EXHIBIT 10(p)

DOE F 4600.1
(08-93)

                            U.S. DEPARTMENT OF ENERGY
                      NOTICE OF FINANCIAL ASSISTANCE AWARD



Under the authority of Public Law       95-91  Department of Energy Organization
                                        Act of 1977 - 106-554 Small Business
                                        Reauthorization Act of 200?


and subject to legislation, regulations and policies applicable to (cite
legislative program title): Small Business Innovation Research
-------------------------------------------------------------------------------
1. PROJECT TITLE

   Feasability of Cost Effective, Long Length, BSCCO 2212 Round Wires,
   for Very High Field Magnets, Beyond 12 Telsa at 4.2 Kelvin
-------------------------------------------------------------------------------
2. INSTRUMENT TYPE

/X/ GRANT      /_/ COOPERATIVE AGREEMENT
-------------------------------------------------------------------------------
3. RECIPIENT (Name, address, zip code, area code and telephone no.)
   Superconductive Components Inc.

   1145 Chesapeake Avenue

   Columbus                             OH 43212
   TEL NO. 614-486-0261
-------------------------------------------------------------------------------
4.  INSTRUMENT NO.
DE-FG02-ER83538
-------------------------------------------------------------------------------
5.  AMENDMENT NO.
    A000
-------------------------------------------------------------------------------
6.  BUDGET PERIOD
    FROM:  07/22/2002
    THRU:  04/21/2003
-------------------------------------------------------------------------------
7.  PROJECT PERIOD
    FROM:              THRU:
-------------------------------------------------------------------------------
8.  RECIPIENT PROJECT DIRECTOR (Name and telephone no.)
    Dr. Suvankar Sengupta
    614-486-0261
-------------------------------------------------------------------------------
9.  RECIPIENT BUSINESS OFFICER: (Name and telephone no.)
    Dan Rooney
    614-486-0261
-------------------------------------------------------------------------------
10. TYPE OF AWARD

/X/ NEW         /_/  CONTINUATION        /_/   RENEWAL
/_/ REVISION    /_/  SUPPLEMENT

-------------------------------------------------------------------------------
11. DOE PROJECT OFFICER (Name, address, telephone no.)
    Gerald J. Peters (SC-22)
    U.S. Department of Energy
    19901 Germantown Rd
    Germantown                DC  20874
 TEL No. 301-903-3233            FAX NO.
-------------------------------------------------------------------------------
12. ADMINISTERED FOR DOE BY (Name, address, telephone no.)
    David Ramirez
    U.S. Department of Energy
    9800 South Cass Avenue

    Argonne                         IL  60439
TEL NO. 630-252-2133              FAX NO. 630-252-5045
-------------------------------------------------------------------------------
13. RECIPIENT TYPE
    /_/ STATE GOV'T     /_/  INDIAN TRIBAL GOV'T     /_/    HOSPITAL
    /_/ LOCAL GOV'T     /_/  INSTITUTION OF          /_/    OTHER NONPROFIT
                             HIGHER EDUCATION               ORGANIZATION

   /X/  FOR PROFIT ORGANIZATION           /_/  INDIVIDUAL
   /X/  C     /_/   P   /_/   SP          /_/  OTHER (specify)
--------------------------------------------------------------------------------
14. ACCOUNTING AND APPROPRIATIONS DATA
--------------------------------------------------------------------------------
 a. Appropriation Symbol    b. B & R Number     c. FT/AFP/OC     d. CFA Number
--------------------------------------------------------------------------------
      89X0222.91              KM0000000         WA   CH    410         N/A
--------------------------------------------------------------------------------
15. EMPLOYER I.D. NUMBER

      31-1210318
--------------------------------------------------------------------------------
16. BUDGET AND FUNDING INFORMATION
--------------------------------------------------------------------------------
    a.  CURRENT BUDGET PERIOD INFORMATION
--------------------------------------------------------------------------------
(1)  DOE Funds Obligated This Action                                 $100,000.00
(2)  DOE Funds Authorized for Carry Over                             $      0.00
(3)  DOE Funds Previously Obligated in this Budget Period            $      0.00
(4)  DOE Share of Total Approved Budget                              $100,000.00
(5)  Recipient share of Total Approved Budget                        $      0.00
(6)  Total Approved Budget                                           $100,000.00
--------------------------------------------------------------------------------
            b.  CUMULATIVE DOE OBLIGATIONS
(1)  This Budget Period                                              $100,000.00
     [(Total of lines a.(1) and a.(3)]

(2)  Prior budget Periods                                            $      0.00

(3)  Project Period to Date                                          $100,000.00
     [(Total of lines b.(1) and b.(2)]
--------------------------------------------------------------------------------
17. TOTAL ESTIMATED COST OF PROJECT $___________________
    (This is the current estimated cost of the project. It is not a promise to
    award nor an authorization to expend funds in this amount.)
--------------------------------------------------------------------------------
18. AWARD/AGREEMENT TERMS AND CONDITIONS
--------------------------------------------------------------------------------
    This award/agreement consists of this form plus the following:
    a. Special terms and conditions.
    b. Applicable program regulations specify)  N/A
                                                --------------------------

                                                              (Date) -----------

    c. DOE Financial Assistance Rules, 10 CFR 600, as mentioned.
    d. Application/proposal dated 1/14/02, /X/ as submitted /_/ with changes
                                                                as negotiated.
--------------------------------------------------------------------------------
19. REMARKS

    The following terms and conditions, attached hereto, are made a part hereof:

        a. General Terms and Conditions for DOE SBIR and STTR Grants (AUG 2001);

        b. Special Terms and Conditions for Financial Assistance Awards, coded
           SPRG-0202;

        c. Federal Assistance Reporting Checklist, Coded REV-APRIL 2002.

                                END OF AMENDMENT
--------------------------------------------------------------------------------
20. EVIDENCE OF RECIPIENT ACCEPTANCE


                /s/ DANIEL ROONEY                             8/2/02
--------------------------------------------------------------------------------
      (Signature of Authorized Recipient Official)            (Date)

                /s/ DANIEL ROONEY
--------------------------------------------------------------------------------
                      (Name)


                            President and CEO
--------------------------------------------------------------------------------
                                 (Title)

--------------------------------------------------------------------------------
21.  AWARDED BY:


                        /s/  PATRICIA J. SCHUNEMAN           7/29/02
--------------------------------------------------------------------------------
                                 (Signature)                  (Date)


Operations Division
Office of Acquisiton and Assistance
Contracting Officer
--------------------------------------------------------------------------------
                                 (Title)

<PAGE>

DOE F-4620.3                                                          APPENDIX C
(09-90)
                           U.S. DEPARTMENT OF ENERGY
                  SMALL BUSINESS INNOVATIVE RESEARCH (SBIR) AND
                   SMALL BUSINESS TECHNOLOGY TRANSFER (STTR)
                            GRANT APPLICATION BUDGET
                             (Please Print or Type)

--------------------------------------------------------------------------------
FIRM NAME:
Superconductive Components, Inc.
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

A. PERSONNEL (Employees)           ROLE IN PROJECT       EST. HOURS    HOURLY     FRINGE      TOTAL COST
                                                                        RATE     BENEFITS
<S>                             <C>                         <C>         <C>       <C>           <C>
   NAME
Dr. Suvankar Sengupta           Principal Investigator      180          41         10             9,180
Dr. Rao Revure                          Chemist             180          21          5             4,680
Tatyana Mishrova                   Characterization         120          19          5             2,880
J.R. Gaines, Jr.                     Technologist           100          41         10             5,100
                    SUBTOTAL                                                                      21,840
--------------------------------------------------------------------------------------------------------
B. CONSULTANTS                     ROLE IN PROJECT       EST. HOURS    HOURLY
   NAME
None                                  Consultant             n/a          n/a


--------------------------------------------------------------------------------------------------------
C. LEASED EQUIPMENT (Specify Time and Rate, or Other Basis)
   ITEM
None


--------------------------------------------------------------------------------------------------------
D. PURCHASED EQUIPMENT                                                            AMOUNT
   ITEM
None


--------------------------------------------------------------------------------------------------------
E. TRAVEL
One trip to OST, Carteret, NJ for PI and Technologist
airfare for two, with two hotel rooms for 1 night, 1 rental car day, meals and misc                2,300
--------------------------------------------------------------------------------------------------------
F. OTHER DIRECT COSTS
   1. Materials and Supplies         superconductive powder precursors, 10 kilos                   9,950
--------------------------------------------------------------------------------------------------------
   2. Publication Costs
--------------------------------------------------------------------------------------------------------
   3. Testing Services (include work at Government Installations)
--------------------------------------------------------------------------------------------------------
   4. Computer Services
--------------------------------------------------------------------------------------------------------
   5. Research Institution
--------------------------------------------------------------------------------------------------------
   6. Other Subcontracts               Oxford Superconducting Technologies                        30,000
--------------------------------------------------------------------------------------------------------
   7. Other
--------------------------------------------------------------------------------------------------------
TOTAL OTHER DIRECT COSTS                                                                          39,950
--------------------------------------------------------------------------------------------------------
G. TOTAL DIRECT COSTS (A through F)                                                               64,090
--------------------------------------------------------------------------------------------------------
H. INDIRECT COSTS (Specify Rate and Base)

Indirect costs at 150% of direct labor with fringes                                               32,760

