, are expected to exceed $100,000, the advance
notification required by paragraph (a) above shall include the information
specified in subparagraph (b)(2) of this clause.

            (2) (i) A description of the supplies or services to be
subcontracted.

                  (ii) Identification of the type of subcontract to be used.

                  (iii) Identification of the proposed subcontractor and an
explanation of why and how the proposed subcontractor was selected, including
the competition obtained.

                  (iv) The proposed subcontract price and the Contractor's cost
or price analysis.

                  (v) The subcontractor's current, complete, and accurate cost
or pricing data and Certificate of Current Cost or Pricing Data, if required by
other contract provisions.


                                    Page I-31
Contract Clauses                                                        12/17/97
<PAGE>   87

RFP3-085970                                                           Section I


                  (vi) The subcontractor's Disclosure Statement or Certificate
relating to Cost Accounting Standards when such data are required by other
provisions of this contract.

                  (vii) A negotiation memorandum reflecting--

                        (A) The principal elements of the subcontract price
negotiations;

                        (B) The most significant considerations controlling
establishment of initial or revised prices;

                        (C) The reason cost or pricing data were or were not
required;

                        (D) The extent if any, to which the Contractor did not
rely on the subcontractor's cost or pricing data in determining the price
objective and in negotiating the final price;

                        (E) The extent to which it was recognized in the
negotiation that the subcontractor's cost or pricing data were not accurate,
complete, or current; the action taken by the Contractor and the subcontractor;
and the effect of any such defective data on the total price negotiated;

                        (F) The reasons for any significant difference between
the Contractor's price objective and the price negotiated; and

                        (G) A complete explanation of the incentive fee or
profit plan when incentives are used. The explanation shall identify each
critical performance element, management decisions used to quantify each
incentive element, reasons for the incentives, and a summary of all trade-off
possibilities considered.

      (c) The Contractor shall obtain the Contracting Officer's written consent
before placing any subcontract for which advance notification is required under
paragraph (a) above. However, the Contracting Officer may ratify in writing any
such subcontract. Ratification shall constitute the consent of the Contracting
Officer.

      (d) If the Contractor has an approved purchasing system and the
subcontract is within the scope of such approval, the Contractor may enter into
the subcontracts described in subparagraphs (a)(1) and (a)(2) of this clause
without the consent of the Contracting Officer.


                                    Page I-32
Contract Clauses                                                        12/17/97
<PAGE>   88

RFP3-085970                                                           Section I


      (e) Even if the Contractor's purchasing system has been approved, the
Contractor shall obtain the Contracting Officer's written consent before placing
subcontracts identified below:

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

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

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

      (f) Unless the consent of approval specifically provides otherwise,
neither consent by the Contracting Officer to any subcontract nor approval of
the Contractor's purchasing system shall constitute a determination--

            (1) Of the acceptability of any subcontract terms or conditions;

            (2) Of the allowability of any cost under this contract; or

            (3) To relieve the Contractor of any responsibility for performing
this contract.

      (g) No subcontract placed under this contract shall provide for payment on
a cost-plus-a-percentage-of-cost basis, and any fee payable under
cost-reimbursement type subcontracts shall not exceed the fee limitations in
paragraph 15.404-4(c)(4)(i) of the Federal Acquisition Regulation (FAR).

      (h) The Contractor shall give the Contracting Officer immediate written
notice of any action or suit filed and prompt notice of any claim made against
the Contractor by any subcontractor or vendor that, in the opinion of the
Contractor, may result in litigation related in any way to this contract, with
respect to which the Contractor may be entitled to reimbursement from the
Government.

      (i) To facilitate small business participation in subcontracting, the
Contractor agrees to provide progress payments on subcontracts under this
contract that are fixed-price subcontracts with small business concerns in
conformity with the standards for customary progress payments stated in FAR
32.502-1 and 32.504(f), as in effect on the date of this contract. The
Contractor further agrees that the need for such progress payments will not be
considered a handicap or adverse factor in the award of subcontracts.

      (j) The Government reserves the right to review the Contractor's
purchasing system as set forth in FAR Subpart 44.3.

                                 (End of Clause)


                                    Page I-33
Contract Clauses                                                        12/17/97

<PAGE>   89

RFP3-085970                                                           Section I


I.17  MANDATORY INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT
      (FAR 52.232-33) (AUG 1996)

      (a) Method of payment. Payments by the Government under this contract,
including invoice and contract financing payments, may be made by check or
electronic funds transfer (EFT) at the option of the Government. If payment is
made by EFT, the Government may, at its option, also forward the associated
payment information by electronic transfer. As used in this clause, the term
"EFT" refers to the funds transfer and may also include the information
transfer.

      (b) Mandatory submission of Contractor's EFT information.

            (1) The Contractor is required, as a condition to any payment under
this contract, to provide the Government with the information required to make
payment by EFT as described in paragraph (d) of this clause, unless the payment
office determines that submission of the information is not required. However,
until January 1, 1999, in the event the Contractor certifies in writing to the
payment office that the Contractor does not have an account with a financial
institution or an authorized payment agent, payment shall be made by other than
EFT. For any payments to be made after January 1, 1999, the Contractor shall
provide EFT information as described in paragraph (d) of this clause.

            (2) If the Contractor provides EFT information applicable to
multiple contracts, the Contractor shall specifically state the applicability of
this EFT information in terms acceptable to the payment office.

      (c) Contractor's EFT information. Prior to submission of the first request
for payment (whether for invoice or contract financing payment) under this
contract, the Contractor shall provide the information required to make contract
payment by EFT, as described in paragraph (d) of this clause, directly to the
Government payment office named in this contract. If more than one payment
office is named for the contract, the Contractor shall provide a separate notice
to each office. In the event that the EFT information changes, the Contractor
shall be responsible for providing the changed information to the designated
payment office(s).

      (d) Required EFT information. The Government may make payment by EFT
through either an Automated Clearing House (ACH) subject to the banking laws of
the United States or the Federal Reserve Wire Transfer System at the
Government's option. The Contractor shall provide the following information for
both methods in a form acceptable to the designated payment office. The
Contractor may supply this data for this or multiple contracts (see paragraph
(b) of this clause).


                                    Page I-34
Contract Clauses                                                        12/17/97
<PAGE>   90

RFP3-085970                                                           Section I


            (1) The contract number to which this notice applies.

            (2) The Contractor's name and remittance address, as stated in the
contract and account number at the Contractor's financial agent.

            (3) The signature (manual or electronic, as appropriate), title, and
telephone number of the Contractor official authorized to provide this
information.

            (4) For ACH payments only:

                  (i) Name, address, and 9-digit Routing Transit Number of the
Contractor's financial agent.

                  (ii) Contractor's account number and the type of account
(checking, saving, or lockbox).

            (5) For Federal Reserve Wire Transfer System payments only:

                  (i) Name, address, telegraphic abbreviation, and the 9-digit
Routing Transit Number for the Contractor's financial agent.

                  (ii) If the Contractor's financial agent is not directly
on-line to the Federal Reserve Wire Transfer System and, therefore, not the
receiver of the wire transfer payment, the Contractor shall also provide the
name, address, and 9-digit Routing Transit Number of the correspondent financial
institution receiving the wire transfer payment.

      (e) Suspension of payment.

            (1) Notwithstanding the provisions of any other clause of this
contract, the Government is not required to make any payment under this contract
until after receipt, by the designated payment office, of the correct EFT
payment information from the Contractor or a certificate submitted in accordance
with paragraph (b) of this clause. Until receipt of the correct EFT information,
any invoice or contract financing request shall be deemed not to be a valid
invoice or contract financing request as defined in the Prompt Payment clause of
this contract.

            (2) If the UT information changes after submission of correct EFT
information, the Government shall begin using the changed EFT information no
later than the 30th day after its receipt to the extent payment is made by EFT.
However, the Contractor may request that no further payments be made until the
changed EFT information is implemented by the payment office. If such suspension
would result in a late payment under the Prompt Payment clause of this contract,
the Contractor's request


                                    Page I-35
Contract Clauses                                                        12/17/97
<PAGE>   91

RFP3-085970                                                           Section I


for suspension shall extend the due date for payment by the number of days of
the suspension.

      (f) Contractor EFT arrangements. The Contractor shall designate a single
financial agent capable of receiving and processing the electronic funds
transfer using the EFT methods described in paragraph (d) of this clause. The
Contractor shall pay all fees and charges for receipt and processing of
transfers.

      (g) Liability for uncompleted or erroneous transfers.

            (1) If an uncompleted or erroneous transfer occurs because the
Government failed to use the Contractor-provided EFT information in the correct
manner, the Government remains responsible for (i) making a correct payment,
(ii) paying any prompt payment penalty due, and (iii) recovering any erroneously
directed funds.

            (2) If an uncompleted or erroneous transfer occurs because
Contractor-provided EFT information was incorrect at the time of Government
release of the EFT payment transaction instruction to the Federal Reserve
System, and--

                  (i) If the funds are no longer under the control of the
payment office, the Government is deemed to have made payment and the Contractor
is responsible for recovery of any erroneously directed funds; or

                  (ii) If the funds remain under the control of the payment
office, the Government retains the right to either make payment by mail or
suspend the payment in accordance with paragraph (e) of this clause.

      (h) EFT and prompt payment.

            (1) A payment shall be deemed to have been made in a timely manner
in accordance with the Prompt Payment clause of this contract if, in the EFT
payment transaction instruction given to the Federal Reserve System, the date
specified for settlement of the payment is on or before the prompt payment due
date, provided the specified payment date is a valid date under the rules of the
Federal Reserve System.

            (2) When payment cannot be made by EFT because of incorrect EFT
information provided by the Contractor, no interest penalty is due after the
date of the uncompleted or erroneous payment transaction, provided that notice
of the defective EFT information is issued to the Contractor within 7 days after
the Government is notified of the defective EFT information.


                                    Page I-36
Contract Clauses                                                        12/17/97
<PAGE>   92

RFP3-085970                                                           Section I


      (i) EFT and assignment of claims. If the Contractor assigns the proceeds
of this contract as provided for in the Assignment of Claims clause of this
contract the assignee shall provide the assignee EFT information required by
paragraph (d) of this clause. In all respects, the requirements of this clause
shall apply to the assignee as if it were the Contractor. EFT information which
shows the ultimate recipient of the transfer to be other than the Contractor, in
the absence of a proper assignment of claims acceptable to the Government, is
incorrect EFT information within the meaning of paragraph (e) of this clause.

      (j) Payment office discretion. If the Contractor does not wish to receive
payment by EFT methods for one or more payments, the Contractor may submit a
request to the designated payment office to refrain from requiring EFT
information or using the EFT payment method. The decision to grant the request
is solely that of the Government.

      (k) Change of EFT information by financial agent. The Contractor agrees
that the Contractor's financial agent may notify the Government of a change to
the routing transit number, Contractor account number, or account type. The
Government shall use the changed data in accordance with paragraph (e)(2) of
this clause. The Contractor agrees that the information provided by the agent is
deemed to be correct information as if it were provided by the Contractor. The
Contractor agrees that the agent's notice of changed EFT data is deemed to be a
request by the Contractor in accordance with paragraph (e)(2) that no further
payments be made until the changed EFT information is implemented by the payment
office.

                                 (End of Clause)


I.18  CLAUSES INCORPORATED BY REFERENCE
      (FAR 52.252-2) (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.

                                 (End of Clause)


I.19  MINIMUM INSURANCE COVERAGE
      (NASA 18-52.228-75) (OCT 1988)

The Contractor shall obtain and maintain insurance coverage as follows for the
performance of this contract:


                                    Page I-37
Contract Clauses                                                        12/17/97
<PAGE>   93

RFP3-085970                                                           Section I


      (a) Worker's compensation and employer's liability insurance as required
by applicable Federal and state workers' compensation and occupational disease
statutes. If occupational diseases are not compensable under those statutes,
they shall be covered under the employer's liability section of the insurance
policy, except when contract operations are so commingled with the Contractor's
commercial operations that it would not be practical. The employer's liability
coverage shall be at least $100,000, except in States with exclusive or
monopolistic funds that do not permit workers' compensation to be written by
private carriers.

      (b) Comprehensive general (bodily injury) liability insurance of at least
$500,000 per occurrence.

      (c) Motor vehicle liability insurance written on the comprehensive form of
policy which provides for bodily injury and property damage liability covering
the operation of all motor vehicles used in connection with performing the
contract. Policies covering motor vehicles operated in the United States shall
provide coverage of at least $200,000 per person and $500,000 per occurrence for
bodily injury liability and $20,000 per occurrence for property damage. The
amount of liability coverage on other policies shall be commensurate with any
legal requirements of the locality and sufficient to meet normal and customary
claims.

      (d) Comprehensive general and motor vehicle liability policies shall
contain a provision worded as follows:

                  "The insurance company waives any right of subrogation against
the United States of America which may arise by reason of any payment under the
policy."

      (e) When aircraft are used in connection with performing the contract,
aircraft public and passenger liability insurance of at least $200,000 per
person and $500,000 per occurrence for bodily injury, other than passenger
liability, and $200,000 per occurrence for property damage. Coverage for
passenger liability bodily injury shall be at least $200,000 multiplied by the
number of seats or passengers, whichever is greater.

                                 (End of Clause)


I.20  LIMITATION OF FUNDS (FIXED-PRICE CONTRACT)
      (NASA 18-52.232-77) (MAR 1989)

      (a) Of the total price of items TBD through TBD, the sum of $TBD is
presently available for payment and allotted to this contract It is


                                    Page I-38
Contract Clauses                                                        12/17/97
<PAGE>   94

RFP3-085970                                                           Section I


anticipated that from time to time additional funds will be allocated to the
contract in accordance with the following schedule, until the total price of
said items is allotted:

                         SCHEDULE FOR ALLOTMENT OF FUNDS

   Date         Amounts

[Insert schedule for allotment of funds]

    TBD
-----------------------------------------------------

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

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

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

      (b) The Contractor agrees to perform or have performed work on the items
specified in paragraph (a) above up to the point at which, if this contract is
terminated pursuant to the Termination for Convenience of the Government clause
of this contract, the total amount payable by the Government (including amounts
payable for subcontracts and settlement costs) pursuant to paragraphs (f) and
(g) of that clause would, in the exercise of reasonable judgment by the
Contractor, approximate the total amount at the time allotted to the contract.
The Contractor is not obligated to continue performance of the work beyond that
point. The Government is not obligated in any event to pay or reimburse the
Contractor more than the amount from time to time allotted to the contract,
anything to the contrary in the Termination for Convenience of the Government
clause notwithstanding.

      (c) (1) It is contemplated that funds presently allotted to this contract
will cover the work to be performed until TBD.

            (2) If funds allotted are considered by the Contractor to be
inadequate to cover the work to be performed until that date, or an agreed date
substituted for it, the Contractor shall notify the Contracting Officer in
writing when within the next 60 days the work will reach a point at which, if
the Contractor is terminated pursuant to the Termination for Convenience of the
Government clause of this contract, the total amount payable by the Government
(including amounts payable for subcontracts and settlement costs) pursuant to
paragraphs (f) and (g) of that clause will approximate 75 percent of the total
amount then allotted to the contract.


                                    Page I-39
Contract Clauses                                                        12/17/97
<PAGE>   95

RFP3-085970                                                           Section I


            (3) (i) The notice shall state the estimated date when the point
referred to in subparagraph (2) above will be reached and the estimated amount
of additional funds required to continue performance to the date specified in
subparagraph (1) above, or an agreed date substituted for it.

                  (ii) The Contractor shall, 60 days in advance of the date
specified in subparagraph (1) above, or an agreed date substituted for it advise
the Contracting Officer in writing as to the estimated amount of additional
funds required for the timely performance of the contract for a further period
as may be specified in the contract or otherwise agreed to by the parties.

            (4) If, after the notification referred to in subdivision (3)(ii)
above, additional funds are not allotted by the date specified in subparagraph
(1) above, or an agreed date substituted for it, the Contracting Officer shall,
upon the Contractor's written request terminate this contract on that date or on
the date set forth in the request, whichever is later, pursuant to the
Termination for Convenience of the Government clause.

