Exhibit 10(v)

--------------------------------------------------------------------------------
AWARD/CONTRACT      1. THIS CONTRACT IS A RATED ORDER    RATING    PAGE OF PAGES
                       UNDER DPAS (16 CFR 700)            DO-A1    1        65
--------------------------------------------------------------------------------
2. CONTRACT (Proc.  3. EFFECTIVE DATE         4. REQUISTION/PURCHASE REQUEST/
   Inst. Ident.) NO.    01 January 2002             PROJECT NO.
   N00019-01-D-0037                              N00019-01-P7-CF114/CAS-MOS
                                                 (Tanker)
--------------------------------------------------------------------------------
5. ISSUED BY            CODE N00019       6. ADMINISTERED BY       CODE S5111A
   Naval Air System Command                    (If other than Item 5)
   AIR 2.4.3.1, Building 441                 DCM, Baltimore
   Patuxent River, MD 20670-5000             Federal Building, Room 339
   Attn: Monica White, (301) 757-8980 or     200 Granby Street
         whiteml2@navair.navy.mil            Norfolk, VA 23510-1811
                                          Surveillance Criticality Designator:
--------------------------------------------------------------------------------
7. NAME AND ADDRESS OF CONTRACTOR           8. DELIVERY
   (No., street, city, county, State            / / FOB ORIGIN  /X/OTHER (See
    and ZIP Code)                                                         below)
   Flight International, Inc.               9. DISCOUNT FOR PROMPT PAYMENT
   Newport News/Williamsburg International
      Airport                              10. SUBMIT INVOICES (4 copies unless
   One Lear Drive                              otherwise specified) To THE
   Newport News, VA 23602                      ADDRESS SHOWN IN:
                                                       ITEM
CODE 3U829                  FACILITY CODE                   BLOCK 12
--------------------------------------------------------------------------------
11. SHIP TO/MARK FOR         CODE          12. PAYMENT WILL BE MADE BY    CODE
    As specified in contract or
    individual delivery orders.                 See Section G
--------------------------------------------------------------------------------
13. AUTHORITY FOR USING OTHER THAN FULL    14. ACCOUNTING AND APPROPRIATION DATA
    AND OPEN COMPETITION:                      See Section G of the Schedule
    /X/ 10 U.S.C. 2304(c)( )
    / / 41 U.S.C. 253(c)( )
--------------------------------------------------------------------------------
15A. ITEM NO.      15B. SUPPLIES/SERVICES    15C. QUANTITY    15D. UNIT
15E. UNIT PRICE     15F. AMOUNT
--------------------------------------------------------------------------------
Commercial Air Services - Military Operations Support (CAS-MOS)-TANKER
The Government hereby accepts Flight International's proposal of 17 and 25 June
2001, submitted in response to Request for Proposal (RFP) N00019-01-R-0037 for
the CAS-MOS - Tanker (Lot III) effort, as revised by Amendments 0001 through
0005, for a total estimated amount of $3,208,080.00 ($16,878,480.00 if all
options are exercised) as set forth in Block 15G of the Standard Form 26.
--------------------------------------------------------------------------------
                                15G. TOTAL AMOUNT OF CONTRACT $3,208,080.00
--------------------------------------------------------------------------------
                             16. TABLE OF CONTENTS
--------------------------------------------------------------------------------
(X) SEC.                 DESCRIPTION                                    PAGE(S)
                PART I - THE SCHEDULE
 X   A     SOLICITATION/CONTRACT FORM                                      1
 X   B     SUPPLIES OR SERVICES AND PRICES/COSTS                           2
 X   C     DESCRIPTION/SPECS./WORK STATEMENT                               8
 X   D     PACKAGING AND MARKING                                          31
 X   E     INSPECTION AND ACCEPTANCE                                      32
 X   F     DELIVERIES OR PERFORMANCE                                      33
 X   G     CONTRACT ADMINISTRATION DATA                                   34
 X   H     SPECIAL CONTRACT REQUIREMENTS                                  42

                PART II - CONTRACT CLAUSES
 X   I     CONTRACT CLAUSES                                               56

                PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
 X   J     LIST OF ATTACHMENTS                                            65

                PART IV - REPRESENTATIONS AND INSTRUCTIONS
     K     REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS
     L     INSTRS., CONDS., AND NOTICES TO OFFERORS
     M     EVALUATION FACTORS FOR AWARD
--------------------------------------------------------------------------------
         CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
--------------------------------------------------------------------------------
17. /X/ CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this
document and return One (1) copies to issuing office.) Contractor agrees to
furnish and deliver all items or perform all the services set forth or otherwise
identified above and on any continuation sheets for the consideration stated
herein. The rights and obligations of the parties to this contract shall be
subject to and governed by the following documents: (a) this award/contract, (b)
the solicitation, if any and (c) such provisions, representations,
certifications, and specifications, as are attached or incorporated by reference
herein. (Attachments are listed herein.)
--------------------------------------------------------------------------------
18 / / AWARD. (Contractor is not required to sign this document.)
Your offer on Solicitation No._____
including the additions or changes made by you which additions or changes are
set forth in full above, is hereby accepted as to the items listed above and on
any continuation sheets. This award consummates the contract which consists of
the following documents: (a) the Government's solicitation and your offer, and
(b) this award/contract. No further contractual document is necessary.
--------------------------------------------------------------------------------
19A. NAME AND TITLE OF SIGNER         20A. NAME OF CONTRACTING OFFICER
     (Type or print)                       DAWN B. ADAMO
     David R. Sharp, Executive VP/COO      CONTRACTING OFFICER
--------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR      19C. DATE SIGNED  20B. UNITED STATES OF AMERICA
     /S/ David R. Sharp           12/17/01        BY Dawn B. Adamo
     (Signature of person                          (Signature of person
      authorized to sign)                          authorized to sign)
--------------------------------------------------------------------------------
20C. DATE SIGNED
     12/19/01
--------------------------------------------------------------------------------

<PAGE>
                                N00019-01-D-0037
                                   SECTION B
--------------------------------------------------------------------------------

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

BASE PERIOD - LOT 3 - CONSISTS OF CLINs 0080 through 0089.

PART A - REQUIREMENTS LINE ITEMS

                                    Est.
CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

Type V - Large Transport/Tanker Aircraft Missions (CLIN 0080)

0080     Type V, Secondary          *       FM       *                  *
                                    *     (Hours)
         Maximum Quantity:   *

0081     Inverter, 1 KVA, 60 Hz -   *       EA       *                  *
         Type V Aircraft
         Maximum Quantity: *

0082     GFE Equipment Installer/   *       MH       *                  *
         Maintainer
         Maximum Quantity: *

0083     Administrative/Technical   *      LOT         **NSP            **NSP
         Data in accordance with
         Contract Data Requirements
         List, DD
         Form 1423, Exhibit A.

PART B - ID/IQ LINE ITEMS

CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

0084     Pilot in Non-Flying Status    *    MH        *                 *
         Minimum Quantity: Zero

0085     Additional Support Aircraft   *   LOT        *                 *
         Minimum Quantity: Zero

PART C - COST REIMBURSEMENT LINE ITEMS

                                                      EST.
0086     Travel/Per Diem               *   LOT        *                 *
         Handling Rate for Travel/         RATE       *
         Per Diem                                 -----------

                                                      EST.
0087     Material/Shipping             *   LOT        *                 *
         Handling Rate for Material/       RATE       *
         Shipping                                 -----------

0088 through 0089     RESERVED

                                    LOT 3 - TOTAL FOR BASE PERIOD:      *

*This confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.

--------------------------------------------------------------------------------
                                  Page 2 of 65
<PAGE>
                                N00019-01-D-0037
                                   SECTION B
--------------------------------------------------------------------------------

OPTION I - LOT 3 - CONSISTS OF CLINs 0180 through 0189.

PART A - REQUIREMENTS LINE ITEMS

                                    Est.
CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

Type V - Large Transport/Tanker Aircraft Missions (CLIN 0180)

0180     Type V, Secondary           *      FM        *                *
                                     *    (Hours)
         Maximum Quantity: *

0181     Inverter, 1 KVA, 60 Hz -    *      EA        *                *
         Type V Aircraft
         Maximum Quantity: *

0182     GFE Equipment Installer/    *      MH        *                *
         Maintainer
         Maximum Quantity: *

0183     Administrative/Technical    *     LOT         **NSP            **NSP
         Data in accordance with
         Contract Data Requirements
         List, DD
         Form 1423, Exhibit A.

PART B - ID/IQ LINE ITEMS

CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

0184     Pilot in Non-Flying Status  *      MH         *               *
         Minimum Quantity: Zero

0185     Additional Support Aircraft *     LOT         *               *
         Minimum Quantity: Zero

PART C - COST REIMBURSEMENT LINE ITEMS

                                                      EST.
0186     Travel/Per Diem             *     LOT         *               *
         Handling Rate for Travel/         RATE        *
         Per Diem                                 -----------

                                                      EST.
0187     Material/Shipping           *     LOT         *               *
         Handling Rate for Material/       RATE        *
         Shipping                                 -----------

0188 through 0189     RESERVED

                                       LOT 3 - TOTAL FOR OPTION 1:     *

*This confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
--------------------------------------------------------------------------------
                                  Page 3 of 65
<PAGE>
                                N00019-01-D-0037
                                    SECTION B
--------------------------------------------------------------------------------

OPTION II - LOT 3 - CONSISTS OF CLINs 0280 through 0289.

PART A - REQUIREMENTS LINE ITEMS

                                    Est.
CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

Type V - Large Transport/Tanker Aircraft Missions (CLIN 0280)

0280     Type V, Secondary           *      FM         *               *
                                     *    (Hours)
         Maximum Quantity: *

0281     Inverter, 1 KVA, 60 Hz -    *      EA         *               *
         Type V Aircraft
         Maximum Quantity: *

0282     GFE Equipment Installer/    *      MH         *               *
         Maintainer
         Maximum Quantity: *

0283     Administrative/Technical    *     LOT         **NSP            **NSP
         Data in accordance with
         Contract Data Requirements
         List, DD
         Form 1423, Exhibit A.

PART B - ID/IQ LINE ITEMS

CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

0284     Pilot in Non-Flying Status  *      MH        *                *
         Minimum Quantity: Zero

0285     Additional Support Aircraft *     LOT        *                *
         Minimum Quantity: Zero

PART C - COST REIMBURSEMENT LINE ITEMS

                                                      EST.
0286     Travel/Per Diem             *     LOT        *                *
         Handling Rate for Travel/         RATE       *
         Per Diem                                 -----------

                                                      EST.
0287     Material/Shipping           *     LOT        *                *
         Handling Rate for Material/       RATE       *
         Shipping                                 -----------

0288 through 0289     RESERVED

                                      LOT 3 - TOTAL FOR OPTION II:     *

*This confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
--------------------------------------------------------------------------------
                                  Page 4 of 65

<PAGE>
                                N00019-01-D-0037
                                    SECTION B
--------------------------------------------------------------------------------

OPTION III - LOT 3 - CONSISTS OF CLINs 0380 through 0389.

PART A - REQUIREMENTS LINE ITEMS

                                    Est.
CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

Type V - Large Transport/Tanker Aircraft Missions (CLIN 0380)

0380     Type V, Secondary            *     FM        *                *
                                      *   (Hours)
         Maximum Quantity: *

0381     Inverter, 1 KVA, 60 Hz -     *     EA        *                *
         Type V Aircraft
         Maximum Quantity: *

0382     GFE Equipment Installer/     *     MH        *                *
         Maintainer
         Maximum Quantity: *

0383     Administrative/Technical     *    LOT         **NSP            **NSP
         Data in accordance with
         Contract Data Requirements
         List, DD
         Form 1423, Exhibit A.

PART B - ID/IQ LINE ITEMS

CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

0384     Pilot in Non-Flying Status  *      MH        *                *
         Minimum Quantity: Zero

0385     Additional Support Aircraft *     LOT        *                *
         Minimum Quantity: Zero

PART C - COST REIMBURSEMENT LINE ITEMS

                                                      EST.
0386     Travel/Per Diem             *     LOT        *                *
         Handling Rate for Travel/         RATE       *                *
         Per Diem                                 -----------

                                                      EST.
0387     Material/Shipping           *     LOT        *                *
         Handling Rate for Material/       RATE       *                *
         Shipping                                 -----------

0388 through 0389     RESERVED

                                     LOT 3 - TOTAL FOR OPTION III:     *

*This confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
--------------------------------------------------------------------------------
                                  Page 5 of 65
<PAGE>
                                N00019-01-D-0037
                                    SECTION B
--------------------------------------------------------------------------------

OPTION IV - LOT 3 - CONSISTS OF CLINs 0480 through 0489.

PART A - REQUIREMENTS LINE ITEMS

                                    Est.
CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

Type V - Large Transport/Tanker Aircraft Missions (CLIN 0480)

0480     Type V, Secondary           *      FM        *                *
                                     *    (Hours)
         Maximum Quantity: *

0481     Inverter, 1 KVA, 60 Hz -    *      EA        *                *
         Type V Aircraft
         Maximum Quantity: *

0482     GFE Equipment Installer/    *      MH        *                *
         Maintainer
         Maximum Quantity: *

0483     Administrative/Technical    *     LOT         **NSP            **NSP
         Data in accordance with
         Contract Data Requirements
         List, DD
         Form 1423, Exhibit A.

PART B - ID/IQ LINE ITEMS

CLIN          Supplies/Services     Qty.   Unit    Unit Price        Amount
----          -----------------     ----   ----    ----------        ------

0484     Pilot in Non-Flying Status  *      MH        *                 *
         Minimum Quantity: Zero

0485     Additional Support Aircraft *     LOT        *                 *
         Minimum Quantity: Zero

PART C - COST REIMBURSEMENT LINE ITEMS

                                                      EST.
0486     Travel/Per Diem             *     LOT        *                 *
         Handling Rate for Travel/         RATE       *
         Per Diem                                 -----------

                                                      EST.
0487     Material/Shipping           *     LOT        *                 *
         Handling Rate for Material/       RATE       *
         Shipping                                 -----------

0488 through 0489     RESERVED

                                      LOT 3 - TOTAL FOR OPTION IV:      *

*This confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
--------------------------------------------------------------------------------
                                  Page 6 of 65

<PAGE>
                                N00019-01-D-0037
                                   SECTION B
--------------------------------------------------------------------------------

LOT 3- GRAND TOTAL
    TOTAL FOR BASE PERIOD                                             *
    TOTAL FOR OPTION I                                                *
    TOTAL FOR OPTION II                                               *
    TOTAL FOR OPTION III                                              *
    TOTAL FOR OPTION IV                                               *
                                                        ---------------
    GRAND TOTAL FOR LOT 3:                                            *

                               SECTION B - NOTES:

(1) Reserved.
(2) Maximum Quantities are depicted in hours.

*This confidential information has been ommitted and filed separately with the
Securities and Exchange Commission.
--------------------------------------------------------------------------------
                                  Page 7 of 65

<PAGE>
                                N00019-01-D-0037
                                   SECTION C
--------------------------------------------------------------------------------

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

                        PERFORMANCE WORK STATEMENT (PWS)

C-1 For clarity, all references to the Federal Aviation Regulation in this PWS
will be by reference to Title 14, Code of Federal Regulations (CFR) and
abbreviated with the acronym "14 CFR". All references to the Federal Acquisition
Regulation will be abbreviated with the acronym "FAR".

C-2 SCOPE

a. The Commercial Air Services (CAS) program provides contractor owned and
operated aircraft to United States Navy (USN) Fleet customers for a wide variety
of airborne threat simulation capabilities to train shipboard and aircraft
squadron weapon systems operators and aircrew how to counter potential enemy
Electronic Warfare (EW) and Electronic Attack (EA) operations in today's
Electronic Combat (EC) environment. This support is provided in a variety of
venues, from basic "schoolhouse" Air Intercept Control (AIC) training to large
multinational exercises or small, single unit training exercises, and in a
variety of locations including multiple Continental United States (CONUS) sites
and foreign and/or remote operating bases outside CONUS (OCONUS). See Section C
- Annex (1) for listing of potential operating sites. The contractor shall
operate aircraft from designated or home bases on the East and West Coasts and
from any operating site during periods of deployment. Deployments can be
expected to range from a few days to six weeks or more.

b. CAS is also used for testing US and Foreign Military Sales (FMS) weapon
systems in the EC and threat representative target presentation, as well as for
Research, Development, Test & Evaluation (RDT&E), Operational Evaluation
(OPEVAL), range support, subscale target drone launch, and aerial refueling.

c. Customers for CAS under this contract include, but are not limited to, the
U.S. Navy, other Department of Defense (DoD) departments, agencies and services,
non-DoD Government agencies, and Foreign Military Sales customers.

d. This is a "dry" contract. Except as provided elsewhere herein, the contractor
shall not be expected to purchase fuel.

e. This contract shall incorporate a broad range of aircraft capabilities to
meet mission requirements.

--------------------------------------------------------------------------------
                                  Page 8 of 65

<PAGE>
                                N00019-01-D-0037
                                   SECTION C
--------------------------------------------------------------------------------

C-3 REFERENCES

Publication       Title
--------------------------------------------------------------------------------
DoD 5220.22-M     National Industrial Security Program Operation Manual (NISPOM)
--------------------------------------------------------------------------------
DoD 5500.7R       Joint Ethics Regulation (JER)
--------------------------------------------------------------------------------
SECNAVlNST        Use of Department of the Navy Aviation Facilities by other
3770.1C           than United States Department of Defense Aircraft
--------------------------------------------------------------------------------
AFI 10-1002       Agreement for Civil Aircraft Use of Air Force Airfields
--------------------------------------------------------------------------------
AFI 10-1001       Civil Aircraft Landing Permits
--------------------------------------------------------------------------------
OPNAVINST 3710.7  NATOPS Genera1: Flight and Operating Instructions
--------------------------------------------------------------------------------
NWP 6-02.1        Multiservice Air-Air, Air-Surface, Surface-Air Brevity Codes
                  (USAF publication AFJPAM 10-228)
--------------------------------------------------------------------------------
FXP-2             Fleet Exercise Publications - 2
--------------------------------------------------------------------------------
FXP-3             Fleet Exercise Publications - 3
--------------------------------------------------------------------------------
ATP-1B            Allied Tactical Publications
--------------------------------------------------------------------------------
FACSFACS          Operations Manual
VACAPESINST
3120.1 (series)
--------------------------------------------------------------------------------
FACSFACS SAN      Operations Manual
DIEGOlNST 3120.1
(series)
--------------------------------------------------------------------------------

C-4 DEFINITIONS AND GLOSSARY OF ACRONYMS

Aborted Mission. An unsuccessful mission with zero successful mission time.
Aborted missions may be the result of CFE malfunction, contractor personnel, or
other contractor error or failure to provide the number simultaneously airborne
aircraft required. Examples of aborted missions: (1) On a tow mission, with
contractor-maintained GFE tow equipment, the target cannot be deployed while on
station. Zero successful mission time results. (2) The flight schedule requires
four Type II, Pod mission and one Type III, Pod mission aircraft to be airborne
simultaneously, conducting missions against two different customers. The
contractor provides only three Type II, Pod mission and one Type III, Pod
mission aircraft. One Type II, Pod mission is aborted, even if the aircraft
airborne are able to partially or completely fill the Type II, Pod mission
requirement

Commercial-derivative aircraft. Aircraft originally designed, developed,
manufactured by commercial companies and certified by the Federal Aviation
Administration (FAA) (or equivalent foreign agency) with a Standard
Airworthiness Certificate, to perform civilian flying missions.

Deployment. Periods of contract flight activity conducted entirely at airports
remote from the contractor's home base or permanent operating sites where the
aircraft does not return to the home base or permanent operating site at night.

--------------------------------------------------------------------------------
                                  Page 9 of 65
<PAGE>
                                N00019-01-D-0037
                                    SECTION C
--------------------------------------------------------------------------------

Ferry Missions. A flight flown at the direction of the Government for the
purpose of repositioning contractor aircraft.

Former military aircraft. Aircraft specifically designed, developed, and
manufactured with Government funds (US or foreign) to perform unique military
missions and certified by a US or foreign military agency to perform those
missions.

Full System - A full system aircraft is an aircraft equipped in accordance with
Section C7 and Section C - Annex (3).

Joint Tactical Combat Training Systems (JTCTS3. Periods of at-sea air crew
tactical combat training capabilities to support an entire expeditionary force
and the land-based capability for air crew training.

Operations. Periods of flight activity supported out of the contractor's home
base, permanent operating sites, or deployment sites.

Primary aircraft. Aircraft of any mission type that can be scheduled within
24-hours advance notice.

Secondary aircraft. Aircraft of any mission type that can be scheduled with not
less than 60 days advance notice. Once scheduled, in some instances changes in
scheduling may be on the same basis as that for Primary aircraft.

Slick aircraft. Slick aircraft are FAA certified aircraft, which need not
include any CAS mission specific equipment.

Simultaneous Presentation. The number of aircraft of a given type required to be
airborne at the same time providing the same or different type(s) of services to
the same or different users.

Successful Mission. A mission will be considered successful if the aircraft is
flying and providing scheduled service in the scheduled operating area. If
desired service can not be provided due to malfunction(s) of equipment the
Government is required to maintain, only the portion of the flight prior to such
failure plus the recovery time via the most direct route will be counted as
billable time.

Surge aircraft. Aircraft that are neither Primary nor Secondary aircraft, but
which are capable of performing the required mission. Surge aircraft are extra
aircraft the contractor is encouraged to provide when more missions are planned
than the contractor is expected to meet with ordered Primary and/or Secondary
aircraft.

Utility Flight. A flight flown at the direction of the Government for the
purpose of transporting mission equipment in support of specific tasking.

See Section C - Annex (2) for Glossary of Acronyms

--------------------------------------------------------------------------------
                                  Page 10 of 65
<PAGE>
                                N00019-01-D-0037
                                   SECTION C
--------------------------------------------------------------------------------

C-5 CONTRACT LINE ITEM NUMBER DESCRIPTIONS (CLINs 0X80 through 0X89)

TYPE I:   Reserved

TYPE II:  Reserved

TYPE III: Reserved

TYPE IV:  Reserved

TYPE V:   LARGE TRANSPORT/TANKER - AIRCRAFT (CLIN 0X80)

Examples of missions for which this type of aircraft may be used are:

In-flight refueling (CL1N 0X80). Perform aerial tanking of contractor or
approved Government aircraft, thereby extending useful time on station and/or
permitting overseas/long range deployments. The contractor must possess flight
clearances from the Navy to refuel F-14, F/A18A-F, EA-6B, S-3B, and AV-8B
aircraft. The Government will not reimburse the contractor for costs incurred to
obtain flight clearances. The point of contact for the NAVAIR Flight Clearance
Office is the Airworthiness Officer at (301) 342-0135. Typical profiles include:
(1) Proceed to station 100 NM from base at 20,000 feet MSL. Loiter for 1.0 hour
on refueling track. Provide up to 120,000 pounds of fuel to approved, probe
equipped receiver aircraft and return to base with IFR fuel reserves. (2)
Proceed nonstop from West Coast CONUS to Hickam AFB, HI with up to a maximum of
5,000 pounds of additional mission payload and land with IFR fuel reserves while
providing up to a minimum of 80,000 pounds of fuel to approved, probe configured
receiver aircraft enroute to Hawaii. (3) Ferry.

                       TYPE V - PERFORMANCE REQUIREMENTS
--------------------------------------------------------------------------------
Speed/Altitude:    N/A
--------------------------------------------------------------------------------
Ceiling:           N/A
--------------------------------------------------------------------------------
Turn:              N/A
--------------------------------------------------------------------------------
Range:             Nonstop from West Coast CONUS to Hickam AFB, HI, with up to a
                   maximum of 5,000 pounds of additional mission payload and
                   land with IFR fuel reserves while providing up to a minimum
                   of 80,000 pounds of fuel to approved, probe configured
                   receiver aircraft enroute.
--------------------------------------------------------------------------------
Time On Station:   As defined in missions
--------------------------------------------------------------------------------
RCS:               N/A
--------------------------------------------------------------------------------
Configuration/     Approved drogue refueling system. Equipped and configured in
Special Equipment: accordance with paragraph C-7 and Section C - Annex (3).
--------------------------------------------------------------------------------
Additional         N/A
Performance
Criteria:
--------------------------------------------------------------------------------
Substitution of    N/A
Aircraft:
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                 Page 11 of 65
<PAGE>
                                N00019-01-D-0037
                                   SECTION C

                TYPE V - SIMULTANEOUS PRESENTATION REQUIREMENTS
--------------------------------------------------------------------------------
    CL1N        Minimum Number of Aircraft             Permanent Operating Site
                required for simultaneous
                      presentation
--------------------------------------------------------------------------------
    0X80                    1                                   None
--------------------------------------------------------------------------------

TYPE VI:  Reserved

TYPE VII: Reserved

AIRCRAFT MODIFICATIONS: SPECIAL EQUIPMENT (CLIN 0X81)

When ordered by the Government, the contractor shall obtain and install special
equipment specified in CLINs 0X30 through 0X39 and OX81. See Section C - Annex
(3). The equipment will become Government property subject to the applicable
Government property clause, Section G, of the contract.

GFE EQUIPMENT INSTALLER/MAINTAINER (CLIN 0X82)

The contractor shall provide GFE installers and maintenance personnel to
install, remove, and maintain GFE. Normal aircraft reconfiguration efforts must
not be charged to this CL1N.

ADMINISTRATIVE/TECHNICAL DATA (CLIN 0X83)

Administrative/Technical Data shall be provided in accordance with the attached
Contract Data Requirements List (CDRL), DD Form 1423, Exhibit A, A00l - A003, of
this contract.

PILOT IN NON-FLYING STATUS (CLIN 0X84)

The contractor shall provide pilots for performing services other than flying,
e.g. attending advanced meeting, scheduling meeting, and other non-flying
requirements.

ADDITIONAL SUPPORT AIRCRAFT (CLIN 0X85)

The contractor may be required to provide other military-derivative or
commercial aircraft to support future requirements under this contract. The
price for the services shall be negotiated and the Government shall provide a
minimum of 60 days notice prior to the start of services.