      TOTAL INDIRECT COSTS                                                                        32,760
--------------------------------------------------------------------------------------------------------
I. TOTAL COSTS                                                                                    96,850
--------------------------------------------------------------------------------------------------------
J. FEE OR PROFIT                                                                                   3,150
--------------------------------------------------------------------------------------------------------
Subtotal (I plus J)                                                                              100,000
--------------------------------------------------------------------------------------------------------
K. COST SHARING (If any)
--------------------------------------------------------------------------------------------------------
L. TOTAL AMOUNT OF THIS REQUEST (Item I plus J minus K)                                          100,000
--------------------------------------------------------------------------------------------------------
M. Has any executive agency of the United States Government performed any review
of your accounts of records in connection with any other grant or contract within
the past year? __Yes  _X_No. If Yes, give name, address, and phone number of
reviewing office and official:
--------------------------------------------------------------------------------------------------------
N. CORPORATE/BUSINESS AUTHORIZED REPRESENTATIVE - TYPED NAME AND SIGNATURE     DATE:   14 Jan '02
J. R. Gaines, Jr., Vice President
                                                     (Signature) /s/ J. R. Gaines, Jr.
--------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

          SPECIAL TERMS AND CONDITIONS FOR FINANCIAL ASSISTANCE AWARDS

--------------------------------------------------------------------------------
The requirements of this attachment take precedence over all other requirements
of this award found in regulations, the general terms and conditions, DOE
orders, etc., except requirements of statutory law. Any apparent contradiction
of statutory law stated herein should be presumed to be in error until the
recipient has sought and received clarification from the Contracting Officer.
--------------------------------------------------------------------------------

1. PAYMENT OFFICE

   CR-54/CHO
   Accounts Payable Division
   U.S. Department of Energy
   P.O. Box 500
   Germantown, MD 20875-0500


2. FINANCE OFFICE

   U.S. Department of Energy
   Chicago Operations Office
   Office of Chief Financial Officer
   9800 South Cass Avenue
   Argonne, Illinois 60439


3  PAYMENT

   Payment under this award will be made by:

         / / Advance by Department of Treasury Automated Standard Application of
             Payments System (ASAP)

             The recipient shall request cash only as needed for immediate
             disbursements, shall report cash disbursements in a timely manner,
             and shall impose the same standards of timing and amount, including
             reporting requirements, on secondary recipients.

         /X/ Advance by Automated Clearing House (ACH)

         / / Reimbursement by ACH

             When requesting an advance or reimbursement payment via ACH, the
             recipient shall submit an original Request for Advance or
             Reimbursement, SF 270, the Payment Office specified in Section 1,
             above, and a copy of the SF 270 to the Contract Specialist
             specified in Block 12 of the Notice of Financial Assistance Award
             (DOE F 4600.1). The timing and amount of advance payment requests
             shall be as close as is administratively feasible to the actual
             disbursements. Such requests shall not be made in excess of
             reasonable estimates of cash outlays for a 30-day period.

             A completed "Automated Clearing House (ACH) Vendor Miscellaneous
             Payment Enrollment Form" must be on file with the Finance Office
             specified in Section 2, above prior to requesting any ACH payment.


4. DECONTAMINATION AND/OR DECOMMISSIONING (D&D) COSTS

   Notwithstanding any other provisions of this Agreement, including but not
   limited to FAR 31.205-31, when applicable, as incorporated by Financial
   Assistance Rule 600.127(a), the Government shall not be responsible for or
   have any obligation to the recipient for (i) Decontamination and/or
   Decommissioning (D&D) of any of the recipient's facilities, or (ii) any costs
   which may be incurred by the recipient in connection with the D&D of any of
   its facilities due to the performance of the work under this Agreement,
   whether said work was performed prior to or subsequent to the effective date
   of this Agreement.

5. FEDERALLY-OWNED PROPERTY

   If you acquire federally-owned property under this award whether fabricated,
   furnished or purchased with Capital Equipment Funds, then a listing of such
   property shall be submitted on DOE F 4300.3, Semi-Annual Summary Report of
   DOE-Owned Plant & Capital Equipment (P&CE), to the Contracting Officer within
   45 days after August 31 of each year and within 30 days after the project
   period ends. The report must separately identify items which were fabricated,
   furnished or purchased with Capital Equipment funds under this award.

   Any Capital Equipment funds and the equipment to be purchased, fabricated, or
   furnished with such funds are indicated on Page No. 2 of the Notice of
   Financial Assistance Award.

6. NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND
   PRODUCTS-SENSE OF CONGRESS

   It is the sense of the Congress that, to the greatest extent practicable, all
   equipment and products purchased with funds made available under this award
   should be American-made.

7. NOTICE REGARDING UNALLOWABLE COSTS AND LOBBYING ACTIVITIES

   Recipients of financial assistance are cautioned to carefully review the
   allowable cost and other provisions applicable to expenditures under their
   particular award instruments. If financial assistance funds are spent for
   purposes or in amounts inconsistent with the allowable cost or any other
   provisions governing expenditures in an award instrument, the government may
   pursue a number of remedies against the recipient, including in appropriate
   circumstances, recovery of such funds, termination of the award, suspension
   or debarment of the recipient from future awards, and criminal prosecution
   for false statements.

   Particular care should be taken by the recipient to comply with the
   provisions prohibiting the expenditure of funds for lobbying and related
   activities. Financial assistance awards may be used to describe and promote
   the understanding of scientific and technical aspects of specific energy
   technologies, but not to encourage or support political activities such as
   the collection and dissemination of information related to potential, planned
   or pending legislation

<PAGE>

          SPECIAL TERMS AND CONDITIONS FOR FINANCIAL ASSISTANCE AWARDS

8.  REPORTING

      Failure to comply with the reporting requirements contained in this award
      will be considered a material noncompliance with the terms of the award.
      Noncompliance may result in a withholding of future payments, suspension
      or termination of the current award, and withholding of future awards. A
      willful failure to perform, a history of failure to perform, or of
      unsatisfactory performance of this and/or other financial assistance
      awards, may also result in a debarment action to preclude future awards by
      Federal agencies.

9.  APPROPRIATIONS ACT RESTRICTIONS

      If the appropriation symbol contained in Block 14.a. of the Notice of
      Financial Assistance Award for this award is listed below, paragraph 9.a.
      is applicable to this award, otherwise paragraph 9.b. applies:

                    89X0213.91           89X0215.91
                    89X0234.91           89X0235.91

      a. Department of Interior and Related Agencies Appropriations Act:
         --------------------------------------------------------------

         1. Lobbying Restriction (Interior Act)
            -----------------------------------

            The awardee agrees that none of the funds obligated on this award
            shall be made available for any activity or the publication or
            distribution of literature that in any way tends to promote public
            support or opposition to any legislative proposal on which
            Congressional action is not complete. This restriction is in
            addition to those prescribed elsewhere in statute and regulation.

         2. Compliance With Buy American Act
            --------------------------------

            In accepting this aware, the recipient agrees to comply with
            sections 2 through 4 of the Act of March 3, 1933 (41 U.S.C. 10a-10c,
            popularly known as the "Buy American Act"). The recipient should
            review the provisions of the Act to ensure that expenditures made
            under this award are in accordance with it.

      b. Veterans Affairs and Housing and Urban Development, and Independent
         -------------------------------------------------------------------
         Agencies Appropriations Acts:
         ----------------------------

         Lobbying Restriction (Energy and Water Appropriations)
         ------------------------------------------------------

         The awardee agrees that none of the funds obligated on this award shall
         be expended, directly or indirectly, to influence congressional action
         on any legislation or appropriation matters pending before Congress,
         other than to communicate to Members of Congress as described in 18
         U.S.C. 1913. This restriction is in addition to those prescribed
         elsewhere in statute and regulation.

10. SUBMISSION OF SCIENTIFIC/TECHNICAL REPORTS

    Electronic Submission: Scientific/Technical reports must be submitted
    electronically via the DOE Energy Link System (E-Link) with the appropriate
    DOE Form 241 (See Federal Assistance Reporting Checklist, DOE F 4600.2).
    E-Link will allow you to complete the DOE F 241 online and then upload your
    report. It can be accessed at http://www.osti.gov/elink-2413.

    DOE Form 241.3, "U.S. Department of Energy (DOE), Announcement of Scientific
    and Technical Information (STI)": This form and instructions are available
    on E-Link. If there is any patentable material, protected data, or SBIR/STTR
    data in the report, the recipient must, consistent with the data protection
    provisions of the grant, clearly identify patentable or protected data on
    each page of the report, identify such material on the cover of the report,
    and mark the appropriate blocks in Section K of the DOE F 241.3. Other than
    patentable material, protected data, or SBIR/STTR data, reports must not
    contain any proprietary data (limited rights data), classified information,
    information subject to export control classification, or other information
    not subject to release. Protected data is specified technical data, first
    produced in the performance of the award, that is protected from public
    release for a period of time by the terms of the award agreement.

    Electronic Format: Reports must be submitted in the ADOBE PORTABLE DOCUMENT
    FORMAT (PDF) and be one integrated PDF file that contains all text, tables,
    diagrams, photographs, schematic, graphs, and charts. E-Link can provide
    more details about converting a file to PDF. Materials, such as prints,
    videos, and books, that are essential to the report but cannot be submitted
    electronically, should be sent to the Contracting Officer at the address
    listed in Block 12 of the Notice of Financial Assistance Award.