      (d) When additional funds are allotted from time to time for continued
performance of the work under this contract, the parties shall agree on the
applicable period of contract performance to be covered by these funds. The
provisions of paragraphs (b) and (c) above shall apply to these additional
allotted funds and the substituted date pertaining to them, and the contract
shall be modified accordingly.

      (e) If, solely by reason of the Government's failure to allot additional
funds in amounts sufficient for the timely performance of this contract, the
Contractor incurs additional costs or is delayed in the performance of the work
under this contract, and if additional funds are allotted, an equitable
adjustment shall be made in the price or prices (including appropriate target,
billing, and ceiling prices where applicable) of the items to be delivered, or
in the time of delivery, or both.

      (f) The Government may at any time before termination, and, with the
consent of the Contractor, after notice of termination, allot additional funds
for this contract.

      (g) The provisions of this clause with respect to termination shall in no
way be deemed to limit the rights of the Government under the default clause of
this contract. The provisions of this Limitation of Funds clause are limited to
the work on and allotment of funds for the items set forth in paragraph (a)
above. This clause shall become inoperative upon the allotment of funds for the
total price of said work except for rights and obligations then existing under
this clause.


                                    Page I-40
Contract Clauses                                                        12/17/97

<PAGE>   96

RFP3-085970                                                           Section I


      (h) Nothing in this clause shall affect the right of the Government to
terminate this contract pursuant to the Termination for Convenience of the
Government clause of this contract.

                                 (End of Clause)

                                (END OF SECTION)


                                    Page I-41
Contract Clauses                                                        12/17/97
<PAGE>   97

RFP3-085970                                                           Section J


                PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER
                                   ATTACHMENTS

                                    SECTION J

                               LIST OF ATTACHMENTS
                               -------------------

The following document or lists are available on the internet or included as
hard copy in the RFP. Exceptions to this are noted below.

                                                                        No.
Attachment     Description                                             Pages
----------     -----------                                             -----

    A          List of Installation-Provided Government Property        58
               (Available in hard copy in Reading Room)


                                    Page J-1
List of Attachments                                                     12/17/97
<PAGE>   98

RFP3-085970                                                           Section J


                                    SECTION J
                                  ATTACHMENT A

                          LIST OF INSTALLATION-PROVIDED
                               GOVERNMENT PROPERTY
                    (Available in hard copy in Reading Room)


List of Installation-Provided Government Property                       09/29/97
<PAGE>   99

June 11, 1998

To:          Mr. Ed Tribble
From:        Suren Singhal

Subject:     List of SETAR II Deliverables.

Based on Contract # NAS3-98008 Solicitation Offer & Award Document, issued
9-30-97, a preliminary list of SETAR II deliverables follows.

Warning: Although this list should be near complete, it is not based on a
thorough study & may have missed some deliverables.

<PAGE>   100

           SETAR II DELIVERABLES - page 1 of xx (A Preliminary List)

                    Task Order Technical & Cost Information

Deliverable                               Due Date    To Whom     Ref. (page #)
-----------                               --------    -------     ------------

Task Order Database                                   COTR & ACOTR      C-7

      Description: Computer Support Services to maintain a comprehensive task
      order status database. The database shall provide administrative &
      financial information to track & monitor funding and costing for each task
      order. The database shall also be capable of award fee score input and
      data reduction.

Technical Progress Report                             TR                C-7
for each task

      Description: The monthly Technical Progress Report will detail key
      technical accomplishments, issues, and action items.

Computer Disk containing all                          COTR              C-7
Technical Progress Reports

Cost Report for each task                             TR                C-7

      Description: The monthly Cost Report will contain a detailed cost
      breakdown by cost element for the current month, fiscal year, and contract
      to date charges. The report will also reflect funding to date, funding
      balance, and the current burnrate for the task.

Monthly 533 Report                                                      C-7
Other Reports                                                           C-7

      Description: From time to time, Co or COTR may request special reports
      which shall be provided.

New Task orders                                       COTR              H-ll&12

      Description: All work on the contract will be accomplished through the
      issuance of performance based task orders.

      Individual task orders may be either fixed-price or cost reimbursable (10%
      of total contract tasks limit on fixed-price??)

      Celine, p1. type C from page H-11 & 12.

      Please see pages H-12&13 for Task Order Response Format (attached
      herewith)

<PAGE>   101

           SETAR II DELIVERABLES - page 2 of xx (A Preliminary List)

                         Cost Reimbursement Information

Deliverable                               Due Date    To Whom     Ref. (page #)
-----------                               --------    -------     ------------

Cost Vouchers                                                           G-1l&12

      Description: (a) Cost vouchers for payment of cost-reimbursement task
      orders shall include a reference to this contract and task order number on
      the "Order for Supplies or Services" Form 347 which sets forth the
      available funding (see Clause B.3 Contract Funding)

      (b) Cost vouchers, as submitted through DCAA, shall be accompanied by 2
      copies of the NASA Form 533 designated to be delivered to the Cost
      Accounting and Commercial Payments Branch as set forth in the Attachment
      H, entitled "Individual Task Reporting Requirements" in Section J of this
      contract.

      (c) The contractor shall prepare vouchers identifying all cost (including
      G&A, COM, OH, etc.) for each task order as a separate line item as
      follows:

      (1) One original Standard Form (SF) 1034, SF 1035 or equivalent
      Contractor's attachment.

      (2) Seven copies of SF 1034A, or equivalent Contractor's attachment.

      (3) The contractor shall mark SF1034A copies 1,2,3,4 and such other copies
      as may be directed by the Contracting Officer by insertion in the
      memorandum block the names and addresses as follows:

            (i)   Copy 1 - NASA Contracting Officer;
            (ii)  Copy 2 - DCAA Auditor;
            (iii) Copy 3 - Contractor;
            (iv)  Copy 4 - Contract administration office, if delegated

      (d) Fee vouchers for payment of fee shall be prepared similarly
      identifying each task as a separate line item in accordance with
      18-52.216-76, "Award Fee for Service contracts" and be forwarded to:

                        NASA Lewis Research Center
                        Cost Accounting and Commercial Payment Branch
                        Mail Stop 500-303
                        21000 Brookpark Road
                        Cleveland, OH 44135

      This is the designated billing office for fee vouchers for

<PAGE>   102

      purposes of the Prompt Payment clause of the contract.

      (e) In the event that amounts are withheld from payment in accordance with
      provisions of this contract, a separate voucher for the amount withheld
      will be required before payment for that amount may be made.

<PAGE>   103

            SETAR II DELIVERABLES - page 2 of xx (A Preliminary List)

                     Request for Government-Owned Equipment

Deliverable                               Due Date    To Whom     Ref. (page #)
-----------                               --------    -------     ------------

Written Request                           30 days     CO               G-4
                                          before use

      Description: Upon determination of need for any Government-owned equipment
      item for performance of this contract, the contractor shall provide to CO
      a written request justifying the need for the equipment and the reasons
      why contractor-owned property can not be used, citing the applicable FAR
      or contract authority for use of Government-owned equipment. Equipment
      being acquired as a deliverable end item listed in the contract or as a
      component for incorporation into a deliverable end item listed in the
      contract is exempt from this requirement.

      The contractor's - Celine, p1. insert A from page G-4

<PAGE>   104

            SETAR II DELIVERABLES - page 2 of xx (A Preliminary List)

                          Key Personnel and Facilities

Deliverable                               Due Date    To Whom     Ref. (page #)
-----------                               --------    -------     ------------

Written Justification                     reasonably      CO          H-4
                                          in advance

      Description: Celine, p1. insert B from page H-4

<PAGE>   105

                Contract Ceilings/Surprises/Requirements to Watch

Award Fee/Profit Data:

      o Profit = $?? (page B-2)
      o Max Total Fixed Fee = $?? (page B-2)
      o Max Award Fee Pool = $?? (page B-2)
      o No Fee/Profit on acquisition of govt. property (page G-18)
      o AF plan may be revised unilaterally by govt. prior to
           beginning of a new rating period (page B-3)
      o Govt. may put AF>85% in a reserve (page B-3)

Contract Data:

      o Contract Minimum = $6M (page B-2)
      o Contract Maximum = $43.760345M (page B-2)
      o Max Fixed Price Contract = 86,940 hours (page B-2)

Cost:

      o Indirect cost ceilings (page G-13)
      o Under/Over billing ceilings (page G-15)
      o Overtime $2K (page G-l5)

Government Owned Equipment:

      o     Contractor can buy equipment on task if it is a deliverable or is a
            component for incorporation into a deliverable. Except for this,
            need CO approval to get equipment as GOE 30 days prior to need. May
            buy with CO consent after 30 days if not available as GOE (page
            G-4).

      o     Contractor use of govt. property at off-site locations needs SEMO
            approval (page G-6).

      o     Contractor Liability (page G-6&7)

      o     Contractor needs approval to take contractor property on-site (page
            G-8)

Patents & Rights in Data:

      Page G-10 and I-30

Personnel Issues:

      o     Notify COTR 5 days prior to release of contractor employee. Return
            badge on last day (page H-2).

      o     Any change in certain key personnel and facilities be reported to CO
            in advance with justification to permit evaluation of impact on
            contract and to get written consent of CO (page H-4).

<PAGE>   106

      o     List of key personnel & facilities may, with govt. consent, be
            amended from time to time (page H-4)

      o     Employees be informed of 911 for emergencies (page H-8).

      o     Nonemergency accidents be notified to COTR (page H-8)

Reporting:

      o     Monthly Technical Progress Report comprised of key technical
            accomplishments, issues, and action items for each task to TRs and a
            disk containing all Monthly Progress Reports to COTR within 10 days
            of closing of accounting month, exception: 30 days only for June,
            1998 (page C-7)

      o     Monthly Cost Report comprised of cost details for current month, FY,
            and contract to date charges, funding to date, funding balance, and
            current burn rate to for each task to TRs and 533M and
            Administrative & Financial Information Database to COTR within 10
            days of closing of accounting month, exception: 30 days only for
            June, 1998 (page C-7). The CO may direct contractor to submit 533 at
            a different interval (page G-2).

Security Requirements:

      o     Vision tests, annual training in computer security (pages H-4&8)

Vouchers:

      o     Submit invoice for FFP payment no more frequently than monthly (page
            G-10) and paid monthly (page G-18).

      o     Cost vouchers should include 1034, 1035, and 1034A (page G-ll).

<PAGE>   107

NASA NAS3-98008

Mods & Amendments

Add to Basic contract

<PAGE>   108

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                              1. CONTRACT ID CODE                  PAGE OF PAGES
                                                                                                                         1 of 2
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE           4. REQUISITION/PURCHASE REQ.NO.       5. PROJECT NO. (if applicable)
               1                       11-9-98                             N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY                              CODE   0616/TAS        7. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
                                               ------------                                                             ------------
NASA Lewis Research Center
Thomas A. Spicer
Services and Construction Branch
21000 Brookpark Road, Mail Stop 500-312
Cleveland, OH 44135-3191

------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code)       |_|  9A.  AMENDMENT OF SOLICITATION NO.

Dynacs Engineering Company Inc.                                                        ---------------------------------------------
2001 Aerospace Parkway                                                                 9B.  DATED (SEE ITEM 11)
Brookpark, Ohio 44142
                                                                                       ---------------------------------------------
                                                                                  |X|  10A. MODIFICATION OF CONTRACT/ORDER NO.
                                                                                                   NAS3-98008
                                                                                       ---------------------------------------------
                                                                                       10B. DATED (SEE ITEM 13)
CODE (PF)(9)                    FACILITY CODE                                                      12-17-98
------------------------------------------------------------------------------------------------------------------------------------
                                      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
------------------------------------------------------------------------------------------------------------------------------------
|_|   D.  OTHER (Specify type of modification and authority)


------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 1 copies to the issuing office.
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter
    where feasible.)

   (1) On October 28, 1998, consent was given to subcontract for assets owned by Federal Data Corporation(FDC). The assets shall be
       depreciated over the 24 months remaining on the contract using the sum-of-years-digits depreciation method. These assets are
       subject to clause G.9, "Option to Purchase Contractor Equipment (Nov 1996):

------------------------------------------------------------------------------------------------------------------------------------
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)

KEVIN M. MCQUADE; DIR. BUSINESS & ADMIN                                              Thomas A. Spicer, Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                     15C. DATE SIGNED              16B. UNITED STATES OF AMERICA             16C. DATE SIGNED


BY /s/ Kevin M. McQuade                          11-9-98                    BY /s/ Thomas A. Spicer                      11/9/98
  ----------------------------------------                                  ---------------------------------------
  (Signature of person authorized to sign)                                    (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-807030-105                                      30-105                            STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                         Prescribed by GSA
                                                                                                  FAR (48 CFR) 53.243

                                                         DUPLICATE ORIGINAL
</TABLE>
<PAGE>   109

At the end of the contract period of performance, the contractor grants the
Government options for the following: (l) the Contractor agrees to sell any
Contractor-owned property used in the performance of this contract to a
successor Contractor at its depreciated value based on the Contractor's
depreciation schedule; or (2) The Contractor agrees to sell any
Contractor-owned property used in performance of this contract to the
Government at its depreciated value based on the Contractor's depreciation
schedule; or (3) The contractor agrees to utilize the depreciated property on a
follow-on contract if the Contractor is the Successor Contractor; or (4) the
Contractor will sell the property for fair market value within ninety days after
the end of period of performance and will credit the contract for the amount in
excess of the sale price minus the depreciated value and selling expenses. The
Government may exercise one of the above options by unilateral modification
issued to the Contractor not later than thirty (30) days after the end of the
contract period of performance.

(2) The following requirements are made a part of The Statement of Work:

(a) "Year 2000 compliant," as used herein, means that the information technology
(hardware, software and firmware, including embedded systems or any other
electro-mechanical or processor-based systems used in accordance with its
associated documentation) accurately processes date and date-related data
(including, but not limited to, calculating, comparing and sequencing) from,
into, and between the twentieth and twenty-first centuries, and the years 1999
and 2000 and leap year calculations, to the extent that other information
technology being acquired, properly exchanges date and date-related data with
it.

(b) Any information technology provided, operated and/or maintained under this
must be Year 2000 compliant. To ensure this result, the Contractor shall provide
documentation describing how the information technology (IT) items or services
demonstrate Year 2000 compliance.

(c) Milestones for Renovation, Validation and Implementation: Any IT determined
to be non-year 2000 compliant shall be replaced, retired, or repaired in
accordance with the following schedule:

o     "Renovation" includes making and documenting software and hardware
      changes, developing replacement systems, and decommissioning systems to be
      retired. The Contractor-must complete renovation of affected software,
      hardware and firmware by December 31, 1998.

o     "Validation includes unit, integration, system, and end-to-end testing for
      2000 compliance. The contractor must complete validation and testing of
      converted or replaced systems into a production environment. The
      Contractor must complete implementation by March 31, 1999.

o     "Implementation includes acceptance testing and integration of converted
      and replaced systems into a production environment. The contractor must
      complete implementation by March 31, 1999.

(d) At a minimum, the contractor shall provide documentation, including project
plans and status reports, which demonstrate that the Contractor is meeting the
milestones listed above.

<PAGE>   110

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                              1. CONTRACT ID CODE                  PAGE OF PAGES
                                                                                     NAS3-98008                        1      407
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.      3. EFFECTIVE DATE         4. REQUISITION/PURCHASE REQ.NO.       5. PROJECT NO. (if applicable)
  Modification Number Three (03)        7/23/99                         NONE                                 SETAR II
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY                              CODE 7830/Lupson      7. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
                                               ------------                                                             ------------

     NASA Glenn Research Center
     Services & Construction Branch (M.S. 500-312)
     21000 Brookpark Road
     Cleveland, OH 44135-3191


------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code)       |X|  9A.  AMENDMENT OF SOLICITATION NO.

     Dynacs Engineering Company Inc.                                                   ---------------------------------------------
     2001 Aerospace Parkway                                                            9B.  DATED (SEE ITEM 11)
     Brookpark, Ohio 44142
                                                                                       ---------------------------------------------
                                                                                       10A. MODIFICATION OF CONTRACT/ORDER NO.
                                                                                               NAS3-98008
                                                                                       ---------------------------------------------
                                                                                  |X|  10B. DATED (SEE ITEM 13)
CODE                            FACILITY CODE                                                  12/17/97
------------------------------------------------------------------------------------------------------------------------------------
                                      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:

          52.233-1 entitled "Disputes", 52.243-4 entitled "Changes" and mutual agreement
------------------------------------------------------------------------------------------------------------------------------------
|_|   D.  OTHER (Specify type of modification and authority)


------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor |_| 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.)