--------------------------------------------------------------------------------
                                 Page 12 of 65
<PAGE>
                                N00019-01-D-0037
                                   SECTION C
--------------------------------------------------------------------------------

TRAVEL/PER DIEM (CLIN 0X86)

a. Area of Travel. Performance under this contract may require travel by
contractor personnel. If travel, domestic or overseas, is required, the
contractor is responsible for making all necessary arrangements for its
personnel. These include but are not limited to: medical examinations,
immunizations, passports/visas/etc., and security clearances. All contractor
personnel required to perform work on any U.S. Navy vessel shall obtain boarding
authorization from the Commanding Officer of the vessel before boarding.

b. Travel Policy. The Government will reimburse the contractor for allowable
travel costs incurred by the contractor in performance of the contract in
accordance with FAR Subpart 31.2 and applicable Government regulations. The COR
must approve all requests for travel and per diem reimbursements in excess of
JTR limits in advance. Examples of authorized TAD include attending training
required by the Government and participating in deployments and exercises that
require an overnight stay away from the designated or home base. Travel and per
diem costs incurred in the replacement or relocation of personnel will not be
reimbursed when such replacement or relocation is for the contractor's or
employee's convenience.

c. The Government reserves the right to return contractor personnel to their
designated base of operations when extended periods of non-flight operations
occur during a deployment.

d. Travel.

   (1) The contractor shall be paid on the basis of actual amount paid to the
extent that such travel is necessary for the performance of services under the
contract and is authorized by the COR in writing. The contractor's invoices
shall include receipts or other evidence substantiating actual costs incurred
for authorized travel. In no event will such payments exceed the rates of common
carriers.

   (2) When transportation by privately owned conveyance is authorized, the
contractor shall be paid on a mileage basis not to exceed the applicable
Government transportation rate as contained in the applicable Government
regulations. Distances traveled between points shall be shown on invoices as
listed in standard highway mileage guides. Reimbursement will not exceed the
mileage shown in the standard highway mileage guides.

   (3) The contractor shall, in the performance of necessary travel, use the
lowest cost mode commensurate with the requirements of the mission as set forth
in the basic contract and in accordance with good traffic management principles.
When it is necessary to use air or rail travel, the contractor shall to use
coach, tourist class, or similar accommodations to the extent consistent with
the successful and economical accomplishment of the mission for which the travel
is being performed.

   (4) Car Rental. The contractor shall be reimbursed for car rental upon
approval by the SO.

e. Per Diem.

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   (1) Per Diem shall be paid to the contractor only to the extent that an
overnight stay is necessary and authorized by the SO. The authorized per diem
rate shall be the same as the prevailing per diem in the worksite locality.
These rates will be based on rates contained in the applicable Government
Regulations. The applicable rate is authorized at a flat seventy-five (75%)
percent on the day of departure and on the day of return. The contractor shall
provide receipts for all lodging costs.

   (2) The Government reserves the right to require contractor personnel to be
billeted in adequate or inadequate Government quarters and will provide travel
orders in such case.

f. Shipboard Stays. Whenever work assignments require temporary duty aboard a
Government ship, the contractor shall be reimbursed at the per diem rates
identified in JTR.

g. If the Government has canceled a requirement or the contractor has been
released early, and the contractor has been required to pay in advance for
lodging, airfare, and is unable to obtain reimbursement from the hotel, airfare,
or rental car company, reimbursement of otherwise allowable expenses will be
allowed with COR approval. The contractor must provide documentation from
company that cites refusal to refund the deposits or prepayment.

h. Travel Claims. Travel claims must be submitted within 30 days of the
completion of travel.

MATERIAL/SHIPPING (CLIN 0X87)

a. Material provided under this line item is over and above that material priced
in the flight hour unit price as material necessary to perform the services
specified in Section C. Expendable material costs for items such as office
supplies and tools of the trade shall be absorbed by the contractor in its
overhead rate. Examples of allowable charges to this line item include, but are
not limited to: airport use charges; transportation taxes; landing fees; and the
cost of fuel when Government provided fuel is not available. Also included is
the maintenance of all GFE tow reels and related equipment and the provision of
all targets and consumables.

b. With prior COR approval, costs for obtaining or modifying Supplemental Type
Certificates (STC) not listed elsewhere in the contract are allowable costs
under this line item. The Government will receive unlimited right as defined by
DFAR 252.227-7013 for any STC or STC modification developed and reimbursed under
this contract.

c. Property procured under this line item shall become property of the
Government subject to the Government property clause in this contract.

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C-6 OPERATION OF AIRCRAFT

Note: When the requirements of this Performance Work Statement (PWS) exceed the
minimum requirements of 14 CFR, this PWS takes precedence. All avionics systems
must be installed and maintained in accordance with the manufacturer's
specification as delineated in 14 CFR Part 43.

a. All commercial-derivative aircraft must be certified to fly in actual and
forecast icing conditions. Commercial-derivative helicopters need not be
certified to fly into forecast icing conditions. Former military aircraft,
regardless of source, must meet their original design standards for this
condition.

b. Definitions contained in 14 CFR Part 1 apply to all situations and conditions
related to flight operations, aircraft maintenance, and flight crew
certifications and qualifications, except as noted or defined otherwise herein.

c. All aircraft must have an FAA airworthiness certificate. For aircraft
operations which full 14 CFR Part 135 operation is stipulated or required,
aircraft must be certificated with a FAA Standard Category airworthiness
certificate. For non-Part 135 missions, Commercial-Derivative aircraft, except
Type V, must have either a Standard Category or Restricted Category
airworthiness certificate. Any new operation in the "Experimental Category" of
any aircraft requires COR advance approval.

d. Notwithstanding the number of aircraft seats, the contractor's
commercial-derivative aircraft must be maintained in accordance with 14 CFR Part
135.411 (a) (2). Former military aircraft must be maintained under an FAA
approved maintenance plan.

e. Installation and infrastructure modifications and flight approvals to carry
any external stores must be FAA certified. The contractor will provide
Designated Engineering Representative (DER) approval for Type V aircraft.

f. All aircraft shall be operated in accordance with applicable Government
aeronautical regulations, including USN, USAF, and local military flying
directives, including foreign government requirements. The contractor will
comply with DoD requirements for operation of civil aircraft in support of
military operations. Submit DD Form 2400 - Civil Aircraft Certificate of
Insurance, DD Form 2401-Civil Aircraft Landing Permit, and DD Form 2402-Civil
Aircraft Hold Harmless Agreement, through the TO BE DETERMINED AT CONTRACT
AWARD. These agreements and any other that may be specified must be kept current
during the entire period of operations under the contract.

g. The contractor will obtain and maintain USAF Air Mobility Command (AMC)
certification to carry passengers and cargo prior to conducting the first such
mission under this contract. If there is a conflict between the aircraft
configuration and aircrew qualification requirements set forth herein and the
AMC certification, the AMC requirements shall take precedence. AMC
Qualifications are in accordance with Section H and the requirements below. When
the Government elects to proceed under Section H clause 5352.247-1002,

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references to "the number of miles/trips" in the clause is taken to mean the
number of hours scheduled for the trip. These following requirements apply to
scheduled passenger and cargo flights.

   (1) All aircraft must be listed on air carrier's certificate, and flight
crews must be trained, qualified, and scheduled in accordance with Federal
Aviation Regulation Part 135 rules. This applies even when the contracted
operations fall under FAR Part 91, or other FAR.

   (2) Pilots shall be responsible for computing and documenting the weight and
balance for all DOD flights and for assuring that the gross weight and center of
gravity do not exceed the aircraft's limitations. Actual or interrogated weights
must be used. Completed weight and balance forms from DOD flights will be
maintained for a minimum of 30 days.

   (3) The Contractor shall maintain the last 30 days documentation for all DOD
flights to demonstrate compliance with the flight locating requirements of FAR
135.79.

   (4) Single-engine aircraft shall be limited to flight during daylight hours
and under Visual Flight Rules (VFR) conditions only. Daylight hours are defined
as 30 minutes before official sunrise to 30 minutes after official sunset; or in
Alaska during extended twilight hours when terrain features can be readily
distinguishable for a distance of at least one mile.

   (5) All DOD passenger charters will be flown under Instrument Flight Rules
(IFR) to the maximum extent possible.

   (6) Helicopter Operations Only:

       (a) Multi-engine helicopters may be used for night and instrument flight
rules (IFR) operations providing the operator's certificate specifies such
operations.
       (b) US Navy Contracted Shipboard Landings: The pilot shall have completed
training that is approved by the Navy and meet subsequent proficiency and
currency requirements to ensure standardization with shipboard guidelines.

h. Qualifications for the Type V tanker aircraft are found in the description of
the services for the Type V aircraft. The contractor may be required to provide
both day and night fuel transfer services, but will not normally be required to
perform night receiving tanking.

i. Aircraft provided under this contract are considered transient military
aircraft and not subject to landing fees at DoD-controlled airfields.

j. Government or contractor personnel providing direct support to a mission may
fly aboard the aircraft in furtherance of their official duties. Other
personnel may be allowed to fly aboard contractor aircraft only as approved by
the SO or COR.

C-7 EQUIPMENT REQUIREMENTS

a. Commercial-derivative aircraft must meet each requirement (paragraphs (1)
through (6). Former military aircraft must meet the requirements denoted by an
asterisk (*)).

   (1) *Aircraft must be equipped with communications and navigation capability
as required. Within the context that these aircraft may deploy worldwide, the
contractor will comply with other FAA, International Civil Aviation Organization
(ICAO) or foreign nation equipment prerequisites, and shall be solely
responsible to provide such equipment.

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   (2) *Complete set of wiring and schematic diagrams covering all equipment
installed onboard the aircraft must be maintained. This information will be
available at the home base and at permanent operating sites and available for
Government inspection and use.

   (3) Reserved.

   (4) Reserved.

   (5) All installation, internal wiring, and umbilical wiring to external
stores on the aircraft are the contractor's responsibility.

   (6) Reserved.

b. Additional Standards for DoD Contract Air Operations under Federal Aviation
Regulation Part 135 (Noncommuter) (Passenger). These requirements apply to
scheduled passenger and cargo flights.

   (l) Must have two or more engines (except for helicopters, float planes, and
aircraft supporting U.S. Army Corps of Engineers operations-only missions).

   (2) Must meet the IFR performance requirements of FAR 135.181.

   (3) Must be turbine powered if more than nine passengers are carried.

   (4) Must be maintained in a good state of repair and appearance. Aircraft
showing deterioration or neglect such as unrepaired cracks, punctures, loose
rivets, missing fasteners, deterioration of interior, paint, or windows are
unacceptable for DOD use. These concerns are in addition to airworthiness
requirements.

   (5) Must have on board, a complete set of aeronautical charts, and approach
plates (for each required pilot), covering the area of operation.

   (6) Must have a first-aid kit and emergency equipment, accessible to the
passengers and appropriate to the environment of operation.

   (7) Must have approved life preservers for overwater flights in accordance
with FAR Part 91.205b(12), and helicopters will have emergency flotation gear
(pop-out) or standard flotation gear (fixed floats).

   (8) Aircraft operated single pilot for the DOD must possess the following
navigation and communication equipment:
       (a) Directional gyro
       (b) Artificial horizon
       (c) Rate of turn indicator
       (d) Vertical speed indicator

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       (e) One type of FAA-approved navigation equipment such as an automatic
direction finder (ADF) receiver system, with ADF indicator; VOR; global
positioning system (GPS)/Loran, etc. A GPS must be available for operations in
remote areas where other navigational aids are not available.
       (f) One ATC transponder for all Navy shipboard operations.
       (g) An emergency locator transmitter (ELT).
       (h) At least one Very High Frequency (VHF) receiver and transmitter.

   (9) In addition to the information in (8) above, aircraft operated with two
pilots for the DOD shall be equipped for IFR operations and possess the
following navigation and communication equipment.

       (a) Two independent navigation systems suitable for the location served,
at least one navigation system will include VOR/DME capability.
       (b) Dual VHF receivers and transmitters.
       (c) Capability to perform a precision approach other than a ground
controlled approach (GCA).
       (d) A transponder.

   (10) The second-in-command (SIC) position (when required to be filled) must
include the following operable equipment:

       (a) The ability to manipulate all primary and auxiliary flight controls,
lift/drag devices, and landing gear.
       (b) Airspeed indicator.
       (c) Altimeter.
       (d) Artificial horizon.

   (3) Gyroscopic direction indicator or equivalent.

   (4) An independent navigation system

C-8 PERSONNEL

a. The contractor's pilots and aircrew members shall be scheduled in accordance
with 14 CFR Part 135.267 criteria. Flight crew duty limitations shall apply to
dual qualified personnel only on days that they are performing as pilots. For
Type V, flight crews must be trained, qualified, and scheduled in accordance
with FAA Part 135 rules. This applies even when contracted operations fall under
FAA Part 91, or other FAA.

b. The contractor's pilot in command (PIC) has the final authority to determine
whether an aircraft is airworthy, whether to launch or terminate a mission, and
to deny boarding to anyone.

c. All crew members shall be familiar with mission responsibilities, contract
requirements, and brevity code words and training rules specified in (ATP 1 B)
AFI 11-214 and FAA Handbook 7610.4 (most current suffix).

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d. Additional Standards for DoD Contract Air Operations under Federal Aviation
Regulation Part 135 (Noncommuter) (Passenger) These requirements apply to
scheduled passenger and cargo flights.

   (1) A pilot-in-command (PIC) and SIC shall be used:
       (a) For all fixed-wing, whole-plane charters, except for flights
supporting US Army Corps of Engineers operations-only missions.
       (b) If the aircraft certificate requires a two-pilot crew, or has seating
configuration for ten or more passengers.
       (c) When the aircraft is operated under IFR.

   (2) The PIC and SIC (when required), shall have at least 250 hours combined
experience in their respective positions in the type of aircraft being operated.
Type (as defined in FAR 135.293b) means any one of a group of airplanes as
determined by the FAA to have a similar means of propulsion, the same
manufacturer, and no significantly different handling or flight characteristics.
For helicopters, type (as defined in FAR 135.293b) means a basic make and model.
       (a) The PIC's SIC time does not count towards the 250-hour requirement.
       (b) The PIC shall have 1,500 hours total pilot time and have logged 100
hours PIC time in the past 12 months.
       (c) The PIC shall have at least 10 takeoffs and 10 landings, and 50 hours
in the type and model aircraft being operated.
       (d) Float plane PICs must have at least 250 total hours in floatplane
operations.

   (3) The PIC and SIC (when required), shall be IFR qualified; i.e., both shall
hold a commercial instrument rating for all DOD flights regardless of the
weather or type of flight plan filed. (Not required for operations restricted to
VFR only).
       (a) Both pilots shall meet the currency requirements of FAR 135.247.
       (b) The PIC shall have a current FAR 135.297 instrument proficiency check
and a current FAR Part 135.293 competency check.
       (c) The SIC shall have a current FAR 135.293 competency check to include
as a minimum one precision approach, one nonprecision approach, and one missed
approach. The SIC shall meet the instrument currency requirements of FAR
61.57(c).
           (i) If the SIC is assigned to pilot only one type of aircraft for the
DOD, that pilot shall meet the instrument requirements of this section in that
type of aircraft.
           (ii) If the SIC is assigned to pilot more than one type of aircraft
for the DOD, that pilot shall meet the instrument requirements of this section
in each type of aircraft and the check shall alternate between the different
types of aircraft that the pilot operates for the DOD.

e. Reserved

f. Individual maintenance personnel shall possess specialized technical
expertise required to support the contractor's fleet. All shall be trained to
accomplish tasks such as aircraft towing,

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refueling/defueling, chaff loading/unloading, recovery, drone carriage and
launch, tow target and reel loading/unloading, and aircraft deicing, etc. using
contractor-developed checklists. Where applicable, these individuals shall be
Government-certified before performing such operations on military airfields and
possess appropriate licenses if applicable. The Government will assist the
contractor to obtain these qualifications and licenses.

g. Personnel performing in-flight refueling operations shall have appropriate
training and any necessary qualifications for their respective roles, i.e.,
either tanking or receiving fuel. Inflight refueling qualification/refresher
training is the responsibility of the contractor.

h. The contractor shall provide real-time, person-to-person scheduling support
24 hours a day, seven days a week at permanent operations sites, one (1) at
FACSFAC VACAPES and one (l) at FACSFAC San Diego, and at deployment sites. The
contractor shall designate a point of contact (company dispatcher, duty officer)
for rapid response after duty hours. The Contractor Representatives shall have
authority to schedule and assign contractor aircraft and crews in response to
Government requirements. The Contractor Representatives shall interface between
the Government and the contractor and shall:

   (1) maintain close liaison with SO in matters regarding contractor's
aircraft.

   (2) report all aircraft accidents and incidents immediately, by the most
expeditious means, to the Program Manager and Procuring Contracting Officer
(PCO).

   (3) provide contractor flight crews with comprehensive mission information.
This shall include all mission particulars in the initial scheduling
pre-exercise message (PRE-EX) information provided by the unit receiving
services, in addition to voice call information provided by the scheduling
office;

   (4) become familiar with applicable exercises in the Confidential Fleet
Exercise Publication (FXP) and Allied Exercise Publication (AXP) Series
publications; and, in turn, ensure that contractor flight crews are familiar
with these exercises and other required regional operational instructions; and

   (5) provide coordination between contractor representative at the various
Government scheduling activities for the best utilization of contractor assets.

i. All contractor personnel shall comply with local policy and regulations while
aboard any military installation. Contractor employees shall be readily
identifiable as contract employees through appropriate attire and badges while
performing services under this contract.

j. All contractor personnel who deal with any classified material shall have an
appropriate security clearance. All contractor aircrews and any other personnel
who, in the conduct of their normal work would be aboard the aircraft during a
classified mission, including EA technicians, shall have SECRET security
clearances.

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C-9 MISSION PLANNING AND OPERATIONS

a. Under the Commander, Naval Air Systems Command, Program Manager Air (PMA) 207
is the overall CAS Program Manager. Depending on the mission and the customer,
PMA 207 will designate scheduling offices to execute administrative tasks such
as mission scheduling and coordination, travel order issuance and liquidation,
and invoice certification.

b. Mission planning and scheduling occurs at three levels:

   (1) Long-range planning covering the next six months is conducted at
semi-annual program reviews. A rolling, six month schedule is posted on the web,
and updated monthly.

   (2) The contractor shall meet with the SO at each operating site once a month
to discuss long-term requirements and potential aircraft scheduled maintenance
adjustments.

   (3) The SO publishes a weekly schedule providing the units to be supported,
date, approximate time, scheduled airspace, number of missions and presentations
required. The weekly schedule is updated as required in conjunction with the
Fleet scheduling procedures at each designated scheduling office. No special
operational weekly scheduling arrangements will be made to meet contractor
maintenance requirements. The on-site SO will brief the on-site Contractor's
Representative regarding details of each mission.

c. Once this weekly schedule is published, the Government will give the
contractor 24 hours advance notice before assigning any additional tasking for
primary aircraft Additional tasking is defined as a new requirement, not
previously scheduled during the scheduling period.

d. The Government may or may not order flight services on any given day.

e. Flight operations may be scheduled and conducted at any time, 24 hours a day,
seven days a week. However, the normal schedule for flight operations is Monday
through Friday, 0600 to 2000, local time. The weekly schedule will identify when
operations are required outside of this period or are of longer duration than 14
hours per day. During periods of intensive test operations or major exercises,
it is not uncommon for flight operations with all aircraft involved to run in
excess of 14 hours a day, seven days a week for multiple weeks. When this type
of schedule is anticipated to last one week or longer, the Government will
attempt to give the contractor at least 30 days advance notice.

f. All flight operations must be authorized through the Government's on-site SO.
The Government will NOT pay for any flight or any other action that the on-site
SO did not schedule prior to the flight or action. The on-site SO at FACSFAC
VACAPES (Virginia Beach) will coordinate the Government's requirements and
schedule all missions for the East Coast and the on-site SO at FACSFAC San Diego
will schedule all missions for West Coast and Western Pacific (WESTPAC)
operations. The on-site SO at FACSFAC Det. Pearl Harbor will coordinate the
Government's requirements for all training missions in the Middle Pacific
(MIDPAC) operating areas.

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g. Reserved.

h. In the event that Government needs a simultaneous presentation greater than
that required under the contract, the Government can request the contractor to
provide surge aircraft. Providing surge aircraft is at the contractor's
discretion. Surge aircraft are billed under the line items identified as surge
aircraft.

C-10 BASING AIRCRAFT

a. Reserved

b. Reserved.

c. Reserved.

d. Reserved.

e. Reserved.

f. The contractor may expect to deploy Type V four times per contract period to
participate in major exercises. The contractor will be reimbursed for ferry
missions from the contractor's home base to the deployment sites. Expected
deployment sites include, but not limited to, NAS Oceana, VA, NAS North Island,
CA, and Naval Base Ventura County, CA (former NAS Point Mugu).

g. Reserved.

h. Items provided as GFE at each permanent base are listed in Attachment (l) of
Section J.

i. At home base and at all permanent operating sites, the contractor shall
provide all equipment and facilities required to support operation and
maintenance of the aircraft. In addition, the contractor shall maintain a
full-time facsimile machine for receipt/transmission of documents and a
non-proprietary format (such as POP-3 or IMAP) Internet electronic mail account
to receive and coordinate mission information, tasking, and general
administrative matters.

C-11 DEPLOYMENTS

a. Since this contract provides for services world-wide, the contractor shall be
able to deploy its aircraft, personnel, and required support equipment to
perform at any airfield capable of supporting its aircraft. The only additional
cost allowable for deployed operations are travel and per diem for personnel,
and shipping if necessary. If aircraft or aircrew substitutions are accomplished
at the contractor's request during a scheduled deployment, transit to and from
the

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deployment base to accomplish the substitution must be entirely at contractor
expense unless otherwise approved by the SO prior to the substitution.

b. At least 90 days prior to WESTPAC deployments and 30 days prior to any other
deployment, the SO will schedule a pre-deployment planning meeting with the
contractor to ensure coordination of requirements, services and accommodations.

c. For purposes of computing deployment duration, the date aircraft depart from
the contractor's home base is the first day of the deployment and the date
aircraft return is the last day. If due to the contractor's own fault the
deployment is extended, no payment for additional costs incurred during this
extension of the deployment will be made.

d. Unless otherwise stipulated in relevant Task Orders for particularly
maintenance intensive aircraft, the Government will reimburse the contractor for
per diem and travel expenses of maintenance personnel only in accordance with
the following matrix. (This matrix does not limit the number of unreimbursed
maintenance personnel the contractor may deploy.).

                        Days TDY / Maintenance Personnel

No of A/C   1 Day   2 Days   3 Days   4 Days   5 or more days
--------------------------------------------------------------------------------
    1         *       *        *        *            *
--------------------------------------------------------------------------------

   *A matrix table for Type V aircraft will be negotiated in accordance with
                               maintenance needs.

e. The contractor shall plan, schedule, ship, and deploy its personnel and
equipment, including all GFE equipment for which the contractor is responsible
for maintenance.

f. The contractor's senior representative at the deployment site shall:

   (l) Assure attendance of pilots at required procedure and mission briefings.

   (2) Assure contractor aircraft launch in sufficient time to arrive at
designated stations on time.

   (3) Coordinate all maintenance, servicing, logistics, crew transportation,
contractor personnel briefings, security clearances/vehicle registrations, and
equipment/facility custodial functions in support of contractor operations.

   (4) Configure/reconfigure contractor aircraft as directed by the SO.

   (5) Coordinate submission of required debriefing materials following each
mission.

   (6) Provide a synopsis of flight hours and sorties completed.

g. Release by the Government. When all flights for a particular deployment have
been completed, the SO will notify the contractor representative that the
deployment is complete. Following this notification, the contractor
representative shall complete and implement arrangements to return the aircraft,
personnel and equipment to their home base. The contractor is "released" when
all aircraft arrive at the* home base.

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C-12 PROGRAM COORDINATOR

Note: The contractor for LOT 1 (CLlNs OX01 through 0X49) shall be the Program
Coordinator of all deployments with the LOT 2 and LOT 3 contractors.

a. In the event that more than one contract is awarded from this solicitation,
the contractors will be expected to work together with minimal input from the
Government. The Government places great emphasis on contractors and Government
personnel working together as a team to ensure that the services are delivered
in a timely, professional manner. Results will be assessed at each Program
Management Review (see paragraph C-21) and will be part of all contractor
evaluations.

b. The contractor awarded LOT 1 shall be responsible for coordinating the
efforts of the LOTs 2 and 3 contractors and shall be the "Lead Contractor" for
this entire contract effort. The LOT 1 contractor shall provide a single point
of contact to the Government for all contractors in coordinating and executing
operational activities ordered under these contract(s) which involve the LOT 1
contractor. However, for exercises or missions that involve only LOT 2 and/or
LOT 3 contractors, the LOT 2 and/or LOT 3 contractors shall directly interface
with the Government.

c. The LOT 1 contractor, "Lead Contractor", responsibilities include, but are
not limited to, the following:

   (3) Coordinate and execute all day-to-day mission and deployment scheduling
activities, including but not limited to, Prior Permission Required (PPR)
requests, shipping, transportation and lodging requirements, and rental
automobile and cellular telephone sharing.

   (2) Within the limits of assets provided by the Government, coordinate,
schedule and prioritize such items as ramp space assignment, GFE and GSE for
normal operations and for deployments.

   (3) Maintain GFE identified in Section H.

d. The contractor awarded LOTs 2 and/or 3 are "Team Contractors". Team
contractors shall work directly with the LOT 1 contractor to resolve issues such
as, but not limited to, scheduling, deployment planning, GFE and GSE sharing.

e. Nothing in the "Lead Contractor I Team Contractor" arrangement set forth
above shall be interpreted to limit access by any contractor to the Government
for clarification of issues, identification of responsibilities, or settlement
of disagreements.

C-13 INSURANCE REQUIREMENTS

In addition to the requirements of 5252.228-9501, the contractor shall obtain
the types and amounts of insurance listed below. An approved program of
self-insurance, as provided in FAR Part 28.308, may be substituted.

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Aircraft Liability Insurance. The contractor shall possess not less than
$1O,000,000.00 single limit liability aircraft liability insurance.