                                     2 of 2
<PAGE>

<TABLE>
<CAPTION>

<S>                               <C>                              <C>                 <C>               <C>
DOE F 4600.2                                                    U.S. DEPARTMENT OF ENERGY
(10/01)                                                  FEDERAL ASSISTANCE REPORTING CHECKLIST
All Other Editions Are Obsolete                 For instructions see FAL Management of Report Deliverables

------------------------------------------------------------------------------------------------------------------------------------
1. Identification Number:         2. Program/Project Title:
      DE-FG02-02ER83538              Feasability Of Cost Effective, Long Length, Bscco 2212 Round Wires For Very
                                     High Field Magnets Beyond 12 Tesla At 4.2 Kelvin

------------------------------------------------------------------------------------------------------------------------------------
3. Recipient:
Superconductive Components, Inc., 1145 Chesapeake Avenue, Columbus, OH 43212

------------------------------------------------------------------------------------------------------------------------------------
4. Reporting Requirements:                                         Frequency            No.of Copies          Addressees
                                                              ----------------------------------------------------------------------
MANAGEMENT REPORTING

[X] Progress Report (Informal Technical Report)                    S (Phase II Only)          1            See NFAA, Block 11

[ ] Special Status Report(see Special Instructions)

SCIENTIFIC/TECHNICAL REPORTING
(Reports/Products must be submitted with appropriate DOE F 241. The
241 forms are available at www.osti.gov/elink.)

     Report/Product                           Form             F (See Notes 5.a. & d. below)
[X] Final Scientific/Technical Report      DOE F 241.3

[ ] Conference papers/proceedings*         DOE F 241.3

[ ] Software/Manual                        DOE F 241.4

[ ] Other(see special instructions)        DOE F 241.3

*Scientific and technical conferences only

FINANCIAL REPORTING

[ ] SF-269, Financial Status Report

[X] SF-269A, Financial Status Report (Short Form)              F (See Notes 5.b. & d. below)  2            See NFAA Block 12

[ ] SF-272, Federal Cash Transactions Report

CLOSEOUT REPORTING

[X] Final Invention and Patent Report                            F (See Note 5.c. below)      2            See NFAA Block 12

[X] Property Certification                                       F (See Note 5.c. below)      2            See NFAA Block 12

[X] Other (see Special Instructions)                             F (See Note 5.c. below)      2            See NFAA Block 12

OTHER REPORTING

[ ] Other (see Special Instructions)
------------------------------------------------------------------------------------------------------------------------------------
FREQUENCY CODES AND DUE DATES:

     A - Within 5 calendar days after events or as specified.

     F - Final; 90 calendar days after expiration or termination of the award. (See Note 5.d. below)

     Y - Yearly; 90 days after the end of the reporting period.

     S - Semiannually; within 30 days after the end of the reporting period.

     Q - Quarterly, within 30 days after the end of the reporting period.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

5. Special Instructions:            SBIR/STTR-PHASES I AND II
                                    -------------------------

NOTES
-----

a.  Scientific/Technical Reporting: All scientific/technical reports must be
    submitted electronically via the DOE Energy Link System (E-Link) which can
    be accessed at http://www.osti.gov/elink-2413. For further guidance
    regarding electronic submission requirements, refer to the provision
    entitlted "Submission of Scientific/Technical Reports.

    The Final Technical Report shall contain a comprehensive, cumulative, and
    substantive summary of the progress and significant accomplishments
    achieved, including a statement of project objectives, the work carried
    out, the results obtained, and an estimate of technical and economic
    feasibility. The Final Technical Report shall be marked in accordance with
    the clause entitled "Rights in Data - SBIR/STTR Program" of the grant.

    The Final Technical Report shall include a single page summary as the first
    page identifying the purpose of the research, a brief description of the
    research carried out, the research findings or results, and potential
    applications of the research. This summary may be published by the DOE and
    should not contain proprietary information.

b.  Financial Status Report: A Final Financial Status Report is required at the
    end of Phase I. If a Phase I award continues into Phase II, a second Final
    Financial Status Report is required 90 days after the Phase II Project
    Period ends for costs associated with Phase II only.

c.  Closeout Reporting: Patent Certification (OMB No. 1902-0121); Financial
    Assistance Property Certification (AA-88); SBIR Final Technical Report Data
    Determination Form (SBIR-4) or STTR Final Technical Report Data
    Determination Form (STTR-4), as applicable; and a Final Schedule of Costs
    By Element (AA-135) (Phase II only) are required. DOE will provide detailed
    closeout reporting instructions to the recipient by letter upon award
    expiration.

d.  Final Reports: For submission of Final Reports, "90 calendar days after
                   expiration" of the award is defined as:
                   - 90 days after the Phase I Project Period ends if a Phase II
                     application was not submitted; or
                   - 90 days after DOE notification to the recipient of
                     non-selection for a Phase II award if a Phase II
                     application was submitted; or
                   - 90 days after the Phase II Project Period ends.


<PAGE>




                        GENERAL TERMS AND CONDITIONS FOR
                            DOE SBIR AND STTR GRANTS

                                TABLE OF CONTENTS

GENERAL TERMS AND CONDITIONS APPLICABLE TO PHASE I AND PHASE II GRANTS

NO. TITLE
--- -----

1.  EXPLANATION
2.  GRANTEE ADHERENCE TO GRANT TERMS AND CONDITIONS
3.  DEFINITIONS
4.  GRANTEE SUBMISSIONS INCLUDING PRIOR APPROVAL REQUESTS
5.  ALLOWABLE COSTS/APPLICABLE COST PRINCIPLES
6.  PAYMENT
7.  PREAWARD COSTS
8.  REPORTING REQUIREMENTS
9.  COST SHARING
10. EXTENSIONS
11. MAXIMUM DEPARTMENTAL OBLIGATION
12. PROPERTY
13. PRINCIPAL INVESTIGATOR OR DESIGNATED KEY PERSONNEL
14. CHANGES IN OBJECTIVES OR SCOPE
15. TRANSFER OF SUBSTANTIVE PROGRAMMATIC EFFORT
16. RESEARCH EFFORT
17. SOLE SOURCE PROCUREMENT
18. FOREIGN TRAVEL
19. CONSULTANT SERVICES
20. PAPERWORK REDUCTION
21. GENERALLY APPLICABLE REQUIREMENTS
22. NONDISCRIMINATION
23. PUBLIC ACCESS TO INFORMATION
24. ACKNOWLEDGMENT OF SUPPORT
25. NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN AWARD
26. SUSPENSION AND TERMINATION
27. INTEREST
28. AUTHORIZATION AND CONSENT
29. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT
30. PATENT RIGHTS


                                       i

<PAGE>




                        GENERAL TERMS AND CONDITIONS FOR

                            DOE SBIR AND STTR GRANTS

                                TABLE OF CONTENTS


GENERAL TERMS AND CONDITIONS APPLICABLE TO PHASE I AND PHASE II GRANTS

NO. TITLE
--- -----

31. REPORTING OF ROYALTIES
32. ADDITIONAL DATA REQUIREMENTS
33. RIGHTS IN DATA - SBIR/STTR PROGRAM
34. RIGHTS TO APPLICATION DATA
35. OTHER RESEARCH SUPPORT
36. NOTIFICATION OF DELAY
37. FEE

GENERAL TERMS AND CONDITIONS APPLICABLE TO PHASE I ONLY

1. FIXED OBLIGATION
2. PREAWARD COSTS

GENERAL TERMS AND CONDITIONS APPLICABLE TO PHASE II ONLY

1. REPORTING NON-FEDERAL SUPPORT


                                       ii


<PAGE>

GENERAL TERMS AND CONDITIONS APPLICABLE TO PHASE I AND PHASE II GRANTS

1.       EXPLANATION.

         a. These general terms and conditions do not restate all the provisions
of applicable statutes and regulations, nor do they represent an exhaustive
listing of all requirements applicable to this grant. Rather, they highlight and
are consistent with those requirements which are especially pertinent to
research grants in general. They are emphasized by inclusion here because: (1)
they are invoked with high frequency; (2) their violation is a matter of
especially serious concern (e.g., use of human subjects); (3) restating them in
the research context will allow them to be more easily understood by the
research community.

         b. In addition to these general terms and conditions, the grantee must
comply with all governing requirements, including those identified in block 18
of DOE F 4600.1, "Notice of Financial Assistance Award," (NFAA) and those
included in the "Special Terms and Conditions" attached to this grant award.

2. GRANTEE ADHERENCE TO GRANT TERMS AND CONDITIONS.

         a. The grantee's signature on the NFAA signifies the grantee's
agreement to all terms and conditions of the award. Should the grantee believe
modification of any of the terms and conditions of this award is necessary, an
authorized official of the grantee organization or, in the case of an
individual, the grantee, must submit a written request on its own behalf or on
behalf of any subgrant recipient or applicant for prior approval of the
Contracting Officer named in block 21 of the NFAA.

         b. Following this procedure is very important because many of the terms
and conditions of the grant are required by statute and must be enforced by the
Department of Energy.

3.       DEFINITIONS.

         a. Contracting Officer. This may be any Contracting Officer of the
awarding office. The terms, "the Contracting Officer named on the face page of
this award," "the Contracting Office," and "a DOE Contracting Officer" refer to
this person as well. The address to be used in corresponding with the
Contracting Officer is that appearing in block 12 of the NFAA.

         b. Grant Administrator. This individual is named in block 12 of the
NFAA.

         c. Principal Investigator. As used herein, the scientist or other
programmatic expert named in block 8 of the NFAA, designated by the grantee
organization to direct the scientific/technical efforts being supported.

         d. Prior Approval. A statement in writing, signed by the Contracting
Officer, that a cost may be incurred or an action may be taken. The approval may
take the form of a letter or an


                                       1
<PAGE>

amendment to the grant. If actions or costs requiring prior approval are
specified in the application and are not expressly disapproved by DOE in the
attached "Special Terms and Conditions," the award of the grant constitutes such
prior approval.

         e. Program Manager. The DOE Headquarters line manager in charge of the
SBIR/STTR program. The Program Manager's address is:

                  U.S. Department of Energy
                  SC-32
                  19901 Germantown Road
                  Germantown, MD 20874-1290

4.       GRANTEE SUBMISSIONS INCLUDING PRIOR APPROVAL REQUESTS.

         All grantee submissions (applications, reports, and requests, including
prior approvals) are to be addressed to the grant administrator except as
otherwise specified in writing by an authorized DOE official as determined by
the Contracting Officer.