    (SEE ATTACHED 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)

[ILLEGIBLE]                                                                        Thomas A. Spicer / Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                     15C. DATE SIGNED              16B. UNITED STATES OF AMERICA             16C. DATE SIGNED


BY  Vice President & Program Manager              7/7/99                  BY /s/ Thomas A. Spicer                       7/23/99
  ----------------------------------------                                  ---------------------------------------
  (Signature of person authorized to sign)                                    (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-807030-105                                                                        STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                         Prescribed by GSA
                                                                                                  FAR (48 CFR) 53.243
</TABLE>

<PAGE>   111

MODIFICATION NUMBER THREE (3)                                      PAGE 2 OF 407

WHEREAS, The Government has directed and requested certain changes in the
         contract, and the Contractor has submitted the appropriate proposals
         for the additional Changes requested; and

WHEREAS, The Parties hereto have negotiated and agreed to an equitable
         adjustment in the contract;

NOW THEREFORE, In consideration of the premises and of the obligations herein
         set forth, the parties hereto do mutually agree as follows:

"In Section B of the contract, page B-2 is deleted in its entirety and the
 attached Section B page B-2/Revised is substituted therefore and made a part
 hereof;

 In Section 6 of the contract, pages G-13 and G-14 are deleted in their entirety
 and the attached Section 6 pages G-13/Revised and G-14/Revised is substituted
 therefor. Pages G-19 through G-26 /Revised are hereby added to Section G and
 include the contract clauses G.20 "Government Property (52.245-5)", G.21
 "Financial Reporting Of NASA Property In The Custody Of
 Contractors(1852.24.5-73)" and G.22 "List Of Government-Furnished
 Property(1852.245-76)" and are made a part hereof;

 In Section I of the Contract, pages 1-42 through I-50/Revised are hereby added
 to Section I and include the contract clauses I-21 "Employment Reports On
 Disabled Veterans and Veterans Of The Vietnam Era(52.222-37)" and I-22 "New
 Technology (1852.227-70) and are made a part hereof;

 In Section J of the Contract, Section J is deleted in it's entirety and the
 Attached Section J Revised is substituted therefor and made a part hereof;"

The Period of Performance remains unchanged from June 1,1998 to August 31, 2000.

The Parties hereto acknowledge and agree that any and all claims for equitable
adjustment of the contract price and time pursuant to the provisions of the
clause(s) 52.243-04 entitled "CHANGES", and 52.233-01 entitled "DISPUTES" and
Mutual Agreement are hereby fully satisfied and discharged with respect to this
Supplemental Agreement Number Three (3).

                              [END OF MODIFICATION]


<PAGE>   112

                               SECTION B / REVISED

Contract Maximum: The Government issued Task Order(s) under this contract shall
not exceed a maximum of $66,797,004 (Cost=$64,795,583; Fee/Profit=$2,001,421)
for the 27 months of performance.

Task Order(s) shall be issued on either a Firm Fixed Price (FFP) basis or on a
Cost Reimbursable (CR) basis.

Ten percent of the technical hours (111,065 hours) have the potential of being
worked under fixed priced task order(s). The profit will be $2.34/technical hour
agreed to at task acceptance. The maximum total fixed fee for 27 months is
$259,892.

Ninety percent of the technical hours (999,582 hours) have the potential of
being worked under cost plus award fee task order(s).

The Award Fee periods, award fee per technical hour, and the maximum award fee
pool is as follows:


<TABLE>
<CAPTION>
Period                        Fee Per Tech. Hour       Maximum Award Fee Pool
------                        ------------------       ----------------------
<S>    <C>                    <C>                      <C>
1      Jun 1/98-Feb 28/99     [       *        ]       [         *           ]
2      Mar 1/99-Aug 31/99     [       *        ]       [         *           ]
3      Sep 1/99-Feb 28/00     [       *        ]       [         *           ]
4      Mar 1/00-Aug 31/00     [       *        ]       [         *           ]


TOTAL
</TABLE>

(a) FIRM FIXED PRICE TASK ORDERS

Firm Fixed Price task order(s) shall be issued for work that can be well defined
and for which a fair and reasonable price can be obtained. The price is not
subject to any adjustment on the basis of contract cost experience.

(b) COST - REIMBURSEMENT TASK ORDERS

Work performed by the contractor shall be reimbursed based upon allowable costs
incurred, subject to negotiated limitations.

(c) AWARD FEE

Based upon the Contractor's overall performance, an award fee may be provided to
the Contractor. The amount of fee will be determined by the Government. The
award fee pool will be divided into two parts. The first part will consider the
contract administration and cost control. The second part will consider task
order performance.

                                 (End Of Clause)


                               Page B-2 / Revised


* Confidential information has been omitted and filed separately with the
  Commission.
<PAGE>   113

                               SECTION G / REVISED

(1) Final payment for Distributed Cost, including General and Administrative
(G&A) expenses will be based on the application of the actual audited rate, but
not in excess of the following ceilings:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
RATE             BASE TO WHICH RATE           CFY 1998            CFY 1999
CATEGORY         APPLIES                      JUNE 1 - DEC.31     JAN.1-JUNE 3O
--------------------------------------------------------------------------------
<S>              <C>                          <C>                 <C>
SUPPORT          TECHNICAL PRODUCTIVE
LABOR            LABOR COST                   [  *  ]             [  *  ]
--------------------------------------------------------------------------------
LABOR            TECHNICAL PRODUCTIVE
OVERHEAD         LABOR COST                   [  *  ]             [  *  ]
--------------------------------------------------------------------------------
GENERAL &        TOTAL ALLOWABLE
ADMINISTRATIVE   EXCLUDING TASK DIRECT
EXPENSE                                       [  *  ]             [  *  ]
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
RATE CATEGORY      BASE TO WHICH RATE          CFY 1999           CFY 2000
                   APPLIES                     JULY 1 - DEC.31    JAN. 1-AUG.31
--------------------------------------------------------------------------------
<S>                <C>                        <C>                <C>
DISTRIBUTED        TECHNICAL PRODUCTIVE
COSTS              LABOR COST                 [  *  ]             [  *  ]

--------------------------------------------------------------------------------
GENERAL &          TOTAL ALLOWABLE
ADMINISTRATIVE     EXCLUDING TASK DIRECT &
EXPENSE            APPLICABLE. G&A*           [  *  ]             [  *  ]
--------------------------------------------------------------------------------
</TABLE>

*Note: This 4% cap is included in the total ceiling rate of 75%

(2) Definitions:

"Distributed Costs" is the Support Labor, Labor Overhead, ODC's-Facilities,
Other ODC's and G&A.

(i) "Technical Productive Labor Cost" is the direct labor cost, without any
burdens, of ALL personnel charging directly to task orders, in accordance with
the contractors DCAA approved accounting system EXCLUDING the following
personnel and/or functions:

                  (A)   Program Manager

                  (B)   Department Directors

                  (C)   Executive Secretary

                  (D)   Support Overhead Labor

(ii) "Program Manager" is the individual who runs the Dynacs organization at
GRC. This person, regardless of title classification, would be responsible for
the directing and carrying on of Dynacs' business and/or affairs as they relate
to the overall performance of this contract.

(iii) "Department Directors" are those individuals who are one level below the
"Program Manager" and who are entrusted with the overall direction and operation
of the "technical departments" at GRC. The "technical departments" are
Aeromechanics, Aerospace Technology. Aeropropulsion Systems, and Space Sciences.

(iv)"Executive Secretary" is the individual(s) who to a substantial degree,
directly or indirectly, provides the "Program Manager" with secretarial support.


                               Page G-13 / Revised

* Confidential information has been omitted and filed separately with the
Commission.
<PAGE>   114

                               SECTION G / REVISED

(v) "Support Labor" labor in addition to labor defined in (ii), (iii) and (iv)
above, associated with the following administrative functions: Accounting,
Payroll, Human Resources, Contract Management, Purchasing, and Safety & Quality
Assurance.

(vi) "Direct Labor Cost" is that cost associated with any personnel who is not
in a paid absence status such as vacation, sick, or holiday leave AND which is
properly recorded and charged to the contract as Direct Labor Cost in accordance
with both written company policy AND the contractor's DCAA approved accounting
system.

(vii) "Task Direct Charges" is that cost which is directly chargeable to a task
order such as, but not limited to, travel and training directly related to a
specific task AND any equipment and material directly related to, and/or
necessary for, the performance of a specific task.

(viii) "Labor Overhead" is the cost associated with employee absences, taxes,
and benefits. Specific cost elements include but is not limited to: vacation,
sick, administrative leave, FICA, FUTA, SUTA, workers compensation, employee
morale and welfare, 401-(k), medical coverage, and long-term disability
coverage.

(ix) "G&A" is the Home Office residual costs allocated in accordance with CAS
403.

(x) "Distributed Costs" are ALL CONTRACT DIRECT AND INDIRECT costs other than
those costs specifically identified as "Technical Productive Labor Costs," "Task
Direct Charges," and "Award Fee." "Distributed Costs" include cost elements such
as: Labor Overhead, Facilities, Support Labor, Other Support and G&A.

(3) Exceptions:

      (i)   Increased Distributed Costs during the term of this contract that
            result from such items as statute, court decision or written rulings
            or regulations by the Internal Revenue Service or other taxing
            authority may be cause for adjustment of the distributed rate.

      (ii)  Notwithstanding the above paragraph, in the event that the actual
            distributed rate exceeds the ceiling rate; all costs in excess of
            the ceiling rate are not reimbursable under this contract.

      (iii) The Contractor shall advise the Contracting Officer of any planned
            or approved accounting changes that would impact the subject rates
            and demonstrate how the changes will impact the negotiated ceilings.


                               Page G-14 / Revised
<PAGE>   115

                               SECTION G / REVISED

                    GOVERNMENT PROPERTY CLAUSES FAR/NASA-FAR

G.20  GOVERNMENT PROPERTY(Cost-Reimbursement, Time-and-Material, or Labor-Hour
      Contracts). (Jan 1986) 52.245-5

(a) Government-furnished property.

(1) The term "Contractor's managerial personnel," as used in paragraph (g) of
this clause, means any of the Contractor's directors, officers, managers,
superintendents, or equivalent representatives who have supervision or direction
of--

(i) All or substantially all of the Contractor's business;

(ii) All or substantially all of the Contractor's operation at any one plant, or
separate location at which the contract is being performed; or

(iii) A separate and complete major industrial operation connected with
performing this contract.

(2) The Government shall deliver to the Contractor, for use in connection with
and under the terms of this contract, the Government-furnished property
described in the Schedule or specifications, together with such related data and
information as the Contractor may request and as may be reasonably required for
the intended use of the property (hereinafter referred to as
"Government-Furnished Property").

(3) The delivery or performance dates for this contract are based upon the
expectation that Government-furnished property suitable for use will be
delivered to the Contractor at the times stated in the Schedule or, if not so
stated, in sufficient time to enable the Contractor to meet the contract's
delivery or performance dates.

(4) If Government-furnished property is received by the Contractor in a
condition not suitable for the intended use, the Contractor shall, upon receipt,
notify the Contracting Officer, detailing the facts, and, as directed by the
Contracting Officer and at Government expense, either effect repairs or
modification or return or otherwise dispose of the property. After completing
the directed action and upon written request of the Contractor, the Contracting
Officer shall make an equitable adjustment as provided in paragraph (h) of this
clause.

(5) If Government-furnished property is not delivered to the Contractor by the
required time or times, the Contracting Officer shall, upon the Contractor's
timely written request,


                               Page G-19 / Revised
<PAGE>   116

                               SECTION G / REVISED

make a determination of the delay, if any, caused the Contractor and shall make
an equitable adjustment in accordance with paragraph (h) of this clause.

(b) Changes in Government-furnished property. (1) The Contracting Officer may,
by written notice, (i) decrease the Government-furnished property provided or to
be provided under this contract or (ii) substitute other Government-furnished
property for the property to be provided by the Government or to be acquired by
the Contractor for the Government under this contract. The Contractor shall
promptly take such action as the Contracting Officer may direct regarding the
removal, shipment, or disposal of the property covered by this notice.

(2) Upon the Contractor's written request, the Contracting Officer shall make an
equitable adjustment to the contact in accordance with paragraph (h) of this
clause, if the Government has agreed in the Schedule to make such property
available for performing this contract and there is any--

(i) Decrease or substitution in this property pursuant to subparagraph (b)(1)
above; or

(ii) Withdrawal of authority to use property, if provided under any other
contract or lease. (c) Title. (1) The Government shall retain title to all
Government-furnished property.

(2) Title to all property purchased by the Contractor for which the Contractor
is entitled to be reimbursed as a direct item of cost under this contract shall
pass to and vest in the Government upon the vendor's delivery of such property.

(3) Title to all other property, the cost of which is reimbursable to the
Contractor, shall pass to and vest in the Government upon--

(i) Issuance of the property for use in contract performance;

(ii) Commencement of processing of the property for use in contract performance;
or

(iii) Reimbursement of the cost of the property by the Government, whichever
occurs first.

(4) All Government-furnished property and all property acquired by the
Contractor, title to which vests in the Government under this paragraph
(collectively referred to as "Government property"), are subject to the
provisions of this clause. Title to Government property shall not be affected by
its incorporation into or attachment to any property not owned by the
Government, nor shall Government property become a fixture or lose its identity
as personal property by being attached to any real property.


                               Page G-20 / Revised
<PAGE>   117

                               SECTION G / REVISED

(d) Use of Government property. The Government property shall be used only for
performing this contract, unless otherwise provided in this contract or approved
by the Contracting Officer.

(e) Property administration. (1) The Contractor shall be responsible and
accountable for all Government property provided under the contract and shall
comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on
the date of this contract.

(2) The Contractor shall establish and maintain a program for the use,
maintenance, repair, protection, and preservation of Government property in
accordance with sound business practice and the applicable provisions of FAR
Subpart 45.5.

(3) If damage occurs to Government property, the risk of which has been assumed
by the Government under this contract, the Government shall replace the items or
the Contractor shall make such repairs as the Government directs. However, if
the Contractor cannot effect such repairs within the time required, the
Contractor shall dispose of the property as directed by the Contracting Officer.
When any property for which the Government is responsible is replaced or
repaired, the Contracting Officer shall make an equitable adjustment in
accordance with paragraph (h) of this clause.

(f) Access. The Government and all its designees shall have access at all
reasonable times to the premises in which any Government property is located for
the purpose of inspecting the Government property.

(g) Limited risk of loss. (1) The Contractor shall not be liable for loss or
destruction of, or damage to, the Government property provided under this
contract or for expenses incidental to such loss, destruction, or damage, except
as provided in subparagraphs (2) and (3) below.

(2) The Contractor shall be responsible for loss or destruction of, or damage
to, the Government property provided under this contract (including expenses
incidental to such loss, destruction, or damage)--

(i) That results from a risk expressly required to be insured under this
contract, but only to the extent of the insurance required to be purchased and
maintained or to the extent of insurance actually purchased and maintained,
whichever is greater;

(ii) That results from a risk that is in fact covered by insurance or for which
the Contractor is otherwise reimbursed, but only to the extent of such insurance
or reimbursement;

(iii) For which the Contractor is otherwise responsible under the express terms
of this contract;


                               Page G-21 / Revised
<PAGE>   118

                               SECTION G / REVISED

(iv) That results from willful misconduct or lack of good faith on the part of
the Contractor's managerial personnel; or

(v) That results from a failure on the part of the Contractor, due to willful
misconduct or lack of good faith on the part of the Contractor's managerial
personnel, to establish and administer a program or system for the control, use,
protection, preservation, maintenance, and repair of Government property as
required by paragraph (e) of this clause.

(3)(i) If the Contractor fails to act as provided by subdivision (g)(2)(v)
above, after being notified (by certified mail addressed to one of the
Contractor's managerial personnel) of the Government's disapproval, withdrawal
of approval, or nonacceptance of the system or program, it shall be conclusively
presumed that such failure was due to willful misconduct or lack of good faith
on the part of the Contractor's managerial personnel.