C-14 PHYSICAL SECURITY

The contractor shall be responsible for the physical security aspects of the
work performed under this contract, including the security of all aircraft,
associated vehicles, and equipment. Additionally, the contractor shall be
responsible for GFE while in the contractor's possession and shall make
provisions for adequate storage. Such storage at each designated base shall be
located in one or more secure structures with a total storage area of
approximately 200 square feet and physically located within close proximity of
the aircraft. Lesser square footage may be required at other locations unless
Government facilities are provided.

C-15 OPERATIONAL SECURITY (OPSEC)

The contractor shall develop/submit a OPSEC plan in accordance with Section J,
List of Attachments, Exhibit A, DD Form 1423, Contract Data Requirements List
A004.

C-16 INFORMATION SECURITY

a. The contractor shall possess a SECRET facility clearance within 90 days after
contract award. As a minimum, the contractor shall possess a SECRET facility
clearance at all primary bases of operation at the beginning of contract
performance.

b. The work performed under contract as delineated in the attached DD Form 254
(Attachment 4) will involve contractor access to SECRET material at a Government
or another contractor's facility and handling classified material up to and
including SECRET COMSEC at the contractor's facility.

c. Within 120 days of award of the contract, the contractor shall obtain a full
Communications Security (COMSEC) account which will include the STU-III
voice/data terminals. STU-III data/voice terminals will be provided by the
Government or authorized for procurement by the contractor. The COR with input
from the contractor, will determine the exact number of STU-III's required. The
Government will provide or authorize the contractor to acquire secure fax
machines in accordance with MIL-STD-188-161 for use under this contract. The
COR, with input from the contractor, will determine the number of secure fax
machines necessary for performance of the contract.

d. The Government will provide at least one GSA approved security container at
all locations designated to store classified equipment and/or material. In
addition, some locations may be required to have an additional GFE security
container for the storage of CMS equipment and codes. If additional classified
storage is required, the Government will provide additional

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security containers. The contractor shall be responsible for storage of
classified and COMSEC equipment and codes provided.

e. The Government or another contractor may operate from the contractor's
facilities or contractor base location and may require temporary classified
storage. When this period of time exceeds one year, the Government will provide
an additional security container. The contractor shall provide space for the
placement of the security container within its facility.

f. Although the hardware is not expected to be classified except for COMSEC
equipment, classified documents and data may have to be transported, generated,
or written onboard the aircraft in the normal performance of the contract. The
contractor's aircrew will be exercising classified aspects of front line
aircraft. The contractor shall be accountable through its security program for
safeguarding the classified information.

g. The contractor shall use STU-III telephones, if available, for classified
mission briefings when not required to attend face-to-face briefings. Otherwise,
the contractor shall attend all classified mission briefings face-to-face.

C-17 AUTOMATIC DATA PROCESSING (ADP) SECURITY AND TEMPEST REQUIREMENTS

Contractors operating contractor-owned or controlled ADP resources to provide
classified ADP support under this contract shall comply with the provisions of
DOD 5220.22-M. Within 30 days after contract award, the contractor shall submit
a contractor TEMPEST Vulnerability Assessment Request for systems processing
data at the SECRET level or higher.

C-18 SECURITY WARNING

Performance under this contract may involve access to information affecting the
national defense of the United States within the meaning of the Espionage Laws,
l8 USC ss 793-94. The transmission or the revelation of the classified contents
or of the classified matter to which access may be had in any manner to an
unauthorized person is prohibited by law.

C-19 INTELLIGENCE INFORMATION SECURITY

a. Intelligence information necessary to perform the requirements of this
contract will be provided to the contractor. The information does not become the
property of the contractor and may be withdrawn at any time. Upon expiration of
the contract, all intelligence information released and any information using
data from the intelligence information will be returned to the releasing
activity for final disposition.

b. The contractor shall not release the intelligence information to any activity
or person of the contractor's organization not directly engaged in providing
services under contract or to

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                                 Page 26 of 65
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another contractor (including subcontractors), Government agency, private
individuals, or organizations without prior approval of the releasing activity.

c. Intelligence information shall not be released to foreign nationals or
immigrant aliens regardless of the level of their security clearance or access
authorization without prior approval from the releasing activity.

d. Intelligence information shall not be reproduced without prior approval of
the releasing activity. All intelligence information shall bear a prohibition
against reproduction while in the custody of the contractor.

e. The contractor shall maintain records which will permit it to furnish, on
demand, the names of individuals who have had access to intelligence material in
its custody.

C-20 VISIT REQUESTS

Clearance for contractor visits to DOD activities will be handled in accordance
with DOD 5220.22-M. Requests for visits to PMA-207 must be forwarded to: TO BE
DETERMINED AT CONTRACT AWARD. Access to NAS Patuxent River, Maryland requires
prior approval. Please follow the appropriate instructions:

a. Foreign nationals or U.S. citizens affiliated with a foreign/foreign-owned
company must contact the appropriate embassy for clearance through the Chief of
Naval Operations (CNO) OP622. At least two weeks should be allowed for this
clearance (more time is recommended). The Contract Specialist identified on the
SF33 (block l0) shall also be notified of intention to attend the conference at
least 7 days prior to arrival.

b. U.S. citizens must notify the Contract Specialist identified on the SF33
(block 10) at least 5 days prior to the planned date of the conference.

c. All persons shall report to the NAS Security Department located at the main
gate for pass issuance. Adequate identification for each person and
documentation for each vehicle to be admitted to the base must be presented.

d. Admission to the base may be denied if the above procedures have not been
followed, inadequate identification/documentation is presented, or approval has
not been received.

e. Meetings held at NAS Patuxent River also require sign-in and sign-out at each
building where meetings are held.

C-21 PROGRAM REVIEWS

a. Program reviews shall be held semi-annually at Naval Air Systems Command
(NAVAIRSYSCOM) PMA-207, Patuxent River, Maryland, the contractor's facility, or
as

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directed by the COR. The contractor must attend all program reviews and make a
presentation consisting of the following:

   (1) Overview of work accomplished to date or since last review and projected
plan of action for completion of contract effort. Provide hand-out material
documenting presentations;

   (2) Identification and discussion of problems encountered, if any, and action
taken to resolve problems, and

   (3) Identification and discussion of problems anticipated and contractor's
plan of action to resolve problems.

   (4) Experience with working as a team with the other LOT contractors and the
Government. Identify successes and areas needing improvements.

b. In special cases, additional program reviews may be held covering a portion
of the activity when directed by the COR. The contractor shall be reimbursed for
travel and per diem expenses incurred during these additional reviews.

C-22 COMMERCIAL QUALITY SYSTEM

a. The contractor shall provide a commercial quality system which demonstrates a
systems approach for managing quality, safety and contractor compliance with all
contractual requirements. The contractor is accountable for all subcontractors
and venders, and as such, shall require of them a quality system achieving
control of the quality of the services and supplies which they provide. The
Government may perform any necessary inspections, verifications and evaluations
to ascertain the adequacy of the quality system. The Government reserves the
right to disapprove the quality system or portions thereof when it fails to
support or ensure contractor compliance with any or all contractual
requirements.

b. The contractor shall ensure management policy and procedures stress corporate
accountability for managing and ensuring that contract execution and quality
assurance is effective and in continuous compliance with all contractual
requirements and Government concerns.

c. Contractor policy and procedures shall emphasize periodic management review
of the quality system to ensure effective development, implementation and
execution of processes, systems and requirements for support of and compliance
with all contractual requirements. Distribution of oversight results, corrective
actions and follow-up actions shall comply with good management principles. This
shall include, as a minimum, contractor corporate level management and quality
assurance, PCO, Administrative Contracting Officer (ACO), site CO/OIC and
scheduling officer and PMA-207.

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C-23 GOVERNMENT TASKS AND RESPONSIBILITIES

The Government will provide:

a. Reserved.

b. Web-site address to obtain unclassified service subordinate echelon
directives, regulations, and operating instructions specified in this contract,
as well as long range CAS operational schedules.

c. Reserved.

d. Services. When the contractor uses Government bases, the Government will
provide:

   (l) Utilities. Electricity, water, heat, and sewage service (in Government
facilities) necessary for contract performance.

   (2) Postal/installation distribution. The contractor is authorized use of
military postal services at overseas locations.

   (3) Telephone, Security police, fire protection and emergency
hospitalization, when and if available. Telephone numbers for Security Police
and Fire Department will be provided to the contractor's representative at each
operating location prior to beginning service. Where available, emergency
hospital services will be provided to contractor personnel on a reimbursable
basis.

   (4) Customs. Customs service will be administered in accordance with standard
base practice for military aircraft.

   (5) Telecommunication. Local Class A telephone service including DSN/FTS
service (if available) will be provided by the Government on Government
installations. Commercial local and long distance calls will be at the
contractor's expense. The contractor will be provided access to official message
service, where available, at each operating site, to receive and send classified
schedule and/or operational messages to operating units.

   (6) Maintenance and hangar space. The contractor will have access to Host
Unit/Base maintenance shops and hangar space on a non-interference basis if
available and Government supervised basis to accomplish necessary routine
aircraft or equipment repair and for severe weather shelter.

   (7) Common ground support equipment. The contractor must provide all
materials and support equipment required to maintain its aircraft. The
contractor will have use of common ground support equipment and special tools
and test equipment on a non-interference basis. Specific items will be
determined by unit capability and negotiated with the host base. The contractor
shall obtain this equipment through the appropriate maintenance shop, signing a
hand receipt for each piece of equipment or tool. The contractor shall be
responsible for returning

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borrowed equipment and tools within the time specified on the hand receipt in
the same condition of repair as when obtained. The contractor must be aware that
operational unit/base needs will, in all cases, supersede contractor needs and
will not be subject to dispute.

   (8) Deicing. The Host base will provide deicing equipment on a
non-interference basis if available if such equipment is necessary to provide
services.

   (9) Flight planning facilities. The Host base will provide access to Base
Operations Flight Planning, Weather, and Services facilities, if available on an
non-interference basis, and the use of those facilities in the performance of
work under this contract.

e. Fuel. Aircraft fuel. This is a "dry" contract. The Government will provide
access to fuel at U.S. Government bases and civil fields where U.S. Government
contract fuel is available worldwide for the contractor's use during contract
performance. The Government will issue appropriate cards such as IDENTAPLATEs
and Gold AVCARDS for each of the contractor's aircraft. Any Government fuel
provided will NOT be used for any other flights/efforts other than those
scheduled/ordered under this contract. Fuel consumed for maintenance test
flights, maintenance ground turns, and training flights must be reimbursed to
the Government. Fuel receipts and flight logs must be provided to the
Government.

f. Frequency clearance. The Government will provide local radio clearance for
use by the contractor in sovereign US territory only.

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SECTION D - PACKAGING AND MARKING

5252.247-9507 PACKAGING AND MARKING OF REPORTS (SEP 1999)

(a) All unclassified data shall be prepared for shipment in accordance with best
commercial practice. Classified reports, data and documentation, if any, shall
be prepared for shipment in accordance with the National Industry Security
Program Operating Manual, DoD 5220.22-M.

(b) The contractor shall promptly display on the cover of each report the
following information:

    (1) Name and business address of contractor.
    (2) Contract Number/Delivery/Task order number.
    (3) Contract/Delivery/task order dollar amount.
    (4) Whether the contract was competitively or non-competitively awarded;
    (5) Name, code and activity of sponsoring individual.

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SECTION E - INSPECTION AND ACCEPTANCE

The following contract clauses are hereby incorporated by reference:

Clause No.       Clause Title and Date
----------       ---------------------
52.246-2         INSPECTION OF SUPPLIES - FIXED PRICE (AUG 1996)
52.246-4         INSPECTION OF SERVICES - FIXED-PRICE (AUG 1996)
52.246-3         INSPECTION OF SUPPLIES-COST-REIMBURSEMENT (MAR
                 2001) (Applies to Cost-Reimbursement CLINs only
52.246-16        RESPONSIBILITY FOR SUPPLIES (APR 1984)

252.246-7000     MATERIAL INSPECTION AND RECEIVING REPORT (DEC 1991)

At the time of each delivery of supplies or services under this contract, the
Contractor shall prepare and furnish to the Government a material inspection and
receiving report in the manner and to the extent required by Appendix F,
Material Inspection and Receiving Report, of the Defense FAR Supplement.

5252.246-9512 INSPECTION AND ACCEPTANCE (DESTINATION) (MAR 1999)

(a) Inspection and acceptance of the supplies or services to be furnished
hereunder shall be performed at destination by the on-site Contracting
Officer's Representative at the requiring activity or by the Scheduling Officer
in accordance with PWS.

(b) Acceptance of all Contract Line Items/Subcontract Line Items (CLINs/SLINs)
shall be made by signature of the accepting authority on a DD Form 250, Material
Inspection and Receiving Report. Acceptance will only occur when the accepting
authority is sure that inspections performed demonstrate compliance with
contract requirements.

5252.246-9514 INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND
              INFORMATION (FEB 1995)

Inspection and acceptance of technical data and information will be performed by
the Procuring Contracting Officer (PCO) or his duly authorized representative.
Inspection of technical data and information will be performed by ensuring
successful completion of the requirements set forth in the DD Form 1423,
Contract Data Requirements List (CDRL) and incorporation/ resolution of
Government review comments on the data items. Acceptance will be evidenced by
execution of an unconditional DD Form 250, Material Inspection and Receiving
Report, as appropriate.

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SECTION F - DELIVERIES OR PERFORMANCE

The following contract clauses are hereby incorporated by reference:

Clause No.            Clause Title and Date
----------            ---------------------
52.242-15             STOP-WORK ORDER (AUG 1989)
252.247-7023          GOVERNMENT DELAY OF WORK (APR 1984)
52.247-34             F.O.B. DESTINATION (NOV 1991)
52.247-55             F.O.B. POINT FOR DELIVERY OF GOVERNMENT-FURNISHED
                      PROPERTY (APR 1984)
252.247-7023          TRANSPORTATION OF SUPPLIES BY SEA (MAR 2000)

5252.211-9507         PERIOD OF PERFORMANCE (MAR 1999) (NAVAIR)

(a) The contract shall commence at contract award and shall continue for a
twelve (12) month period. However, the period of performance may be extended in
accordance with the option provisions contained herein.

(b) In addition to the basic performance period, the Government may exercise
four (4) twelve-month option periods as specified below. These periods are
anticipated performance periods, but may vary, and will commence upon expiration
of the prior performance period. A11 orders placed under an option shall be
subject to the same terms and conditions as those contained in the basic
contract.

    Option I (FY 02)     Option Exercise through 12 months thereafter
    Option II (FY 03)    Option Exercise through 12 months thereafter
    Option III (FY 04)   Option Exercise through 12 months thereafter
    Option IV (FY 05)    Option Exercise through 12 months thereafter

(c) If FAR Clause 52.216-18, "Ordering", is incorporated into this contract,
then the period in which the Government can issue orders under the contract will
be extended at the exercise of an option, and extended to the end of that option
period.

5252.247-9505 TECHNICAL DATA AND INFORMATION (FEB 1995)

Technical Data and Information shall be delivered in accordance with the
requirements of the Contract Data Requirements List, DD Form 1423, Exhibit A,
attached hereto.

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SECTION G - CONTRACT ADMINISTRATION DATA

5252.201-9501 DESIGNATION OF CONTRACTING OFFICER'S
              REPRESENTATIVE (COR) (OCT 1994) (NAVAIR)

(a) The Contracting Officer has designated Theresa (Teri) Boswell, PMA-207.5A6,
(301) 757-8485 as the authorized Contracting Officer's Representative (COR) for
this contract.

(b) The duties of the COR shall be addressed in a letter issued by the PCO at
time of award.

5252.232-9000 I SUBMISSION OF INVOICES (FIXED PRICE) (JUL 1992) -
                ALTERNATE I (JUL 1992) (DEVIATION)

(a) "Invoice" as used in this clause does not include contractor requests for
progress payments.

(b) The contractor shall submit original invoices with copies to the address
identified in the solicitation/ contract award form (SF 26-Block 10; SF 33-Block
23; SF 1447-Block 14), unless delivery orders are applicable, in which case
invoices will be segregated by individual order and submitted to the address
specified in the order (DD 1155-Block 13 or SF 26-Block 10).

(c) The use of copies of the Material Inspection and Receiving Report (MIRR), DD
Form 250, as an invoice is encouraged. DFARS Appendix F-306 provides
instructions for such use. Copies of the MIRR used as an invoice are in addition
to the standard distribution stated in DFARS F-401.

(d) In addition to the requirements of the Prompt Payment clause of this
contract, the contractor shall cite on each invoice the contract line item
number (CLIN); the contract subline item number (SLIN), if applicable; the
accounting classification reference number (ACRN) as identified on the financial
accounting data sheets, and the payment terms.

(e) The contractor shall prepare a separate invoice for each activity designated
to receive the supplies or services.

(f) Certification of Services. Flight hours ordered, scheduled, received or
regretted shall be recorded on the Certification of Services Form (see Section
J, Attachment 1). The certification shall be signed by both the designated
Contractor's Representative and the Scheduling Officer. The signatures shall
indicate concurrence of flight hours and services received or regretted; and,
shall be substantiated by a copy of the flight schedule. The Certification of
Services and the copy of the flight schedule shall be attached to the invoice
submitted for approval.

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(g) If acceptance is at origin, the contractor shall submit the MIRR or other
acceptance verification directly to the designated payment office. If acceptance
is at destination, the consignee will forward acceptance verification to the
designated payment office.

(h) Submit invoices bi-monthly to the Government representative named in the
contract for approval of hours actually expended.

5252.232-9001 SUBMISSION OF INVOICES (COST-REIMBURSEMENT, TIME-
              AND-MATERIALS, LABOR-HOUR, OR FIXED PRICE INCENTIVE)
              (JUL 1992)

(a) "Invoice" as used in this clause includes contractor requests for interim
payments using public vouchers (SF 1034) but does not include contractor
requests for progress payments under fixed price incentive contracts.

(b) The Contractor shall submit invoices and any necessary supporting
documentation, in an original and three (3) copies, to the cognizant
Administrative Contracting Officer at the following address:

    DFAS Columbus Center
    Southern Entitlement Operations
    P.O. Box 182264 (DFAS-CO/IS)
    Columbus, OH 43218-2264

unless delivery orders are applicable, in which case invoices will be segregated
by individual order and submitted to the address specified in the order. In
addition, an information copy shall be submitted to:

    NAVAIRSYSCOMHQ
    Code PMA-207-5A6
    Bldg. 419, Unit 8
    46990 Hinkle Circle
    Patuxent River, MD 20670

Following verification, the contract auditor will forward the invoice to the
designated payment office for payment in the amount determined to be owing, in
accordance with the applicable payment (and fee) clause(s) of this contract.

(c) Invoices requesting interim payments shall be submitted no more than once
every two weeks, unless another time period is specified in the Payments clause
of this contract. For indefinite delivery type contracts, interim payment
invoices shall be submitted no more than once every two weeks for each delivery
order. There shall be a lapse of no more than thirty (30) calendar days between
performance and submission of an interim payment invoice.

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(d) In addition to the information identified in the Prompt Payment clause
herein, each invoice shall contain the following information, as applicable:

    (l) Contract line item number (CLIN).

    (2) Subline item number (SL1N).

    (3) Accounting Classification Reference Number (ACRN).

    (4) Payment terms.

    (5) Procuring activity.

    (6) Date supplies provided or services performed.

    (l) Costs incurred and allowable under the contract.

    (8) Vessel (e.g., ship, submarine or other craft) or system for which
supply/service is provided.

(e) A DD Form 250, "Material Inspection and Receiving Report", is required with
each invoice submittal.

(l) A Certificate of Performance, signed by a company official authorized to
commit the company contractually, shall be submitted with each invoice.

    The following is a suggested format for the aforementioned certification:

    A. CERTIFICATE OF PERFORMANCE - CONTRACTOR INVOICE NO.

    B. CONTRACTOR CERTIFICATE

    1. This is to certify that the following services were performed under
    Contract No. ________________, Order No. ________ during the period
    ________ through ________.

    Labor Category                              Hours

    2. The following authorized travel was performed in connection with official
    duties:

       Date       From       To       Mode of Transportation
       ----       ----       --       ----------------------

   3. Describe services performed. Identify work to applicable line item and
   indicate estimate of percent of completion achieved.

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   4. This is to verify that this invoice contains no charges for personnel who
   do not meet the conditions of this contract.

   ____________________________                  ________
   Contractor's Representative                   Date
   Title and Signature

   C. COR CERTIFICATION

   I certify that the labor charge and other costs described above are
   appropriate and reflect the work accomplished by the contractor as required
   by the order specified and that the services were performed satisfactorily.

   ____________________________                  ________
   Signature of COR                              Date

   ____________________________                  _____________________
   Name and Title                                Organizational Code

(g) The Contractor's final invoice shall be identified as such, and shall list
all other invoices (if any) previously tendered under this contract.

(h) Costs of performance shall be segregated, accumulated and invoiced to the
appropriate ACRN categories to the extent possible. When such segregation of
costs by ACRN is not possible for invoices submitted with CL1NS/SLINS with more
than one ACRN, an allocation ratio shall be established in the same ratio as the
obligations cited in the accounting data so that costs are allocated on a
proportional basis.

5252.232-9503 INVOICE INSTRUCTIONS (MAR 1999) (DEVIATION)

(a) General. Strict compliance with the invoice instructions will facilitate
early payment of invoices. However, no payment can be made until the contract is
returned, properly executed, to the Contracting Officer, Naval Air Systems
Command, Attn: Air-2.4.3.1, 21983. Bundy Road, NAS Patuxent River, MD
20670-1127.

(b) Assignments. Notwithstanding an assignment of money claims pursuant to
authority contained in the contract, the contractor - not the assignee - is
required to prepare invoices. Where such an assignment has been made, the
original copy of the invoice must refer to the assignment and must show that
payment of the invoice is to be made directly to the assignee as follows:

      Pursuant to the instrument of assignment, dated ________, make payment of
      this invoice to (name and address of assignee).

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(c) ADDITIONAL DISTRIBUTION FOR DD FORM 250 - MATERIAL INSPECTION AND RECEIVING
REPORT (MIRR). Addressees of special distribution recipients of the MIRR which
are not specified in DFARS Appendix F, Table 2 (F-401) are as follows:

          Activity                              Address
          --------                              -------
--------------------------------------------------------------------------------
Naval Air Systems Command                   Commander
                                            Naval Air Systems Command
                                            Code: PMA-207.5A6 / Teri Boswell,
ALL ITEMS                                   46990 Hinkle Circle
                                            NAS Patuxent River, MD 20670

(d) Invoicing Instructions.

    The contractor will invoice at the flight minute/man-hour unit price in
Section B. The contractor shall invoice for each flight minute flown under the
contract/delivery order. Example: The actual flight time flown shall be recorded
and converted into flight minutes (e.g. actual flight time flown was 4 hours 43
minutes, thus converted for invoice purposes to 283 flight minutes), to ensure
the proper CLIN, ACRN and Delivery Order are reflected in the invoice documents.

    (1) Billable Flight Time - Invoicing for and payment of flight time
        associated with all flight minute CLINs will be made only for flight
        time ordered by the PCO, scheduled by the on-site SO or the COR, and
        successfully flown by the contractor. Flying time shall be measured from
        take-off (lift-off) to landing (touch down).

    (2) Travel/Per Diem - The contractor will invoice in accordance with FAR
        31.205-46 as limited by the Joint Travel Regulation (JTR).

    (3) Material - The contractor will invoice for material used in support of
        this contract. Costs contained in invoices shall be in accordance with
        FAR 52.216-7, Allowable Cost and Payment and will not include profit.
        The contractor shall submit copies of its and its sub-contractor's
        vendor receipts for all material costs included in its invoice. The
        contractor shall ensure the proper CLIN, ACRN, and Delivery Order are
        reflected in the invoice documents.

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5252.232-9504 II INSTRUCTIONS TO PAYING OFFICE (MAY 1998) (NAVAIR) -
                 ALTERNATE II

(a) Invoices submitted for payment, which do not contain contract line item
number (CLIN) (or subline item number (SLIN), if any) and the accounting
classification references number (ACRN) information will be returned for
correction.

(b) The disbursement of funds will be by the CLIN/SLIN/ACRN designation or when
multiple ACRNs are used, disbursements will be prorated in proportion to the
unliquidated balance within a CL1N or SLIN, if assigned.

5252.232-9511 NOTICE OF REQUIREMENTS FOR PROMPT PAYMENT (FEB 2000)
              (NAVAIR).

The Government anticipates that this contract will be distributed to Defense
Finance and Accounting Service (DFAS) through the Joint Electronic Document
Access (JEDA) System. DFAS is responsible for payment of contractor invoices.

(a) In accordance with FAR Clause 52.232-33 "Mandatory Information for
Electronic Funds Transfer Payment", the contractor is responsible for providing
updated information to the Central Contractor Register (CCR) database.
Additionally, the contractor is responsible for maintaining its active status in
the CCR database.

(b) If the DUNS, CAGE code, TIN or address set forth in the contract do not
match the information in the CCR, then DFAS will return invoices without
payment. Therefore, it is imperative that the contractor ensure the DUNS, CAGE
code, TIN and contractor address on the contract are accurate and in compliance
with the CCR database. Additionally, any changes/updates made to the CCR
database should be communicated to the Contracting Officer for the purpose of
modifying the contract to reflect the new data.

5252.232-9512 PAYMENT DEDUCTIONS AND DD FORMS 250 (JUN 1998)

During the preparation of periodic invoices, the contractor shall inquire in
writing from the Contracting Officer, or his duly authorized representative, if
any deductions for deficient services are applicable for that period. The
contractor will receive a written response. When the contractor is informed that
performance is deficient in any category, as specified in the Statement of Work,
the contractor shall prepare the DD Form 250 reflecting any deductions before
submitting it to the cognizant approving authority for acceptance. If the
contractor disputes the deduction, the contractor may submit a DD Form 250 for
the disputed amount to the Procuring Contracting Officer (PCO) with a copy to
the approving authority. The submission shall contain documentation necessary to
show why the deduction taken may be incorrect. The PCO shall review the
documentation and make a determination. If the PCO concurs with the contractor,
the PCO will sign the DD Form 250 and forward to the contractor for
distribution. If the PCO does not concur, the contractor will be notified in
writing.