         All requests for prior approval must be signed by an individual who is
authorized to act for the grantee organization. The signature of the principal
investigator (unless also a corporate officer or otherwise authorized) is
insufficient to obtain action on a prior approval request, although
countersignature by the principal investigator is not discouraged. Requests for
budget revisions shall be made using the same budget format as used in applying
for the grant and must be supported by a narrative justification. Other prior
approval requests may be made by letter.

5.       ALLOWABLE COSTS/APPLICABLE COST PRINCIPLES.

         a. In accordance with the applicable cost principles cited below, the
allowable costs of this grant shall consist of the actual allowable direct costs
incident to performance of the project, plus the allocable portion of the
allowable indirect costs, if any, of the organization, less applicable credits.
The allowable costs shall not exceed the amount shown on the face page of this
award for the total approved budget for the current budget period (line 16.a.(6)
of the NFAA).

         b. The allowability of costs for work performed under this grant and
any subsequent subaward will be determined in accordance with the Federal cost
principles applicable to the grantee or subrecipient in effect on the date of
award or the date of the subaward, except as modified by other provisions of
this grant or the subaward. The grantee or subrecipient shall specify in any
cost-reimbursement contract under the grant or subaward the applicable cost
principles cited in this provision that apply to the contractor.

         c. The Federal cost principles applicable to specific types of
grantees, subrecipients, and contractors under grants and subawards are as
follows:


                                       2
<PAGE>


                  (1) Institutions of Higher Education. Office of Management and
Budget (OMB) Circular A-21, "Cost Principles For Educational institutions," is
applicable to both public and private colleges and universities.

                  (2) State and Local Governments and Indian Tribal Governments.
OMB Circular A-87, "Cost Principles for State and Local Governments," is
applicable to State, local, and Indian tribal governments.

                  (3) Hospitals. Title 45 CFR Part 74, Appendix E, "Principles
for Determining Costs Applicable to Research and Development under Grants and
Contracts with Hospitals, "applies to nonprofit and for-profit hospitals.

                  (4) Other Nonprofit Organizations and Individuals. OMB
Circular A-122, "Cost Principles for Nonprofit Organizations," applies to
nonprofit organizations and individuals, except for those specifically exempted
by the terms of the circular or those nonprofit organizations and individuals
covered by the cost principles cited elsewhere in this term.

                  (5) Commercial Firm and Certain Nonprofit Organizations. Title
48 CFR Subpart 31.2, "Contracts with Commercial Organizations," as supplemented
by 48 CFR Subpart 931.2, applies to those nonprofit organizations not covered by
OMB Circular A-122, and to all commercial organizations.

6.       PAYMENT.

         a. Payments under this award will be made by an advance payment method
unless DOE determines that the grantee's financial management system does not
meet the requirements of 10 CFR 600.120 through 600.122 or the grantee has not
maintained or demonstrated the willingness and ability to maintain procedures
that will minimize the time elapsing between transfer of funds from the U.S.
Treasury and their disbursement for grant-related purposes.

         b. The appropriate advance payment method or the reimbursement method,
and the cognizant payment and finance offices, are specified in the attached
"Special Terms and Conditions."

         c. Advances by the grantee to subgrantee and contractor organizations
must conform substantially to the same standards of time and amount that govern
advances made by the Federal government to the grantee. Excess cash advances
erroneously withdrawn from the U.S. Treasury shall be promptly refunded to DOE
unless the funds will be disbursed within 7 calendar days or the amount is less
than $10,000 and will be disbursed within 30 calendar days.

         d. Interest earned on advance payments to other than State governments
or their subgrantees shall be reported on SF-272, "Report of Federal Cash
Transactions," and promptly remitted to the cognizant Contracting Officer by
check payable to the Department of Energy (unless otherwise specified in the
attached "Special Terms and Conditions").


                                       3
<PAGE>


         e. Should full funding not be provided by DOE to the grantee for any
budget period, and two or more increments of funding are provided by DOE during
the budget period, payments by DOE shall not, in the aggregate, exceed the
cumulative amount obligated by DOE in block 16.b.(3) of the NFAA.

7. PREAWARD COSTS.

         Recipients may incur preaward costs up to ninety (90) days prior to the
effective date of an award. Preaward costs for periods preceding 90 days prior
to the effective date of the award are allowable only if approved in writing,
prior to incurrence, by a DOE Contracting Officer. Any preaward expenditures
(including those made after DOE approval) are made at the recipient's risk and
do not impose any obligation on the DOE.

8.       REPORTING REQUIREMENTS.

         a. Attached to the grant award is a completed DOE F 4600.2, "Federal
Assistance Reporting Checklist," which lists the reports required under the
grant. (See 10 CFR 600.151 and 600.152 for general reporting requirements.)

         b. Phase I grantees applying for Phase II grant support shall summarize
their Phase I results to date in their application. This summary shall be in
lieu of a separate, final, Phase I performance report only for grantees applying
for Phase II. The depth of detail of the summary should be sufficient to allow
Phase II grant application reviewers to assess the extent to which the Phase I
objectives were achieved. All other Phase I and Phase II grantees shall prepare
a final technical report in accordance with paragraph a., above, upon completion
or termination of the project. The final technical report shall be prepared in
accordance with the applicable program rule cited on the face page of the award
or, in the absence of such program rule coverage, in accordance with the
technical reporting format specified in 10 CFR 600.151.

         c. Instructions concerning reports to be submitted in conjunction with
this award will be provided to the grantee at the time of the award.

9.       COST SHARING.

         a. As shown on the face page of the award, any cost sharing shall
defray only the allowable costs of the project in accordance with the statutes,
regulations, applicable cost principles, and other terms and conditions
governing the award. Cost sharing contributions may be incurred either as direct
or indirect costs, and include cash or in-kind contributions by the grantee, its
subgrantees, or contractors. The cost sharing may be in any allowable budget
category or combination of categories. When a direct cost item represents some
or all of the non-Federal contribution, any associated indirect costs may not be
charged to Federal funds but may be counted as part of the cost sharing. The
classification of contributed costs as direct or indirect must be consistent
with the classification of similar items charged to DOE funds.


                                       4
<PAGE>


         b. Valuation of in-kind contributions and documentation of cost sharing
shall be in accordance with 10 CFR 600.123.

10.      EXTENSIONS.

         Grantee requests for extensions of time on the grant must be submitted
for approval to the Contracting Officer prior to the expiration date of the
budget period to which the extension is to apply, in accordance with 10 CFR
600.181.

11.      MAXIMUM DEPARTMENTAL OBLIGATION.

         DOE's maximum obligation to the recipient is the amount shown in block
16.b.(3) of the NFAA. DOE shall not be obligated to make any additional,
supplemental, continuation, renewal or other award for the same or any other
purpose.

12.      PROPERTY.

         a. Real and Tangible Personal Property.
            ------------------------------------

            (1) No real property may be acquired under this award.

            (2) Equipment and supplies acquired by the grantee with Federal
funds: The grantee shall be accountable for equipment with a unit acquisition
cost of $5,000 or more acquired under this grant as specified in 10 CPR 600.130
- 10 CFR 600.134. Unused supplies exceeding $5,000 in aggregate current fair
market value shall be accounted for after the end of the project period, during
closeout of the award. In this case, DOE shall be compensated in an amount
computed in accordance with section 600.135(a) if the supplies are retained for
use on non-Federal activities.

            (3) Title to equipment purchased under this award lies with the
government. It may be transferred to the grantee where such transfer would be
more cost effective than recovery of the property by the government.

            (4) All grantees shall follow property management policies and
procedures that provide for adequate control of the acquisition and use of the
assets acquired under the grant.

         b. Intangible Property. (See Terms 28 through 34.)
            --------------------

13.      PRINCIPAL INVESTIGATOR OR DESIGNATED KEY PERSONNEL.

         a. The principal investigator is named in Block 8 of the NFAA. Other
key personnel, if any, are listed in the attached "Special Terms and
Conditions."

         b. Since the DOE decision to fund a project is based, to a significant
extent, on the qualifications and level of participation of the principal


                                       5
<PAGE>

investigator or of the level of effort of the principal investigator is
considered a change in the approved project. There shall be only one principal
investigator at any one time during the performance of this grant. Departmental
approval must be obtained prior to any change of the principal investigator or,
in certain cases, others who have been identified as key personnel in the
"Special Terms and Conditions" of the grant. In addition, any absence of the
principal investigator or plans for the principal investigator to become
substantially less involved in the project than was indicated in the approved
grant application requires Departmental approval. The grantee is encouraged to
contact DOE immediately upon becoming aware that any of these changes are likely
to be proposed, but in any event must do so and receive Departmental approval
before effecting any such change.

         c. The recipient represents that it is the primary source of employment
of the principal investigator at the time of the award of this grant, and agrees
it will continue to be such during the project period of the grant.
Additionally, the principal investigator is expected to devote a considerable
part of his or her time to the project, in no case less than 5 hours (average)
per week, for the duration of the project.