(ii) In such event, any loss or destruction of, or damage to, the Government
property shall be presumed to have resulted from such failure unless the
Contractor can establish by clear and convincing evidence that such loss,
destruction, or damage--

(A) Did not result from the Contractor's failure to maintain an approved program
or system; or

(B) Occurred while an approved program or system was maintained by the
Contractor.

(4) If the Contractor transfers Government property to the possession and
control of a subcontractor, the transfer shall not affect the liability of the
Contractor for loss or destruction of, or damage to, the property as set forth
above. However, the Contractor shall require the subcontractor to assume the
risk of, and be responsible for, any loss or destruction of, or damage to, the
property while in the subcontractor's possession or control, except to the
extent that the subcontract, with the advance approval of the Contracting
Officer, relieves the subcontractor from such liability. In the absence of such
approval, the subcontract shall contain appropriate provisions requiring the
return of all Government property in as good condition as when received, except
for reasonable wear and tear or for its use in accordance with the provisions of
the prime contract.

(5) Upon loss or destruction of, or damage to, Government property provided
under this contract, the Contractor shall so notify the Contracting Officer and
shall communicate with the loss and salvage organization, if any, designated by
the Contracting Officer. With the assistance of any such organization, the
Contractor shall take all reasonable action to protect the Government property
from further damage, separate the damaged and undamaged Government property, put
all the affected Government property in the best possible order, and furnish to
the Contracting Officer a statement of--


                               Page G-22 / Revised
<PAGE>   119

                               SECTION G / REVISED

(i) The lost, destroyed, or damaged Government property;

(ii) The time and origin of the loss, destruction, or damage;

(iii) All known interests in commingled property of which the Government
property is a part; and

(iv) The insurance, if any, covering any paRT of or interest in such commingled
property.

(6) The Contractor shall repair, renovate, and take such other action with
respect to damaged Government property as the Contracting Officer directs. If
the Government property is destroyed or damaged beyond practical repair, or is
damaged and so commingled or combined with property of others (including the
Contractor's) that separation is impractical, the Contractor may, with the
approval of and subject to any conditions imposed by the Contracting Officer,
sell such property for the account of the Government. Such sales may be made in
order to minimize the loss to the Government, to permit the resumption of
business, or to accomplish a similar purpose. The Contractor shall be entitled
to an equitable adjustment in the contract price for the expenditures made in
performing the obligations under this subparagraph (g)(6) in accordance with
paragraph (h) of this clause. However, the Government may directly reimburse the
loss and salvage organization for any of their charges. The Contracting Officer
shall give due regard to the Contractor's liability under this paragraph (g)
when making any such equitable adjustment.

(7) The Contractor shall not be reimbursed for, and shall not include as an item
of overhead, the cost of insurance or of any reserve covering risk of loss or
destruction of or damage to, Government property, except to the extent that the
Government may have expressly required the Contractor to carry such insurance
under another provision of this contract.

(8) In the event the Contractor is reimbursed or otherwise compensated for any
loss or destruction of, or damage to, Government property, the Contractor shall
use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged
Government property or shall otherwise credit the proceeds to, or equitably
reimburse, the Government, as directed by the Contracting Officer.

(9) The Contractor shall do nothing to prejudice the Government's rights to
recover against third parties for any loss or destruction of, or damage to,
Government property. Upon the request of the Contracting Officer, the Contractor
shall, at the Government's expense, furnish to the Government all reasonable
assistance and cooperation (including the prosecution of suit and the execution
of instruments of assignment in favor of the Government) in obtaining recovery.
In addition, where a subcontractor has not been relieved from liability for any
loss or destruction of, or damage to, Government property,


                               Page G-23 / Revised
<PAGE>   120

                               SECTION G / REVISED

the Contractor shall enforce for the benefit of the Government the liability of
the subcontractor for such loss, destruction, or damage.

(h) Equitable adjustment. When this clause specifies an equitable adjustment, it
shall be made to any affected contract provision in accordance with the
procedures of the Changes clause. When appropriate, the Contracting Officer may
initiate an equitable adjustment in favor of the Government. The right to an
equitable adjustment shall be the Contractor's exclusive remedy. the Government
shall not be liable to suit for breach of contract for--

(1) Any delay in delivery of Government-furnished property;

(2) Delivery of Government-furnished property in a condition not suitable for
its intended use;

(3) A decrease in or substitution of Government-furnished property; or

(4) Failure to repair or replace Government property for which the Government is
responsible.

(i) Final accounting and disposition of Government property. Upon completing
this contract, or at such earlier dates as may be fixed by the Contracting
Officer, the Contractor shall submit, in a form acceptable to the Contracting
Officer, inventory schedules covering all items of Government property not
consumed in performing this contract or delivered to the Government. The
Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the
Government property as may be directed or authorized by the Contracting Officer.
The net proceeds of any such disposal shall be credited to the cost of the work
covered by this contract or paid to the Government as directed by the
Contracting Officer. The foregoing provisions shall apply to scrap from
Government property; provided, however, that the Contracting Officer may
authorize or direct the Contractor to omit from such inventory schedules any
scrap consisting of faulty castings or forgings or of cutting and processing
waste, such as chips, cuttings, borings, turnings, short ends, circles,
trimmings, clippings, and remnants, and to dispose of such scrap in accordance
with the Contractor's normal practice and account for it as a part of general
overhead or other reimbursable costs in accordance with the Contractor's
established accounting procedures.

(j) Abandonment and restoration of Contractor premises. Unless otherwise
provided herein, the Government--

(1) May abandon any Government property in place, at which time all obligations
of the Government regarding such abandoned property shall cease; and


                               Page G-24 / Revised
<PAGE>   121

                               SECTION G / REVISED

(2) Has no obligation to restore or rehabilitate the Contractor's premises under
any circumstances (e.g., abandonment, disposition upon completion of need, or
contract completion). However, if the Government-furnished property (listed in
the Schedule or specifications) is withdrawn or is unsuitable for the intended
use, or if other Government property is substituted, then the equitable
adjustment under paragraph (h) of this clause may properly include restoration
or rehabilitation costs.

(k) Communications. All communications under this clause shall be in writing.

(l) Overseas contracts. If this contract is to be performed outside the United
States of America, its territories, or possessions, the words "Government" and
"Government-furnished" (wherever they appear in this clause) shall be construed
as "United States Government" and "United States Government-furnished,"
respectively.

                                 (End of clause)

G.21  FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS
      (SEPTEMBER 1996) 1852.245-73

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in
the Custody of Contractors, in accordance with 1845.505-14, the instructions on
the form, and subpart 1845.71. Subcontractor use of NF 1018 is not required by
this clause; however, the contractor shall include data on property in the
possession of subcontractors in the annual NF-1018.

(b) If administration of this contract has been delegated to the Department of
Defense, the original of NASA Form 1018 shall be submitted to the NASA
installation Financial Management Officer and three copies shall be sent
concurrently through the DOD Property Administrator to the NASA office
identified below. If the contract is administered by NASA, the original of NF -
1018 shall be submitted to the installation Financial Management Officer, and
three copies shall be sent concurrently to the following NASA office:

                            NASA GLENN RESEARCH CENTER
                            INDUSTRIAL PROPERTY OFFICE
                            M.S. 21-6

(c) The annual reporting period shall be from October 1 of each year through
September 30 of the following year. The report shall be submitted in time to be
received by October 31. The information contained in these reports is entered
into the NASA accounting system to reflect current asset values for agency
financial statement purposes. Therefore, it is essential that required reports
be received no later than October 31. The Contracting Officer may, in the
Government's interest, withhold payment until


                               Page G-25 / Revised
<PAGE>   122

                               SECTION G / REVISED

a reserve not exceeding $25,000 or 5 percent of the amount of the contract,
whichever is less, has been set aside, if the Contractor fails to submit annual
NF 1018 reports when due, Such reserve shall be withheld until the Contracting
Officer has determined that the required reports have been received by the
Government. The withholding of any amount or the subsequent payment thereof
shall not be construed as a waiver of any Government right.

(d) A final report is required within 30 days after disposition of all property
subject to reporting when the contract performance period is complete.

                                 (End of clause)

G.22  LIST OF GOVERNMENT-FURNISHED PROPERTY (OCTOBER 1988) 1852.245-76

For performance of work under this contract, the Government will make available
Government property identified below or in Attachment A of this contract on a
no-charge-for-use basis. The Contractor shall use this property in the
performance of this contract at the 2K1 Building and at other location(s) as may
be approved by the Contracting Officer. Under the FAR 52.245 Government
property clause of this contract, the Contractor is accountable for the
identified property.

See Attachment A for Item, Quantity, Acquisition Cost, and Date to be Furnished
to the Contractor.

                                 (End of clause)

                            [REVISED END OF SECTION]


                               Page G-26 / Revised
<PAGE>   123

                               SECTION I / REVISED

I.21  Employment Reports on Disabled Veterans and Veterans of the Vietnam Era.
      52.222-37

Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (Jan
1999)

(a) Unless the Contractor is a State or local government agency, the Contractor
shall report at least annually, as required by the Secretary of Labor, on--

(1) The number of disabled veterans and the number of veterans of the Vietnam
era in the workforce of the contractor by job category and hiring location; and

(2) The total number of new employees hired during the period covered by the
report, and of that total, the number of disabled veterans, and the number of
veterans of the Vietnam era.

(b) The above items shall be reported by completing the form entitled "Federal
Contractor Veterans' Employment Report VETS-l00."

(c) Reports shall be submitted no later than September 30 of each year beginning
September 30, 1988.

(d) The employment activity report required by paragraph (a)(2) of this clause
shall reflect total hires during the most recent 12-month period as of the
ending date selected for the employment profile report required by paragraph
(a)(1) of this clause. Contractors may select an ending date:

(1) As of the end of any pay period during the period January through March 1st
of the year the report is due, or

(2) As of December 31, if the contractor has previous written approval from the
Equal Employment Opportunity Commission to do so for purposes of submitting the
Employer Information Report EEO-1 (Standard Form 100).

(e) The count of veterans reported according to paragraph (a) of this clause
shall be based on voluntary disclosure. Each Contractor subject to the reporting
requirements at 38 U.S.C. 4212 shall invite all disabled veterans and veterans
of the Vietnam era who wish to benefit under the affirmative action program at
38 U.S.C. 4212 to identify themselves to the Contractor. The invitation shall
state that the information is voluntarily provided; that the information will be
kept confidential; that disclosure or refusal to provide the information will
not subject the applicant or employee to any adverse treatment; and that the
information will be used only in accordance with the regulations promulgated
under 38 U.S.C. 4212.


                               Page I-42 / Revised
<PAGE>   124

                               SECTION I / REVISED

(f) Subcontracts. The Contractor shall include the terms of this clause in every
subcontract or purchase order of $10,000 or more unless exempted by rules,
regulations, or orders of the Secretary.

                                 (End of clause)

1.22  NEW TECHNOLOGY (NOVEMBER 1998) 1852.227-70

(a) Definitions.

"Administrator," as used in this clause, means the Administrator of the National
Aeronautics and Space Administration (NASA) or duly authorized representative.

"Contract," as used in this clause, means any actual or proposed contract,
agreement, understanding, or other arrangement, and includes any assignment,
substitution of parties, or subcontract executed or entered into thereunder.

"Made," as used in this clause, means conception or first actual reduction to
practice; provided, that in the case of a variety of plant, the date of
determination (as defined in Section 4 1(d) of the Plant Variety Protection Act,
7 U.S.C. 240 1(d)) must also occur during the period of contract performance.

"Nonprofit organization," as used in this clause, means a domestic university or
other institution of higher education or an organization of the type described
in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and
exempt from taxation under section 501(a) of the Internal Revenue Code (26
U.S.C. 501(a)), or any domestic nonprofit scientific or educational organization
qualified under a State nonprofit organization statute.

"Practical application," as used in this clause, means to manufacture, in the
case of a composition or product; to practice, in the case of a process or
method; or to operate, in case of a machine or system; and, in each case, under
such conditions as to establish that the invention is being utilized and that
its benefits are, to the extent permitted by law or Government regulations,
available to the public on reasonable terms.

"Reportable item," as used in this clause, means any invention, discovery,
improvement, or innovation of the contractor, whether or not patentable or
otherwise protectible under Title 35 of the United States Code, made in the
performance of any work under any NASA contract or in the performance of any
work that is reimbursable under any clause


                               Page I-43 / Revised
<PAGE>   125

                               SECTION I / REVISED

in any NASA contract providing for reimbursement of costs incurred before the
effective date of the contract. Reportable items include, but are not limited
to, new processes, machines, manufactures, and compositions of matter, and
improvements to, or new applications of, existing processes, machines,
manufactures, and compositions of matter. Reportable items also include new
computer programs, and improvements to, or new applications of, existing
computer programs, whether or not copyrightable or otherwise protectible under
Title 17 of the United States Code.

"Small business firm," as used in this clause, means a domestic small business
concern as defined at 15 U.S.C. 632 and implementing regulations of the
Administrator of the Small Business Administration. (For the purpose of this
definition, the size standard contained in 13 CFR 121.3-8 for small business
contractors and in 13 CFR 121.3-12 for small business subcontractors will be
used.)

"Subject invention," as used in this clause, means any reportable item which is
or may be patentable or otherwise protectible under Title 35 of the United
States Code, or any novel variety of plant that is or may be protectible under
the Plant Variety Protection Act (7 U.S.C. 2321, et seq.).

(b) Allocation of principal rights.

(1) Presumption of title.

(i) Any reportable item that the Administrator considers to be a subject
invention shall be presumed to have been made in the manner specified in
paragraph (1) or (2) of Section 305(a) of the National Aeronautics and Space Act
of 1958 (42 U.S.C. 2457(a)) (hereinafter called "the Act"), and the above
presumption shall be conclusive unless at the time of reporting the reportable
item the Contractor submits to the Contracting Officer a written statement,
containing supporting details, demonstrating that the reportable item was not
made in the manner specified in paragraph (1) or (2) of Section 305(a) of the
Act.

(ii) Regardless of whether title to a given subject invention would otherwise be
subject to an advance waiver or is the subject of a petition for waiver, the
Contractor may nevertheless file the statement described in paragraph (b)(1)(i)
of this clause. The Administrator will review the information furnished by the
Contractor in any such statement and any other available information relating to
the circumstances surrounding the making of the subject invention and will
notify the Contractor whether the Administrator has determined that the subject
invention was made in the manner specified in paragraph (1) or (2) of Section
305(a) of the Act.

(2) Property rights in subject inventions. Each subject invention for which the
presumption of paragraph (b)(1)(i) of this clause is conclusive or for which
there has been


                               Page I-44 / Revised
<PAGE>   126

                               SECTION I / REVISED

a determination that it was made in the manner specified in paragraph (1) or (2)
of Section 305(a) of the Act shall be the exclusive property of the United
States as represented by NASA unless the Administrator waives all or any part of
the rights of the United States, as provided in paragraph (b)(3) of this clause.

(3) Waiver of rights.

(i) Section 305(f) of the Act provides for the promulgation of regulations by
which the Administrator may waive the rights of the United States with respect
to any invention or class of inventions made or that may be made under
conditions specified in paragraph (1) or (2) of Section 305(a) of the Act. The
promulgated NASA Patent Waiver Regulations, 14 CFR Section 1245, Subpart 1, have
adopted the Presidential Memorandum on Government Patent Policy of February 18,
1983, as a guide in acting on petitions (requests) for such waiver of rights.

(ii) As provided in 14 CFR 1245, Subpart 1, Contractors may petition, either
prior to execution of the contract or within 30 days after execution of the
contract, for advance waiver of rights to any or all of the inventions that may
be made under a contract. If such a petition is not submitted, or if after
submission it is denied, the Contractor (or an employee inventor of the
Contractor) may petition for waiver of rights to an identified subject invention
within eight months of first disclosure of invention in accordance with
paragraph (e)(2) of this clause, or within such longer period as may be
authorized in accordance with 14 CFR 1245.105.

(c) Minimum rights reserved by the Government.