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5252.232-9521 PAYMENT INQUIRIES (AUG 1998)

Inquiries regarding payment should be referred to:

    DFAS Columbus Center
    Southern Entitlement Operations
    P.O. Box 182264 (DFAS-CO/JS)
    Columbus, OH 43218-2264

5252.242-9511 CONTRACT ADMINISTRATION DATA (MAY 1998)

(a) Contract Administration Office.

    (1) Contract administration functions (see FAR 42.302 and DFARS 242.302) are
assigned to cognizant DCMA office.

    (2) Contract administration functions withheld, additional contract
administration functions assigned, or special instructions (see FAR 42.202) are:

    Authority is hereby delegated to the Administrative Contracting officer to
    execute contract modifications providing for deobligation of unexpended
    dollar balances considered excess to known contract requirements.

    (3) The Accounting Classification Reference Numbers (ACRN) assigned by the
Naval Air Systems Command shall be used in applicable contract modifications or
orders or modifications thereto issued by the cognizant contract administration
office. If no ACRN is assigned by the Naval Air Systems Command, the contract
administration office may assign a two-position ACRN that can be either
alpha-numeric (A1 through B9 and continuing, if necessary through Z9, excluding
the letters "I" and "O") or alpha (AA through ZZ, excluding the letters "I" and
"O"), (see DFARS 204.7101).

    (4) The cognizant contract administration office shall distribute to the
U.S. Navy International Logistics Control Office (NAVILCO) (Code 20), 700
Robbins Avenue, Philadelphia, Pennsylvania 19111, a copy of any report or
document which indicates an anticipated or actual delay in the delivery of
supplies or services called for under the Navy International Logistics Program
(ILP) Foreign Military Sales (FMS) (or Military Assistance Program (MAP)
Item(s) identified in Section B, if any. Copies of reports or documents
distributed to NAVILCO shall include the applicable Item number, the FMS Case
identifier and FMS country (or MAP record Control/Program Directive number
identifier) and the requisition number and shall be in addition to any other
distribution required by this contract or directives applicable to the cognizant
contract administration office.

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(b) PCO Quality Assurance Representative. Any quality assurance questions,
comments, problems, recommendations, etc., which cannot be resolved at the
Administrative Contracting Officer (ACO) Quality Assurance Representative (QAR)
level should be communicated to the Procuring Contracting Officer (PCO) QAR
designated below:

    PCO Quality Assurance Representative
    Naval Air Systems Command
    Bldg. 419, PMA 207
    Attn: PMA-207Q
    NAS Patuxent River, MD 20670-5449

(c) Paying OffIce. The disbursing office which will make payments is designated
as follows:

    DFAS Columbus Center
    Southern Entitlement Operations
    P.O. Box 182264 (DFAS-CO/JS)
    Columbus, OH 43218-2264

(d) Remittance Address(es):

    1) The address to which payments should be wired by the Government is:

    Wachovia Bank N.A. C/O First Union National Bank
    Reference: Flight/Phoenix Escrow
    Electronic Funds Transfer (ACH)
    ABA # 061000227
    Account # 2000010548961
    Attn: Eric Knoll

    OR

    2) The address to which payments should be mailed by the Government is:

    Wachovia Bank N.A. C/O First Union National Bank
    Reference: Flight/Phoenix Escrow
    1100 First Union Plaza
    999 Peachtree St., N.E.
    Atlanta, GA 30309-9094
    Attn: Eric Knoll

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SECTION H - SPECIAL CONTRACT REQUIREMENTS

5252.216-9534 TASK ORDERS PROCEDURES (SEP 1999)

(a) The following activity(ies) or individual(s) is/are designated as Ordering
Officer(s):

    Naval Air Systems Command
    Attn: AIR 2.4.3.1
    Bldg. 441, Unit 7
    21983 Bundy Road
    NAS Patuxent River, MD 20670-1127

The above activity(ies) or individual(s) is/are responsible for issuing and
administering any orders placed hereunder. Ordering Officers may negotiate
revisions/modifications to orders, but only within the scope of this contract.
Ordering Officers have no authority to modify any provision of this basic
contract. Any deviation from the terms of the basic contract must be submitted
to the Procuring Contracting Officer (PCO) for contractual action. Ordering
Officers may enter into mutual no cost cancellations of orders under this
contract and may reduce the scope of orders/tasks, but a Termination for
Convenience of Termination for Default may be issued by the PCO.

(b) Task orders. All orders issued hereunder are subject to the terms and
conditions of this contract. The contract shall control in the event of conflict
with any order. When mailed, an order shall be "issued" for purposes of this
contract at the time the Government deposits the order in the mail, or, if
transmitted by other means, when physically delivered to the contractor.

(c) A task order shall be issued for each order. In addition to any other data
that may be called for in the contract, the following information shall be
specified in each order, as applicable:

    (1)  Date of order.
    (2)  Contract and task order number.
    (3)  Applicable contract line item number (CLIN).
    (4)  Description of the task to be performed.
    (5)  Description of the end item or service.
    (6)  DD Form 254 (Contract Security Classification).
    (7)  DD Form 1423 (Contract Data Requirements List).
    (8)  Exact place of performance.
    (9)  The inspecting and accepting codes.
    (10) Estimated cost and fee and level of effort by labor category (and
         billing rate if known).
    (11) List of Government furnished property and the estimated value of the
         property.
    (12) Invoice and payment provisions to the extent not covered by the
         contract.
    (13) Accounting and appropriation data.
    (14) Period of performance.

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    (l5) Organizational Conflict of Interest provisions.
    (16) Type of order (e.g., completion, term, FFP)

(d) Negotiated Agreement. For task orders with an estimated value of greater
than $l,000.00, the information contained in each task order with respect to
labor categories, manhours and delivery date shall be the result of a negotiated
agreement reached by the parties in advance of issuance of the order.

    (l) The Ordering Officer shall furnish the contractor with a written
preliminary task order and request for proposal. The request shall include:

        (i)   a description of the specified work required,
        (ii)  the desired delivery schedule,
        (iii) the place and manner of inspection and acceptance, and

    (2) The contractor shall, within the time specified by the preliminary task
order, provide the Ordering Officer with a proposal to perform, which shall
include:

        (i)   the required number of labor hours by labor classification and
scheduled billing rates, for each end product or task,
        (ii)  overtime hours by labor category,
        (iii) proposed completion or delivery dates,
        (iv)  other direct costs (i.e., direct material, travel subsistence, and
similar costs)
        (v)   dollar amount and type of any proposed subcontracts, and
        (vi)  total estimated cost/price.

        The cost factors utilized in determining the estimated cost/price under
any order shall be the rates applicable at time the order is issued.

    (3) Upon receipt of the proposal, the Ordering Officer shall review the
estimates therein to ensure acceptability to the Government, enter into such
discussions with the contractor as may be necessary to correct and revise any
discrepancies in the proposal, and effect whatever internal review procedures
are required. Should the Ordering Officer and contractor be unable to reach
agreement as to the terms of the order prior to its issuance, the conflict shall
be referred to the Contracting Officer.

    (4) For task orders under the dollar amount indicated in paragraph (d), the
procedures for reaching agreement are as follows:

        (i)  The Ordering Officer shall issue a fully funded, unilaterally
executed task order representing a firm order for the total requirement.

        (ii) In the event the contractor cannot perform in accordance with the
terms and conditions and within the estimated cost of the task order, he shall:

             (A) notify the Ordering Officer immediately,

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        (B) submit a proposal for the work requested in the task order,
        (C) not commence performance until such time that differences between
the task order and the contractor's proposal are resolved and a modification, if
necessary, is issued.

(e) Total Estimated Dollar Amount. The total estimated dollar amount for each
cost reimbursement line item under the order constitutes a ceiling price for
that line item. The ceiling amount for each line item may not be exceeded unless
authorized by a modification to the order.

(f) Oral Orders. Oral orders may be placed hereunder only in emergency
circumstances. Information described above shall be furnished to the contractor
at the time of placing an oral order and shall be confirmed by issuance of a
written task order within thirty (30) working days of the oral order.

(g) Modifications. Modifications to orders shall be issued using a Standard Form
30 and shall include the information set forth in paragraph (c) above, as
applicable. Orders may be modified orally by the Ordering Officer in emergency
circumstances. (Oral modifications shall be confirmed by issuance of a written
modification on Standard Form 30 within thirty (30) working days from the time
of the oral communication amending the order.)

5252.223-9500 ENVIRONMENTAL CONTROLS (IAN 1991) (NAVAIR)

Notwithstanding that the contract may require the use of paints or coatings
which do not meet state or district requirements for reduced volatile organic
compounds (VOC's), the contractor must comply with all federal, state, and local
regulatory requirements respecting air quality and emission limitations. It
remains the contractor's responsibility to meet the requirements for reduced
VOC's even where to do so will require the use of engineering controls or other
special painting equipment.

5252.227-9501 INVENTION DISCLOSURES AND REPORTS (MAY 1998)

(a) In accordance with the requirements of the Patent Rights clause of this
contract, the contractor shall submit "Report of Inventions and Subcontracts"
(DD Form 882) along with written disclosure of inventions to the designated
Contract Administrator.

(b) The Contract Administrator will forward such reports and disclosures
directly to the appropriate Patent Counsel, designated below, for review and
recommendations, after which the reports will be returned to the Contract
Administrator.

    NAVAIR Office of Counsel
    Bldg. 2272, Suite 257, Code 11.1
    47123 Buse Road, Suite IPT
    Patuxent River, MD 20670-1547

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(c) The above designated Patent Counsel will represent the Procurement
Contracting Officer with regard to invention reporting matters arising under
this contract.

(d) A copy of each report and disclosure shall be forwarded to the Procuring
Contracting Officer.

(e) The contractor shall furnish the Contracting Officer a final report within
three (3) months after completion of the contracted work listing all subject
inventions or certifying that there were no such inventions, and listing all
subcontracts at any tier containing a patent rights clause or certifying that
there were no such subcontracts.

5252.227-9507 NOTICE REGARDING THE DISSEMINATION OF EXPORT-
              CONTROLLED TECHNICAL DATA (JAN 1992)

(a) Export of information contained herein, which includes release to foreign
nationals within the United States, without first obtaining approval or license
from the Department of State for items controlled by the International Traffic
in Arms Regulations (ITARS), or the Department of Commerce for items controlled
by the Export Administration Regulations (EAR), may constitute a violation of
law.

(b) For violation of export laws, the contractor, its employees, officials or
agents are subject to:

    (1) Imprisonment and/or imposition of criminal fines; and

    (2) Suspension or debarment from future Government contracting actions.

(c) The Government shall not be liable for any use or misuse of the information,
technical data or specifications in this contract. It shall not be liable for
any patent infringement or contributory patent infringement. The Government
neither warrants the adequacy nor the completeness of the information, technical
data or specifications in this contract.

(d) The contractor shall include the provisions or paragraphs (a) through (c)
above in any subcontracts awarded under this contract.

5252.228-9501 LIAbILITY INSURANCE (MAR 1999)

(a) Comprehensive General Liability: $200,000 per person and $500,000 per
accident for bodily injury.

(b) Automobile Insurance: $200,000 per person and $500,000 per accident for
bodily injury and $500,000 per accident for property damage.

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(c) Standard Workman's Compensation and Employer's Liability Insurance (or,
where maritime employment is involved, Longshoremen's and Harbor Worker's
Compensation Insurance) in the minimum amount of $100,000.

(d) Aircraft public and passenger liability: $200,000 per person and $500,000
per occurrence for bodily injury, other than passenger liability; $200,000 per
occurrence for property damage. Passenger bodily injury liability limits of
$200,000 per passenger, multiplied by the number of seats or number of
passengers, whichever is greater.

5252.237-9502 COMPENSATION - TIME AND MATERIALS (TASK ORDERS)
              (SERVICES) (SEP 1999)

(a) Subject to the FAR Clause 52.232-7 "Payments" clause of this contract, the
Government will pay the contractor for the performance of task orders issued
under this contract the amounts determined to be payable in accordance with the
hourly rate set forth in Section B and the amounts determined to be payable in
accordance with paragraphs (b) and (c) of this clause. The hourly rates set
forth cover all expenses, including wages, overhead, general and administrative
expense, profit, subsistence, prorated vacation leave, sick leave, and
applicable insurance of all kinds, excluding any and all travel costs which are
reimbursable in accordance with paragraph (c) below. If overtime rates are
specified in Section B, the contractor will be paid for overtime work in
accordance with such overtime rates only to the extent the overtime is approved
in advance by the Procuring Contracting Officer (PCO). If no rate is set forth
in Section B and overtime work is approved in advance by the PCO, the contractor
and the PCO will negotiate rates for such overtime in accordance with paragraph
(a)(3) of the "Payments" clause of the contract. The amount payable to the
contractor shall be computed by multiplying the appropriate hourly rates set
forth by the number of direct labor hours performed in accordance with paragraph
(a)(l) of the "Payments" clause of this contract. Payment for the performance of
task orders shall be made in accordance with the rates specified in Section B
with adjustments as appropriate under paragraph (b) for employees performing
Uncompensated Overtime as defined in FAR Clause 52.237-10, "Identification of
Uncompensated Overtime".

(b) For individuals performing under an uncompensated overtime system, the
amount billed is limited to the uncompensated overtime rate as defined in FAR
Clause 52.237-10. All hours shall be burdened and shall be in the base for
allocation of overhead and general and administration expenses.

(c) Travel Costs. The contractor shall be reimbursed for travel costs in
accordance with FAR 31.205-46 as limited by the Joint Travel Regulations, Volume
II and the following:

    (1) Where official company travel can reasonably be planned in advance so as
to take advantage of available discounted standard or coach airfares, any
expenses in excess of those discounted fares are to be considered as, and
segregated as unallowable costs; and

    (2) Travel made for personnel convenience, including daily travel to and
from work, shall not be reimbursed hereunder.

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(d) Material Costs and Other Direct Costs. The contractor shall be reimbursed
for other direct costs (ODC) including material costs in accordance with Section
B and paragraph (b) of the "Payments" clause of this contract. Other direct
costs including material costs to be reimbursed under this contract shall be
included in each order.

(e) Maximum Ordering. The Government shall not be obligated to pay the
contractor any amount in excess of the maximum task order price set forth in any
task order issued under this contract. The contractor shall not be obligated to
continue performance or to incur costs under any task order if to do so would
exceed the maximum task order price set forth in the task order unless the
contractor has been notified in writing by the Procuring Contracting Officer
(PCO) that the maximum task order price for the task order concerned has been
increased in accordance with paragraph (d) of the "Payments" clause of this
contract. Pursuant to paragraph (c) of the "Payments" clause, the contractor
shall notify the PCO in writing if the contractor has reason to believe the
hourly rate payments, travel costs and materials costs which will accrue in the
performance of the task order concerned will exceed the maximum task order price
set forth in the task order, or when added to all other payments and costs
previously accrued, will exceed the maximum ordering price set forth in the
contract. If for any other reason the contractor believes that the maximum task
order price set forth in any task order should be increased, the contractor
shall promptly so notify the PCO in writing. The maximum ordering price of any
task order may be increased by the PCO, in his/her discretion, at any time
during the period covered by this contract. If the contractor has reason to
believe that the total cost to the Government for the work called for in any
task order will be substantially less than the maximum order price specified
therein, the contractor shall promptly so notify the PCO in writing. The PCO
may, based upon such notification, decrease the ceiling price of the task order
concerned. Any increase or decrease in the maximum order price of any task order
shall be set forth in a modification to the task order.

(f) The term "ceiling price" wherever set forth in the "Payments" clause will be
read as "maximum" and, when used to refer to Contract Ceiling Price shall be
read as Contract Maximum Ordering Price/Amount. When used in conjunction with
task order, "ceiling" shall be construed "maximum" task order amount or the
"maximum" amount per cost category such as travel, labor, and other direct costs
as appropriate.

5252.242-9515 RESTRICTION ON THE DIRECT CHARGING OF MATERIAL (JUL 1998)

(a) The term "material" includes supplies, materials, parts, equipment, hardware
and Information Technology (IT) resources including equipment, services and
software. This is a service contract and the procurement of material of any kind
that are not incidental to and necessary for contract performance may be
determined to be unallowable costs pursuant to FAR Part 31. No materials may be
acquired under the contract without the prior written authorization of the
Contracting Officer's Representative (COR). IT resources may not be procured
under the material line item of this contract unless the approvals required by
Department of Defense purchasing procedures have been obtained. Any material
provided by the contractor is subject to the requirements of the Federal
Acquisition Regulation (FAR), the Defense Federal Acquisition

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Regulation Supplement (DFARS), and applicable Department of the Navy regulations
and instructions.

(b) Prior written approval of the COR shall be required for all purchases of
materials. If the contractor's proposal submitted for a task order includes a
list of materials with associated prices, then the COR's acceptance of the
contractor's proposal shall constitute written approval of those purchases.

(c) The costs of general purpose business expenses required for the conduct of
the contractor's normal business operations will not be considered an allowable
direct cost in the performance of this contract. General purpose business
expenses include, but are not limited to, the cost for items such as telephones
and telephone charges, reproduction machines, word processing equipment,
personal computers and other office equipment and office supplies.

5252.243-9504 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER (JAN 1992)

(a) Except as specified in paragraph (b) below, no order, statement, or conduct
of Government personnel who visit the contractor's facilities or in any other
manner communicates with contractor personnel during the performance of this
contract shall constitute a change under the "Changes" clause of this contract.

(b) The contractor shall not comply with any order, direction or request of
Government personnel unless it is issued in writing and signed by the
Contracting Officer, or is pursuant to specific authority otherwise included as
a part of this contract.

(c) The Contracting Officer is the only person authorized to approve changes in
any of the requirements of this contract and notwithstanding provisions
contained elsewhere in this contract, the said authority remains solely the
Contracting Offcer's. In the event the contractor effects any change at the
direction of any person other than the Contracting Officer, the change will be
considered to have been made without authority and no adjustment will be made in
the contract price to cover any increase in charges incurred as a result
thereof. The address and telephone number of the Contracting Officer is:

    DAWN B. ADAMO
    Naval Air Systems Command
    Attn: AIR-2.4.3.1
    Bldg. 441, Unit 7
    21983 Bundy Rd.
    NAS Patuxent River, MD 20670-1127
    (301) 757-8965

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5252.245-9500 GOVERNMENT PROPERTY FOR THE PERFORMANCE OF THIS
              CONTRACT (APR 1998) (NAVAIR)

(a) Definition. Government production and research property, as the term is
used herein, shall consist of special tooling to which the Government has title
or the right to acquire title, Government-owned special test equipment and
Government-owned facilities as each term is defined respectively in FAR 45.101
and 45.301.

(b) Authorization to Use Government Production and Research Property, Material,
and Agency Peculiar Property Currently Covered by Government Contracts Without
Rental Charge in Performing this Contract. Government production and research
property, material, and agency peculiar property covered by the following listed
Government contracts on the effective date of this contract is hereby authorized
for use on a rent-free, non-interference basis in the performance of this
contract and sub-contracts of any tier issued hereunder:

Contract No(s): NONE

(c) Authorization to Use Government Production and Research Property and Agency
Peculiar Property to be Provided Under this Contract Without Rental Charge in
Performing this Contract. (This paragraph does not cover such property in
possession of the contractor or his subcontractors on the date of award of this
contract.)

    (1) Subject to the provisions of the Government Property clause of this
contract, the Government hereby agrees to provide hereunder the Government
production and research property and agency peculiar property identified in
(c)(2) through (c)(5) to the contractor. The contractor is hereby authorized to
use, on a rent-free basis, said property in the performance of this contract.

    (2) Special Tooling (as defined in FAR 45.101): NONE

    (3) Special Test Equipment (as defined in FAR 45.101): NONE

    (2) Facilities (as defined in FAR 45.301 and DFARS 245.3013:

                               SEE ATTACHMENT (1)

        (These facilities shall, when provided, become accountable under and be
subject to that facilities contract, if any, in effect between the Government
and the contractor or any of his subcontractors at the plant where they are to
be located during performance of this contract.)

    (5) Agency Peculiar Property (as defined in FAR 45.301 and DFARS 245.301):

     SEE ATTACHMENT (1) - The estimated value of Attachment (1) is $10.0 M.

The following terms and conditions shall be applicable to the agency peculiar
property, if any, identified above:

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        (A) each item of agency peculiar property shall be identified by its
Federal Item Identification Number and Government Nomenclature;

        (B) the agency peculiar property shall be accounted for under this
contract, and

        (C) upon completion or termination of this contract, the contractor
shall request and comply with disposition instructions from the Contracting
Officer.

(d) Government Material and Agency Peculiar Property to be Furnished Under this
Contract. (This paragraph covers Government-owned material and agency peculiar
property furnished to the contractor for (A) consumption in the course of
manufacture, testing, development, etc., or (B) incorporation in items to be
delivered under this contract, e.g., Master Government Furnished Equipment List
(MGFEL).)

    (1) Subject to the provisions of the Government Property clause of this
contract, the Government hereby agrees to provide hereunder the Government-owned
agency peculiar property and material identified in (d)(2) and (d)(3) to the
Contractor. The Contractor is hereby authorized as appropriate, (A) to consume
the material identified in (d)(2) and the agency peculiar property identified in
(d)(3) in performing this contract or (B) to incorporate such material and
agency peculiar property in articles under this contract.

    (3) Material (as defined in FAR 45.301):

            Requisitioning Documentation: Contractor access to the federal
supply system is permitted only when the material as well as the quantity is
identified in the above paragraph. The contractor shall prepare requisitioning
documentation for the above material in accordance with the "Military Standard
Requisitioning and Issue Procedures (MILSTRIP) for Defense Contractors", DoD
4000.25-1-M, Chapter 11 and NAVSUP Publication 437 as revised by DoD AMCL 1 A
guidance. The contractor must submit all requisitions for Government Furnished
Material (GFM) from the supply system to the Material Control Activity (MCA)
specified in Section G of this contract. Upon completion or termination of this
contract, the contractor shall request and comply with disposition instructions
from the Contracting Officer.

    (3) Agency Peculiar Property (as defined in FAR 45.301 and DFARS 245.301):

The terms and conditions made applicable to agency peculiar property in (c)(5)
shall be applicable to the agency peculiar property, if any, identified above.

(e) Government Installations to be Made Available Under this Contract.

    (1) The Government hereby agrees to make available hereunder on a rent-free,
noninterference basis for performing this contract the Government installations,
or portions thereof, identified in (e)(2) in accordance with standard operating
procedures and priorities unless otherwise specified in the Schedule. Although
not "Government-furnished property" under this contract, the provisions of
paragraph (a) of the Government Property clause of this contract shall apply to
these installations.

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    (2) Installations.

(f) Bailed Property to be Used Under this Contract. (This paragraph will not
obviate the need to set forth in this contract the terms of the project
agreement as required by the pertinent bailment agreement.)

    (1) The bailed property identified in (f)(2) is hereby authorized for use on
a rent-free basis in the performance of this contract. Although not
"Government-furnished property" under this contract, the provisions of paragraph
(a) of the Government Property clause of this contract shall apply to this
bailed property.

                               Bailment Agreement
                                  Under which
    (2) Description              Serial Number            Accountable

        NONE

    (3) The bailed property identified in (f)(2) is furnished "as is" and the
Government makes no representations or warranties with respect to such property,
including the suitability of such property for the intended use.

(g) This clause shall in no event be construed to authorize rent-free use of any
property identified above for any effort other than that called for under this
contract.

(h) Installation Cost. The price of this contract constitutes full compensation
to the contractor for all costs to be incurred under this contract for the
adaptation and installation of the property identified in this clause.

(i) Installation. Government production and research property, other than
foundations and similar improvements necessary for the installation of special
tooling, special test equipment, and plant equipment, as defined in FAR 45.101,
shall not be installed or constructed on land nor owned by the Government in
such fashion as to be non-severable unless authority is granted by the
Contracting Officer cognizant of the contract under which the property is
provided in accordance with FAR 45.309.

(j) Limitation: This clause does not authorize the contractor to acquire any
property for the Government.

(k) The contractor represents that the price and delivery schedule of this
contract have been established in reliance on the Government granting the
authorization in (b), (c), (d), (e) and (f), and that no charge has been
included in this contract for use of the property as authorized above.

(1) Whenever the Contracting Officer authorizes or makes available the use, on a
rent-free basis, of additional Government production and research property or
other Government property in the performance of this contract or subcontracts of
any tier under this contract, the contract will be equitably adjusted in
accordance with the procedures provided for in the Changes clause.

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(m) If the Government production and research property or other Government
property authorized or made available above is decreased by the Government, the
contractor will be entitled to an equitable adjustment to the terms of this
contract in accordance with the procedures provided for in the Changes clause
hereof, as a result of such decrease; provided, however, that if any such
decrease is due to the failure of the contractor or his subcontractors of any
tier under this contract to fulfill their respective obligations either with
respect to the Government property or with respect to the work such property is
to be used to perform, the Contracting Officer will take such circumstances into
account in establishing the equitable adjustment.

(n) The contractor is responsible for scheduling the use of all property covered
by this clause and the Government shall not be responsible for conflicts,
delays, or disruptions to any work performed by the contractor due to use of any
or all such property, either under this contract or any other contracts under
which use of such property is authorized.

5352.247-1000 AIR SAFETY (NOV 1991) (AMCFARS)

(a) Contractor is obligated to comply with generally accepted standards of
airmanship, training, and maintenance practices and procedures. Contractor must
also satisfy DOD quality and safety requirements as described in 32 CFR Part
861, Section 861.3. In addition, contractor shall comply with all provisions of
applicable statutes, tenders of service, and contract terms as such may affect
flight safety, as well as with all applicable Federal Aviation Administration
Regulations, Airworthiness Directives, Orders, rules, and standards promulgated
under the Federal Aviation Act of 1958, as amended. Compliance with published
standards may not, standing alone, constitute compliance with generally accepted
standards of airmanship, training, or maintenance.

(b) The cleanliness and orderliness of an aircraft, including the visible
components and surfaces thereof affect the ability to inspect an aircraft, may
be valid indicators of the overall maintenance level of an aircraft, and may
have a direct effect on the security and confidence of passengers. Therefore,
contractor's failure to keep and maintain all such components and surfaces of
the aircraft used in performance of this contract clean, orderly, and in good
state of repair may be deemed a failure to comply with generally accepted
standards of maintenance to the extent the failure goes beyond mere cosmetic or
housekeeping deficiencies and relates in some manner to confidence in the
safety, maintenance, or airworthiness of the aircraft.