         "Primary employment" means that more than one-half of the principal
investigator's time, but no less than 20 hours (average) per week, is spent in
the employment of the small business and that the principal investigator is not
employed full time by any other entity.

14.      CHANGES IN OBJECTIVES OR SCOPE.

         Any change in the objective or scope of a grant-supported project
requires the prior approval of DOE. This includes changes in the phenomenon or
phenomena under study and in the methodologies or experiments if they are a
specific objective of the research work as stated in the application approved by
DOE.

15.      TRANSFER OF SUBSTANTIVE PROGRAMMATIC EFFORT.

         None of the substantive effort of the project may be transferred by
contract or subgrant to another organization or person without the prior
approval of DOE. This provision does not apply to the procurement of equipment,
supplies, materials, or general support services; these services may, however,
be subject to other prior approval requirements (e.g., those found in the
applicable cost principles or procurement standards).

16.      RESEARCH EFFORT.

         For both SBIR and STTR, there are requirements on the amount of the
funded research or analytical effort that must be performed by the small
business. The funded research or analytical effort is defined as the total
requested funding minus the cost of any purchased or leased equipment,
materials, or supplies (whether purchased by the grantee or a subcontractor).
These requirements are:


                                       6
<PAGE>


         a. SBIR:

            (1) Phase I: A minimum of two-thirds of the funded research or
analytical effort must be performed by the grantee; a maximum of one-third of
the effort may be performed by consultants or subcontractors.

            (2) Phase II: A minimum of one-half of the research and analytical
effort of Phase II must be performed by the grantee; up to one-half of the
research or analytical effort may be performed by consultants or subcontractors.

         b. STTR:

            (1) Phase I: A minimum of 40% of the work must be performed by the
small business and at least 30% of the work must be performed by the non-profit
research institution partner. Such institutions include Federally funded
research and development centers, universities, teaching hospitals, and other
non-profits. A minimum of 40% of the funding, excluding any purchased or leased
equipment, materials, and supplies, must be allocated to the small business; a
minimum of 30% of the funding, excluding any purchased or leased equipment,
materials, and supplies, must be allocated to the research institution.

            (2) Phase II: The same as STTR Phase I.

17.      SOLE SOURCE PROCUREMENT.

         A grantee must receive prior approval from DOE before entering into any
sole-source contract or contract in which only one bid or proposal is received,
when the aggregate value of the contract is expected to exceed $100,000.

18.      FOREIGN TRAVEL.

         Foreign travel is not an appropriate expense for SBIR and STTR
projects.

19.      CONSULTANT SERVICES.

         Costs of consultant services are allowable in accordance with the
applicable cost principles. These principles include the requirement that the
consultant not be an employee of the grantee organization; the one exception to
this requirement applies to colleges and universities.

20.      PAPERWORK REDUCTION.

         a. The award is subject to the requirements of the Paperwork Reduction
Act of 1980 as implemented by the Office of Management and Budget rules,
"Controlling Paperwork Burdens on the Public" published as 5 CFR 1320 (48 FR
13666, 3-31-83). These requirements apply if the grantee will collect
information from ten or more respondents at the specific request of DOE,


                                       7
<PAGE>


or if the award requires specific DOE approval of the information collection or
the collection procedures.

         b. The grantee shall submit any proposed sponsored information
collection under paragraph a. of this term to the Contracting Officer named on
the NFAA. The proposal shall be submitted at least 120 days prior to the
intended date of information collection. DOE will seek the requisite approval
from the Office of Management and Budget and will promptly notify the grantee of
the disposition of the request.

21.      GENERALLY APPLICABLE REQUIREMENT.

         In accordance with 10 CFR 600.12, this grant is subject to a number of
statutory and other generally applicable requirements. Those requirements most
pertinent to research projects are highlighted below:

         a. Research Involving Vertebrate Animals. Any recipient performing
research on vertebrate animals shall comply with the Laboratory Animal Welfare
Act of 1966, as amended (7 U.S.C. 2131 et seq.), and the regulations promulgated
thereunder by the Secretary of Agriculture (9 CFR) pertaining to the care,
handling, and treatment of vertebrate animals held or used for research,
teaching, or other activities supported by Federal awards. The recipient is
expected to ensure that the guidelines described in Department of Health and
Human Services (DHHS) Publication No. (NIH) 85-23, "Guide for the Care and Use
of Laboratory Animals," are followed and to comply with the U.S. Government
Principles for the Utilization and Care of Vertebrate Animals Used in Testing,
Research and Training (included as an Appendix to the NIH Guide).

         b. Research Involving Recombinant DNA Molecules. Any grantee performing
research involving recombinant DNA molecules and/or organisms and viruses
containing recombinant DNA molecules agrees by acceptance of this grant to
comply with the National Institutes of Health "Guidelines for Research Involving
Recombinant DNA Molecules," 6-83 (48 FR 24556) or such later revision to those
guidelines as may be published in the Federal Register.

         c. Use of Human Subjects in Research, Development, and Related
Activities. Any DOE grantee performing research, development, or related
activities involving human subjects must comply with regulations found at 10 CFR
Part 745, "Protection of Human Subjects," and any additional provisions which
may be included in the "Special Terms and Conditions" of the grant. Such
provisions are intended to safeguard the rights and welfare of human subjects at
risk of possible physical, psychological, or social injury as a consequence of
their participation.

22.      NONDISCRIMINATION.

         The grant is subject to the provisions of 10 CFR 1040,
Nondiscrimination in Federally Assisted Programs.


                                       8
<PAGE>


23.      PUBLIC ACCESS TO INFORMATION.

         a. The Freedom of Information Act, as amended, and the DOE implementing
regulations (10 CFR 1004), require DOE to release certain documents and records
regarding grants to any person who provides a written request. The intended use
of the information will not be a criterion for release. These requirements apply
to information held by DOE and do not require grantees, their subgrantees, or
their contractors to permit public access to their records.

         b. Records maintained by DOE with respect to grants are subject to the
provisions of the Privacy Act and the DOE implementing regulations (10 CFR 1008)
if those records constitute a "system of records" as defined in the Act and the
regulations. Generally, records maintained by grantees, their subgrantees, or
their contractors are not subject to these requirements.

24.      ACKNOWLEDGMENT OF SUPPORT.

         Publication of the results of the grant is encouraged subject to any
applicable restrictions in 10 CFR 600.27, Patent and data provisions. Any
article published shall include an acknowledgment that the research was
supported, in whole or in part, by a DOE grant (with the grant number) and a
statement that such support does not constitute an endorsement by DOE of the
views expressed in the article.

25.      NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN AWARD

         a. The awardee will not be granted access to classified information. In
addition, DOE does not expect that this research will generate information that
would require classification. Under certain circumstances, however, a
classification review of information originated tinder the award may be
required.

         b. Executive Order 12958 (60 Fed. Reg. 19,825 (1995)) states that basic
scientific research information not clearly related to the national security may
not be classified. Nevertheless, some information concerning (among other
things) scientific, technological, or economic matters relating to national
security or cryptology may require classification. If an awardee originates
information during the course of this award that it believes requires
classification under this Executive Order, the awardee must promptly:

            (1) Notify the Contracting Officer and the DOE Project Officer;

            (2) Submit the information by registered mail directly to the
Director, Office of Nuclear and National Security Information, SO-22; U.S.
Department of Energy; P.O. Box A; Germantown, MD 20875-0963, for classification
review.

            (3) Restrict access to the information to the maximum extent
possible until the awardee is informed that the information is not classified,
but no longer than thirty (30) days after receipt by the Director, Office of
Nuclear and National Security Information.


                                       9
<PAGE>


         c. If the awardee originates information concerning the production or
utilization of special nuclear material (i.e., plutonium, uranium enriched in
the isotope 233 or 235, and any other material so determined under section 151
of the Atomic Energy Act) or atomic energy, the awardee must:

            (1) Notify the Contracting Officer and the DOE Project Officer.

            (2) Submit the information by registered mail directly to the
Director, Office of Nuclear and National Security Information, SO-22; U.S.
Department of Energy; P.O. Box A; Germantown, MD 20875-0963 for classification
review within 180 days of the date the awardee first discovers or first has
reason to believe that the information is useful in such production or
utilization.

            (3) Restrict access to the information to the maximum extent
possible until the awardee is informed that the information is not classified,
but no longer than 90 days after receipt by the Director, Office of Nuclear and
National Security Information.

         d. If DOE determines any of the information requires classification,
the awardee agrees that the Government may terminate the award by mutual
agreement in accordance with 10 CFR 600.25(d). If the award is terminated, all
material deemed to be classified must be forwarded to the DOE, in a manner
specified by DOE.

         e. If DOE does not respond within the specified time periods, the
awardee is under no further obligation to restrict access to the information.

26.      SUSPENSION AND TERMINATION.

         a. Under the provisions of 10 CFR 600.25 and 600.161, DOE may suspend
or terminate the award, in whole or in part (1) when the grantee has materially
failed to comply with the terms and conditions of the award or (2) for any
reason by mutual agreement between DOE and the grantee upon the request of
either party.

         b. Normally, DOE action to suspend or terminate an award for cause will
be taken only after DOE has informed the grantee of any deficiency on its part
and given the grantee an opportunity to correct it. However, DOE may immediately
suspend or terminate the award without prior notice when it believes such action
is necessary to protect the interests of the Government.

         c. No costs incurred during a suspension period or after the effective
date of a termination will be allowable, except those costs which, in the
opinion of DOE, the grantee could not reasonably avoid or eliminate or which
were otherwise authorized by the suspension or termination notice, provided such
costs would otherwise be allowable under the terms of the award and the
applicable Federal cost principles.