(1) With respect to each subject invention for which a waiver of rights is
applicable in accordance with 14 CFR Section 1245, Subpart 1, the Government
reserves--

(i) An irrevocable, nonexclusive, nontransferable, royalty-free license for the
practice of such invention throughout the world by or on behalf of the United
States or any foreign government in accordance with any treaty or agreement with
the United States; and

(ii) Such other rights as stated in 14 CFR 1245.107.

(2) Nothing contained in this paragraph (c) shall be considered to grant to the
Government any rights with respect to any invention other than a subject
invention.

(d) Minimum rights to the Contractor.

(1) The Contractor is hereby granted a revocable, nonexclusive, royalty-free
license in each patent application filed in any country on a subject invention
and any resulting patent in which the Government acquires title, unless the
Contractor fails to disclose the subject invention within the times specified in
paragraph (e)(2) of this clause.


                               Page I-45 / Revised
<PAGE>   127

                               SECTION I / REVISED

The Contractor's license extends to its domestic subsidiaries and affiliates, if
any, within the corporate structure of which the Contractor is a party and
includes the right to grant sublicenses of the same scope to the extent the
Contractor was legally obligated to do so at the time the contract was awarded.
The license is transferable only with the approval of the Administrator except
when transferred to the successor of that part of the Contractor's business to
which the invention pertains.

(2) The Contractor's domestic license may be revoked or modified by the
Administrator to the extent necessary to achieve expeditious practical
application of the subject invention pursuant to an application for an exclusive
license submitted in accordance with 37 CFR Part 404, Licensing of Government
Owned Inventions. This license will not be revoked in that field of use or the
geographical areas in which the Contractor has achieved practical application
and continues to make the benefits of the invention reasonably accessible to the
public. The license in any foreign country may be revoked or modified at the
discretion of the Administrator to the extent the Contractor, its licensees, or
its domestic subsidiaries or affiliates have failed to achieve practical
application in that foreign country.

(3) Before revocation or modification of the license, the Contractor will be
provided a written notice of the Administrator's intention to revoke or modify
the license, and the Contractor will be allowed 30 days (or such other time as
may be authorized by the Administrator for good cause shown by the Contractor)
after the notice to show cause why the license should not be revoked or
modified. The Contractor has the right to appeal to the Administrator any
decision concerning the revocation or modification of its license.

(e) Invention identification, disclosures, and reports.

(1) The Contractor shall establish and maintain active and effective procedures
to assure that reportable items are promptly identified and disclosed to
Contractor personnel responsible for the administration of this New Technology
clause within six months of conception and/or first actual reduction to
practice, whichever occurs first in the performance of work under this contract.
These procedures shall include the maintenance of laboratory notebooks or
equivalent records and other records as are reasonably necessary to document the
conception and/or the first actual reduction to practice of the reportable
items, and records that show that the procedures for identifying and disclosing
reportable items are followed. Upon request, the Contractor shall furnish the
Contracting Officer a description of such procedures for evaluation and for
determination as to their effectiveness.

(2) The Contractor will disclose each reportable item to the Contracting Officer
within two months after the inventor discloses it in writing to Contractor
personnel responsible for the administration of this New Technology clause or,
if earlier, within six


                               Page I-46 / Revised
<PAGE>   128

                               SECTION I / REVISED

months after the Contractor becomes aware that a reportable item has been made,
but in any event for subject inventions before any on sale, public use, or
publication of such invention known to the Contractor. The disclosure to the
agency shall be in the form of a written report and shall identify the contract
under which the reportable item was made and the inventor(s) or innovator(s). It
shall be sufficiently complete in technical detail to convey a clear
understanding, to the extent known at the time of the disclosure, of the nature,
purpose, operation, and physical, chemical, biological, or electrical
characteristics of the reportable item. The disclosure shall also identify any
publication, on sale, or public use of any subject invention and whether a
manuscript describing such invention has been submitted for publication and, if
so, whether it has been accepted for publication at the time of disclosure. In
addition, after disclosure to the agency, the Contractor will promptly notify
the agency of the acceptance of any manuscript describing a subject invention
for publication or of any on sale or public use planned by the Contractor for
such invention.

(3) The Contractor shall furnish the Contracting Officer the following:

(i) Interim reports every 12 months (or such longer period as may be specified
by the Contracting Officer) from the date of the contract, listing reportable
items during that period, and certifying that all reportable items have been
disclosed (or that there are no such inventions) and that the procedures
required by paragraph (e)(l) of this clause have been followed.

(ii) A final report, within 3 months after completion of the contracted work,
listing all reportable items or certifying that there were no such reportable
items, and listing all subcontracts at any tier containing a patent rights
clause or certifying that there were no such subcontracts.

(4) The Contractor agrees, upon written request of the Contracting Officer, to
furnish additional technical and other information available to the Contractor
as is necessary for the preparation of a patent application on a subject
invention and for the prosecution of the patent application, and to execute all
papers necessary to file patent applications on subject inventions and to
establish the Government's rights in the subject inventions.

(5) The Contractor agrees, subject to paragraph 27.302(i), of the Federal
Acquisition Regulation (FAR), that the Government may duplicate and disclose
subject invention disclosures and all other reports and papers furnished or
required to be furnished pursuant to this clause.

(f) Examination of records relating to inventions.


                               Page I-47 / Revised
<PAGE>   129

                               SECTION I / REVISED

(1) The Contracting Officer or any authorized representative shall, until 3
years after final payment under this contract, have the right to examine any
books (including laboratory notebooks), records, and documents of the Contractor
relating to the conception or first actual reduction to practice of inventions
in the same field of technology as the work under this contract to determine
whether--

(i) Any such inventions are subject inventions;

(ii) The Contractor has established and maintained the procedures required by
paragraph (e)(1) of this clause; and

(iii) The Contractor and its inventors have complied with the procedures.

(2) If the Contracting Officer learns of an unreported Contractor invention that
the Contracting Officer believes may be a subject invention, the Contractor may
be required to disclose the invention to the agency for a determination of
ownership rights.

(3) Any examination of records under this paragraph will be subject to
appropriate conditions to protect the confidentiality of the information
involved.

(g) Withholding of payment (this paragraph does not apply to subcontracts).

(1) Any time before final payment under this contract, the Contracting Officer
may, in the Government's interest, withhold payment until a reserve not
exceeding $50,000 or 5 percent of the amount of this contract, whichever is
less, shall have been set aside if, in the Contracting Officer's opinion, the
Contractor fails to--

(i) Establish, maintain, and follow effective procedures for identifying and
disclosing reportable items pursuant to paragraph (e)(1) of this clause;

(ii) Disclose any reportable items pursuant to paragraph (e)(2) of this clause;

(iii) Deliver acceptable interim reports pursuant to paragraph (e)(3)(i) of this
clause; or

(iv) Provide the information regarding subcontracts pursuant to paragraph (h)(4)
of this clause.

(2) Such reserve or balance shall be withheld until the Contracting Officer has
determined that the Contractor has rectified whatever deficiencies exist and has
delivered all reports, disclosures, and other information required by this
clause.

(3) Final payment under this contract shall not be made before the Contractor
delivers to


                               Page I-48 / Revised
<PAGE>   130

                               SECTION I / REVISED

the Contracting Officer all disclosures of reportable items required by
paragraph (e)(2) of this clause, and an acceptable final report pursuant to
paragraph (e)(3)(ii) of this clause.

(4) The Contracting Officer may decrease or increase the sums withheld up to the
maximum authorized above. No amount shall be withheld under this paragraph while
the amount specified by this paragraph is being withheld under other provisions
of the contract. The withholding of any amount or the subsequent payment thereof
shall not be construed as a waiver of any Government rights.

(h) Subcontracts.

(1) Unless otherwise authorized or directed by the Contracting Officer, the
Contractor shall--

(i) Include this clause (suitably modified to identify the parties) in any
subcontract hereunder (regardless of tier) with other than a small business firm
or nonprofit organization for the performance of experimental, developmental, or
research work; and

(ii) Include the clause at FAR 52.227-11 (suitably modified to identify the
parties) in any subcontract hereunder (regardless of tier) with a small business
firm or nonprofit organization for the performance of experimental,
developmental, or research work.

(2) In the event of a refusal by a prospective subcontractor to accept such a
clause the Contractor--

(i) Shall promptly submit a written notice to the Contracting Officer setting
forth the subcontractor's reasons for such refusal and other pertinent
information that may expedite disposition of the matter; and

(ii) Shall not proceed with such subcontract without the written authorization
of the Contracting Officer.

(3) In the case of subcontracts at any tier, the agency, subcontractor, and
Contractor agree that the mutual obligations of the parties created by this
clause constitute a contract between the subcontractor and NASA with respect to
those matters covered by this clause.

(4) The Contractor shall promptly notify the Contracting Officer in writing upon
the award of any subcontract at any tier containing a patent rights clause by
identifying the subcontractor, the applicable patent rights clause, the work to
be performed under the subcontract, and the dates of award and estimated
completion. Upon request of the Contracting Officer, the Contractor shall
furnish a copy of such subcontract, and, no more frequently than annually, a
listing of the subcontracts that have been awarded.


                               Page I-49 / Revised
<PAGE>   131

                               SECTION I / REVISED

(5) The subcontractor will retain all rights provided for the Contractor in the
clause of subparagraph (h)(1)(i) or (ii) of this clause, whichever is included
in the subcontract, and the Contractor will not, as part of the consideration
for awarding the subcontract, obtain rights in the subcontractor's subject
inventions.

(i) Preference for United States industry. Unless provided otherwise, no
Contractor that receives title to any subject invention and no assignee of any
such Contractor shall grant to any person the exclusive right to use or sell any
subject invention in the United States unless such person agrees that any
products embodying the subject invention will be manufactured substantially in
the United States. However, in individual cases, the requirement may be waived
by the Administrator upon a showing by the Contractor or assignee that
reasonable but unsuccessful efforts have been made to grant licenses on similar
terms to potential licensees that would be likely to manufacture substantially
in the United States or that under the circumstances domestic manufacture is not
commercially feasible.

                                (end of clause)
                               Page I-50 / Revised
<PAGE>   132

                               SECTION J / REVISED

                     PART III - LIST OF DOCUMENTS, EXHIBITS
                             AND OTHER ATTACHMENTS

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

                      SECTION J - LIST OF ATTACHMENTS

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

                                                                       NO.
ATTACHMENT                  TITLE                       DATE           PAGES
----------    -------------------------------         ---------
    A.        LIST OF INSTALLATION - PROVIDED         01/JUL/99        197
              GOVERNMENT PROPERTY

    B.        LIST OF INSTALLATION - PROVIDED         01/JUL/99        186
              GOVERNMENT PROPERTY ASSIGNED
              TO DYNACS EMPLOYEES ON SITE


                               Page J-1 / Revised
<PAGE>   133

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                              1. CONTRACT ID CODE                           1 of 2

------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE           4. REQUISITION/PURCHASE REQ.NO.       5. PROJECT NO. (if applicable)
               2                      May 20, 1999
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY                              CODE 0616/TAS          7. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
                                               ------------                                                             ------------
NASA Glenn Research Center
Attn: Thomas A Spicer
Services and Construction Branch
21000 Brookpark Road, Mail Stop 500-312
Cleveland, OH 44135-3191
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code)       |_|  9A.  AMENDMENT OF SOLICITATION NO.

   DYNACS ENGINEERING COMPANY INC.                                                     ---------------------------------------------
   2001 Aerospace Parkway                                                              9B.  DATED (SEE ITEM 11)
   Brookpark, Ohio 44142
                                                                                       ---------------------------------------------
                                                                                  |X|  10A. MODIFICATION OF CONTRACT/ORDER NO.
                                                                                                    NAS3-98008
                                                                                       ---------------------------------------------
----------------------------------------------------------------------------------     10B. DATED (SEE ITEM 13)
CODE (PF)(9)                    FACILITY CODE                                                       12-17-97
------------------------------------------------------------------------------------------------------------------------------------
                                      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).


------------------------------------------------------------------------------------------------------------------------------------
|_|   C.  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:


------------------------------------------------------------------------------------------------------------------------------------
|X|   D.  OTHER (Specify type of modification and authority)

          B.4 Award Fee Pool (SEPT 97)
------------------------------------------------------------------------------------------------------------------------------------
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.)

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)

                                                                                    Thomas A. Spicer, Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                     15C. DATE SIGNED              16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

BY                                                                        BY /s/ Thomas A. Spicer                      May 20, 1999
  ----------------------------------------                                  ---------------------------------------
  (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
                                                                                                  FAR (48 CFR) 53.243
</TABLE>

                              DUPLICATE ORIGINAL

<PAGE>   134

NAS3-98008                     Modification No. 2                         Page 2

The contract is modified to reflect the Award Fee determination for the
evaluation period from from June 1, 1998 through February 28, 1999 as follows:

<TABLE>
<CAPTION>
                                Prior Amount    This Action      New Amount
                                ------------    -----------      ----------
<S>                              <C>            <C>             <C>
Estimated Cost                   $42,185,846              --    $42,185,846
Earned Award Fee                          --    $ 549,755.00    $649,755.00
Potential Award Fee Pool         $ 1,371,261    $(676,828.00)   $694,433.00
                                 -----------    ------------    -----------
TOTAL CONTRACT                   $43,557,107    $ (27,073.00)   $43,530,034
</TABLE>
<PAGE>   135

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                              1. CONTRACT ID CODE                      PAGE
                                                                                                                              1 of 2
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE           4. REQUISITION/PURCHASE REQ.NO.       5. PROJECT NO. (if applicable)
               1                      11-9-98                              N/A
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY                              CODE 0616/TAS          7. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
                                               ------------                                                             ------------
NASA Lewis Research Center
Attn: Thomas A Spicer
Services and Construction Branch
21000 Brookpark Road, Mail Stop 500-312
Cleveland, OH 44135-3191
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code)       |_|  9A.  AMENDMENT OF SOLICITATION NO.

Dynacs Engineering Company Inc.                                                        ---------------------------------------------
2001 Aerospace Parkway                                                                 9B.  DATED (SEE ITEM 11)
Brookpark, Ohio 44142
                                                                                       ---------------------------------------------
                                                                                  |X|  10A. MODIFICATION OF CONTRACT/ORDER NO.
                                                                                                    NAS3-98008
                                                                                       ---------------------------------------------
----------------------------------------------------------------------------------     10B. DATED (SEE ITEM 13)
CODE (PF)(9)                    FACILITY CODE                                                       12-17-98
------------------------------------------------------------------------------------------------------------------------------------
                                      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
------------------------------------------------------------------------------------------------------------------------------------
|_|   D.  OTHER (Specify type of modification and authority)

          B.4 Award Fee Pool (SEPT 97)
------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 1 copies to the issuing office.
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter
    where feasible.)

(1)   On October 28, 1998, consent was given to subcontract for assets owned by
      Federal Data Corporation (FDC). The assets shall be depreciated over the
      24 months remaining on the contract using the sum-of-years-digits
      depreciation method. These assets are subject to clause G.9, "Option to
      Purchase Contractor Equipment (Nov 1996):

------------------------------------------------------------------------------------------------------------------------------------
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)

KEVIN M McQUADE; DIR. BUSINESS & ADMIN                                              Thomas A. Spicer, Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                     15C. DATE SIGNED              16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

BY /s/ Kevin M McQuade                           11-9-98                  BY /s/ Thomas A. Spicer                         11/9/98
  ----------------------------------------                                  ---------------------------------------
  (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
                                                                                                  FAR (48 CFR) 53.243
</TABLE>

                              DUPLICATE ORIGINAL

<PAGE>   136

At the end of the contract period of performance, the Contractor grants the
Government options for the following: (1) the Contractor agrees to sell any
Contractor-owned property used in the performance of this contract to a
successor Contractor at its depreciated value based on the Contractor's
depreciation schedule; or (2) The Contractor agrees to sell any Contractor-Owned
property used in performance of this contract to the Government at its
depreciated value based on the Contractor's depreciation schedule; or (3) The
contractor agrees to utilize the depreciated property on a follow-on contract if
the Contractor is the Successor Contractor; or (4) the Contractor will sell the
property for fair market value within ninety days after the end of period of
performance and will credit the contract for the amount in excess of the sale
price minus the depreciated value and selling expenses. The Government may
exercise one of the above options by unilateral modification issued to the
Contractor not later than thirty (30) days after the end of the contract period
of performance.