(c) Should the government determine that any of the following conditions exist,
it may suspend or place in temporary nonuse status contractor's further
performance of airlift transportation services for the Department of Defense:

    (1) Contractor's failure to meet any of the obligations imposed by the
preceding two paragraphs.

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    (2) Involvement of one of contractor's aircraft in a serious or fatal
accident, incident, or operational occurrence (regardless of whether or not such
aircraft is being used in the performance of this contract).

    (3) Any other condition which affects the safe operation of contractor's
flights hereunder.

(d) Such suspension shall be accomplished pursuant to the Air Mobility Command
(AMC) and Military Traffic Management Command (MTMC) Commercial Airlift Safety
Review Procedures (32 CFR Part 861), which are hereby incorporated in this
contract by reference, or any procedures that supersede same which may be
adopted by HQ AMC/MTMG from time to time. The suspension procedures, including
the temporary nonuse, reinstatement and appeals processes, set out therein, are
binding, final, and conclusive. In no event shall suspension or temporary nonuse
proceedings, regardless of outcome, give rise to any liability on the part of
the government.

(e) Suspension or temporary nonuse hereunder resulting in unavailability of
contractor aircraft to perform service under this contract shall be treated as
failure to maintain authorization to engage in air transportation under the
clause of the contract entitled, "Requirement for Authorization to Engage in Air
Transportation."

5352.247-1001 REQUIREMENT FOR AUTHORIZATION TO ENGAGE IN
              AIR TRANSPORTATION (MAR 1988) - ALTERNATE I (MAR 1988)
              (AMCFARS)

(a) This contract is conditioned upon the contractor being a commercial airtaxi
operator within the meaning of the Federal Aviation Act (FAA of 1958, as
amended) and holding a current Air Carrier Operating Certificate in accordance
with Part 127/135 of the Federal Aviation Regulations and holding a registration
under Part 298 of the DOT regulations. Furthermore, the contractor shall not be
in a suspension or temporary nonuse status in accordance with the special clause
entitled "Air Safety."

(b) If at any time during the performance period of this contract the contractor
is not in compliance with the requirements of paragraph a above, including, but
not limited to, instances when the certificate demonstrating compliance with
paragraph a above is (i) suspended by the pertinent regulatory body for any
period of time even though the effect of the suspension is stayed pending review
by a court of competent jurisdiction, (ii) canceled or revoked in its entirety
by the pertinent regulatory body even though the effect of the cancellation or
revocation is stayed pending review by a court of competent jurisdiction, or
(iii) such certificate or interim operating authority has expired and has not
been renewed, then the contracting officer may elect any one or a combination
of the following courses of action:

    (1) Suspend the contractor from further performance of all or any part of
this contract until such time as the suspension/temporary nonuse imposed by the
pertinent regulatory body shall have expired or until such time as the
suspension, temporary nonuse, cancellation, or

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                                 Page 53 of 65
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                                N00019-01-D-0037
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revocation shall have been finally set aside, removed, or otherwise terminated.
The period of suspension of this contract will begin at the time that notice
thereof is given by the contracting officer to the contractor's designee named
in accordance with paragraph of Section of this contract. All flights which were
scheduled to be flown during the time any such suspension is in effect will be
canceled. A unilateral modification reflecting the cancellation and reducing the
government's obligation accordingly will be issued by the contracting officer at
the termination of the period during which this contract is suspended or after
the expiration of the period of performance of this contract. Any such
cancellation is not for the convenience of the government and is not a
termination within the meaning of the clause entitled "Termination for
Convenience of the Government (Fixed-Price)." Such cancellation will be
accomplished at no cost to either party, and the substitute service provisions
of this contract will not apply to such canceled flights.

    (2) Exercise the government's rights under the special clause of the
contract entitled "Contractor's Failure to Provide Service."

    (3) Terminate this contract in whole or in part under the procedures of the
clause entitled "Default." If this contract is terminated for default pursuant
to paragraph b, and if it is subsequently determined that termination for
default is not appropriate, this contract shall then be considered to have been
canceled pursuant to subparagraph b(4) below.

    (4) Cancel this contract in whole or in part. Any such cancellation will be
accomplished by the issuance of a unilateral modification and will not be a
termination under the provisions of the clause entitled "Termination for
Convenience of the Government (Fixed Price)," and neither party will be liable
to the other party for costs incurred as a result of such cancellation.

5352.247-1002 CONTRACTOR'S FAILURE TO PROVIDE SERVICE (OCT 1994) -
              ALTERNATE I (JUN 1992) (AMCFARS) (Applies to scheduled passenger
              and cargo flights)

(a) In the event that contractor's aircraft is unable to depart from any
station, the government may invoke remedies which are set forth in this
paragraph which will neither constitute a termination within the meaning of the
clause entitled "Termination for Convenience of the Government," nor in any way
diminish the government's rights under the clause entitled "Default." The rights
and remedies of the government provided for in this paragraph are not exclusive
and do not give rise to government liability for costs incurred and are in
addition to any other government rights and remedies provided for by law or by
this contract.

(b) Substitute Service. This term, as used herein, applies to the substitution
of an aircraft to replace contractor's aircraft which is unable to proceed from
the departure station or from any en route station short of destination in
accordance with schedules established pursuant to this contract. If the
contractor fails to make an aircraft available for departure as required by the
flight schedules, the government may: (1) cancel the requirement for further
movement of the defaulted flights; (2) require the contractor to transport the
defaulted passengers or cargo by substitute service within such additional time
as the contracting officer may allow; (3) acquire substitute service from
commercial sources; or (4) reschedule the defaulted flight or transport the
defaulted

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passengers or cargo, or any portion thereof, itself. The exercise of any of
these options will be in accordance with the following:

    (1) In the event that the requirement for further movement of the defaulted
flights is canceled, the number of miles/trips for the flight involved, and
directed landings (if applicable) will be subtracted from the government's
guarantee. Any canceled requirement will be deleted from the contract by
unilateral modification.

    (2) If the contractor is required to transport the passengers or cargo of
the defaulted flights by substitute service within such additional time as the
contracting officer may allow, the contractor shall arrange and pay directly all
cost involved in the transportation by the substitute aircraft. Contractor will
be paid, in this event, the full contract price for the flight involved,
irrespective of the amount paid by him for this transportation by substitute
aircraft. The substitute aircraft provided by the contractor must be of like
type, configured in accordance with the applicable specifications, and must be
approved by the contracting officer. In lieu of, or in addition to, providing
the above type substitute service, the contractor may, at his own expense,
purchase the amount of space, by common carriage or otherwise, needed for the
movement of passengers or cargo of the defaulted flight. The purchase of such
space must be approved by the contracting officer. In such event, contractor
would be paid the contract price for the involved transportation.

    (3) The government may purchase substitute service from commercial sources.
This can be by a substitute commercial aircraft or by the purchase from
commercial sources of sufficient space to transport by common carriage or
otherwise, the number of passengers or amount of cargo involved in the defaulted
flight. In either event, the substitute service shall be deducted from the
government's guarantee and the contractor would be charged by the government,
any amount which the government had to pay to commercial sources which is in
excess of the contract price for the transportation of the passengers or cargo
involved for the distance involved. Contractor will not be paid any amount for
this defaulted flight. The contractor shall provide all services normally
provided in connection with flights operating under this contract.

    (4) The government may, in its discretion, elect to either reschedule the
defaulted flight to a later time within the performance period of the contract
or may move these passengers and for this cargo, or any portion thereof. In this
event, the number of miles/trips for the flight involved will be subtracted from
the government's guarantee and the contractor will be charged, by the
government, the excess, if any, of the charge for this movement over the
contract price. Contractor will not be paid any amount for transportation of
passengers or cargo of the defaulted flight.

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                                 Page 55 of 65

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                                N00019-01-D-0037
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SECTION I - CONTRACT CLAUSES

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available. Also, the full text of a clause may
be accessed electronically at this/these address(es):

http://www.arnet.gov/far/

http://farsite.hill.af.mil/VFDFARl.HTM

http://fedlaw.gsa.gov/intro2.htm

The following contract clauses are hereby incorporated by reference:

Clause No.        Clause Title and Date
----------        ---------------------
252.201-7000      CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)
52.202-1          DEFINITIONS (MAR 2001)
52.203-3          GRATUITIES (APR 1984)
52.203-5          COVENANT AGAINST CONTINGENT FEES (APR 1984)
52.203-6          RESTRICTIONS ON SUBCONTRACTOR SALES TO THE
                  GOVERNMENT (JUL 1995)
52.203-7          ANTI-KICKBACK PROCEDURES (JUL 1995)
52.203-8          CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR
                  ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)
52.203-10         PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
                  ACTIVITY (JAN 1997)
52.203-12         LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN
                  FEDERAL TRANSACTIONS (JUN 1997)
252.203-7001      PROHIBITION ON PERSONS CONVICTED OF FRAUD OR OTHER
                  DEFENSE-CONTRACT-RELATED FELONIES (MAR 1999)
252.203-7002      DISPLAY OF DOD HOTLINE POSTER (DEC 1991)
52.204-2          SECURITY REQUIREMENTS (AUG 1996)
52.204-4          PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER
                  (AUG 2000)

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252.204-7000      DISCLOSURE OF INFORMATION (DEC l99l)
252.204-7003      CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT
                  (APR 1992)
252.204-7004      REQUIRED CENTRAL CONTRACTOR REGISTRATION (MAR
                  2000)
252.204-7005      ORAL ATTESTATION OF SECURITY RESPONSIBILITIES (AUG
                  1999)
252.205-7000      PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT
                  HOLDERS (DEC 1991)
52.209-6          PROTECTING THE GOVERNMENT'S INTEREST WHEN
                  SUBCONTRACTING WITH CONTRACTORS DEBARRED,
                  SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)
252.209-7000      ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE
                  INSPECTION UNDER THE INTERMEDIATE- RANGE NUCLEAR
                  FORCES (INF) TREATY (NOV 1995)
252.209-7004      SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR
                  CONTROLLED BY THE GOVERNMENT OF A TERRORIST
                  COUNTRY (MAR 1998)
52.211-5          MATERIAL REQUIREMENTS (AUG 2000)
52.211-15         DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP
                  1990)
52.215-2          AUDIT AND RECORDS - NEGOTIATION (JUN 1999)
52.215-8          ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT
                  (OCT 1997)
52.215-11         PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA -
                  MODIFICATIONS (OCT 1997)
52.215-13         SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS
                  (OCT 1997)
52.249-6          INTEGRITY OF UNIT PRICES (OCT 1997)
52.249-7          PENSION ADJUSTMENTS AND ASSET REVERSIONS (DEC 1998)
52.215-18         REVERSION OR ADJUSTMENT OF PLANS FOR
                  POSTRETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS.
                  (OCT 1997)
52.215-19         NOTIFICATION OF OWNERSHIP CHANGES OCT 1997)
52.215-21         REQUIREMENTS FOR COST OR PRICING DATA OR
                  INFORMATION OTHER THAN COST OR PRICING DATA -
                  MODIFICATIONS (OCT 1997)
252.215-7000      PRICING ADJUSTMENTS (DEC 1991)

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52.216-7          ALLOWABLE COST AND PAYMENT (MAR 2000)
52.216-18         ORDERING (OCT 1995)
                  para.(a) fill-ins: ...Such orders may be issued during each
                  contract period.
52.216-19         ORDER LIMITATIONS (OCT 1995)
                  para.(a) fill-in: ...less than one flight hour, the ...
                  para.(b)(l) fill-in: ...in excess of 100% of the quantity of
                  the individual CLIN;
                  para.(b)(2) fill-in: ...in excess of the total contract price;
                  or
                  para.(b)(3) fill-in: ...within ten (10) days...
                  para.(d) fill-in: ...within five (5) days...
52.216-21         REQUIREMENTS (OCT 1995)
                  para.(f) fill-in: ...sixty (60) days from the end of the
                  ordering period.
52.216-22         INDEFINITE QUANTITY (Oct 1995)
                  para.(d) fill-in: ...sixty (60) days from the end of the
                  ordering period.
52.217-8          OPTION TO EXTEND SERVICES (NOV 1999)
                  fill-in: ...no later than thirty (30) days before the end of
                  the ordering period.
52.249-8          OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000
                  para.(a) fill-in: ...no later than thirty (30) days before the
                  end of the ordering period...its intent to extend at least
                  thirty (30) days...
                  para (c) fill in: ...shall not exceed sixty (60) months.
52.219-8          UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2000)
52.219-9 II       SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2000) -
                  ALTERNATE II (OCT 2000)
52.249-9          LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999)
52.219-23         NOTICE OF PRICE EVALUATION ADJUSTMENT FOR SMALL
                  DISADVANTAGED BUSINESS CONCERNS (MAR 2001)
252.219-7003      SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL
                  BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) (APR 1996)
52.222-1          NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)
52.222-3          CONVICT LABOR (AUG 1996)
52.222-21         PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
52.222-26         EQUAL OPPORTUNITY (FEB 1999)
52.222-29         NOTIFICATION OF VISA DENIAL (FEB 1999)
52.222-35         AFFIRMATIVE ACTION FOR DISABLED VETERANS AND
                  VETERANS OF THE VIETNAM ERA (APR 1998)
52.222-36         AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES
                  (JUN 1998)

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                                N00019-01-D-0037
                                   SECTION I
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52.222-37         EMPLOYMENT REPORTS ON DISABLED VETERANS AND
                  VETERANS OF THE VIETNAM ERA (JAN 1999)
52.222-41         SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989)
52.222-43         FAIR LABOR STANDARDS ACT AND SERVICE CONTRACT ACT-
                  PRICE ADJUSTMENT (MULTIPLE YEAR AND OPTION
                  CONTRACTS) (MAY 1989)
52.222-47         SERVICE CONTRACT ACT (SCA) MINIMUM WAGES AND FRINGE
                  BENEFITS (MAY 1989)
52.223-5          POLLUTION PREVENTION AND RIGHT TO KNOW
                  INFORMATION (APR 1998)
52.223-6          DRUG-FREE WORKPLACE (MAY 2001)
52.223-14         TOXIC CHEMICAL RELEASE REPORTING (OCT 2000)
252.223-7004      DRUG-FREE WORK FORCE (SEP 1988)
252.223-7006      PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND
                  HAZARDOUS MATERIALS (APR 1993)
52.225-8          DUTY FREE ENTRY (FEB 2000)
52.225-13         RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUL 2000)
252.225-7001      BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM
                  (MAR 1998)
252.225-7002      QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (DEC
                  1991)
252.225-7010      DUTY-FREE ENTRY - ADDITIONAL PROVISIONS (AUG 2000)
252.225-7012      PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (AUG
                  2000)
252.225-7026      REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE
                  UNITED STATES (JUN 2000)
252.225-7031      SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992)
252.225-7043      ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE
                  CONTRACTORS OUTSIDE THE UNITED STATES (JUN 1998)
52.226-1          INDIAN ORGANIZATIONS AND INDIAN-OWNED ECONOMIC
                  ENTERPRISES (JUN 2000)
52.227-1          AUTHORIZATION AND CONSENT (JUL 1995)
52.227-2          NOTICE AND ASSISTANCE REGARDING PATENT AND
                  COPYRIGHT INFRINGEMENT (AUG 1996)
52.249-10         PATENT INDEMNITY (APR 1984)
52.227-12         PATENT RIGHTS - RETENTION BY THE CONTRACTOR - (LONG
                  FORM) (JAN 1997)

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                                N00019-01-D-0037
                                   SECTION I
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252.227-7014      RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND
                  NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION
                  (JUN 1995)
252.227-7015      TECHNICAL DATA-COMMERCIAL ITEMS (NOV 1995)
252.227-7016      RIGHTS IN BID OR PROPOSAL INFORMATION (JUN 1995)
252.227-7019      VALIDATION OF ASSERTED RESTRICTIONS-COMPUTER
                  SOFTWARE (JUN 1995)
252.227-7025      LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT
                  FURNISHED INFORMATION MARKED WITH RESTRICTIVE
                  LEGENDS (JUN 1995)
252.227-7027      DEFERRED ORDERING OF TECHNICAL DATA OR COMPUTER
                  SOFTWARE (APR 1988)
252.227-7028      TECHNICAL DATA OR COMPUTER SOFTWARE PREVIOUSLY
                  DELIVERED TO THE GOVERNMENT (JUN 1995)
252.227-7030      TECHNICAL DATA - WITHHOLDING OF PAYMENT (MAR 2000)
252.227-7036      DECLARATION OF TECHNICAL DATA CONFORMITY (JAN 1997)
                  (DFARS)
252.227-7037      VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL
                  DATA (SEP 1999)
52.228-5          INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN
                  1997)
52.229-3          FEDERAL, STATE, AND LOCAL TAXES (JAN 1991)
52.229-5          TAXES - CONTRACTS PERFORMED IN U.S. POSSESSIONS OR
                  PUERTO RICO (APR 1984)
252.231-7000      SUPPLEMENTAL COST PRINCIPLES (DEC 1991)
52.232-1          PAYMENTS (APR 1984)
52.232-8          DISCOUNTS FOR PROMPT PAYMENT (MAY 1997)
52.232-9          LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984)
52.232-11         EXTRAS (APR 1984)
52.232-17         INTEREST (JUN 1996)
52.249-11         AVAILABILITY OF FUNDS (APR 1984)
52.232-23 I       ASSIGNMENT OF CLAIMS (JAN 1986) - ALTERNATE I (APR 1984)
52.232-25         PROMPT PAYMENT (JUN 1997)
52.232-33         PAYMENT BY ELECTRONIC FUNDS TRANSFER - CENTRAL
                  CONTRACTOR REGISTRATION (MAY 1999)
52.233-1 I        DISPUTES (DEC 1998) - ALTERNATE I (DEC 1991)

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                                N00019-01-D-0037
                                   SECTION I
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52.249-12         PROTEST AFTER AWARD (AUG 1996)
252.235-7003      FREQUENCY AUTHORIZATION (DEC 1991)
52.237-2          PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT AND
                  VEGETATION (APR 1984)
52.237-3          CONTINUITY OF SERVICES (JAN 1991)
252.239-7016      TELECOMMUNICATIONS SECURITY EQUIPMENT, DEVICES,
                  TECHNIQUES, AND SERVICES (DEC 1991)
52.242-1          NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)
52.242-3          PENALTIES FOR UNALLOWABLE COSTS (MAR 2001)
52.242-4          CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997)
52.242-13         BANKRUPTCY (JUL 1995)
252.242-7000      POST AWARD CONFERENCE (DEC 1991)
52.243-1 I        CHANGES - FIXED PRICE (AUG 1987) - ALTERNATE I (APR 1984)
52.243-2 ll       CHANGES - COST REIMBURSEMENT (AUG 1987) - ALTERNATE II
                  (APR 1984) (Applies to Cost Reimbursement CLINs only)
52.243-7          NOTIFICATION OF CHANGES (APR 1984)
                  para (d) fill in: thirty days
252.243-7001      PRICING OF CONTRACT MODIFICATIONS (DEC 1991)
252.243-7002      REQUESTS FOR EQUITABLE ADJUSTMENT (MAR 1998)
52.244-6          SUBCONTRACTS FOR COMMERCIAL ITEMS AND
                  COMMERCIAL COMPONENTS (MAY 2001)
252.244-7000      SUBCONTRACTS FOR COMMERCIAL ITEMS AND
                  COMMERCIAL COMPONENTS (DoD CONTRACTS) (MAR 2000)
52.245-1          PROPERTY RECORDS (APR 1984)
52.245-2          GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEC
                  1989)
252.245-7001      REPORTS OF GOVERNMENT PROPERTY (MAY 1994)
52.246-25         LIMITATION OF LIABILITY- SERVICES (FEB 1997)
252.246-7001      WARRANTY OF DATA (DEC 1991)
52.249-2          TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
                  (FIXED-PRICE) (SEP 1996)
52.249-13         TERMINATION (COST REIMBURSEMENT) (SEP 1996)
                  (Applies to Cost Reimbursement CLINs only)
52.249-8          DEFAULT (FLXED-PRICE SUPPLY AND SERVICE) (APR 1984)
52.253-1          COMPUTER GENERATED FORMS (JAN 1991)

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                                N00019-01-D-0037
                                   SECTION I
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52.222-42         STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES
                  (MAY 1989)

In compliance with the Service Contract Act of 1965, as amended, and the
regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies
the classes of service employees expected to be employed under the contract and
states the wages and fringe benefits payable to each if they were employed by
the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332.

    THIS STATEMENT IS FOR INFORMATION ONLY: IT IS NOT A WAGE DETERMINATION.

                                Virginia Beach, VA          San Diego, CA
Labor Category                     (NAS Oceana)          (NAS North Island)
--------------------------------------------------------------------------------
First Pilot (Captain)                $20.04                    $20.04
--------------------------------------------------------------------------------
First Officer (Co-pilot)             $17.51                    $17.51
--------------------------------------------------------------------------------
Aircraft Mechanics                   $18.37                    $18.76
--------------------------------------------------------------------------------
Aircraft Mechanic Helper             $14.28                    $15.06
--------------------------------------------------------------------------------
Tools and Parts Attendant            $12.98                    $11.77
--------------------------------------------------------------------------------
Engineering Technician               $24.88                    $24.88
--------------------------------------------------------------------------------
Engineering Technician               $22.64                    $22.64
--------------------------------------------------------------------------------

The labor categories cited above are examples of categories that an offeror may
wish to propose. However, each offeror should propose labor categories that are
appropriate for that offeror's technical approach to performing this effort.

Fringe Benefits (for both Virginia Beach and San Diego): Health & Welfare: $1.92
per hour or $76.80 per week or $332.80 per month.

Vacation: 2 weeks paid vacation after 1 year of service with a contractor or
successor; 3 weeks after 8 years; 4 weeks after 15 years.

Length of service includes the whole span of continuous service with the present
contractor or successor, wherever employed, and with predecessor contractors in
the performance of similar work at the same Federal facility (See 29 CFR 4.173)

Holidays: Minimum of 10 paid holidays per year: New Year's Day, Martin Luther
King Jr.'s Birthday, Washington's Birthday, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day. (A
contractor may substitute for any of the named holidays another day off with pay
in accordance with a plan communicated to the employees involved. (See 29 CFR
4.174)

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                                N00019-01-D-0037
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252.204-7004 REQUIRED CENTRAL CONTRACTOR REGISTRATION (MAR 1998) (DFARS)

(a) Definitions. As used in this clause-

    (l) Central Contractor Registration (CCR) database" means the primary DoD
repository for contractor information required for the conduct of business with
DoD.

    (2) "Data Universal Numbering System (DUNS) number" means the 9-digit number
assigned by Dun and Bradstreet Information Services to identify unique business
entities.

    (3) "Data Universal Numbering System +4 (DUNS+4) number" means the DUNS
number assigned by Dun and Bradstreet plus a 4-digit suffix that may be assigned
by a parent (controlling) business concern. This 4-digit suffix may be assigned
at the discretion of the parent business concern for such purposes as
identifying subunits or affiliates of the parent business concern.

    (4) "Registered in the CCR database" means that all mandatory information,
including the DUNS number or the DUNS+4 number, if applicable, and the
corresponding Commercial and Government Entity (CAGE) code, is in the CCR
database; the DUNS number and the CAGE code have been validated; and all edits
have been successfully completed.

(b) (1) By submission of an offer, the offeror acknowledges the requirement that
a prospective awardee must be registered in the CCR database prior to award,
during performance, and through final payment of any contract resulting from
this solicitation, except for awards to foreign vendors for work to be performed
outside the United States.

    (2) The offeror shall provide its DUNS or, if applicable, its DUNS+4 number
with its offer, which will be used by the Contracting Officer to verify that
the offeror is registered in the CCR database.

    (3) Lack of registration in the CCR database will make an offeror ineligible
for award.

    (4) DoD has established a goal of registering an applicant in the CCR
database within 48 hours after receipt of a complete and accurate application
via the Internet. However, registration of an applicant submitting an
application through a method other than the Internet may take up to 30 days.
Therefore, offerors that are not registered should consider applying for
registration immediately upon receipt of this solicitation.

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                                 Page 63 of 65
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                                N00019-01-D-0037
                                   SECTION I
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(c) The Contractor is responsible for the accuracy and completeness of the data
within the CCR, and for any liability resulting from the Government's reliance
on inaccurate or incomplete data. To remain registered in the CCR database after
the initial registration, the contractor is required to confirm on an annual
basis that its information in the CCR database is accurate and complete.

(d) Offerors and contractors may obtain information on registration and annual
confirmation requirements by calling 1-888-227-2423, or via the Internet at
http://www.edi.disa.mil.

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                                 Page 64 of 65
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                                N00019-01-D-0037
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SECTION J - LIST OF ATTACHMENTS

   Exhibit                Title                                  Pages
   -------                -----                                  -----
     (A)          DD Form 1423, Contract Data Requirements List  4 + Attachments


Attachment No.    Title                                          Pages
--------------    -----                                          -----
     (1)          Government Furnished Equipment/Facilities List   3

     (2)          DD Form 1149 (GFE Tracking/Inventory)            2

     (3)          Certification of Services (See Section G,        1
                  clause 5252.232-9000 I Submission of Invoices
                  (Fixed Price) (Jul 1992) - Alternate I (Jul 1992))

     (4)          DD Form 254 Contract Security Classification   2 + Attachments
                  Specification

     (5)          DOL Wage Determination                           3

     (6)          Small Business Subcontracting Plan               *

     *The Subcontracting Plan shall be incorporated into subject contract within
     120 days after contract award.

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                                 Page 65 of 65
<PAGE>
              This form was electronically produced by Elite Federal Forms, Inc.

CONTRACT DATA REQUIREMENTS LIST                         Form Approved
        (1 Data Item)                                   OMB No. 0704-0188

Public reporting burden for this collection of information is estimated to
average 110 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Records, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project,
(0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to either of
these addresses. Send completed form to the Government issuing Contracting
Officer for the Contract/PR No. listed in Block E.