                                       10
<PAGE>


         d. Final allowable costs under a termination settlement shall be in
accordance with the terms of the award, including this term, and the appropriate
Federal cost principles. In no event will the total of payments under a
terminated award exceed the amount obligated by DOE or the DOE pro rata share
when cost-sharing was required, whichever is less.

         e. Within 90 days after the termination of the grant, the grantee shall
submit any final financial, performance, and other reports required by the terms
and conditions of the award. (See 10 CFR 600.151 and 600.152.)

         f. A notice of termination other than by mutual agreement may be
subject to review according to the provisions of 10 CFR 600.22, Disputes and
appeals.

27.      INTEREST.

         The requirements of this paragraph are not applicable when the
Contracting Officer affirmatively determines that its inclusion would not be in
the best interests of the Government.

         a. Notwithstanding any other term or condition of the grant, all
amounts that become payable by the recipient to the Government under the grant
shall bear simple interest from the date due until paid unless paid within 30
days of becoming due. The interest rate shall be the interest rate established
by the Secretary of the Treasury (Secretary) as provided in Section 11 of the
Debt Collection Act of 1982 (31 U.S.C. 3717), 10 CFR 600.173, which is
applicable to the period in which the amount becomes due, as provided in
paragraph b. below, and then at the rate applicable for each 3-month period as
fixed by the Secretary until the amount is paid.

         b. Amounts shall be due at the earliest of the following dates:

            (1) The date fixed under the grant.

            (2) The date of the first written demand for payment consistent with
the grant, including any demand resulting from a termination.

            (3) The date the Government transmits to the recipient a proposed
agreement to confirm completed negotiations establishing the amount of debt.

         c. The interest charge made under this provision may be reduced in
accordance with the procedures prescribed in 4 CFR 102.13 or in accordance with
agency regulations in effect on the date of original award of the grant.

28.      AUTHORIZATION AND CONSENT.

         The Government hereby gives its authorization and consent for all use
and manufacture of any invention described in and covered by a patent of the
United States in the performance of this grant or any part hereof or any
amendment hereto or any contracts and subgrants under the award at whatever
tier.


                                       11
<PAGE>


29.      NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT.

         The provisions of this term shall be applicable only if the amount of
this grant exceeds $10,000.

         a. The grantee shall report to the Contracting Officer, promptly and in
reasonable written detail, each notice or claim of patent or copyright
infringement based on the performance of this grant of which the grantee has
knowledge.

         b. In the event of any claim or suit against the Government on account
of any alleged patent or copyright infringement arising out of the performance
of this grant or out of the use of any supplies famished or work or services
performed hereunder, the grantee shall furnish to the Government when requested
by the Contracting Officer, all evidence and information in possession of the
grantee pertaining to such suit or claim. Such evidence and information shall be
furnished at the expense of the Government except where the grantee has agreed
to indemnify the Government.

         c. This term shall be included in all contracts and subgrants under the
grant.

30.      PATENT RIGHTS.

         a. Definitions.
            ------------

            (1) "Invention" means any invention or discovery which is or may be
patentable or otherwise protectable under Title 35 of the United States Code
(U.S.C.) or any novel variety of plant which is or may be protected under the
Plant Variety Protection Act (7 U.S.C. 2321, et seq.).

            (2) "Subject Invention" means any invention of the grantee conceived
or first actually reduced to practice in the performance of work under this
grant, provided that in the case of a variety of plant the date of determination
(as defined in section 44(d) of the Plant Variety Protection Act, 7 U.S.C.
2401(d)) must also occur during the period of grant performance.

            (3) "Practical Application" 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 the case of a machine or system; and, in each case, under such
conditions as to establish that the invention is utilized and that its benefits
are, to the extent permitted by law or Government regulations, available to the
public on reasonable terms.

            (4) "Made" when used in relation to any invention means the
conception or first actual reduction to practice of such invention.


                                       12
<PAGE>


            (5) "Small Business Firm" means a small business concern as defined
in Section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations of
the Administrator of the Small Business Administration. For the purpose of this
clause, the size standard for small business concerns involved in Government
procurement and subcontracting, at 13 CFR 121.3-8 and 13 CFR 121.3-12,
respectively, will be used.

            (6) "Nonprofit Organization" means a 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 nonprofit scientific or educational organization qualified under a state
nonprofit organization statute.

            (7) "Patent Counsel" means the Department of Energy (DOE) Patent
Counsel assisting the DOE contracting activity.

         b. Allocation of Principal Rights.
            -------------------------------

            (1) The grantee may retain the entire right, title and interest
throughout the world to each subject invention subject to the provisions of this
clause and 35 U.S.C. 203. With respect to any subject invention in which the
grantee retains title, the Federal Government shall have a nonexclusive,
nontransferable, irrevocable, paid-up license to practice or have practiced for
or on behalf of the United States the subject invention throughout the world.

            (2) (Reserved)

         c. Invention Disclosure, Election of Title and Filing of Patent
            ------------------------------------------------------------
            Application By Grantee.
            -----------------------

            (1) The grantee will disclose each subject invention to the Patent
Counsel within two months after the inventor discloses it in writing to grantee
personnel responsible for patent matters. The disclosure to the Patent Counsel
shall be in the form of a written report and shall identify the grant under
which the invention was made and the inventor(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 the
physical, chemical, biological or electrical characteristics of the invention.
The disclosure shall also identify any publication, on sale or public use of the
invention and whether a manuscript describing the 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 Patent Counsel, the
grantee will promptly notify the Patent Counsel of the acceptance of any
manuscript describing the invention for publication or of any on sale or public
use planned by the grantee.

            (2) The grantee will elect in writing whether or not to retain title
to any such invention by notifying the Patent Counsel within two years of
disclosure to the Patent Counsel. However, in any case where publication, on
sale or public use has initiated the one-year statutory period wherein valid
patent protection can still be obtained in the United States, the period for


                                       13
<PAGE>


election of title may be shortened by Patent Counsel to a date that is no more
than sixty days prior to the end of the statutory period.

            (3) The grantee will file its initial patent application on a
subject invention to which it elects to retain title within one year after
election of title or, if earlier, prior to the end of any statutory period
wherein valid patent protection can be obtained in the United States after a
publication, on sale, or public use. The grantee will file patent applications
in additional countries or international patent offices within either ten months
of the corresponding initial patent application or six months from the date
permission is granted by the Commissioner of Patents and Trademarks to file
foreign patent applications where such filing has been prohibited by a Secretary
Order.

            (4) Requests for extension of the time for disclosure to the Patent
Counsel, election, and filing, under subparagraphs (1), (2), and (3) may, at the
discretion of the Patent Counsel, be granted.

         d. Conditions When the Government May Obtain Title.
            ------------------------------------------------

         The grantee will convey to the DOE, upon written request, title to any
subject invention:

            (1) If the grantee fails to disclose or elect title to the subject
invention within the times specified in c. above, or elects not to retain title;
provided that the DOE may only request title within 60 days after learning of
the failure of the grantee to disclose or elect within the specified times;

            (2) In those countries in which the grantee fails to file patent
applications within the times specified in c. above, provided, however, that if
the grantee has filed a patent application in a country after the time specified
in c. above prior to its receipt of the written request of the Patent Counsel,
the grantee shall continue to retain title in that country; or

            (3) In any country in which the grantee decides not to continue the
prosecution of any application for, to pay the maintenance fees on, or defend in
a reexamination or opposition proceeding, a patent on a subject invention.

         e. Minimum Rights to Grantee and Protection of the Grantee Right to
            -------------------------------------------------------------------
            File.
            -----

            (1) The grantee will retain a nonexclusive, royalty-free license
throughout the world in each subject invention to which the Government obtains
title except if the grantee fails to disclose the subject invention within the
times specified in c. above. The grantee's license extends to its domestic
subsidiaries and affiliates, if any, within the corporate structure of which the
grantee is a part and includes the right to grant sublicenses of the same scope
to the extent the grantee was legally obligated to do so at the time the grant
was awarded. The license is transferable only with the approval of DOE except
when transferred to the successor of the part of the grantee's business to which
the invention pertains.


                                       14
<PAGE>


            (2) The grantee's domestic license may be revoked or modified by DOE
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 applicable provisions at 37 CFR 404 and 10 CFR 781. This
license will not be revoked in that field of use or the geographical areas in
which the grantee 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 DOE to the
extent the grantee, 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, DOE will
furnish the grantee a written notice of its intention to revoke or modify the
license, and the grantee will be allowed thirty days (or such other time as may
be authorized by DOE for good cause shown by the grantee) after the notice to
show cause why the license should not be revoked or modified. The grantee has
the right to appeal, in accordance with 37 CFR 404 and 10 CFR Part 781, any
decision concerning the revocation or modification of its license.

         f. Grantee Action to Protect the Government's Interest.
            ----------------------------------------------------

            (1) The grantee agrees to execute or to have executed and promptly
deliver to the Patent Counsel all instruments necessary to:

                (a) Establish or confirm the rights the Government has
throughout the world in those subject inventions to which the grantee elects to
retain title, and

                (b) Convey title to DOE when requested under d. above and to
enable the Government to obtain patent protection throughout the work in that
subject invention.

            (2) The grantee agrees to require, by written agreement, its
employees, other than clerical and nonclerical employees, to disclose promptly
in writing to personnel identified as responsible for the administration of
patent matters and in a format suggested by the grantee each subject invention
made under this grant in order that the grantee can comply with the disclosure
provisions of c. above and to execute all papers necessary to file patent
applications on subject inventions and to establish the Government's rights in
the subject inventions. The disclosure format should require, as a minimum, the
information required by c.(l) above. The grantee shall instruct such employees
through the employee agreements or other suitable educational programs on the
importance of reporting inventions in sufficient time to permit the filing of
patent applications prior to United States or foreign statutory bars.