(2) The following requirements are made a part of The Statement of Work:

(a) "Year 2000 compliant," as used herein, means that the information technology
(hardware, software and firmware, including embedded systems or any other
electro-mechanical or processor-based systems used in accordance with its
associated documentation) accurately processes date and date-related data
(including, but not limited to, calculating, comparing and sequencing) from,
into, and between the twentieth and twenty-first centuries, and the years 1999
and 2000 and leap year calculations, to the extent that other information
technology being acquired, properly exchanges date and date-related data with
it.

(b) Any information technology provided, operated and/or maintained under this
must be Year 2000 compliant. To ensure this result, the Contractor shall provide
documentation describing how the information technology (IT) items or services
demonstrate Year 2000 compliance.

(c) Milestones for Renovation, Validation and Implementation: Any IT determined
to be non-year 2000 compliant shall be replaced, retired, or repaired in
accordance with the following schedule:

o     "Renovation" includes making and documenting software and hardware
      changes, developing replacement systems, and decommissioning systems to be
      retired. The Contractor must complete renovation of affected software,
      hardware and firmware by December 31, 1998.

o     "Validation includes unit, integration, system, and end-to-end testing for
      2000 compliance. The contractor must complete validation and testing of
      converted or replaced systems into a production environment. The
      Contractor must complete implementation by March 31, 1999.

o     "Implementation includes acceptance testing and integration of converted
      and replaced systems into a production environment. The contractor must
      complete implementation by March 31, 1999.

(d) At a minimum, the contractor shall provide documentation, including project
plans and status reports, which demonstrate that the Contractor is meeting the
milestones listed above.
<PAGE>   137

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                              1. CONTRACT ID CODE                  PAGE OF PAGES
                                                                                     NAS3-98008                         1      407
------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE           4. REQUISITION/PURCHASE REQ.NO.       5. PROJECT NO. (if applicable)
   Modification Number Three (03)     7/23/99                            NONE                            SETAR II
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY                              CODE 7830/Lupson       7. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
                                               ------------                                                             ------------
     NASA Glenn Research Center
     Services & Construction Branch (M.S. 500-312)
     21000 Brookpark Road
     Cleveland, OH 44135-3191
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code)       |X|  9A.  AMENDMENT OF SOLICITATION NO.

     Dynacs Engineering Company                                                        ---------------------------------------------
     2001 Aerospace Parkway                                                            9B.  DATED (SEE ITEM 11)
     Brookpark, Ohio 44142
                                                                                       ---------------------------------------------
                                                                                  |X|  10A. MODIFICATION OF CONTRACT/ORDER NO.
                                                                                               NAS3-98008
                                                                                       ---------------------------------------------
----------------------------------------------------------------------------------     10B. DATED (SEE ITEM 13)
CODE                            FACILITY CODE                                                  12/17/97
------------------------------------------------------------------------------------------------------------------------------------
                                      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: Federal Acquisition Regulations (FAR) clauses

          52.233-1 entitled "Disputes", 52.243-4 entitled "Changes" and mutual agreement
------------------------------------------------------------------------------------------------------------------------------------
|_|   D.  OTHER (Specify type of modification and authority)


------------------------------------------------------------------------------------------------------------------------------------
E. IMPORTANT: Contractor is required to sign this document and return ONE copies to the issuing office.
------------------------------------------------------------------------------------------------------------------------------------
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter
    where feasible.)

          (SEE ATTACHED 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)

     /s/ [Illegible]                                                                Thomas A. Spicer / Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                     15C. DATE SIGNED              16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

    VICE PRESIDENT &
BY  PROGRAM MANAGER                          7/7/99                       BY  /s/ Thomas A. Spicer                        7/23/99
  ----------------------------------------                                  ---------------------------------------
  (Signature of person authorized to sign)                                    (Signature of Contracting Officer)
------------------------------------------------------------------------------------------------------------------------------------
NSN 7540-01-152-807030-105                  STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITION UNUSABLE                                                                         Prescribed by GSA
                                                                                                  FAR (48 CFR) 53.243
</TABLE>

                               DUPLICATE ORIGINAL

<PAGE>   138

MODIFICATION NUMBER THREE (3)                                     PAGE 2 OF 407

WHEREAS, The Government has directed and requested certain changes in the
         contract, and the Contractor has submitted the appropriate proposals
         for the additional changes requested; and

WHEREAS, The Parties hereto have negotiated and agreed to an equitable
         adjustment in the contract;

NOW THEREFORE, In consideration of the premises and of the obligations herein
         set forth, the parties hereto do mutually agree as follows:

"In Section B of the contract, page B-2 is deleted in its entirety and the
attached Section B page B-2/Revised is substituted therefore and made a part
hereof;

In Section G of the contract, pages G-13 and G-14 are deleted in their entirety
and the attached Section G pages G-13/Revised and G-14/Revised is substituted
therefor. Pages G-19 through G-26 /Revised are hereby added to Section G and
include the contract clauses G.20 "Government Property (52.245-5)", G.21
"Financial Reporting Of NASA Property In The Custody Of
Contractors(1852.245-73)" and G.22 "List Of Government-Furnished
Property(1852.245-76)" and are made a part hereof;

In Section I of the Contract, pages I-42 through I-50/Revised are hereby added
to Section I and include the contract clauses I-21 "Employment Reports On
Disabled Veterans and Veterans Of The Vietnam Era(52.222-37)" and I-22 "New
Technology(1852.227-70) and are made a part hereof;

In Section J of the Contract, Section J is deleted in it's entirety and the
Attached Section J Revised is substituted therefor and made a part hereof;

The Period of Performance remains unchanged from June 1, 1998 to August 31,
2000.

The Parties hereto acknowledge and agree that any and all claims for equitable
adjustment of the contract price and time pursuant to the provisions of the
clause(s) 52.243-04 entitled "CHANGES", and 52.233-01 entitled "DISPUTES" and
Mutual Agreement are hereby fully satisfied and discharged with respect to this
Supplemental Agreement Number Three (3).

                              [END OF MODIFICATION)
<PAGE>   139

                               SECTION B / REVISED

Contract Maximum: The Government issued Task Order(s) under this contract shall
not exceed a maximum of $66,797,004 (Cost=$64,795,583; Fee/Profit=$2,001,421)
for the 27 months of performance.

Task Order(s) shall be issued on either a Firm Fixed Price (FFP) basis or on a
Cost Reimbursable (CR) basis.

Ten percent of the technical hours (111,065 hours) have the potential of being
worked under fixed priced task order(s). The profit will be $2.34/technical hour
arced to at task acceptance. The maximum total fixed fee for 27 months is
$259,892.

Ninety percent of the technical hours (999,582 hours) have the potential of
being worked under cost plus award fee task order(s).

The Award Fee periods, award fee per technical hour, and the maximum award fee
pool is as follows:

<TABLE>
<CAPTION>
Period                            Fee Per Tech. Hour      Maximum Award Fee Pool
------                            ------------------      ----------------------
<S>    <C>                              <C>                    <C>
1      Jun 1/98-Feb 28/99               $1.78                    $649,755
2      Mar 1/99-Aug 31/99               $1.81                    $454,404
3      Sep 1/99-Feb 28/00               $1.81                    $443,269
4      Mar l/00-Aug 31/00               $1.81                    $453,993

TOTAL                                                          $2,001,421
</TABLE>

(a) FIRM FIXED PRICE TASK ORDERS

Firm Fixed Price task order(s) shall be issued for work that can be well defined
and for which a fair and reasonable price can be obtained. The price is not
subject to any adjustment on the basis of contract cost experience.

(b) COST - REIMBURSEMENT TASK ORDERS

Work performed by the contractor shall be reimbursed based upon allowable costs
incurred, subject to negotiated limitations.

(c) AWARD FEE

Based upon the Contractor's overall performance, an award fee may be provided to
the Contractor. The amount of fee will be determined by the Government. The
award fee pool will be divided into two parts. The first part will consider the
contract administration and cost control. The second part will consider task
order performance.

                                 (End Of Clause)


                               Page B-2 / Revised
<PAGE>   140

                               SECTION G / REVISED

(1) Final payment for Distributed Cost, including General and Administrative
(G&A) expenses will be based on the application of the actual audited rate, but
not in excess of the following ceilings:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
RATE             BASE TO WHICH RATE           CFY 1998            CFY 1999
CATEGORY         APPLIES                      JUNE 1 - DEC.31     JAN.1-JUNE 3O
--------------------------------------------------------------------------------
<S>              <C>                          <C>                 <C>
SUPPORT          TECHNICAL PRODUCTIVE         5.25%               7.70%
LABOR            LABOR COST
--------------------------------------------------------------------------------
LABOR            TECHNICAL PRODUCTIVE         33.40%              33.80%
OVERHEAD         LABOR COST
--------------------------------------------------------------------------------
GENERAL &        TOTAL ALLOWABLE              1.70%               1.90%
ADMINISTRATIVE   EXCLUDING TASK DIRECT
EXPENSE
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
RATE CATEGORY      BASE TO WHICH RATE          CFY 1999           CFY 2000
                   APPLIES                     JULY 1 - DEC.31    JAN. 1-AUG.31
--------------------------------------------------------------------------------
<S>                <C>                         <C>                <C>
DISTRIBUTED        TECHNICAL PRODUCTIVE        75%                75%
COSTS              LABOR COST

--------------------------------------------------------------------------------
GENERAL &          TOTAL ALLOWABLE             4%                 4%
ADMINISTRATIVE     EXCLUDING TASK DIRECT &
EXPENSE            APPLICABLE. G&A*
--------------------------------------------------------------------------------
</TABLE>

*Note: This 4% cap is included in the total ceiling rate of 75%

(2) Definitions:

"Distributed Costs" is the Support Labor, Labor Overhead. ODC's-Facilities.
Other ODC's and G&A.

(i) "Technical Productive Labor Cost" is the direct labor cost, without any
burdens, of ALL personnel charging directly to task orders, in accordance with
the contractor & DCAA approved accounting system EXCLUDING the following
personnel and/or functions:

                  (A)   Program Manager

                  (B)   Department Directors

                  (C)   Executive Secretary

                  (D)   Support Overhead Labor

(ii) "Program Manager" is the individual who runs the Dynacs organization at
GRC. This person. regardless of title classification, would be responsible for
the directing and carrying on of Dynacs' business and/or affairs as they relate
to the overall performance of this contract.

(iii) "Department Directors" are those individuals who are one level below the
"Program Manager" and who are entrusted with the overall direction and operation
of the "technical departments" at GRC. The "technical departments" are
Aeromechanics. Aerospace Technology. Aeropropulsion Systems. and Space Sciences.

(iv) "Executive Secretary" is the individual(s) who to a substantial degree,
directly or indirectly, provides the "Program Manager" with secretarial support.


                               Page G-13 / Revised
<PAGE>   141

                               SECTION G / REVISED

(v) "Support Labor" labor in addition to labor defined in (ii), (iii) and (iv)
above, associated with the following administrative functions: Accounting,
Payroll, Human Resources, Contract Management, Purchasing, and Safety & Quality
Assurance.

(vi) "Direct Labor Cost" is that cost associated with any personnel who is not
in a paid absence status such as vacation, sick, or holiday leave AND which is
properly recorded and charged to the contract as Direct Labor Cost in accordance
with both written company policy AND the contractors DCAA approved accounting
system.

(vii) "Task Direct Charges" is that cost which is directly chargeable to a task
order such as. but not limited to, travel and training directly related to a
specific task AND any equipment and material directly related to, and/or
necessary for, the performance of a specific task.

(viii) "Labor Overhead" is the cost associated with employee absences, taxes,
and benefits. Specific cost elements include but is not limited to: vacation,
sick, administrative leave, RCA, FUTA, SUTA, workers compensation, employee
morale and welfare, 401-(k), medical coverage, and long-term disability
coverage.

(ix) "G&A" is the Home Office residual costs allocated in accordance with CAS
403.

(x) "Distributed Costs" are ALL CONTRACT DIRECT AND INDIRECT costs other than
those costs specifically identified as "Technical Productive Labor Costs," "Task
Direct Charges," and " Award Fee." "Distributed Costs" include cost elements
such as: Labor Overhead, Facilities, Support Labor, Other Support and G&A.

(3) Exceptions:

      (i)   Increased Distributed Costs during the term of this contract that
            result from such items as statute, court decision or written rulings
            or regulations by the Internal Revenue Service or other taxing
            authority may be cause for adjustment of the distributed rate.

      (ii)  Notwithstanding the above paragraph, in the event that the actual
            distributed rate exceeds the ceiling rate; all costs in excess of
            the ceiling rate are not reimbursable under this contract.

      (iii) The Contractor shall advise the Contracting Officer of any planned
            or approved accounting changes that would impact the subject rates
            and demonstrate how the changes will impact the negotiated ceilings.


                               Page G-14 / Revised
<PAGE>   142

                               SECTION G / REVISED

                    GOVERNMENT PROPERTY CLAUSES FAR/NASA-FAR

G.20  GOVERNMENT PROPERTY(Cost-Reimbursement, Time-and-Material, or Labor-Hour
      Contracts). (Jan 1986) 52.245-5

(a) Government-furnished property.

(1) The term "Contractor's managerial personnel," as used in paragraph (g) of
this clause, means any of the Contractor's directors, officers, managers,
superintendents, or equivalent representatives who have supervision or direction
of--

(i) All or substantially all of the Contractor's business;

(ii) All or substantially all of the Contractor's operation at any one plant, or
separate location at which the contract is being performed; or

(iii) A separate and complete major industrial operation connected with
performing this contract.

(2)The Government shall deliver to the Contractor, for use in connection with
and under the terms of this contract, the Government-furnished property
described in the Schedule or specifications, together with such related data and
information as the Contractor may request and as may be reasonably required for
the intended use of the property (hereinafter referred to as
"Government-Furnished Property").

(3) The delivery or performance dates for this contract are based upon the
expectation that Government-furnished property suitable for use will be
delivered to the Contractor at the times stated in the Schedule or, if not so
stated, in sufficient time to enable the Contractor to meet the contract's
delivery or performance dates.

(4) If Government-furnished property is received by the Contractor in a
condition not suitable for the intended use, the Contractor shall, upon receipt,
notify the Contracting Officer, detailing the facts, and, as directed by the
Contracting Officer and at Government expense, either effect repairs or
modification or return or otherwise dispose of the property. After completing
the directed action and upon written request of the Contractor, the Contracting
Officer shall make an equitable adjustment as provided in paragraph (h) of this
clause.

(5) If Government-furnished property is not delivered to the Contractor by the
required time or times, the Contracting Officer shall, upon the Contractor's
timely written request,


                               Page G-19 / Revised
<PAGE>   143

                               SECTION G / REVISED

make a determination of the delay, if any, caused the Contractor and shall make
an equitable adjustment in accordance with paragraph (h) of this clause.

(b) Changes in Government-furnished property. (1) The Contracting Officer may,
by written notice, (i) decrease the Government-furnished property provided or to
be provided under this contract or (ii) substitute other Government-furnished
property for the property to be provided by the Government or to be acquired by
the Contractor for the Government under this contract. The Contractor shall
promptly take such action as the Contracting Officer may direct regarding the
removal, shipment, or disposal of the property covered by this notice.

(2) Upon the Contractor's written request, the Contracting Officer shall make an
equitable adjustment to the contact in accordance with paragraph (h) of this
clause, if the Government has agreed in the Schedule to make such property
available for performing this contract and there is any-- (i) Decrease or
substitution in this property pursuant to subparagraph (b)(1) above; or (ii)
Withdrawal of authority to use property, if provided under any other contract or
lease. (c) Title. (1) The Government shall retain title to all
Government-furnished property.

(2) Title to all property purchased by the Contractor for which the Contractor
is entitled to be reimbursed as a direct item of cost under this contract shall
pass to and vest in the Government upon the vendor's delivery of such property.

(3) Title to all other property, the cost of which is reimbursable to the
Contractor, shall pass to and vest in the Government upon--

(i) Issuance of the property for use in contract performance;

(ii) Commencement of processing of the property for use in contract performance;
or

(iii) Reimbursement of the cost of the property by the Government, whichever
occurs first.