A. CONTRACT LINE ITEM NO.  B. EXHIBIT    C. CATEGORY:
                                            TDP _____ TM _____ OTHER ___________
--------------------------------------------------------------------------------
D. SYSTEM/ITEM      E. CONTRACT/PR NO.   F. CONTRACTOR
          CAS                                            TBD
--------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM     3. SUBTITLE      17. PRICE GROUP
   A001             Contractor's Progress,
                    Status, and Management
                    Report
--------------------------------------------------------------------------------
4. AUTHORITY (Data Acquisition document No.)   5. CONTRACT REFERENCE
       D1-MGMT-80227
6. REQUIRING OFFICE                                         18. ESTIMATED
       PMA-207.5A6                                              TOTAL PRICE
--------------------------------------------------------------------------------
7. DD 250 REQ.     9. DIST STATEMENT    10. FREQUENCY    12. DATE OF FIRST
     N/A              REQUIRED              Monthly          SUBMISSION
--------------------------------------------------------------------------------
8. APP CODE                             11. AS OF DATE   13. DATE OF SUBSEQUENT
     N/A                                                        SUBMISSION
--------------------------------------------------------------------------------
                                             14.   DISTRIBUTION
                                                                  b. COPIES
                                                a. ADDRESSEE          Final
                                                              Draft ------------
                                                                    Reg  Repro
--------------------------------------------------------------------------------
16. REMARKS                                       PMA-207.5A6         1
BLOCK 12: 10th of the month following Contract  NAWCAD4.11.10.2       1
Award.
BLOCK 13: 10th of each month following.         RDT&E Schedules   1   1

The contractor shall provide the Commercial          FFVC             1
Air Services Status Report Contract Line Item        FFSD             1
(CLIN/SUBCLIN) as follows:

Type Mission: Specify hours flown by type         FIWC Ltl Creek      1
mission.
User: Specify hours flown user by type             AIR 2.4.3.1        1
mission.
Reimbursable Expenses: List dollars invoiced.
Days Available/Nonavailable: List in days and/or
hours, and dollar amount.
Total Hours: Total hours flown.
Total Dollars: Total dollars invoiced.
Subtotals: Total for each data element during
this reporting period by user and type mission.
Grand Total this Period: Total for each data
element during this reporting period.
Grand Total to Date: Total for each data element
for year to date.
Targets: By type target, list inventory, targets
expended, targets remaining, missions flown, and
average mission per target for this period and for
total to date.
ACRN Accounting: For each ACRN, list hours flown,
reimbursable expenses, and dollars invoiced by
type mission.
Delivery Order Accounting: List expenditures and
balances remaining by line of accounting for each
delivery order.

Contract format is acceptable with government approval.
Electronic distribution is preferred. Recipient addresses
will be provided at Post Award Conference.








                                                15. TOTAL         1   7
--------------------------------------------------------------------------------
G. PREPARED BY          H. DATE         I. APPROVED BY          J. DATE
--------------------------------------------------------------------------------
DD Form 1423-1 JUN 90   Previous editions are obsolete  Page 1 of 1 Pages
                                                                     Exhibit (A)

<PAGE>
DATA ITEM DESCRIPTION Form Approved OMB No. 0704-0188
--------------------------------------------------------------------------------
Public reporting burden for this collection of information is estimated to
average 110 hours per response, including the time reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Washington Headquarters
Services, Directorate for Information Operations and Reports, 1215 Jefferson
Davis Highway, Suite 1204, Arlington, VA 22202-4302, and to the Office of
Management and Budget, Paperwork Reduction Project, (0704-0188), Washington, DC
20503.
--------------------------------------------------------------------------------
1. TITLE 2. IDENTIFICATION NUMBER Contractor's Progress, Status, and Management
Report DI-MGMT-80227
--------------------------------------------------------------------------------
3. DESCRIPTION / PURPOSE The Contractor's Progress and Management Report
indicates the progress of work and the status of the program and of the assigned
tasks, reports costs, and informs of existing or potential problem areas.
--------------------------------------------------------------------------------
4 APPROVAL DATE       5. OFFICE OF PRIMARY RESPONSIBILITY (OPR)
  (YYMMDD)
  860905
6a. DTIC APPLICABLE   6b. GIDEP APPLICABLE
--------------------------------------------------------------------------------
7. APPLICATION/INTERRELATIONSHIP

This Data Item Description (DID) contains the format and content preparation
instructions for the data product generated by the specific and discrete task
requirement for this data included in the contract.

This DID may be applied in any contract and during any program phase.

This DID supersedes Dl-A-2090A, Dl-A-3025A, UDI-A-22050B, UDI-A-22052A,
UDI-A-23960, Dl-A-30024, and Dl-A-30606.

Paragraphs 10.3.f, 10.3.g, and 10.3.h herein should be tailored on DD For 1423
when such cost data is already submitted through a sophisticated cost reporting
system under the contract.
--------------------------------------------------------------------------------
8. APPROVAL LIMITATION     9a. APPLICABLE FORMS     9b. AMSC NUMBER
                                                           N3947
--------------------------------------------------------------------------------
10. PREPARATION INSTRUCTIONS

CONTRACT - This data item is generated by the contract which contains a specific
and discrete work task to develop this data product.

FORMAT - This report shall be typewritten on standard size (e.g. 8 1/2" by 11"]
white paper, and securely stapled. Pages shall be sequentially numbered. AlL
attachments shall be identified and referenced in the test of the report. The
report shall be prepared in the 3 contractors format and shall be legible and
suitable for reproduction.

CONTENT - The report shall include:

a. A front cover sheet which includes the contractor's name and address, the
contract number, the nomenclature of the system or program, the data of the
report, the period covered by the report, the title of the report, either the
serial number of the report or the Contract Data Requirements List (CDRL)
sequence number, the security classification, and the name of the issuing
Government activity;

b. Description of the progress made against milestones during the reporting
period;

c. Results, positive or negative, obtained related to previously-identified
problem areas, with conclusions and recommendation;

d. Any significant changes to the contractor's organization or method of
operations, to the project management network, or to the milestone chart;

e. Problem areas affecting technical or scheduling elements, with background and
any recommendations for solutions beyond the scope of the contract;

f. Problem areas affecting cost elements, with background and any
recommendations for solutions beyond the scope of the contract;

g. Cost curves showing actual and projected conditions throughout the contract;

h. Any cost incurred for the reporting period and total contractual expenditures
as of reporting date;
--------------------------------------------------------------------------------
11. DISTRIBUTION STATEMENT

Electronic distribution is preferred. Recipient addresses will be provided at
Post Award Conference.
--------------------------------------------------------------------------------
DD Form 1664, APR 89      Previous editions are obsolete.  Page 1 of 2 Pages
S/N 0102-LF-007-3000
This form was electronically produced by Elite Federal Forms, Inc.
                        *U.S. Government Printing Office: 1989-704-010/00809 2-1

<PAGE>
Mailing addresses for Contract Data Requirements List (CDRL), Data Item Nos.
A00l through A004:

            Addressee                                       ''
(Refer to Block 14a of DD Form 1423's)           Mailing Address
--------------------------------------------------------------------------------
PMA-207.5A6                              NAVAIRSYSCOMHQ
                                         Code: PMA-207-5A6
                                         Bldg. 419, Unit 8
                                         46990 Hinkle Circle
                                         Patuxent River, MD 20670
--------------------------------------------------------------------------------
NAWCAD 4.11.10.2                         Navigation Combat Identification
                                         Attn 4.11.10.2/Charlie
                                         NAWCAD
                                         Bldg. 110, Unit 1, Suite 1A
                                         22777 Saufley Road
                                         Patuxent River, MD 20670
--------------------------------------------------------------------------------
RDT&E Schedules                          Navigation Combat Identification
                                         Attn: 4.11.10.2/Holcomb
                                         NAWCAD
                                         Bldg. 110, Unit 1, Suite 1A
                                         22777 Saufley Road
                                         Patuxent River, MD 20670
--------------------------------------------------------------------------------
FFCV                                     FACSFAC
                                         601 Oceana Blvd.
                                         Virginia Beach, VA 23460
--------------------------------------------------------------------------------
FFSD                                     FACSFAC
                                         Box 357062
                                         Naval Air Station, North Island
                                         San Diego, CA 92135
--------------------------------------------------------------------------------
FIWC Ltl Creek                           Commander Officer
                                         Fleet Information Warfare Center (FIWC)
                                         Attn: Nico Over
                                         2555 Amphibious Base
                                         NorfoLk, VA 23521-3225
--------------------------------------------------------------------------------
AIR 2.4.3.1                              Naval Air Systems Command
                                         Attn: 2.4.3.1
                                         Bldg. 441, Unit 7
                                         21983 Bundy Road
                                         Patuxent River, MD 20670
--------------------------------------------------------------------------------
744000A                                  NAWCAD
                                         Bldg. 463, Unit # CMCC
                                         22514 McCoy Road
                                         Patuxent River, MD 20670
--------------------------------------------------------------------------------

<PAGE>
              This form was electronically produced by Elite Federal Forms, Inc.

CONTRACT DATA REQUIREMENTS LIST                         Form Approved
        (1 Data Item)                                   OMB No. 0704-0188

Public reporting burden for this collection of information is estimated to
average 110 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project,
(0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to either of
these addresses. Send completed form to the Government issuing Contracting
Officer for the Contract/PR No. listed in Block E.

A. CONTRACT LINE ITEM NO.  B. EXHIBIT    C. CATEGORY:
                                            TDP _____ TM _____ OTHER ___________
--------------------------------------------------------------------------------
D. SYSTEM/ITEM      E. CONTRACT/PR NO.   F. CONTRACTOR
--------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM     3. SUBTITLE      17. PRICE GROUP
   A002             Contract Summary Report
--------------------------------------------------------------------------------
4. AUTHORITY (Data Acquisition document No.)   5. CONTRACT REFERENCE

6. REQUIRING OFFICE                                         18. ESTIMATED
                                                                TOTAL PRICE
--------------------------------------------------------------------------------
7. DD 250 REQ.     9. DIST STATEMENT    10. FREQUENCY    12. DATE OF FIRST
     N/A              REQUIRED              Bi-weekly         SUBMISSION
--------------------------------------------------------------------------------
8. APP CODE                             11. AS OF DATE   13. DATE OF SUBSEQUENT
                                                                SUBMISSION
--------------------------------------------------------------------------------
                                             14.   DISTRIBUTION
                                                                  b. COPIES
                                                a. ADDRESSEE          Final
                                                              Draft ------------
                                                                    Reg  Repro
--------------------------------------------------------------------------------
16. REMARKS                                       PMA-207.5A6         1

Contractor must provide at a minimum, the       NAWCAD4.11.10.2       1
following information:                          RDT&E Schedules   1   1
                                                    FFVC              1
Number of hours assigned, funded, and               FFSD              1
available for each flight hour contract item.    FIWC Ltl Creek       1

Number of flight hours funded, flown, and
available under each delivery order.

Number of yours funded, flown, and available
for all delivery orders combined.

Last assigned invoice number submitted for
signature approval to each scheduling office
and the last assigned modification number
approved under each delivery order.

Baseline percentage for each contract line item
and annotate if hours are above or below
baseline.

List of all invoices submitted and status of
Pending "P" or Approved "A". If invoice is
pending, an explanation must be provided.

Detail of each invoice other than flight hours
for each delivery order for each contract line
item.

Electronic distribution is preferred. Recipient
addresses will be provided at Post Award
Conference.









                                                15. TOTAL         1   6
--------------------------------------------------------------------------------
G. PREPARED BY          H. DATE         I. APPROVED BY          J. DATE
--------------------------------------------------------------------------------
DD Form 1423-1 JUN 90   Previous editions are obsolete  Page 1 of 1 Pages


<PAGE>
              This form was electronically produced by Elite Federal Forms, Inc.

CONTRACT DATA REQUIREMENTS LIST                         Form Approved
        (1 Data Item)                                   OMB No. 0704-0188

Public reporting burden for this collection of information is estimated to
average 110 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project,
(0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to either of
these addresses. Send completed form to the Government issuing Contracting
Officer for the Contract/PR No. listed in Block E.

A. CONTRACT LINE ITEM NO.  B. EXHIBIT    C. CATEGORY:
                                            TDP _____ TM _____ OTHER ___________
--------------------------------------------------------------------------------
D. SYSTEM/ITEM      E. CONTRACT/PR NO.   F. CONTRACTOR
          CAS                                            TBD
--------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM     3. SUBTITLE      17. PRICE GROUP
   A003             Contractor/Contract
                    Fuel Tracking
--------------------------------------------------------------------------------
4. AUTHORITY (Data Acquisition document No.)   5. CONTRACT REFERENCE

6. REQUIRING OFFICE                                         18. ESTIMATED
       PMA-207.5A6                                              TOTAL PRICE
--------------------------------------------------------------------------------
7. DD 250 REQ.     9. DIST STATEMENT    10. FREQUENCY    12. DATE OF FIRST
     N/A              REQUIRED              bi-weekly         SUBMISSION
--------------------------------------------------------------------------------
8. APP CODE                             11. AS OF DATE   13. DATE OF SUBSEQUENT
     N?A                                                        SUBMISSION
--------------------------------------------------------------------------------
                                             14.   DISTRIBUTION
                                                                  b. COPIES
                                                a. ADDRESSEE          Final
                                                              Draft ------------
                                                                    Reg  Repro
--------------------------------------------------------------------------------
16. REMARKS                                       PMA-207.5A6         1
BLOCK 12: Two week following Contract Award.    NAWCAD4.11.10.2       1
BLOCK 13: Every two weeks following.            RDT&E Schedules   1   1
                                                    FFVC              1
Contractor must provide at a minimum, the           FFSD              1
following information:                          FIWC Ltl Creek        1

Date of services.
Call Sign of receiving aircraft.
Bureau Number of receiving aircraft.
Event number if applicable.
Flight log number if applicable.
Fuel usage in gallons and/or pounds.
Flight hours.
OPAREA for air re-fueling.
Ground fueling location.
Any applicable receipts/paperwork.
Ticket number if receipt is unavailable.
Other applicable charges and receipts (i.e.,
airport usage, service charges, etc.)
Contractor format is acceptable with government
approval.
Electronic distribution is preferred. Recipient
addresses will be provided at Post Award
Conference.










                               /s/(?)           15. TOTAL         1   6
--------------------------------------------------------------------------------
G. PREPARED BY          H. DATE         I. APPROVED BY          J. DATE
--------------------------------------------------------------------------------
DD Form 1423-1 JUN 90   Previous editions are obsolete  Page 1 of 1 Pages

<PAGE>
              This form was electronically produced by Elite Federal Forms, Inc.

CONTRACT DATA REQUIREMENTS LIST                         Form Approved
        (1 Data Item)                                   OMB No. 07044188
Public reporting burden for this collection of information is estimated to
average 110 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports, 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302, and
to the Office of Management and Budget, Paperwork Reduction Project,
(0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to either of
these addresses. Send completed form to the Government issuing Contracting
Officer for the Contract/PR No. listed in Block E.

A. CONTRACT LINE ITEM NO.  B. EXHIBIT    C. CATEGORY:
                               TDP _____ TM _____ OTHER ___________ S (SECURITY)
--------------------------------------------------------------------------------
D. SYSTEM/ITEM      E. CONTRACT/PR NO.   F. CONTRACTOR
-------------------------------------------------------------------------------
1. DATA ITEM NO. 2. TITLE OF DATA ITEM     3. SUBTITLE      17. PRICE GROUP
   A004             Operations Security
                    (OPSEC) Plan
--------------------------------------------------------------------------------
4. AUTHORITY (Data Acquisition document No.)   5. CONTRACT REFERENCE
       DI-MGMT-80934
6. REQUIRING OFFICE                                         18. ESTIMATED
       NAWCAD 7.4.4                                            TOTAL PRICE
--------------------------------------------------------------------------------
7. DD 250 REQ.     9. DIST STATEMENT    10. FREQUENCY    12. DATE OF FIRST
                      REQUIRED                               SUBMISSION
--------------------------------------------------------------------------------
8. APP CODE                             11. AS OF DATE   13. DATE OF SUBSEQUENT
                      B                                          SUBMISSION
--------------------------------------------------------------------------------
                                             14.   DISTRIBUTION
                                                                  b. COPIES
                                                a. ADDRESSEE          Final
                                                              Draft ------------
                                                                    Reg  Repro
--------------------------------------------------------------------------------
16. REMARKS                                     744000A       1   1   0
Block 4: Delete references in DI-MGMT-80934.    NAWCAD4.11.10.2       1
Instead use the definition of sensitive
information given in Public Law 100-235; use
National Security Directive (NSDD) 298 for the
concept of Operations Security.

Block 9: Apply and use distribution statements
in accordance with the Distribution Statement
Attachment to this contract. See SECNAVINST
5510.36, Chapter 8 for guidance.

Blocks 11, 12 & 13: Preliminary draft plan due
90 days DAC. Final due 45 days after government
approval of draft. Revisions are required after
approval of final plan only to comply with
Government Data Protection Policy Documents
revision.










                                                15. TOTAL     1   2   0
--------------------------------------------------------------------------------
G. PREPARED BY          H. DATE         I. APPROVED BY          J. DATE
--------------------------------------------------------------------------------
DD Form 1423-1 JUN 90   Previous editions are obsolete  Page 1 of 1 Pages

<PAGE>
                DATA ITEM DESCRIPTION                   Form Approved
                                                       OMB No. 0704-0188

Public reporting burden for this collection of information is estimated to
average 110 hours per response, including the time reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports (0704-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA
22202-4302, and to the Office of Management and Budget, Paperwork Reduction
Project, (0704-0188), Washington, DC 20503. Please DO NOT RETURN your form to
either of these addresses. Send completed form to the Government issuing
Contracting Officer for the Contract/PR No. listed in Block E.
--------------------------------------------------------------------------------
1. TITLE                                2. IDENTIFICATION NUMBER
OPERATIONS SECURITY (OPSEC) PLAN                        DI-MGMT-80934
--------------------------------------------------------------------------------
3. DESCRIPTION / PURPOSE

3.1 The OPSEC Plan describes the methods to: (1) Identify OPSECF security
responsibilities and requirements, (2) Define overall OPSEC security standard
practice procedures, (3) identify potential problem areas and determine
solutions, and (4) Develop OPSEC security awareness inputs into the overall
system security process.

3.2 The Plan is utilized to identify and monitor a contractor's OPSEC activities
during performance of the contract.
--------------------------------------------------------------------------------
4 APPROVAL DATE       5. OFFICE OF PRIMARY RESPONSIBILITY (OPR)
  (YYYYMMDD)                    NAWCAD 7.4.4

6a. DTIC APPLICABLE   6b. GIDEP APPLICABLE
--------------------------------------------------------------------------------
7. APPLICATION/INTERRELATIONSHIP

7.1 This DID contains the format and content preparation instructions for the
data product generated by the specific and discrete task requirement delineated
in the contract.

7.2 The DID is applicable only when the contracting activity determines that the
sensitivity of the contract warrants the effort.

7.3 The initial submission may be broad in scope; however, the level of detail
increases as the work progresses to the point that any security-related question
will be addressed in the Plan.

7.4 The contractor's implementation of the OPSEC Plan, approved by the
contracting agency, is also subject to joint inspection by the Defense Security
Service and the contracting agency.
--------------------------------------------------------------------------------
8. APPROVAL LIMITATION     9a. APPLICABLE FORMS     9b. AMSC NUMBER
--------------------------------------------------------------------------------
10. PREPARATION INSTRUCTIONS
10.1 REFERENCE DOCUMENTS: The applicable issue of the document cited herein,
including their approval dates and dates of any applicable amendments, notices
and revisions shall be as specified in the contract.
10.2 FORMAT: The OPSEC Plan format shall be contractor selected. Unless
effective presentation would be degraded the initially used format arrangement
shall be used for all subsequent submissions.
10.3 CONTENT: The OPSEC Plan shall include the results of the five-step OPSEC
analysis described therein including those applicable to the specific contract.
10.3.1 GENERAL: The OPSEC Plan shall contain details of the OPSEC management
concept to include contract identification assignment of responsibilities,
definition of milestones with target dates, provisions for continuous analysis,
and periodic revision as the contract activities evolve and become more
specific and detailed.
10.3.2: THREAT: The OPSEC Plan shall contain the threat provided by the
contracting activity applicable to the specific contract activities.
10.3.3: SENSITIVE ASPECTS OF THE CONTRACT: The OPSEC Plan shall contain an
overview of all activities, operations, tests, etc. to be undertaken in the
performance of the contract; identify those in which classified information will
manifest itself; identify the topics of the classification guide that specify
the information is classified, determine how, where, and when the classified
information is embodied in the hardware, software, or operations; determine what
type access (visual, physical, possession, etc.) permits knowledge of the
classified information, what tools/equipment/capability are required, and the
specific national defense advantage provided by the information if it is
protected. Based on the above analysis, an Essential Elements of Friendly
Information (EEFI) List shall be prepared. This list is to include all the
information considered "essential". to the success of the effort, all the
information that must be protected to preserve the military advantage
potentially provided by the effort. Additionally, the list shall include all the
activities, operations, tests, etc. that could reveal the "essential"
information to foreign intelligence services (FIS).
10.3.4 VULNERABILITIES: The OPSEC Plan shall contain vulnerabilities derived by
comparing threat to sensitive activities to determine which sensitive activities
can be observed by FIS. "Observe" is defined to include all physical and
chemicalproperties that can be noted and recorded by any type of sensor to
includeTEMPEST concerns. The instructions in the Industrial OPSEC Guide shall be
followed to identify potential TEMPEST vulnerabilities.
10.3.5 COUNTERMEASURES: The OPSEC Plan shall include the protective measure
deemed appropriate for each vulnerability.
--------------------------------------------------------------------------------
11. DISTRIBUTION STATEMENT

DISTRIBUTION STATEMENT B.

DD FORM 1664, AUG 96 PREVIOUS EDITION MAY BE USED. Page O1 of O1 Pages

This form was electronically produced by Elite Federal Forms, Inc.

<PAGE>
SECTION C - LANGUAGE

Item XXXX - The OPSEC program to be furnished under this Item will be furnished
pursuant to the requirements provided herein:

   a. The contractor is required to provide Operations Security (OPSEC)
      protection for all classified information and sensitive information,
      pursuant to the National Security Decision Directive 298 of 22 January
      1988. The current editions of DoD Manual 5200.1-R and OPNAVINST 3432 shall
      be used as guidance. In order to meet this requirement, the contractor
      shall develop, implement, and maintain a facility level OPSEC program in
      accordance with exhibit __ to protect classified and sensitive information
      to be used at a contractor's and subcontractor's facilities during the
      performance of this contract.

   b. The Contractor is responsible for subcontractor implementation of the
      OPSEC program requirements for this contract.

Item XXXX - The data called for hereunder shall be provided in accordance with
the Exhibit_____. The contractor's OPSEC program is to be described in a
facility level OPSEC* planning document. The contractor will submit the document
to the Government for approval.

*Note: If an option other than a facility level OPSEC plan is selected for this
contract, replace "facility level OPSEC" with the appropriate option.

<PAGE>
DRAFT ONLY

                        OPERATIONS SECURITY (OPSEC) PLAN

                                    FOR THE

                               (PROGRAM/PROJECT)

                              CONTRACT NO. xxxxxx

                             CDRL REFERENCE NO. XXXX

                                     DATE:

                                 SUBMITTED TO:

                                  PREPARED BY:

                             DISTRIBUTION STATEMENT

                             FOR OFFICIAL USE ONLY
<PAGE>
DRAFT ONLY

                               TABLE OF CONTENTS

Paragraph               Title                                   Page
---------               -----                                   ----
1.0                     Purpose
2.0                     Policy
3.0                     Scope
4.0                     Background
5.0                     Responsibilities
6.0                     Operations Security (OPSEC)
6.1                     Critical Information
6.2                     Threat
6.3                     Vulnerabilities
6.4                     Risk Assessment
6.5                     Countermeasures
7.0                     FOR OFFICIAL USE ONLY/Sensitive Information
8.0                     Public Release
9.0                     Education and Awareness
10.0                    Point of Contact

                              FOR OFFICIAL USE ONLY
<PAGE>
DRAFT ONLY

                            Operations Security Plan

1.0 Purpose
    (Usually to establish an OPSEC program for the organization and to direct
its implementation.)

2.0 Policy
    (State the policy of the organization with regard to protection of
information)

3.0 Scope
    (What the program includes, i.e., classified and unclassified programs; list
exceptions, if any.)

4.0 Background
    (Program description and parties involved, i.e., NAWCAD PAX, prime
contractor, subcontractors)

5.0 Responsibilities
    (OPSEC is the responsibility of everyone assigned to the program. Who is
responsible for the overall OPSEC program and who will be responsible for
implementation and monitoring of all aspects including revisions and training.)

6.0 Operations Security (OPSEC)
    (Basic OPSEC philosophy and approach)

    What is OPSEC?
    OPSEC is a systematic and proved process by which the U.S. Government and
its supporting contractors can deny to potential adversaries information about
capabilities and intentions by identifying, controlling, and protecting
generally unclassified evidence of the planning and execution of sensitive
Government activities. The OPSEC process is most effective when fully integrated
into all planning and operational processes. The OPSEC process involves five
steps: identification of critical information, analysis of threats, analysis of
vulnerabilities, assessment of risk, and application of appropriate
countermeasures.

    Generally unclassified evidence of the planning and execution of sensitive
Government activities could include otherwise unprotected engineer and computer
science networking; technology development; technology application(s); and RDT&E
thrusts. Other sensitive information that could provide adversaries with insight
to critical secrets could include such events as part ordering; prime and
subcontractor communications; test and evaluation; and shipping of
deliverables. OPSEC usually is concerned with those necessary peripheral actions
and events that must occur, but which may also provide a tip-off to the
adversary. OPSEC applications rarely affect what occurs, but does affect how
things occur, and can be of enormous help in the planning process. OPSEC does
not evaluate the effectiveness of traditional security countermeasures. Rather,
it assumes that such measures are in place and effective, and concentrates on
what is unprotected by those measures.