            (3) The grantee will notify the Patent Counsel of any decision not
to continue prosecution of a patent application, pay maintenance fees, or defend
in reexamination or opposition proceeding on a patent, in any country not less
than thirty days before the expiration of the response period required by the
relevant patent office.


                                       15
<PAGE>


            (4) The grantee agrees to include, within the specification of any
United States patent applications and any patent issuing thereon covering a
subject invention, the following statement "This invention was made with
Government support under (identify the grant) awarded by the Department of
Energy. The Government has certain rights in this invention."

            (5) The grantee agrees to:

                (a) Upon request, provide a report prior to the closeout of the
grant listing all subject inventions or stating that there were none;

                (b) Provide, upon request, a copy of the patent application,
filing date, serial number and title, patent number and issue date for any
subject invention in any country in which the grantee has applied for a patent;
and

                (c) Provide upon request, but not more than annually, listings
of all subject inventions which were disclosed to DOE during the applicable
reporting period.

         g. Contracts and Subgrants under Grants.
            -------------------------------------

            (1) The grantee will include this clause, suitably modified to
identify the parties in all contracts and subgrants under grants regardless of
tier for experimental, developmental or research work to be performed by a small
business firm or a domestic nonprofit organization. The lower tier recipient
will retain all rights provided for the grantee in this clause, and the grantee
will not as part of the consideration for awarding the contract or subgrant
obtain rights in the lower tier recipient's subject inventions.

            (2) The grantee will include in all other contracts or subgrants,
regardless of tier for experimental, developmental, demonstration, or research
work this patent rights clause as appropriate, modified to identify the parties.

            (3) In the case of subcontracts, at any tier, DOE, subcontractor,
and the Contractor agree that the mutual obligations of the parties created by
this clause constitute a contract between the subcontractor and DOE with respect
to the matters covered by the clause; provided, however, that nothing in this
paragraph is intended to confer any jurisdiction under the Contract Disputes Act
in connection with proceedings under paragraph j. of this clause.

         h. Reporting on Utilization of Subject Inventions.
            -----------------------------------------------

         The grantee agrees to submit on request periodic reports no more
frequently than annually on the utilization of a subject invention or on efforts
at obtaining such utilization that are being made by the grantee or its
licensees or assignees. Such reports shall include information regarding the
status of development, date of first commercial sale or use, gross royalties
received by the grantee, and such other date and information as DOE may
reasonably specify. The grantee also agrees to provide additional reports as may
be requested by DOE in connection with any march-in-proceeding undertaken by DOE
in accordance with paragraph j. of this clause. As


                                       16
<PAGE>


required by 35 U.S.C. 202(c)(5), DOE agrees it will not disclose such
information to persons outside the Government without permission of the grantee.

         i. Preference for United States Industry.
            --------------------------------------

         Notwithstanding any other provision of this term, the grantee agrees
that neither it nor any assignee will grant to any person the exclusive right to
use or sell any subject inventions in the United States unless such person
agrees that any products embodying the subject invention or produced through the
use of the subject invention will be manufactured substantially in the United
States, However, in individual cases, the requirement for such an agreement may
be waived by DOE upon a showing by the grantee or its 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.

         j. March-in-rights.
            ----------------

         The grantee agrees that with respect to any subject invention in which
it has acquired title, DOE has the right in accordance with the procedures in 37
CFR 401.6 and any supplemental regulations of DOE to require the grantee, an
assignee or exclusive licensee of a subject invention to grant a nonexclusive,
partially exclusive, or exclusive license in any field of use to a responsible
applicant or applicants, upon terms that are reasonable under the circumstances,
and if the grantee, assignee, or exclusive licensee refuses such a request, DOE
has the right to grant such a license itself if DOE determines that:

            (1) Such action is necessary because the grantee or assignee has not
taken, or is not expected to take within a reasonable time, effective steps to
achieve practical application of the subject invention in such field of use;

            (2) Such action is necessary to alleviate health or safety needs
which are not reasonably satisfied by the grantee, assignee, or their licensees;

            (3) Such action is necessary to meet requirements for public use
specified by Federal regulations and such requirements are not reasonably
satisfied by the grantee, assignee, or licensee; or

            (4) Such action is necessary because the agreement required by
paragraph I. of this term has not been obtained or waived or because a licensee
of the exclusive right to use or sell any subject invention in the United States
is in breach of such agreement.

         k. Special Provisions for Grants with Nonprofit-Organizations.
            -----------------------------------------------------------

         If the grantee is a nonprofit organization it agrees that:


                                       17
<PAGE>

            (1) Rights to a subject invention in the United States may not be
assigned without the approval of DOE, except where such assignment is made to an
organization which has as one of its primary functions the management of
inventions, provided that such assignee will be subject to the same provisions
as the grantee.

            (2) The grantee will share royalties collected on a subject
invention with the inventor, including Federal employee co-inventors (when DOE
deems it appropriate) when the subject invention is assigned in accordance with
35 U.S.C. 202(e) and 37 CFR 401.10.

            (3) The balance of any royalties or income earned by the grantee
with respect to subject inventions, after payment of expenses (including
payments to inventors) incidental to the administration of subject inventions,
will be utilized for the support of scientific research or education, and

            (4) It will make efforts that are reasonable under the circumstances
to attract licensees of subject inventions that are small business firms and
that it will give a preference to a small business firm when licensing a subject
invention if the grantee determines that the small business firm has a plan or
proposal for marketing the invention which, if executed, is equally as likely to
bring the invention to practical application as any plans or proposals from
applicants that are not small business firms; provided that the grantee is also
satisfied that the small business firm has the capability and resources to carry
out its plan or proposal. The decision whether to give a preference in any
specific case will be at the discretion of the grantee. However, the grantee
agrees that the Secretary of Commerce may review the grantee's licensing program
and decisions regarding small business applicants, and the grantee will
negotiate changes to its licensing policies, procedures, or practices with the
Secretary of Commerce when the Secretary of Commerce's review discloses that the
grantee could take reasonable steps to implement more effectively the
requirements of this paragraph k.(4).

         l. Communications.
            ---------------

         The DOE central point of contact for communications or matters relating
to this clause is the Patent Counsel.

31.      REPORTING OF ROYALTIES.

         If this grant is in an amount which exceeds $10,000 and if any royalty
payments are directly involved in the grant or are reflected in the amount of
the grant award, the grantee agrees to report in writing to the Patent Counsel
(with notification by Patent Counsel to the Contracting Officer) during the
performance of this grant and prior to its completion or final settlement, the
amount of any royalties or other payments paid or to be paid by it directly to
others in connection with the performance of this grant together with the names
and addresses of licensors to whom such payments are made and either the patent
numbers involved or such other information as will permit the identification of
the patents or other basis on which the royalties are to be paid. The approval
of DOE of any individual payments or royalties shall not stop the Government at
any time from contesting the enforceability, validity or scope of, or title to,
any patent under which a royalty or payments are made.


                                       18
<PAGE>



32.      ADDITIONAL DATA REQUIREMENTS.

         a. In addition to the data (as defined in the term entitled, "Rights in
Data - SBIR/STTR Program" - or other equivalent included in this grant)
specified elsewhere in this grant to be delivered, the Contracting Officer may,
at any time during the project period or within 3 years of closeout of the
grant, order any data first produced or specifically used in the performance of
this grant.

         b. The "Rights in Data - SBIR/STTR Program" term or other equivalent
included in this grant is applicable to all data ordered under this "Additional
Data Requirements" term. Nothing contained in this term shall require the
grantee to deliver any data the withholding of which is authorized by the
"Rights in Data - SBIRSTTR Program" or other equivalent term of this grant, or
data which are specifically identified in this grant as not subject to this
term.

         c. When data are to be delivered under this term the grantee will be
compensated for converting the data into the prescribed form for reproduction,
and for delivery.

         d. The Contracting Officer may release the grantee from the requirement
of this clause for specifically identified data items at any time during the
3-year period set forth in a. above.

33.      RIGHTS IN DATA - SBIR/STTR PROGRAM.

         a. Definitions.
            ------------

         "Computer software" as used in this term, means computer programs,
computer databases, and documentation thereof.

         "Data" as used in this term, means recorded information, regardless of
form or the media on which it may be recorded. The "Data" includes technical
data and computer software. The "Data" does not include information incidental
to grant administration, such as financial, administrative, cost or pricing or
management information.

         "Form, fit and function data" as used in this term, means data relating
to items, components, or processes that are sufficient to enable physical and
functional interchangeability as well as data identifying source, size,
configuration, matching and attachment characteristics, functional
characteristics, and performance requirements except that for computer software
it means data identifying source, functional characteristics, and performance
requirements, but specifically excludes the source code, algorithm, process,
formulae, and flow charts of the software.


                                       19
<PAGE>


         "Limited rights data" as used in this term, means data (other than
computer software) developed at private expense that embody trade secrets or are
commercial or financial and confidential or privileged.

         "Restricted computer software" as used in this term, means computer
software developed at private expense and that is a trade secret; is commercial
or financial and confidential or privileged; or is published copyrighted
computer software; including modifications of such computer software.