(4) All Government-furnished property and all property acquired by the
Contractor, title to which vests in the Government under this paragraph
(collectively referred to as "Government property"), are subject to the
provisions of this clause. Title to Government property shall not be affected by
its incorporation into or attachment to any property not owned by the
Government, nor shall Government property become a fixture or lose its identity
as personal property by being attached to any real property.


                               Page G-20 / Revised
<PAGE>   144

                               SECTION G / REVISED

(d) Use of Government property. The Government property shall be used only for
performing this contract, unless otherwise provided in this contract or approved
by the Contracting Officer.

(e) Property administration. (1) The Contractor shall be responsible and
accountable for all Government property provided under the contract and shall
comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on
the date of this contract.

(2) The Contractor shall establish and maintain a program for the use,
maintenance, repair, protection, and preservation of Government property in
accordance with sound business practice and the applicable provisions of FAR
Subpart 45.5.

(3) If damage occurs to Government property, the risk of which has been assumed
by the Government under this contract, the Government shall replace the items or
the Contractor shall make such repairs as the Government directs. However, if
the Contractor cannot effect such repairs within the time required, the
Contractor shall dispose of the property as directed by the Contracting Officer.
When any property for which the Government is responsible is replaced or
repaired, the Contracting Officer shall make an equitable adjustment in
accordance with paragraph (h) of this clause.

(f) Access. The Government and all its designees shall have access at all
reasonable times to the premises in which any Government property is located for
the purpose of inspecting the Government property.

(g) Limited risk of loss. (1) The Contractor shall not be liable for loss or
destruction of, or damage to, the Government property provided under this
contract or for expenses incidental to such loss, destruction, or damage, except
as provided in subparagraphs (2) and (3) below.

(2) The Contractor shall be responsible for loss or destruction of, or damage
to, the Government property provided under this contract (including expenses
incidental to such loss, destruction, or damage)--

(i) That results from a risk expressly required to be insured under this
contract, but only to the extent of the insurance required to be purchased and
maintained or to the extent of insurance actually purchased and maintained,
whichever is greater;

(ii) That results from a risk that is in fact covered by insurance or for which
the Contractor is otherwise reimbursed, but only to the extent of such insurance
or reimbursement;

(iii) For which the Contractor is otherwise responsible under the express terms
of this contract;


                               Page G-21 / Revised
<PAGE>   145

                               SECTION G / REVISED

(iv) That results from willful misconduct or lack of good faith on the part of
the Contractor's managerial personnel; or

(v) That results from a failure on the part of the Contractor, due to willful
misconduct or lack of good faith on the part of the Contractor's managerial
personnel, to establish and administer a program or system for the control, use,
protection, preservation, maintenance, and repair of Government property as
required by paragraph (e) of this clause.

(3)(i) If the Contractor fails to act as provided by subdivision (g)(2)(v)
above, after being notified (by certified mail addressed to one of the
Contractor's managerial personnel) of the Government's disapproval, withdrawal
of approval, or nonacceptance of the system or program, it shall be conclusively
presumed that such failure was due to willful misconduct or lack of good faith
on the part of the Contractor's managerial personnel.

(ii) In such event, any loss or destruction of, or damage to, the Government
property shall be presumed to have resulted from such failure unless the
Contractor can establish by clear and convincing evidence that such loss,
destruction, or damage--

(A) Did not result from the Contractor's failure to maintain an approved program
or system; or

(B) Occurred while an approved program or system was maintained by the
Contractor.

(4) If the Contractor transfers Government property to the possession and
control of a subcontractor, the transfer shall not affect the liability of the
Contractor for loss or destruction of, or damage to, the property as set forth
above. However, the Contractor shall require the subcontractor to assume the
risk of, and be responsible for, any loss or destruction of, or damage to, the
property while in the subcontractor's possession or control, except to the
extent that the subcontract, with the advance approval of the Contracting
Officer, relieves the subcontractor from such liability. In the absence of such
approval, the subcontract shall contain appropriate provisions requiring the
return of all Government property in as good condition as when received, except
for reasonable wear and tear or for its use in accordance with the provisions of
the prime contract.

(5) Upon loss or destruction of, or damage to, Government property provided
under this contract, the Contractor shall so notify the Contracting Officer and
shall communicate with the loss and salvage organization, if any, designated by
the Contracting Officer. With the assistance of any such organization, the
Contractor shall take all reasonable action to protect the Government property
from further damage, separate the damaged and undamaged Government property, put
all the affected Government property in the best possible order, and furnish to
the Contracting Officer a statement of--


                               Page G-22 / Revised
<PAGE>   146

                               SECTION G / REVISED

(i) The lost, destroyed, or damaged Government property;

(ii) The time and origin of the loss, destruction, or damage;

(iii) All known interests in commingled property of which the Government
property is a part; and

(iv) The insurance, if any, cove ring any pan of or interest in such commingled
property.

(6) The Contractor shall repair, renovate, and take such other action with
respect to damaged Government property as the Contracting Officer directs. If
the Government property is destroyed or damaged beyond practical repair, or is
damaged and so commingled or combined with property of others (including the
Contractor's) that separation is impractical, the Contractor may, with the
approval of and subject to any conditions imposed by the Contracting Officer,
sell such property for the account of the Government. Such sales may be made in
order to minimize the loss to the Government, to permit the resumption of
business, or to accomplish a similar purpose. The Contractor shall be entitled
to an equitable adjustment in the contract price for the expenditures made in
performing the obligations under this subparagraph (g)(6) in accordance with
paragraph (h) of this clause. However, the Government may directly reimburse the
loss and salvage organization for any of their charges. The Contracting Officer
shall give due regard to the Contractor's liability under this paragraph (g)
when making any such equitable adjustment.

(7) The Contractor shall not be reimbursed for, and shall not include as an item
of overhead, the cost of insurance or of any reserve covering risk of loss or
destruction of or damage to, Government property, except to the extent that the
Government may have expressly required the Contractor to carry such insurance
under another provision of this contract.

(8) In the event the Contractor is reimbursed or otherwise compensated for any
loss or destruction of, or damage to, Government property, the Contractor shall
use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged
Government property or shall otherwise credit the proceeds to, or equitably
reimburse, the Government, as directed by the Contracting Officer.

(9) The Contractor shall do nothing to prejudice the Government's rights to
recover against third parties for any loss or destruction of, or damage to,
Government property. Upon the request of the Contracting Officer, the Contractor
shall, at the Government's expense, furnish to the Government all reasonable
assistance and cooperation (including the prosecution of suit and the execution
of instruments of assignment in favor of the Government) in obtaining recovery.
In addition, where a subcontractor has not been relieved from liability for any
loss or destruction of or damage to, Government property,


                               Page G-23 / Revised
<PAGE>   147

                               SECTION G / REVISED

the Contractor shall enforce for the benefit of the Government the liability of
the subcontractor for such loss, destruction, or damage.

(h) Equitable adjustment. When this clause specifies an equitable adjustment, it
shall be made to any affected contract provision in accordance with the
procedures of the Changes clause. When appropriate, the Contracting Officer may
initiate an equitable adjustment in favor of the Government. The right to an
equitable adjustment shall be the Contractor's exclusive remedy, the Government
shall not be liable to suit for breach of contract for--

(1) Any delay in delivery of Government-furnished property;

(2) Delivery of Government-furnished property in a condition not suitable for
its intended use;

(3) A decrease in or substitution of Government-furnished property; or

(4) Failure to repair or replace Government property for which the Government is
responsible.

(i) Final accounting and disposition of Government property. Upon completing
this contract, or at such earlier dates as may be fixed by the Contracting
Officer, the Contractor shall submit, in a form acceptable to the Contracting
Officer, inventory schedules covering all items of Government property not
consumed in performing this contract or delivered to the Government. The
Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the
Government property as may be directed or authorized by the Contracting Officer.
The net proceeds of any such disposal shall be credited to the cost of the work
covered by this contract or paid to the Government as directed by the
Contracting Officer. The foregoing provisions shall apply to scrap from
Government property; provided, however, that the Contracting Officer may
authorize or direct the Contractor to omit from such inventory schedules any
scrap consisting of faulty castings or forgings or of cutting and processing
waste, such as chips, cuttings, borings, turnings, short ends, circles,
trimmings, clippings, and remnants, and to dispose of such scrap in accordance
with the Contractor's normal practice and account for it as a part of general
overhead or other reimbursable costs in accordance with the Contractor's
established accounting procedures.

(j) Abandonment and restoration of Contractor premises. Unless otherwise
provided herein, the Government--

(1) May abandon any Government property in place, at which time all obligations
of the Government regarding such abandoned property shall cease; and


                               Page G-24 / Revised
<PAGE>   148

                               SECTION G / REVISED

(2) Has no obligation to restore or rehabilitate the Contractor's premises under
any circumstances (e.g., abandonment, disposition upon completion of need, or
contract completion). However, if the Government-furnished property (listed in
the Schedule or specifications) is withdrawn or is unsuitable for the intended
use, or if other Government property is substituted, then the equitable
adjustment under paragraph (h) of this clause may properly include restoration
or rehabilitation costs.

(k) Communications. All communications under this clause shall be in writing.

(l) Overseas contracts. If this contract is to be performed outside the United
States of America, its territories, or possessions, the words "Government" and
"Government-furnished" (wherever they appear in this clause) shall be construed
as "United States Government" and "United States Government-furnished,"
respectively.

                                 (End of clause)

G.21  FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS
      (SEPTEMBER 1996) 1852.245-73

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in
the Custody of Contractors, in accordance with 1845.505-14, the instructions on
the form, and subpart 1845.71. Subcontractor use of NF 1018 is not required by
this clause; however, the contractor shall include data on property in the
possession of subcontractors in the annual NF-1018.

(b) If administration of this contract has been delegated to the Department of
Defense, the original of NASA Form 1018 shall be submitted to the NASA
installation Financial Management Officer and three copies shall be sent
concurrently through the DOD Property Administrator to the NASA office
identified below. If the contract is administered by NASA, the original of NF -
1018 shall be submitted to the installation Financial Management Officer, and
three copies shall be sent concurrently to the following NASA office:

                            NASA GLENN RESEARCH CENTER
                            INDUSTRIAL PROPERTY OFFICE
                            M.S. 21-6

(c) The annual reporting period shall be from October 1 of each year through
September 30 of the following year. The report shall be submitted in time to be
received by October 31. The information contained in these reports is entered
into the NASA accounting system to reflect current asset values for agency
financial statement purposes. Therefore, it is essential that required reports
be received no later than October 31. The Contracting Officer may, in the
Government's interest, withhold payment until


                               Page G-25 / Revised
<PAGE>   149

                               SECTION G / REVISED

a reserve not exceeding $25,000 or 5 percent of the amount of the contract,
whichever is less, has been set aside, if the Contractor fails to submit annual
NF 1018 reports when due, Such reserve shall be withheld until the Contracting
Officer has determined that the required reports have been received by the
Government. The withholding of any amount or the subsequent payment thereof
shall not be construed as a waiver of any Government right.

(d) A final report is required within 30 days after disposition of all property
subject to reporting when the contract performance period is complete.

                                 (End of clause)

G.22  LIST OF GOVERNMENT-FURNISHED PROPERTY (OCTOBER 1988) 1852.245-76

For performance of work under this contract, the Government will make available
Government property identified below or in Attachment A of this contract on a
no-charge-for-use basis. The Contractor shall use this property in the
performance of this contract at the 2K1 Building and at other location(s) as may
be approved by the Contracting Officer. Under the FAR 5 2.245 Government
property clause of this contract, the Contractor is accountable for the
identified property.

See Attachment A for Item, Quantity, Acquisition Cost, and Date to be Furnished
to the Contractor.

                                 (End of clause)

                            [REVISED END OF SECTION]


                               Page G-26 / Revised
<PAGE>   150

                               SECTION I / REVISED

I.21  Employment Reports on Disabled Veterans and Veterans of the Vietnam Era.
      52.222-37

Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (Jan
1999)

(a) Unless the Contractor is a State or local government agency, the Contractor
shall report at least annually, as required by the Secretary of Labor, on--

(1) The number of disabled veterans and the number of veterans of the Vietnam
era in the workforce of the contractor by job category and hiring location; and

(2) The total number of new employees hired during the period covered by the
report, and of that total, the number of disabled veterans, and the number of
veterans of the Vietnam era.

(b) The above items shall be reported by completing the form entitled "Federal
Contractor Veterans' Employment Report VETS-l00."

(c) Reports shall be submitted no later than September 30 of each year beginning
September 30, 1988.

(d) The employment activity report required by paragraph (a)(2) of this clause
shall reflect total hires during the most recent 12-month period as of the
ending date selected for the employment profile report required by paragraph
(a)(1) of this clause. Contractors may select an ending date:

(1) As of the end of any pay period during the period January through March 1st
of the year the report is due, or

(2) As of December 31, if the contractor has previous written approval from the
Equal Employment Opportunity Commission to do so for purposes of submitting the
Employer Information Report EEO-1 (Standard Form 100).

(e) The count of veterans reported according to paragraph (a) of this clause
shall be based on voluntary disclosure. Each Contractor subject to the reporting
requirements at 38 U.S.C. 4212 shall invite all disabled veterans and veterans
of the Vietnam era who wish to benefit under the affirmative action program at
38 U.S.C. 4212 to identify themselves to the Contractor. The invitation shall
state that the information is voluntarily provided; that the information will be
kept confidential; that disclosure or refusal to provide the information will
not subject the applicant or employee to any adverse treatment; and that the
information will be used only in accordance with the regulations promulgated
under 38 U.S.C. 4212.


                               Page I-42 / Revised
<PAGE>   151

                               SECTION I / REVISED

(f) Subcontracts. The Contractor shall include the terms of this clause in every
subcontract or purchase order of $10,000 or more unless exempted by rules,
regulations, or orders of the Secretary.

                                 (End of clause)

1.22  NEW TECHNOLOGY (NOVEMBER 1998) 1852.227-70

(a) Definitions.

"Administrator," as used in this clause, means the Administrator of the National
Aeronautics and Space Administration (NASA) or duly authorized representative.

"Contract," as used in this clause, means any actual or proposed contract,
agreement, understanding, or other arrangement, and includes any assignment,
substitution of parties, or subcontract executed or entered into thereunder.

"Made," as used in this clause, means conception or first actual reduction to
practice; provided, that in the case of a variety of plant, the date of
determination (as defined in Section 4 1(d) of the Plant Variety Protection Act,
7 U.S.C. 240 1(d)) must also occur during the period of contract performance.

"Nonprofit organization," as used in this clause, means a domestic university or
other institution of higher education or an organization of the type described
in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and
exempt from taxation under section 501(a) of the Internal Revenue Code (26
U.S.C. 501(a)), or any domestic nonprofit scientific or educational organization
qualified under a State nonprofit organization statute.

"Practical application," as used in this clause, means to manufacture, in the
case of a composition or product; to practice, in the case of a process or
method; or to operate, in case of a machine or system; and, in each case, under
such conditions as to establish that the invention is being utilized and that
its benefits are, to the extent permitted by law or Government regulations,
available to the public on reasonable terms.

"Reportable item," as used in this clause, means any invention, discovery,
improvement, or innovation of the contractor, whether or not patentable or
otherwise protectible under Title 35 of the United States Code, made in the
performance of any work under any NASA contract or in the performance of any
work that is reimbursable under any clause


                               Page I-43 / Revised
<PAGE>   152

                               SECTION I / REVISED

in any NASA contract providing for reimbursement of costs incurred before the
effective date of the contract. Reportable items include, but are not limited
to, new processes, machines, manufactures, and compositions of matter, and
improvements to, or new applications of, existing processes, machines,
manufactures, and compositions of matter. Reportable items also include new
computer programs, and improvements to, or new applications of, existing
computer programs, whether or not copyrightable or otherwise protectible under
Title 17 of the United States Code.

"Small business firm," as used in this clause, means a domestic small business
concern as defined at 15 U.S.C. 632 and implementing regulations of the
Administrator of the Small Business Administration. (For the purpose of this
definition, the size standard contained in 13 CFR 121.3-8 for small business
contractors and in 13 CFR 121.3-12 for small business subcontractors will be
used.)

"Subject invention," as used in this clause, means any reportable item which is
or may be patentable or otherwise protectible under Title 35 of the United
States Code, or any novel variety of plant that is or may be protectible under
the Plant Variety Protection Act (7 U.S.C. 2321, et seq.).