6.1 Critical Information
    (Critical Information is information about friendly intentions,
capabilities, or activities that must be protected from loss to keep an
adversary from gaining a significant military, economic, political, or
technological advantage. The process begins with an examination of the totality
of an activity to determine what exploitable but unclassified evidence of
classified or sensitive activity is vulnerable to adversary

                             FOR OFFICIAL USE ONLY
<PAGE>
DRAFT ONLY

acquisition in light of the known collection capabilities of potential
adversaries. Such evidence is usually derived from openly available data.
Certain indicators may be pieced together or interpreted to discern critical
information. Indicators commonly stem from the routine administrative, physical,
or technical actions taken to prepare for or execute a plan or activity. This
section should include, but also expand upon, the data provided by the
government sponsor. It should include critical information relating to such
things as manufacturing processes or proprietary data or operations that could
allow an adversary necessary data to acquire the critical information
specified by the government sponsor.)

6.2 Threat
    (The plan should contain the threat information provided by the government
and any other pertinent information known to the program or activity officials
specifying known threat to their location, personnel, information, or
operations. Threat should be tailored to both the information and locations
identified as critical to the sponsor and the program or activity. An essential
part of this section should be a thorough analysis of the available open-source
information concerning both the program/activity's and sponsor's operations in
similar efforts and technologies. The threat to U.S. Government activities
continues. The political changes that took place in eastern Europe have
certainly changed the focus of U.S. concerns from a nuclear-centered threat to
an economic-centered threat, but the potential for grave harm to the
U.S. continues. Although it is a less cataclysmic climate, the ultimate result
is the same. Information about specific adversary capabilities is available from
the NAWCAD OPSEC Officer. This includes, but not limited to, information on
organizations such as the Russian Foreign Intelligence Service (SVRR); People's
Republic of China (PRC); Intelligence services of countries friendly to U.S.
interests; competitors in the economic world; or efforts by narcotraffickers or
terrorist groups.)

6.3 Vulnerabilities

    (OPSEC vulnerabilities are normally found in the processes and procedures
routinely used by organizations. This section should discuss the process by
which vulnerabilities to critical information will be determined. This section
will become more focused as the program/activity matures. This part of the plan
will require periodic updating based on new threat information and changes in
the scope of the program/activity. Determining vulnerabilities involves a
systematic analysis of how an operation or activity is actually conducted by the
primary and supporting organizations. The organization and activity must be
viewed as an adversary might view it. Actions and things that can be observed,
or other data that can be interpreted or pieced together to drive critical
information, must be identified. These potential vulnerabilities must be matched
with specific threats. Once you determine what an adversary needs to know and
where that information is available, it is necessary to determine if it is
possible that the adversary could acquire and exploit the information in time to
capitalize on it. If so, a vulnerability exists.)

    6.4 Risk Assessment (This section should document the requirement for and
the process of evaluating the threats to and vulnerabilities of the
program/activity. It should be remembered that the purpose of risk assessment is
to give an educated opinion or calculation on the probability of critical
information loss and its impact, as a guide in taking action. Risk Assessment is
essentially the process of balancing a vulnerability against the threat, the
deciding if the resultant risk warrants application of countermeasures. The
determination of risk is a demanding step in the OPSEC process. It requires a
degree of subjective decision making based on the best estimate of an
adversary's intentions and capabilities. Included in the assessment of an
adversary's capability is not only his ability to collect the information but
also his capability to process and exploit (evaluate, analyze, interpret) in
time to make use of the information. In order to complete the risk assessment,
it is necessary to combine this information (i.e., the possibility of the
adversary exploiting the information, with the resultant impact on the
organization or program). This process should result in a list of
recommendations along with an estimate of the reduced impact upon the operation
achieved through their application. The decision maker can then weigh the cost
of recommended OPSEC measures in terms of resources and operational
effectiveness against the impact of the loss of the critical information.)

                             FOR OFFICIAL USE ONLY
<PAGE>
DRAFT ONLY

6.5 Countermeasures
    (For each identified vulnerability, a short list of potential
countermeasures should be developed. A detailed assessment of the cost of
implementing each countermeasure, the possible impact of not implementing, and
appropriate milestones should be provided. Cost should include both direct and
indirect monetary impacts. Measures such as cover, counterimagery, and deception
may also be recommended. It should be noted, however, that some measures are
very costly. A countermeasure is anything that effectively negates an
adversary's ability to exploit vulnerabilities. the most effective
countermeasures are simple, straightforward, procedural adjustments that
effectively eliminate or minimize the generation of indicators. Following a
cost-benefit analysis, countermeasures are implemented in priority order to
protect vulnerabilities having the most significant impact on the organization,
as determined by the appropriate decision maker.

7.0 FOR OFFICIAL USE ONLY/Sensitive Information
    FOR OFFICIAL USE ONLY and/or sensitive information control, destruction,
transmission, dissemination, storage, and marking requirements must be stated.
This information must be secured in a locked office, desk, cabinet, and/or
facility. Open storage or unlimited access by individuals at any location is not
authorized (normally, corporate proprietary information control procedures a
sufficient).

8.0 Public Releases
    Any public release of information must be approved by the NAWC OPSEC Officer
and the Public Affairs Officer. Public release is, but not limited to,
publication of articles in sales medium or media, symposia, conferences, etc.
involving DoD programs/projects or activities.

9.0 Education and Awareness
    (Outline how you will educate your employees about OPSEC and this Plan This
training must be accomplished at least once a year. How will you document this
training and who is responsible.)

10.0 Point of Contacts
    (Who is the focal point in your company for OPSEC (working level))

                            FOR OFFICIAL USE ONLY

<PAGE>
document, the statement "THIS DOCUMENT CONTAINS NATO RESTRICTED INFORMATION"
shall be marked on the cover or first page. NATO documents will have overall
markings on first, back, and all other pages and portion markings for
paragraphs, sections, appendices, etc.

    REPRODUCTION. User Offices shall return all NATO Secret to the Control Point
for reproduction. Control Points shall review requests for reproduction of NATO
material to ensure that only the material that is authorized for local
reproduction and essential in "intent and quantity to mission accomplishment" is
reproduced. All reproduced NATO Secrets must be entered in the accountability
system through the Control Point, and must be assigned a copy number. NATO
Confidential, NATO Restricted and NATO Unclassified may be reproduced on
authorized equipment by the holder of the material. Equipment must be
designated by the Control Point for the reproduction of NATO material, including
the restraints for reproduction, and be included in the end of the day check.

    SAFEGUARDING and STORAGE. Storage equipment standards for NATO Confidential
and above are the same as U.S. material of equivalent level of classification.
NATO classified material shall be segregated from non-NATO material. This can be
by separate -containers, separate drawers, or file dividers within the same
drawer. NATO Restricted and NATO Unclassified may be stored in a locked filing
cabinet, desk or building to provide adequate after hour's protection. User
Offices will ensure that when NATO classified material is removed from storage,
it will have coversheets attached and is kept under constant surveillance in
such a manner as to prevent observation of the contents. An End-of-Day check
using the SF701, Activity Security Checklist, shall be established in each area
where NATO is stored to ensure that NATO classified is properly secured at the
close of each working day. The SF702, Security Container Checksheet, will be
used to annotate opening and closing of the container

    NATO COMBINATIONS. NATO combinations must be changed annually or in the
event a custodian permanently departs or no longer requires access, combinations
have been or suspected of being compromised, or when containers are first put
into use and taken out of use. Control Points are required to maintain User
Officest NATO combinations. If a security container stores ONLY NATO, the
combination must be controlled and accounted for through 53 the Control Point.
NATO combination records will be maintained on a SF700, and will be marked up to
the highest level of information in the security container. The SF700 will be
marked "NATO (Classification) Access Required" in addition to the highest U.S.
equivalent level stored in that container.

    TRANSMISSION. User Office shall transmit all NATO Secret and below through
the Control Point, inside and outside the command.

    PACKAGING. NATO Confidential and above shall be transmitted in strong double
wrapped and sealed opaque covers, stamped with the appropriate NATO
classification and correct sender and receiver addresses. The outer wrap must
bear correct sending and receiving addresses and shall not indicate
classification. A locked brief case may serve as the outer wrap while within
the command. NATO Restricted- and NATO Unclassified may be sent in a single
wrap.

<PAGE>
    RECEIPTS. User Office will include a receipt with all NATO Secret when
transferring custody back to the Control Point.

    HANDCARRY. NATO Classified can be handcarried between offices of the same
buildings with only coversheets attached. If an urgent situation arises, the
same procedures authorized for the hand carriage of U.S. material of an
equivalent level of classification must be followed. User Offices must
coordinate with the Control Point who is responsible for coordinating the
courier authorization and providing a courier brief to the person handcarrying
NATO classified. Commercial Air Authorization letters must be prepared to
handcarry classified onboard commercial aircraft. NATO Classified may be
handcarried across international borders to an U.S. organization at NATO or in a
NATO member nation, which shall transfer to the intended NATO recipient.
Coordination must be made through the Control Point to ensure requirements for
handcarrying classified overseas are met.

    DESTRUCTION. User Offices shall ensure all NATO Secret is returned to the
Control Point for destruction. Destruction certificates are required to be
maintained by the Control Point for destruction of NATO Secret. Two witnesses
are required for destruction of NATO Secret. One witness must be the NATO
Control Officer. Destruction certificates are required for superseded pages as
well. Destruction certificates shall be maintained for at least three full years
by the Control Point from the date of the destruction. NATO Confidential and
NATO Restricted may be destroyed on authorized equipment by the holder of the
material. Destruction certificates are not required for NATO Confidential and
below. NATO Unclassified must be torn into four pieces or put into the recycle
bin. An Emergency Plan will be prepared for each User Office by the Control
Point, and distributed to all NATO cleared individuals who have access to
containers stonug NATO. The Control Point will also advise User Offices to
continually review material to determine if it can be destroyed.

    INSPECTIONS/INVENTORIES. The Control Point will conduct annually inventory
and ensure that User Offices are in compliance with all governing instructions.
User Offices that 53 retain NATO Secret for more than one year will be given an
extension or retention renewal memorandum from the Control Point.

    EDUCATION. The Control Point is responsible for establishing a training
program for all User Offices regarding procedures to safeguard and control
access to all NATO information and User Office responsibilities.

    AUTOMATED INFORMATION SYSTEMS (AIS). AIS systems that have been accredited
to process U.S. classified information may be used to process NATO information
of the equivalent level. The Information Systems Security Office (7.4.2) should
be contacted for accreditation information and requirements.

    SECURITY VIOLATIONS. All security violations involving NATO material must be
immediately reported to the Command Security Manager and the NATO Control Point
and/or NATO Sub-Registry Control Officer.

<PAGE>
                   NORTH ATLANTIC TREATY ORGANIZATION (NATO)
                        USER OFFICE HANDLING PROCEDURES

PURPOSE. To provide instructions and requirements for the NATO User Office to
implement and ensure NATO regulations are adhered to. NATO User Offices do not
need to be designated in writing. The determination of establishing User offices
will be based upon the need to retain documents for a period of time not to
exceed one year.

RESPONSIBILITIES. The NATO User Office is responsible for the following:

    BRIEFING. Ensure, before giving access to NATO information, that individuals
requiring access have the proper clearance level, NATO access brief, and
need-to-know.

    REFRESHER BRIEFING. Ensure attendance at verbal refresher brief every two
years provided by Control Point.

    DEBRIEFING. NATO debriefings are required when access to NATO Confidential
and above is no longer needed. Notify Control Point of personnel no longer
requiring access for debriefing.

    CONTRACTOR ACCESS. User Offices shall retain copy of Classified Visit
Request and DD254 if they give NATO access to a contractor. NATO briefs can be
given to contractors by the Control Point.

    ACCOUNTABILITY. Control Points shall maintain accountability and control
through the use of a receipting and logging system for all NATO Secret. The
Classified Material Tracking System (CMTS) will be used for these purposes. User
Offices are not required to maintain accountability and control records, but
administrative controls on NATO classified must be maintained to detect loss or
compromise. NATO records must be kept separate from non-NATO records.

    WORKING PAPERS. User Offices shall ensure that all newly generated NATO
material and working papers containing NATO information is marked, controlled,
and accounted for through the Control Point when released outside the
organization, electronically transmitted, retained for more than 90 days from
the date of generation, or permanently filed. Exercise documents containing NATO
Secret must be entered into accountability through the Control Point no later
than 30 days after completion of exercise or destroyed.

    MARKING. U.S. documents containing NATO classified information shall bear
the U.S. classification marking of the highest level within the document.
Declassification and downgrading will indicate that NATO information is exempt
without the prior consent of NATO. The reason to be cited is foreign government
information. If NATO provides downgrading and declassification instructions,
they will be located on front cover. The statement "THIS DOCUMENT CONTAINS NATO
CLASSIFIED INFORMATION" will be affixed to the front cover or first page. The
pages containing NATO shall be marked with the highest level of classification
on that page. When there is NATO Restricted within an unclassified U.S.

<PAGE>
                                                    DoD 5400.7-R, September 1998

                                 C3. CHAPTER 3
                                   EXEMPTIONS

C3.1. GENERAL PROVISIONS

    C3. 1.1. General. Records that meet the exemption criteria of the FOIA may
be withheld from public disclosure and need not be published in the Federal
Register, made available in a library reading room, or provided in response to a
FOLA request.

C3.2. EXEMPTIONS

    C3.2. 1. FOIA Exemptions. The following types of records may be withheld in
whole or in part from public disclosure under the FOIA, unless otherwise
prescribed by law: A discretionary release of a record (see also subsection C
1.5.5., above) to one requester shall prevent the withholding of the same record
under a FOIA exemption if the record is subsequently requested by someone else.
However, a FOLA exemption may be invoked to withhold information that is similar
or related that has been the subject of a discretionary release. In applying
exemptions, the identity of the requester and the purpose for which the record
is sought are irrelevant with the exception that an exemption may not be invoked
where the particular interest to be protected is the requester's interest.
However, if the subject of the record is the requester for the record and the
record is contained in a Privacy Act system of records, it may only be denied to
the requester if withholding is both authorized by DoD 5400. 11-R reference
(v)) and by a FOIA exemption.

        C3.2.1.1. Number 1. (5 U.S.C. 552 (b)(1)) (reference (a)). Those
properly and currently classified in the interest of national defense or foreign
policy, as specifically authorized under the criteria established by Executive
Order and implemented by regulations, such as DoD 5200.1-R (reference (g)).
Although material is not classified at the time of the FOL request, a
classification review may be undertaken to determine whether the information
should be classified. The procedures in reference (g) apply. If the information
qualifies as Exemption 1 information, there is no discretion regarding its
release. In addition, this exemption shall be invoked when the following
situations are apparent:

        C3.2.1.1.1. The fact of the existence or nonexistence of a record
would itself reveal classified information. In this situation, Components shall
neither confirm nor deny the existence or nonexistence of the record being
requested. A

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                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

"refusal to confirm or deny" response must be used consistently, not only when a
record exists, but also when a record does not exist. Otherwise, the pattern of
using a "no record" response when a record does not exist, and a "refusal to
confirm or deny" when a record does exist will itself disclose national
security information.

        C3.2.1.1.2. Compilations of items of information that
are individually unclassified may be classified if the compiled information
reveals additional association or relationship that meets the standard for
classification under an existing executive order for classification and DoD
5200.1-R (reference (g)), and is not Otherwise revealed in the individual items
of information.

       C3.2.1.2. Number 2. (S U.S.C. 552 (b)(2)) (reference (a)). Those related
solely to the internal personnel rules and practices of the Department of
Defense or any of its Components. This exemption is entirely discretionary. This
exemption has two profiles, high (b)(2) and low (b)(2). Paragraph C3.2. 1.2.2.,
below, contains a brief discussion on the low (b)(2) profile; however, ~at
discussion is for information purposes only. When only a minimum Government
interest would be affected (administrative burden), there is a great potential
for discretional disclosure of the information. Consequently, DoD Components
shall not invoke the low (b)(2) profile.

        C3.2.1.2.1. Records qualifying under high (b)(2) are those containing or
constituting statutes, rules, regulations, orders, manuals, directives,
instructions, and security classification guides, the release of which would
allow circumvention of these records thereby substantially hindering the
effective performance of a significant function of the Department of Defense.
Examples include:

            C3.2.1.2.1.1. Those operating rules, guidelines, and manuals for DoD
investigators, inspectors, auditors, or examiners that must remain privileged in
order for the DoD Component to fulfill a legal requirement.

            C3.2.1.2.1.2. Personnel and other administrative matters, such as
examination questions and answers users in training courses or in the
determination of the qualifications of candidates for employment, entrance on
duty, advancement, or promotion.

            C3.2.1.2.1.3. Computer software, the release of which would allow
circumvention of a statute or DoD rules, Regulations, orders? Manuals,
Directives, or Instructions. In this situation, the use of the software must be
closely examined to ensure a circumvention possibility exists.

                                       32

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

            C3.2.1.2.2. Records qualifying under the low (b)(2) profile are
those that are trivial and housekeeping in nature for which there is no
legitimate public interest or benefit to be gained by release, and it would
constitute an administrative burden to process the request in order to disclose
the records. Examples include rules of personnel's use of parking facilities or
regulation of lunch hours, statements of policy as to sick leave, and
administrative data such as file numbers, mail routing stamps, initials, data
processing notations, brief references to previous communications, and other
like administrative markings. DoD Components shall not invoke the low (b)(2)
profile.

        C3.2.1.3. Number 3. (5 U.S.C. 552 (b)(3)) (reference (a)). Those
concerning matters that a statute specifically exempts from disclosure by terms
that permit no discretion on the issue, or in accordance with criteria
established by that statute for withholding or referring- to particular types of
matters to be withheld. The Directorate for Freedom of Information and Security
Review maintains a list of (b)(3) statutes used within the Department of
Defense, and provides updated lists of these statutes to DoD Components on a
periodic basis. A few examples of such statutes are:

            C3.2.1.3.1. Patent Secrecy, 35 U.S.C. 181-188 (reference (h)). Any
records containing information relating to inventions that are the subject of
patent applications on which Patent Secrecy Orders have been issued.

            C3.2. 1.3.2. Restricted Data and Formerly Restricted Data, 42 U.S.C.
2162 (reference (i)).

            C3.2.1.3.3. Communication Intelligence, 18 U.S.C. 798 (reference
(j)).

            C3.2.1.3.4. Authority to Withhold From Public Disclosure Certain
Technical Data, 10 U.S.C. 130 and DoD Directive 5230.25 (references (k) and
(l)).

            C3.2.1.3.5. Confidentiality of Medical Quality Assurance Records:
Qualified Immunity for Participants, 10 U.S.C. 1102 f (reference (m)).

            C3.2.1.3.6. Physical Protection of Special Nuclear Material:
Limitation On Dissemination of Unclassified Information, 10U.S.C.128
(reference(n)).

            C3.2.1.3.7. Protection of Intelligence Sources and Methods, 50
U.S.C.403-3(c)(6) (reference (o)).

            C3.2.1.3.8. Protection of Contractor Submitted Proposals, 10 U.S.C.

                                       33

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

2305(g) (reference (p)).

            C3.2.1.3.9. Procurement Integrity, 41 U.S.C. 423 (reference (q)).

         C3.2.1.4. Number 4. (5 U.S.C. 552 (b)(4)) (reference (a)). Those
containing trade secrets or commercial or financial information that a DoD
Component receives from a person or organization outside the Government with the
understanding that the information or record will be retained on a privileged or
confidential basis in accordance with the customary handling of such records.
Records within the exemption must contain trade secrets, or commercial or
financial records, the disclosure of which is likely to cause substantial harm
to the competitive position of the source providing the information; impair the
Government's ability to obtain necessary information in the future; or impair
some other legitimate Government interest. Commercial or financial information
submitted on a voluntary basis, absent any exercised authority prescribing
criteria for submission is protected without any requirement to show competitive
harm (see paragraph C3.2.1.4.8.,below). If the information qualifies as
Exemption 4 information, there is no discretion in its release. Examples
include:

            C3.2.1.4.1. Commercial or financial information received in
confidence in connection with loans, bids, contracts, or proposals set forth in
or incorporated by reference in a contract entered into between the DoD
Component and the offeror that submitted the proposal, as well as other
information received in confidence or privileged, such as trade secrets,
inventions, discoveries, or other proprietary data. See also C5.2.8.2:, below,
this Regulation. Additionally, when the provisions of 10 U.S.C. 2305(g)
(reference (p)), and 41 U.S.C. 423 (reference (q)) are met, certain proprietary
and source selection information may be withheld under Exemption 3.

            C3.2.1.4.2. Statistical data and commercial or financial information
concerning contract performance, income, profits, losses, and expenditures, if
offered and received in confidence from a contractor or potential contractor.

            C3.2.1.4.3. Personal statements given in the course of inspections,
investigations, or audits, when such statements are received in confidence from
the individual and retained in confidence because they reveal trade secrets or
commercial or financial information normally considered confidential or
privileged.

            C3.2.1.4.4. Financial data provided in confidence by private
employers in connection with locality wage surveys that are used to fix and
adjust pay schedules applicable to the prevailing wage rate of employees within
the Department of Defense.

                                       34

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

            C3.2.1.4.5. Scientific and manufacturing processes or developments
concerning technical or scientific data or other information submitted with an
application for a research grant, or with a report while research is in
progress.

         C3.2.1.4.6. Technical or scientific data developed by a contractor or
subcontractor exclusively at private expense, and technical or scientific data
developed in part with Federal funds and in part at private expense, wherein the
contractor or subcontractor has retained legitimate proprietary interests in
such data in accordance with 10 U.S.C. 2320-2321 (reference (r)) and DoD Federal
Acquisition Regulation Supplement (DFARS), Chapter 2 of 48 C.F.R., Subpart
227.71 -227.72 (reference (s)). Technical data developed exclusively with
Federal funds may be withheld under Exemption Number 3 if it meets the criteria
of 10 U.S.C. 130 (reference (k)) and DoD Directive 5230.25 (reference (l)) (see
subsection C3.2.1., Number 3 C3.2.1.3.5., above).

            C3.2.1.4.7. Computer software which is copyrighted under the
Copyright Act of 1976 (17 U.S.C. 106) (reference (t)), the disclosure of which
would have an adverse impact on the potential market value of a copyrighted
work.

            C3.2.1.4.8. Proprietary information submitted strictly on a
voluntary basis, absent any exercised authority prescribing criteria for
submission. Examples of exercised authorities prescribing criteria for
submission are statutes, Executive Orders, regulations, invitations for bids,
requests for proposals, and contracts. Submission of information under these
authorities is not voluntary. (See also subsection C5.2.8.3., below.)

        C3.2.1.5. Number 5. (5 U.S.C. 552 (b)(5)) (reference (a)). Those
containing information considered privileged in litigation, primarily under the
deliberative process privilege. Except as provided in paragraphs Number 5
C3.2.1.5.2. through C3.2.1.5.5., below, internal advice, recommendations, and
subjective evaluations, as contrasted with factual matters, that are reflected
in deliberative records pertaining to the decision-making process of an Agency,
whether within or among Agencies (as defined in 5 U.S.C. 552(e) (reference (a)),
or within or among DoD Components. In order to meet the test of this exemption,
the record must be both deliberative in nature, as well as part of a
decision-making process. Merely being an internal record is insufficient basis
for withholding under this exemption. Also potentially exempted are records
pertaining to the attorney-client privilege and the attorney work-product
privilege. This exemption is entirely discretionary.

                                       35

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1988

            C3.2.1.5.1. Examples of the deliberative process include:

                C3.2.1.5.1.1. The non-factual portions of staff papers, to
include after-action reports, lessons learned, and situation reports containing
staff evaluations, advice, opinions, or suggestions.

                C3.2.1.5.1.2. Advice, suggestions, or evaluations prepared on
behalf of the Department of Defense by individual consultants or by boards,
committees, councils, groups, panels, conferences, commissions, task forces, or
other similiar groups that are formed for the purpose of ob6ining advice and
recommendations.

                C3.2.1.5.1.3. Those non-factual portions of evaluations by DoD
Component personnel of contractors and their products.

                C3.2.1.5.1.4. Information of a speculative, tentative, or
evaluative nature or such matters as proposed plans to procure, lease or
otherwise acquire and dispose of materials, real estate, facilities or
functions, when such information would provide undue or unfair competitive
advantage to private personal interests or would impede legitimate Government
functions.

                C3.2.1.5.1.5. Trade secret or other confidential research
development, or commercial information owned by the Government, where premature
release is likely to affect the Government's negotiating position or other
commercial interest.

                C3.2.1.5.1.6. Those portions of official reports of inspection,
reports of the Inspector Generals, audits, investigations, or surveys pertaining
to safety, security, or the internal management, administration, or operation of
one or more DoD Components, when these records have traditionally been treated
by the courts as privileged against disclosure in litigation.

                C3.2.1.5.1.7. Planning, programming, and budgetry information
that is involved in the defense planning and resouree allocation process.

            C3.2.1.5.2. If any such intra- or inter-agency record or reasonably
segregable portion of such record hypothetically would be made available
routinely through the discovery process in the course of litigation with the
Agency, then it should not be withheld under the FOIA. If, however, the
information hypothetically would not be released at all, or would only be
released in a particular case during civil

                                       36

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

discovery where a party's particularized showing of need might override a
privilege, then the record may be withheld. Discovery is the formal process by
which litigants obtain information from each other for use in the litigation.
Consult with legal counsel to determine whether Exemption 5 material would be
routinely made available through the discovery process.

            C3.2.1.5.3. Intra- or inter-agency memoranda or letters that are
factual, or those reasonably segregable portions that are factual, are routinely
made available through discovery, and shall be made available to a requester,
unless the factual material is otherwise exempt from release, inextricably
intertwined with the exempt information, so fragmented as to be uninformative,
or so redundant of information already available to the requester as to provide
no new substantive information.

            C3.2.1.5.4. A direction or order from a superior to a subordinate,
though contained in an internal communication, generally cannot be withheld from
a requester if it constitutes policy guidance or a decision, as distinguished
from a discussion of preliminary matters or a request for information or advice
that would compromise the decision-making process.

            C3.2.1.5.5. An internal communication concerning a decision that
subsequently has been made a matter of public record must be made available to a
requester when the rationale for the decision is expressly adopted or
incorporated by reference in the record containing the decision.

        C3.2.1.6. Number 6. (5 U.S.C. 552 (b)(6)) (reference (a)). Information
in personnel and medical files, as well as similar personal information in other
files, that, if disclosed to a requester, other than the person about whom the
information is about, would result in a clearly unwarranted invasion of personal
privacy. Release of information about an individual contained in a Privacy Act
System of records that would constitute a clearly unwanted invasion of privacy
is prohibited, and could subject the releaser to civil and criminal penalties.
If the information qualifies as Exemption 6 information, there is no discretion
in its release.