         "SBIR/STTR data" as used in this term, means data first produced by a
grantee that is a small business firm in performance of a small business
innovation research grant issued under the authority of 15 U.S.C. 631 (Pub. L.
102-564, Small Business Research and Development Enhancement Act of 1992), which
data are not generally known, and which data without obligation to its
confidentiality have not been made available to others by the grantee or are not
already available to the Government.

         "SBIR/STTR rights" as used in this term, means the rights in SBIR/STTR
data set forth in the SBIR/STTR Rights Notice of paragraph d. of this term.

         "Technical data" as used in this term, means that data which are of a
scientific or technical nature.

         "Unlimited rights" as used in this term, means the right of the
Government to use, disclose, reproduce, prepare derivative works, distribute
copies to the public, and perform publicly and display publicly, in any manner
and for any purpose whatsoever, and to have or permit others to do so.

         b. Allocation of Rights.
            ---------------------

            (1) Except as provided in paragraph c. of this term regarding
copyright, the Government shall have unlimited rights in -

                (a) Data specifically identified in this grant as data to be
delivered without restriction;

                (b) Form, fit, and function data delivered under this grant;

                (c) Data delivered under this grant (except for restricted
computer software) that constitute manuals or instructional and training
material for installation, operation, or routine maintenance and repair of
items, components, or processes delivered or furnished for use under this grant;
and

                (d) All other data delivered under this grant unless provided
otherwise for SBIR/STTR data in accordance with paragraph d. of this term or for
limited rights data or restricted computer software in accordance with paragraph
g. of this term.


                                       20
<PAGE>


                (2) The grantee shall have the right to -

                    (a) Protect SBIR/STTR rights in SBIR/STTR data delivered
under this grant in the manner and to the extent provided in paragraph d. of
this term.

                    (b) Withhold from delivery those data which are limited
rights data or restricted computer software to the extent provided in paragraph
g. of this term.

                    (c) Substantiate use of, add, or correct SBIRSTTR rights of
copyright notices and to take other appropriate actions, in accordance with
paragraph e. of this term; and

                    (d) Establish claim to copyright subsisting in data first
produced in the performance of this grant to the extent provided in subparagraph
c. (1) of this term.

         C. Copyrights.
            -----------

            (1) DATA FIRST PRODUCED IN THE PERFORMANCE OF THIS GRANT. Except as
otherwise specifically provided in this grant, the grantee may establish claim
to copyright subsisting in any data first produced in the performance of this
grant. If claim to copyright is made, the grantee shall affix the applicable
copyright notice of 17 U.S.C. 401 and 402 and acknowledgment of Government
sponsorship (including grant number) to the data when such data are delivered to
the Government, as well as when the data are published or deposited for
registration as published work in the U.S. Copyright Office. For data other than
computer software the grantee grants to the Government, and others acting on its
behalf, a paid-up nonexclusive, irrevocable worldwide license to reproduce,
prepare derivative works, distribute copies to the public, and perform publicly
and display publicly, by or on behalf of the Government for all such data. For
computer software, the grantee grants to the Government, and others acting on
its behalf, a paid-up nonexclusive, irrevocable worldwide license for all such
computer software to reproduce, prepare derivative works, and perform publicly
and display publicly, by or on behalf of the Government.

            (2) DATA NOT FIRST PRODUCED IN THE PERFORMANCE OF THIS GRANT. The
grantee shall not, without prior written permission of the Contracting Officer,
incorporate in data delivered under this grant; and that contain the copyright
notice of 17 U.S.C. 401 and 402, unless the grantee identifies such data and
grants to the Government, or acquires on its behalf, a license of the same scope
as set forth in subparagraph c.(1) of this term.

            (3) REMOVAL OF COPYRIGHT NOTICES. The Government agrees not to
remove any copyright notices placed on data pursuant to this paragraph c., and
to include such notices on all reproductions of the data.


                                       21
<PAGE>


         d. Rights to SBIR/STTR Data.
            -------------------------

            (1) The grantee is authorized to affix the following SBIR/STTR
Rights Notice to SBIR/STTR data delivered under this grant and the Government
will thereafter treat the data, subject to the provisions of paragraphs e. and
f. of this term, in accordance with such Notice:

                               SBIR/STTR RIGHTS NOTICE

                These SBIR/STTR data are furnished with SBIR/STTR rights under
                Grant No. _____________ (and subcontract ________________ if
                appropriate). For a period of 4 years after acceptance of all
                items to be delivered under this grant, the Government agrees
                to use these data for Government purposes only, and they shall
                not be disclosed outside the Government (including disclosure
                for procurement purposes) during such period without
                permission of the grantee, except that, subject to the
                foregoing use and disclosure prohibitions, such data may be
                disclosed for use by support contractors. After the aforesaid
                4-year period the Government has a royalty-free license to
                use, and to authorize others to use on its behalf, these data
                for Government purposes, but is relieved of all disclosure
                prohibitions and assumes no liability for unauthorized use of
                these data by third parties. This Notice shall be affixed to
                any reproductions of these data in whole or in part.

                                 (END OF NOTICE)

            (2) The Government's sole obligation with respect to any SBIR/STTR
data shall be as set forth in this paragraph d.

         e. Omitted or Incorrect Markings.
            ------------------------------

            (1) Data delivered to the Government without any notice authorized
by paragraph d. of this term, and without a copyright notice, shall be deemed to
have been furnished with unlimited rights, and the Government assumes no
liability for the disclosure, use, or reproduction of such data. However, to the
extent the data have not been disclosed without restriction outside the
Government, the grantee may request within six months (or a longer time approved
by the Contracting Officer for good cause shown) after delivery of such data,
permission to have notices placed on qualifying data at the grantee's expense,
and the Contracting Officer may agree to do so if the grantee -

                (a) Identifies the data to which the omitted notice is to be
applied;

                (b) Demonstrates that the omission of the notice was
inadvertent;


                                       22
<PAGE>


                (c) establishes that the use of the proposed notice is
authorized; and

                (d) Acknowledges that the Government has no liability with
respect to the disclosure or use of any such data made prior to the addition of
the notice or resulting from the omission of the notice.

            (2) The Contracting Officer may also (a) permit correction, at the
grantee's expense, of incorrect notices if the grantee identifies the data on
which correction of the notice is to be made and demonstrates that the correct
notice is authorized, or (b) correct any incorrect notices.

         f. Protection of Limited Rights Data. When data other than that listed
in subdivisions b.(1)(a), (b), and (c) of this term are specified to be
delivered under this grant and such data qualify as either limited rights data
or restricted computer software, the grantee, if the grantee desires to continue
protection of such data, shall withhold such data and not furnish them to the
Government under this grant. As a condition to this withholding the grantee
shall identify the data being withheld and furnish form, fit, and function data
in lieu thereof.

         g. Contracts and Subgrants under the Grant. The grantee has the
responsibility to obtain from its contractors and subgrantees all data and
rights therein necessary to fulfill the grantee's obligations to the Government
under this grant. If a contractor or subgrantee refuses to accept terms
affording the Government such rights, the grantee shall promptly bring such
refusal to the attention of the Contracting Officer and not proceed with
contract or subgrant award without further authorization.

         h. Relationship to Patents. Nothing contained in this term shall imply
a license to the Government under any patent or be construed as affecting the
scope of any license or other right otherwise granted to the Government.

34.      RIGHTS TO APPLICATION DATA.

         Except for data contained on pages N/A , it is agreed that as a
condition of award of this grant, and notwithstanding the conditions of any
notice appearing thereon, the Government shall have unlimited rights (as defined
in the "Rights in Data - SBIR/STTR Program" term contained in this grant) in and
to the technical data contained in the application dated ________________, upon
which this grant is based.

35.      OTHER RESEARCH SUPPORT.

         a. The recipient represents that it has disclosed to the Contracting
Officer any applications made or contemplated at the time of award of this grant
to be made by it to any public or private entity for performance of the same or
similar work.


                                       23
<PAGE>


         b. The recipient agrees to inform the Contracting Officer of any
application submitted to any public or private entity for the same or
essentially the same project throughout the period of performance of this award.

         c. The recipient further agrees that it has not accepted and will not
be a party to any contractual arrangement for the duration of this project for
the same or essentially the same work as contemplated by this award.

         d. Failure of the recipient to adhere to paragraphs a., b., and c.
above shall constitute a basis for a determination of noncompliance under 10 CFR
600.24.

36.       NOTIFICATION OF DELAY.

         If the recipient will not complete the project or complete the project
within the established time frame, the Contracting Officer should be notified as
soon as that circumstance becomes apparent.

37.      FEE.

         SBIR/STTR recipients may be paid a fee or profit.


GENERAL TERMS AND CONDITIONS APPLICABLE TO PHASE I ONLY

1.       FIXED OBLIGATION.

         a. Awards will be made on a "fixed obligation" basis in accordance with
10 CFR 600.181(b).

         b. The Contracting Officer may approve lump-sum payments in
circumstances deemed appropriate by DOE. If a lump-sum payment is made, such
payment is subject to the condition that the recipient will return to the DOE
amounts remaining unexpended at the end of the project if those amounts exceed
$500 in accordance with 10 CFR 600.181(b)5.

2.       PREAWARD COSTS.

         Preaward expenditure approval as stated in the term entitled, "Preaward
Costs" of these General Terms and Conditions, is not required for Phase I
awards.


                                       24
<PAGE>


GENERAL TERMS AND CONDITIONS APPLICABLE TO PHASE II ONLY

1.       REPORTING NON-FEDERAL SUPPORT.

         The recipient agrees to provide the SBIR Program Manager an annual
report during Phase II and for five years after completion of this project
detailing the sources and amounts of non-Federal funding used to continue
support or commercialization of the research funded under this award.




                                       25