(b) Allocation of principal rights.

(1) Presumption of title.

(i) Any reportable item that the Administrator considers to be a subject
invention shall be presumed to have been made in the manner specified in
paragraph (1) or (2) of Section 305(a) of the National Aeronautics and Space Act
of 1958 (42 U.S.C. 2457(a)) (hereinafter called "the Act"), and the above
presumption shall be conclusive unless at the time of reporting the reportable
item the Contractor submits to the Contracting Officer a written statement,
containing supporting details, demonstrating that the reportable item was not
made in the manner specified in paragraph (1) or (2) of Section 305(a) of the
Act.

(ii) Regardless of whether title to a given subject invention would otherwise be
subject to an advance waiver or is the subject of a petition for waiver, the
Contractor may nevertheless file the statement described in paragraph (b)(1)(i)
of this clause. The Administrator will review the information furnished by the
Contractor in any such statement and any other available information relating to
the circumstances surrounding the making of the subject invention and will
notify the Contractor whether the Administrator has determined that the subject
invention was made in the manner specified in paragraph (1) or (2) of Section
305(a) of the Act.

(2) Property rights in subject inventions. Each subject invention for which the
presumption of paragraph (b)(1)(i) of this clause is conclusive or for which
there has been


                               Page I-44 / Revised
<PAGE>   153

                               SECTION I / REVISED

a determination that it was made in the manner specified in paragraph (1) or (2)
of Section 305(a) of the Act shall be the exclusive property of the United
States as represented by NASA unless the Administrator waives all or any part of
the rights of the United States, as provided in paragraph (b)(3) of this clause.

(3) Waiver of rights.

(i) Section 305(f) of the Act provides for the promulgation of regulations by
which the Administrator may waive the rights of the United States with respect
to any invention or class of inventions made or that may be made under
conditions specified in paragraph (1) or (2) of Section 305(a) of the Act. The
promulgated NASA Patent Waiver Regulations, 14 CFR Section 1245, Subpart 1, have
adopted the Presidential Memorandum on Government Patent Policy of February 18,
1983, as a guide in acting on petitions (requests) for such waiver of rights.

(ii) As provided in 14 CFR 1245, Subpart 1, Contractors may petition, either
prior to execution of the contract or within 30 days after execution of the
contract, for advance waiver of rights to any or all of the inventions that may
be made under a contract. If such a petition is not submitted, or if after
submission it is denied, the Contractor (or an employee inventor of the
Contractor) may petition for waiver of rights to an identified subject invention
within eight months of first disclosure of invention in accordance with
paragraph (e)(2) of this clause, or within such longer period as may be
authorized in accordance with 14 CFR 1245.105.

(c) Minimum rights reserved by the Government.

(1) With respect to each subject invention for which a waiver of rights is
applicable in accordance with 14 CFR Section 1245, Subpart I, the Government
reserves--

(i)An irrevocable, nonexclusive, nontransferable, royalty-free license for the
practice of such invention throughout the world by or on behalf of the United
States or any foreign government in accordance with any treaty or agreement with
the United States; and

(ii) Such other rights as stated in 14 CFR 1245.107.

(2) Nothing contained in this paragraph (c) shall be considered to grant to the
Government any rights with respect to any invention other than a subject
invention.

(d) Minimum rights to the Contractor.

(1) The Contractor is hereby granted a revocable, nonexclusive, royalty-free
license in each patent application filed in any country on a subject invention
and any resulting patent in which the Government acquires title, unless the
Contractor fails to disclose the subject invention within the times specified in
paragraph (e)(2) of this clause.


                               Page I-45 / Revised
<PAGE>   154

                               SECTION I / REVISED

The Contractor's license extends to its domestic subsidiaries and affiliates, if
any, within the corporate structure of which the Contractor is a party and
includes the right to grant sublicenses of the same scope to the extent the
Contractor was legally obligated to do so at the time the contract was awarded.
The license is transferable only with the approval of the Administrator except
when transferred to the successor of that part of the Contractor's business to
which the invention pertains.

(2) The Contractor's domestic license may be revoked or modified by the
Administrator to the extent necessary to achieve expeditious practical
application of the subject invention pursuant to an application for an exclusive
license submitted in accordance with 37 CFR Part 404, Licensing of Government
Owned Inventions. This license will not be revoked in that field of use or the
geographical areas in which the Contractor has achieved practical application
and continues to make the benefits of the invention reasonably accessible to the
public. The license in any foreign country may be revoked or modified at the
discretion of the Administrator to the extent the Contractor, its licensees, or
its domestic subsidiaries or affiliates have failed to achieve practical
application in that foreign country.

(3) Before revocation or modification of the license, the Contractor will be
provided a written notice of the Administrator's intention to revoke or modify
the license, and the Contractor will be allowed 30 days (or such other time as
may be authorized by the Administrator for good cause shown by the Contractor)
after the notice to show cause why the license should not be revoked or
modified. The Contractor has the right to appeal to the Administrator any
decision concerning the revocation or modification of its license.

(e) Invention identification, disclosures, and reports.

(1) The Contractor shall establish and maintain active and effective procedures
to assure that reportable items are promptly identified and disclosed to
Contractor personnel responsible for the administration of this New Technology
clause within six months of conception and/or first actual reduction to
practice, whichever occurs first in the performance of work under this contract.
These procedures shall include the maintenance of laboratory notebooks or
equivalent records and other records as are reasonably necessary to document the
conception and/or the first actual reduction to practice of the reportable
items, and records that show that the procedures for identifying and disclosing
reportable items are followed. Upon request, the Contractor shall furnish the
Contracting Officer a description of such procedures for evaluation and for
determination as to their effectiveness.

(2) The Contractor will disclose each reportable item to the Contracting Officer
within two months after the inventor discloses it in writing to Contractor
personnel responsible for the administration of this New Technology clause or,
if earlier, within six


                               Page I-46 / Revised
<PAGE>   155

                               SECTION I / REVISED

months after the Contractor becomes aware that a reportable item has been made,
but in any event for subject inventions before any on sale, public use, or
publication of such invention known to the Contractor. The disclosure to the
agency shall be in the form of a written report and shall identify the contract
under which the reportable item was made and the inventor(s) or innovator(s). It
shall be sufficiently complete in technical detail to convey a clear
understanding, to the extent known at the time of the disclosure, of the nature,
purpose, operation, and physical, chemical, biological, or electrical
characteristics of the reportable item. The disclosure shall also identify any
publication, on sale, or public use of any subject invention and whether a
manuscript describing such invention has been submitted for publication and, if
so, whether it has been accepted for publication at the time of disclosure. In
addition, after disclosure to the agency, the Contractor will promptly notify
the agency of the acceptance of any manuscript describing a subject invention
for publication or of any on sale or public use planned by the Contractor for
such invention.

(3) The Contractor shall furnish the Contracting Officer the following:

(i) Interim reports every 12 months (or such longer period as may be specified
by the Contracting Officer) from the date of the contract, listing reportable
items during that period, and certifying that all reportable items have been
disclosed (or that there are no such inventions) and that the procedures
required by paragraph (e)(l) of this clause have been followed.

(ii) A final report, within 3 months after completion of the contracted work,
listing all reportable items or certifying that there were no such reportable
items, and listing all subcontracts at any tier containing a patent rights
clause or certifying that there were no such subcontracts.

(4) The Contractor agrees, upon written request of the Contracting Officer, to
furnish additional technical and other information available to the Contractor
as is necessary for the preparation of a patent application on a subject
invention and for the prosecution of the patent application, and to execute all
papers necessary to file patent applications on subject inventions and to
establish the Government's rights in the subject inventions.

(5) The Contractor agrees, subject to paragraph 27.302(i), of the Federal
Acquisition Regulation (FAR), that the Government may duplicate and disclose
subject invention disclosures and all other reports and papers furnished or
required to be furnished pursuant to this clause.

(f) Examination of records relating to inventions.


                               Page I-47 / Revised
<PAGE>   156

                               SECTION I / REVISED

(1) The Contracting Officer or any authorized representative shall, until 3
years after final payment under this contract, have the right to examine any
books (including laboratory notebooks), records, and documents of the Contractor
relating to the conception or first actual reduction to practice of inventions
in the same field of technology as the work under this contract to determine
whether--

(i) Any such inventions are subject inventions;

(ii) The Contractor has established and maintained the procedures required by
paragraph (e)(1) of this clause; and

(iii) The Contractor and its inventors have complied with the procedures.

(2) If the Contracting Officer learns of an unreported Contractor invention that
the Contracting Officer believes may be a subject invention, the Contractor may
be required to disclose the invention to the agency for a determination of
ownership rights.

(3) Any examination of records under this paragraph will be subject to
appropriate conditions to protect the confidentiality of the information
involved.

(g) Withholding of payment (this paragraph does not apply to subcontracts).

(1) Any time before final payment under this contract, the Contracting Officer
may, in the Government's interest, withhold payment until a reserve not
exceeding $50,000 or 5 percent of the amount of this contract, whichever is
less, shall have been set aside if, in the Contracting Officer's opinion, the
Contractor fails to--

(i) Establish, maintain, and follow effective procedures for identifying and
disclosing reportable items pursuant to paragraph (e)(1) of this clause;

(ii) Disclose any reportable items pursuant to paragraph (e)(2) of this clause;
(iii) Deliver acceptable interim reports pursuant to paragraph (e)(3)(i) of this
clause; or

(iv) Provide the information regarding subcontracts pursuant to paragraph (h)(4)
of this clause.

(2) Such reserve or balance shall be withheld until the Contracting Officer has
determined that the Contractor has rectified whatever deficiencies exist and has
delivered all reports, disclosures, and other information required by this
clause.

(3) Final payment under this contract shall not be made before the Contractor
delivers to


                               Page I-48 / Revised
<PAGE>   157

                               SECTION I / REVISED

the Contracting Officer all disclosures of reportable items required by
paragraph (e)(2) of this clause, and an acceptable final report pursuant to
paragraph (e)(3)(ii) of this clause.

(4) The Contracting Officer may decrease or increase the sums withheld up to the
maximum authorized above. No amount shall be withheld under this paragraph while
the amount specified by this paragraph is being withheld under other provisions
of the contract, the withholding of any amount or the subsequent payment thereof
shall not be construed as a waiver of any Government rights.

(h) Subcontracts.

(1) Unless otherwise authorized or directed by the Contracting Officer, the
Contractor shall--

(i) Include this clause (suitably modified to identify the parties) in any
subcontract hereunder (regardless of tier) with other than a small business firm
or nonprofit organization for the performance of experimental, developmental, or
research work; and

(ii) Include the clause at FAR 52.227-11 (suitably modified to identify the
parties) in any subcontract hereunder (regardless of tier) with a small business
firm or nonprofit organization for the performance of experimental,
developmental, or research work.

(2) In the event of a refusal by a prospective subcontractor to accept such a
clause the Contractor--

(i) Shall promptly submit a written notice to the Contracting Officer setting
forth the subcontractor's reasons for such refusal and other pertinent
information that may expedite disposition of the matter; and

(ii) Shall not proceed with such subcontract without the written authorization
of the Contracting Officer.

(3) In the case of subcontracts at any tier, the agency, subcontractor, and
Contractor agree that the mutual obligations of the parties created by this
clause constitute a contract between the subcontractor and NASA with respect to
those matters covered by this clause.

(4) The Contractor shall promptly notify the Contracting Officer in writing upon
the award of any subcontract at any tier containing a patent rights clause by
identifying the subcontractor, the applicable patent rights clause, the work to
be performed under the subcontract, and the dates of award and estimated
completion. Upon request of the Contracting Officer, the Contractor shall
furnish a copy of such subcontract, and, no more frequently than annually, a
listing of the subcontracts that have been awarded.


                               Page I-49 / Revised
<PAGE>   158

                               SECTION I / REVISED

(5) The subcontractor will retain all rights provided for the Contractor in the
clause of subparagraph (h)(1)(i) or (ii) of this clause, whichever is included
in the subcontract, and the Contractor will not, as part of the consideration
for awarding the subcontract, obtain rights in the subcontractor's subject
inventions.

(i) Preference for United States industry. Unless provided otherwise, no
Contractor that receives title to any subject invention and no assignee of any
such Contractor shall grant to any person the exclusive right to use or sell any
subject invention in the United States unless such person agrees that any
products embodying the subject invention will be manufactured substantially in
the United States. However, in individual cases, the requirement may be waived
by the Administrator upon a showing by the Contractor or assignee that
reasonable but unsuccessful efforts have been made to grant licenses on similar
terms to potential licensees that would be likely to manufacture substantially
in the United States or that under the circumstances domestic manufacture is not
commercially feasible.

                                (End of clause)


                               Page I-50 / Revised
<PAGE>   159

                               SECTION J / REVISED

                     PART III - LIST OF DOCUMENTS, EXHIBITS
                             AND OTHER ATTACHMENTS

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

                      SECTION J - LIST OF ATTACHMENTS

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

                                                                       NO.
ATTACHMENT                  TITLE                       DATE           PAGES
----------    -------------------------------         ---------
    A.        LIST OF INSTALLATION - PROVIDED         01/JUL/99        197
              GOVERNMENT PROPERTY

    B.        LIST OF INSTALLATION - PROVIDED         01/JUL/99        186
              GOVERNMENT PROPERTY ASSIGNED
              TO DYNACS EMPLOYEES ON SITE


                               Page J-1 / Revised
<PAGE>   160

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT                              1. CONTRACT ID CODE                           1 of 2

------------------------------------------------------------------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.    3. EFFECTIVE DATE           4. REQUISITION/PURCHASE REQ.NO.       5. PROJECT NO. (if applicable)
               2                      May 20, 1999
------------------------------------------------------------------------------------------------------------------------------------
6. ISSUED BY                              CODE 0616/TAS          7. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
                                               ------------                                                             ------------
NASA Glenn Research Center
Attn: Thomas A Spicer
Services and Construction Branch
21000 Brookpark Road, Mail Stop 500-312
Cleveland, OH 44135-3191
------------------------------------------------------------------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code)       |_|  9A.  AMENDMENT OF SOLICITATION NO.

                                                                                       ---------------------------------------------
                                                                                       9B.  DATED (SEE ITEM 11)

                                                                                       ---------------------------------------------
                                                                                  |X|  10A. MODIFICATION OF CONTRACT/ORDER NO.
                                                                                                    NAS3-98008
                                                                                       ---------------------------------------------
----------------------------------------------------------------------------------     10B. DATED (SEE ITEM 13)
CODE (PF)(9)                    FACILITY CODE                                                       12-17-97
------------------------------------------------------------------------------------------------------------------------------------
                                      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).


------------------------------------------------------------------------------------------------------------------------------------
|_|   C.  THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:


------------------------------------------------------------------------------------------------------------------------------------
|X|   D.  OTHER (Specify type of modification and authority)

          B.4 Award Fee Pool (SEPT 97)
------------------------------------------------------------------------------------------------------------------------------------
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.)

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)

                                                                                    Thomas A. Spicer, Contracting Officer
------------------------------------------------------------------------------------------------------------------------------------
15B. CONTRACTOR/OFFEROR                     15C. DATE SIGNED              16B. UNITED STATES OF AMERICA             16C. DATE SIGNED

BY                                                                        BY /s/ Thomas A. Spicer                      May 20, 1999
  ----------------------------------------                                  ---------------------------------------
  (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
                                                                                                  FAR (48 CFR) 53.243
</TABLE>

                              DUPLICATE ORIGINAL

<PAGE>   161

NAS3-98008                     Modification No. 2                         Page 2

The contract is modified to reflect the Award Fee determination for the
evaluation period from from June 1, 1998 through February 28, 1999 as follows:

<TABLE>
<CAPTION>
                                Prior Amount    This Action      New Amount
                                ------------    -----------      ----------
<S>                              <C>            <C>             <C>
Estimated Cost                   $42,185,846              --    $42,185,846
Earned Award Fee                          --    $ 549,755.00    $649,755.00
Potential Award Fee Pool         $ 1,371,261    $(676,828.00)   $694,433.00
                                 -----------    ------------    -----------
TOTAL CONTRACT                   $43,557,197    $ (27,073.00)   $43,530,034
</TABLE>