            C3.2.1.6.1. Examples of other files containing personal information
similar to that contained in personnel and medical files include:

                C3.2.1.6.1.1. Those compiled to evaluate or adjudicate the
suitability of candidates for civilian employment or membership in the Armed
Forces, and the eligibility of individuals (civilian, military, or contractor
employees) for security clearances, or for access to particularly sensitive
classified information.

                                       37

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

                C3.2.1.6.1.2. Files containing reports, records, and other
material pertaining to personnel matters in which administrative action,
including disciplinary action, may be taken.

            C3.2.1.6.2. Home addresses, including private e-mail addresses, are
normally not releasable without the consent of the individuals concerned. This
includes lists of home addressees and military quarters' addressees without the
occupant's name. Additionally, the names and duty addresses (postal and/or
e-mail) of and civilian personnel who are assigned to units that are
sensitive, routinely deployable, or stationed in foreign territories can
constitute a clearly unwarranted invasion of personal privacy.

                C3.2.1.6.2.1. Privacy Interest. A privacy interest may exist in
personal information even though the information has been disclosed at some
place and time. If personal information is not freely available from sources
other than the Federal Government, a privacy interest exists in its
nondisclosure. The fact that the Federal Government expended funds to prepare,
index and maintain records on personal information, and the fact that a
requester invokes FOLA to obtain these records indicates the information is not
freely available.

                C3.2.1.6.2.2. Names and duty addresses (postal and/or e-mail
published in telephone directories, organizational charts, rosters and similar
materials for personnel assigned to units that are sensitive, routinely
deployable, or stationed in foreign territories are withholdable under this
exemption.

            C3.2.1.6.3. This exemption shall not be used in an attempt to
protect the privacy of a deceased person, but it may be used to protect the
privacy of the deceased person's family if disclosure would rekindle grief,
anguish, pain, embarrassment, or even disruption of peace of mind of surviving
family members. In such situations, balance the surviving family members'
privacy against the public's right to know to determine if disclosure is in the
public interest. Additionally, the deceased's social security number should be
withheld since it is used by the next of kin to receive benefits. Disclosures
may be made to the immediate next of kin as defined in DoD Directive 5154.24
(reference (u)).

            C3.2.1.6.4. A clearly unwanted invasion of the privacy of third
parties identified in a personnel, medical or similar record constitutes a basis
for deleting those reasonably segregable portions of that record. When
witholding third party personal information from the subject of the record and
the record is contained in

                                       38

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

a Privacy Act system of records, consult with legal counsel.

            C3.2.1.6.5. This exemption also applies when the fact of the
existence or nonexistence of a responsive record would itself reveal personally
private information, and the public interest in disclosure is not sufficient to
outweigh the privacy interest. In this situation, DoD Components shall neither
confirm nor deny the existence or nonexistence of the record being requested.
This is a Glomar response, and Exemption 6 must be cited in the response.
Additionally, in order to insure personal privacy is not violated during
referrals, DoD Components shall coordinate with other DoD Components or Federal
Agencies before referring a record that is exempt under the Glomar concept.

                C3.2.1.6.5.1. A "refusal to confirm or deny" response must be
used consistently, not only when a record exists, but also when a record does
not exist. Otherwise, the pattern of using a "no records" response when a record
does not exist and a "refusal to confirm or deny" when a record does exist will
itself disclose personally private information.

                C3.2.1.6.5.2. Refusal to confirm or deny should not be used when
(a) the person whose personal privacy is in jeopardy has provided the requester
a waiver of his or her privacy rights; (b) the person initiated or directly
participated in an investigation that lead to the creation of an Agency record
seeks access to that record; or (c) the person whose personal privacy is in
jeopardy is deceased, the Agency is aware of that fact, and disclosure would not
invade the privacy of the deceased's family. See paragraph Number C3.2.1.6.3.,
above.

            C3.2.1.7. Number 7. (5 U.S.C. 552 (b)(7)) (reference (a)). Records
or information compiled for law enforcement purposes; i.e., civil, criminal, or
military law, including the implementation of Executive Orders or regulations
issued pursuant to law. This exemption may be invoked to prevent disclosure of
documents not originally created for, but later gathered for law enforcement
purposes. With the exception of parts (C) and (F) (see subparagraph Number 7
C3.2.1.7.1.3., below) of this exemption, this exemption is discretionary. If
information qualifies as exemption (7)(C) or 7(F) (see subparagraph Number 7
C3.2.1.7.1.3., below) information, there is no discretion in its release.

                C3.2.1.7.1. This exemption applies, however, only to the extent
that production of such law enforcement records or information could result in
the following:

                                       39

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

                    C3.2.1.7.1.1. Could reasonably be expected to interfere with
enforcement proceedings (5 U.S.C. 552(b)(7)(A)) (reference (a)).

                    C3.2.1.7.1.2. Would deprive a person of the right to a fair
trial or to an impartial adjudication (5 U.S.C. 552(b)(7)(B)) (reference (a)).

                    C3.2.1.7.1.3. Could reasonably be expected to constitute an
unwarranted invasion of personal privacy of a living person, including
surviving family members of an individual identified in such a record (5
U.S.C. 552(b)(7)(C)) reference (a)).

                        C3.2.1.7.1.3.1. This exemption also applies when the
fact of the existence or nonexistence of a responsive record would itself reveal
personally private information, and the public interest in disclosure is not
sufficient to outweigh the privacy interest. In this situation, Components shall
neither confirm nor deny the existence or nonexistence of the record being
requested. This is a Glomar response, and Exemption (7)(C) must be cited in the
response. Additionally, in order to insure personal privacy is not violated
during referrals, DoD Components shall coordinate with other DoD Components or
Federal Agencies before referring a record that is exempt under the Glomar
concept.

                        C3.2.1.7.1.3.2. A "refusal to confirm or deny" response
must be used consistently, not only when a record exists, but also when a record
does not exist. Otherwise, the pattern of using a "no records" response when a
record does not exist and a "refusal to confirm or deny" when a record does
exist will itself disclose personally private information.

                        C3.2.1.7.1.3.3. Refusal to confirm or deny should not be
used when 1 the person whose personal privacy is in jeopardy has provided the
requester with a waiver of his or her privacy rights; or 2 the person whose
personal privacy is in jeopardy is deceased, and the Agency is aware of that
fact.

                        C3.2.1.7.1.3.4. Could reasonably be expected to disclose
the identity of a confidential source, including a source within the Department
of Defense; a State, local, or foreign agency or authority; or any private
institution that furnishes the information on a confidential basis; and could
disclose information furnished from a confidential source and obtained by a
criminal law enforcement authority in a criminal investigation or by an Agency
conducting a lawful national security intelligence investigation (5 U.S.C.
552(b)(7)(D)) (reference (a)).

                                       40

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

                        C3.2.1.7.1.3.5. Would disclose techniques and procedures
for law enforcement investigations or prosecutions, or would disclose guidelines
for law enforcement investigations or prosecutions if such disclosure could
reasonably be expected to risk circumvention of the law (5 U.S.C. 552(b)(7)(E))
(reference (a)).

                        C3.2.1.7.1.3.6. Could reasonably be expected to
endanger the life or physical safety of any individual (5 U.S.C. 552(b)(7)(F))
(reference (a).

        C3.2.1.7.2. Some examples of Exemption 7 are:

                        C3.2.1.7.2.1. Statements of witnesses and other material
developed during the course of the investigation and all materials prepared in
connection with related Government litigation or adjudicative proceedings.

                        C3.2.1.7.2.2. The identity of firms or individuals being
investigated for alleged irregularities involving contracting with the
Department of Defense when no indictment has been obtained nor any civil action
filed against them by the United States.

                        C3.2.1.7.2.3. Information obtained in confidence,
expressed or implied, in the course of a criminal investigation by a criminal
law enforcement Agency or office within a DoD Component, or a lawful national
security intelligence investigation conducted by an authorized Agency or office
within a DoD Component. National security intelligence investigations include
background security investigations and those investigations conducted for the
purpose of obtaining affirmative or counterintelligence information.

                    C3.2.1.7.3. The right of individual litigants to
investigative records currently available by law (such as, the Jencks Act, 18
U.S.C. 3500, (reference (w))) is not diminished.

                    C3.2.1.7.4. Exclusions. Excluded from the above exemption
are the below two situations applicable to the Department of Defense.
(Components considering invoking an exclusion should first consult with the
Department of Justice, Office of Information and Privacy.)

                        C3.2.1.7.4.1. Whenever a request is made that involves
access to records or information compiled for law enforcement purposes, and the
investigation or proceeding involves a possible violation of criminal law
where there is reason to believe that the subject of the investigation or
proceeding is unaware of its pendency,

                                       41

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

and the disclosure of the existence of the records could reasonably be expected
to interfere with enforcement proceedings, Components may, during only such
times as that circumstance continues, treat the records or information as not
subject to the FOIA. In such situation, the response to the requester will state
that no records were found.

                C3.2.1.7.4.2. Whenever informant records maintained by a
criminal law enforcement organization within a DoD Component under the
informant's name or personal identifier are requested by a third party using the
informant's name or personal identifier, the Component may treat the records as
not subject to the FOIA, unless the informant's status as an informant has been
officially confirmed. If it is determined that the records are not subject to 5
U.S.C. 552(b)(7) (reference (a)), the response to the requester will state that
no records were found.

            C3.2.1.8. Number 8. (5 U.S.C. 552 (b)(8)) (reference (a)). Those
contained in or related to examination, operation or condition reports prepared
by, on behalf of, or for the use of any Agency responsible for the regulation or
supervision of financial institutions.

            C3.2.1.9. Number 9. (5 U.S.C. 552 (b)~9~) (reference (a)). Those
containing geological and geophysical information and data (including maps)
concerning wells.

                                       42

                                                                       CHAPTER 3
<PAGE>
                                                    DoD 5400.7-R, September 1998

                                 C4. CHAPTER 4
                             FOR OFFICIAL USE ONLY

C4. 1. GENERAL PROVISIONS

    C4.1.1. General. Information that has not been given a security
classification pursuant to the criteria of an Executive Order, but which may be
withheld from the public because disclosure would cause a foreseeable harm to an
interest protected by one or more FOIA Exemptions 2 through 9 (see Chapter C3*.)
shall be considered as being for official use only (FOUO). No other material
shall be considered FOUO and FOUO is not authorized as an anemic form of
classification to protect national security interests. Additional information on
FOUO and other controlled, unclassified information may be found in reference
(g) or by contacting the Directorate for Security, Office of the Assistant
Secretary of Defense (Command, Control, Communications and Intelligence).

    C4.1.2. Prior FOUO Application. The prior application of FOUO markings is
not a conclusive basis for withholding a record that is requested under the
FOIA. When such a record is requested, the information in it shall be evaluated
to determine whether disclosure would result in a foreseeable harm to an
interest protected by one or more FOIA Exemptions 2 through 9. Even if any
exemptions apply, the record shall be released as a discretionary matter when it
is determined that there is no foreseeable harm to an interest protected by the
exemptions.

    C4.1.3 Historical Papers. Records such as notes, working papers, and drafts
retained as historical evidence of DoD Component actions enjoy no special status
apart from the exemptions under the FOIA (reference (a)).

    C4.1.4. Time to Mark Records. The marking of records at the time of their
creation provides notice of FOUO content and facilitates review when a record is
requested under the FOIA. Records requested under the FOIA that do not bear
such markings shall not be assumed to be releasable without examination for the
presence of information that requires continued protection and qualifies as
exempt from public release.

    C4.1.5. Distribution Statement. Information in a technical document that
requires a distribution statement pursuant to DoD Directive 5230.24 (reference
(x)) shall bear that statement and may be marked FOUO, as appropriate.

                                       43



                                                                       CHAPTER 4

* CHAPTER 3 IS ATTACHED FOR YOUR INFORMATION

<PAGE>
                                                    DoD 5400.7-R, September 1998

C4.2. MARKINGS

    C4.2.1. Location of Markings.

      C4.2.1.1. An unclassified document containing FOUO information shall be
marked "For Official Use Only" at the bottom on the outside of the front cover
(if any), on each page containing FOUO information, and on the outside of the
back cover (if any). Each paragraph containing FOUO information shall be marked
as such.

      C4.2.1.2. Within a classified document, an individual page that contains
both FOUO and classified information shall be marked at the top and bottom with
the highest security classification of information appearing on the page.
Individual paragraphs shall be marked at the appropriate classification level,
as well as unclassified or FOUO, as appropriate.

      C4.2.1.3. Within a classified document, an individual page that contains
FOUO information but no classified information shall be marked "For Official Use
Only" at the top and bottom of the page, as well as each paragraph that contains
FOUO information.

      C4.2.1.4. Other records, such as photographs, films, tapes, or slides,
shall be marked "For Official Use Only" or "FOUO" in a manner that ensures that
a recipient or viewer is aware of the status of the information therein.

      C4.2.1.5. FOUO material transmitted outside the Department of Defense
requires application of an expanded marking to explain the significance of the
FOUO marking. This may be accomplished by typing or stamping the following
statement on the record prior to transfer:

This document contains information
EXEMPT FROM MANDATORY DISCLOSURE
under the FOIA. Exemptions.....applies/apply.

C4.3. DISSEMINATION AND TRANSMISSION

    C4.3.1. Release and Transmission Procedures. Until FOUO status is
terminated, the release and transmission instructions that follow apply:

                                       44

                                                                       CHAPTER 4
<PAGE>
                                                    DoD 5400.7-R, September 1998

    C4.3.1.1. FOUO information may be disseminated within DoD Components and
between officials of DoD Components and DoD contractors, consultants, and
grantees to conduct official business for the Department of Defense. Recipients
shall be made aware of the status of such information, and transmission shall be
by means that preclude unauthorized public disclosure. Transmittal documents
shall call attention to the presence of FOUO attachments.

    C4.3.1.2. DoD holders of FOUO information are authorized to convey such
information to officials other Departments and Agencies of the Executive and
Judicial Branches to fulfill a Government function, except to the extent
prohibited by the Privacy Act. Records thus transmitted shall be marked "For
Official Use Only," and the recipient shall be advised that the information may
qualify for exemption from public disclosure, pursuant to the FOIA, and that
special handling instructions do or do not apply.

    C4.3.1.3. Release of FOUO information to Members of Congress is governed by
DoD Directive 5400.4 (reference (y)). Release to the GAO is governed by DoD
Directive 7650.1 (reference (z)). Records released to the Congress or GAO should
be reviewed to determine whether the information warrants FOUO status. If not,
prior FOUO markings shall be removed or effaced. If witholding criteria are met,
the records shall be marked FOUO and the recipient provided an explanation for
such exemption and marking. Alternatively, the recipient may be requested,
without marking the record, to protect against its public disclosure for reasons
that are explained.

    C4.3.2. Transporting FOUO Information. Records containing FOUO information
shall be transported in a manner that prevents disclosure of the contents. When
not comingled with classified information, FOUO information may be sent via
first-class mail or parcel post. Bulky shipments, such as distributions of FOUO
Directives or testing materials, that otherwise qualify under postal
regulations, may be sent by fourth-class mail.

    C4.3.3. Electronically and Facsimile Transmitted Messages. Each part of
electronically and facsimile transmitted messages containing FOUO information
shall be marked appropriately. Unclassified messages containing FOUO information
shall contain the abbreviation "FOUO" before the beginning of the text. Such
messages and facsimiles shall be transmitted in accordance with communications
security procedures whenever practicable.

                                       45

                                                                       CHAPTER 4
<PAGE>
DoD 5400.7-R, September 1998

C4.4. SAFEGUARDING FOUO INFORMATION

    C4.4.1. During Duty Hours. During normal working hours, records determined
to be FOUO shall be placed in an out-of-sight location if the work area is
accessible to non-government personnel.

     C4.4.2. During Nonduty Hours. At the close of business, FOUO records shall
be stored so as to prevent unauthorized access. Filing such material with other
unclassified records in unlocked files or desks, etc., is adequate when norma1
U.S. Government or Government-contractor internal building security is provided
during nonduty hours. When such internal security control is not exercised,
locked buildings or rooms normally provide adequate after-hours protection. If
such protection is not considered adequate, FOUO material shall be stored in
locked receptacles such as file cabinets, desks, or bookcases. FOUO records that
are subject to the provisions of the National Security Act of 1959 (reference
(aa)) shall meet the safeguards outlined for that group of records.

C4.5. TERM1NATION. DISPOSAL AND UNAUTHORIZED DISCLOSURES

     C4.5.1. Termination. The originator or other competent authority; e.g.,
initial denial and appellate authorities, shall terminate "For Official Use
Only" markings or status when circumstances indicate that the information no
longer requires protection from public disclosure. When FOUO status is
terminated, all known holders shall be notified, to the extent practical. Upon
notification, holders shall efface or remove the "For Official Use Only"
markings, but records in file or storage need not be retrieved solely for that
purpose.

    C4.5.2. Disposal.

    C4.5.2.1. Nonrecord copies of FOUO materials may be destroyed by tearing
each copy into pieces to prevent reconstructing, and placing them in regular
trash containers. When local circumstances or experience indicates that this
destruction method is not sufficiently protective of FOUO information, local
authorities may direct other methods but must give due consideration to the
additional expense balanced against the degree of sensitivity of the type of
FOUO information contained in the records.

    C4.5.2.2. Record copies of FOUO documents shall be disposed of in

                                       46

                                                                       CHAPTER 4
<PAGE>
                                                    DoD 5400.7-R, September 1998

accordance with the disposal standards established under 44 U.S.C. 3301-3314
(reference (ab)), as implemented by DoD Component instructions concerning
records disposal.

    C4.5.3. Unauthorized Disclosure. The unauthorized disclosure of FOUO records
does not constitute an unauthorized disclosure of DoD information classified for
security purposes. Appropriate administrative action shall be taken, however, to
fix responsibility for unauthorized disclosure whenever feasible, and
appropriate disciplinary action shall be taken against those responsible.
Unauthorized disclosure of FOUO information that is protected by the Privacy Act
(reference (d)) may also result in civil and criminal sanctions against
responsible persons. The DoD Component that originated the FOUO information
shall be informed of its unauthorized disclosure.

                                       47

                                                                       CHAPTER 4
<PAGE>
                        SECTION J - LIST OF ATTACHMENTS

                                 ATTACHMENT (1)

                 Government Furnished Equipment/Facilities List

                                N00019-01-R-0037

                                                                  Attachment (1)
                                                                     Page 1 of 3

<PAGE>
                 GOVERNMENT FURNISHED EOUIPMENT/FACILITIES LIST

1.0 GOVERNMENT FURNISHED EQUIPMENT. The Government will furnish to the
Contractor for use in connection with this contract the following material at
the time specified:.

EQUIPMENT                       QUANTITY                        TIME
------------------------------------------------------------------------------
Various emitters/equipment      As Required                     When Required
------------------------------------------------------------------------------
Pods                            As Required                     When Required
------------------------------------------------------------------------------
AN/APX-72 or AN/APS-100         1 System per authorized         *Note 1
Equipment and Controls          Aircraft plus spares
------------------------------------------------------------------------------
Mode IV Crypto Equipment        *Note 2                         As Required
------------------------------------------------------------------------------
Other Crypto Equipment          *Note 3                         As Required
------------------------------------------------------------------------------
STU-III Data/Voice Terminals    *Note 4                         As Required
------------------------------------------------------------------------------
                                                                Duration of
                                                                Contract
------------------------------------------------------------------------------
SMall Shredder                  2 Each                          Duration of
                                                                Contract
------------------------------------------------------------------------------
Storm Scopes                    3 Each                          Duration of
                                                                Contract
------------------------------------------------------------------------------
FAA Certified Mounting          *Note 1                         As Required
Racks
------------------------------------------------------------------------------
Two Drawer Safe                 *Note 5                         Duration of
                                                                Contract
------------------------------------------------------------------------------
Two Drawer Safe                 1 per Site (*Note 6)            Duration of
                                                                Contract
------------------------------------------------------------------------------
TERs                            As Required                     When Required
------------------------------------------------------------------------------
Smoke Masks                     As Required for Lear 36s        When Required
------------------------------------------------------------------------------
Aircraft Identification Plate   1 per Aircraft                  Duration of
for Fuel                                                        Contract
------------------------------------------------------------------------------

Cage and support Equipment      As Required                     When Required
for Recovery of targets
((TYPE VII Aircraft)
Lift for Pods                   2 -- 1 East Coast and           Duration of
                                     1 West Coast               Contract

1.1 Detail procedures for aircraft installed GFE will be provided at time of GFE
installation.

1.2 GOVERNMENT FURNISHED FACILITIES. The Government will furnish to the
Contractor for use in connection with this contract the following material at
the time specified:

                FACILITES                                      TIME
------------------------------------------------------------------------------
NAS North Island, San Diego, CA
Ramp, Limited Hanger Space for Maintenance, Office and     Duration of Contract
Storage Area with basic decks, Tables, and chairs.
------------------------------------------------------------------------------
NAS North Island, San Diego, CA
Telephone Service                                           *Note 7
------------------------------------------------------------------------------
Hanger/Ramp Space at NAS Patuxent River, MD                 *Note 8
------------------------------------------------------------------------------

                                                                  Attachment (l)
                                                                     Page 2 of 3
<PAGE>
                                     NOTES:

1 On an as required basis.
2 Crypto equipment will be assigned through CMS procedures.
3 Other Crynto equipment will be assigned as requirements develop.
4 Minimum of one STU-III will be provided and others may be added or authorized
  for Procurement.
5 For use of Govermnent personnel.
6 1 per site, 2 for sites having CMS other than STU-III's.
7 All local; and long distance calls as well as installation and operating
  charges will be paid by the Contractor as part of his overhead and if paid by
  the Government, these charges will be paid back to the Government or deducted
  from the material CLIN.
8 For equipment installation (if and when required) or flights designated
  to/from NAS Patuxent River, MD

2.0 GFE TRACKING /INVENTORY. All equipment will be transferred to and from the
Contractor using a DD FORM 1149. All actions will be controlled by a Government
activity at time of arrival. There will normally be two (2) Government
inventories at the Contractor locations(s) during each year.

2.1 Government Furnished Equipment (GFE). Equipment furnished by the Government
under this contract, including equipment purchased by the Contractor and
subsequently - reimbursed by the Government, will become Government property
after completion of contract, This equipment is to be returned to the Government
at either the completion or termination of this contract or when recalled by the
Government. (Wiring, associated connectors and equipment not easily removed are
exempted. Contract PCO for approval.)

                                                                  Attachment (1)
                                                                     Page 3 of 3
<PAGE>

SHIPPING CONTAINER TALLY ----- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45
46 47 48 49 50

REQUISITION AND INVOICE/SHIPPING DOCUMENT

Form Approved
OMB No. 0704-0246
Expires Dec 31, 1999

The public reporting burden for this collection of information is estimated to
average 1 hour per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including  suggestions for reducing the burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports (0704-0246), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA
22202-4302. Respondents should be aware that notwithstanding any other provision
of law, no person shall be subject to any penalty for failing to comply with a
collection of information if it does not display a currently valid OMB control
number.

PLEASE DO NOT RETURN YOUR FORM TO THIS ADDRESS. RETURN COMPLETED FORM TO THE
ADDRESS IN ITEM 2.

1. FROM (Include ZIP Code)

2. TO: (Include ZIP Code)

3. SHIP TO-MARK FOR

4. APPROPRIATIONS DATA

SHEET NO.   NO OF SHEETS

5. REQUISITION DATE

6. REQUISITION NUMBER

7. DATE MATERIAL REQUIRED (YYYYMMDD)

8. PRIORITY

9. AUTHORITY OR PURPOSE

10. SIGNATURE

11a. VOUCHER NUMBER & DATE (YYYYMMDD)
  b.

12. DATE SHIPPED (YYYYMMDD)

13. MODE OF SHIPMENT

14. BILL OF LADING NUMBER

15. AIR MOVEMENT DESIGNATOR OR PORT REFERENCE NO.

<TABLE>
<CAPTION>
ITEM   FEDERAL STOCK NUMBER, DESCRIPTION          UNIT     QUANTITY    SUPPLY      TYPE       CONTAINER     UNIT       TOTAL
 NO.   AND CODING OF MATERIAL AND/OR SERVICES   OF ISSUE   REQUESTED   ACTION    CONTAINER       NOS.       PRICE      COST
(a)                  (b)                          (c)        (d)         (e)       (f)           (g)         (h)        (i)
<S>                 <C>                           <C>       <C>         <C>       <C>         <C>           <C>        <C>

</TABLE>
16. TRANSPORTATION VIA MATS OR MSTS CHARGEABLE TO

17. SPECIAL HANDLING

18. RECAPITULAION OF SHIPMENT
ISSUED BY       CHECKED BY      PACKED BY

TOTAL CONTAINERS        TYPE CONTAINER          DESCRIPTION    TOTAL    TOTAL
                                                               WEIGHT    CUBE

19. RECEIPT

CONTAINERS RECEIVED EXCEPT AS NOTED
        DATE (YYYYMMDD)         BY      SHEET TOTAL

QUANTITIES RECEIVED EXCEPT AS NOTED
        DATE (YYYYMMDD)         BY      GRAND TOTAL

POSTED
        DATE (YYYYMMDD)         BY      20. RECEIVER'S VOUCHER NO.

DD FORM 1149, JAN 1997 (EG)

51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76
77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100

PREVIOUS EDITION MAY BE USED

<PAGE>
SHIPPING CONTAINER TALLY ----- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19
20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45
46 47 48 49 50

REQUISITION AND INVOICE/SHIPPING DOCUMENT (CONTINUATION SHEET)

Form Approved
OMB No. 0704-0246
Expires Dec 31, 1999

The public reporting burden for this collection of information is estimated to
average 1 hour per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including  suggestions for reducing the burden, to Department of Defense,
Washington Headquarters Services, Directorate for Information Operations and
Reports (0704-0246), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA
22202-4302. Respondents should be aware that notwithstanding any other provision
of law, no person shall be subject to any penalty for failing to comply with a
collection of information if it does not display a currently valid OMB control
number.

PLEASE DO NOT RETURN YOUR FORM TO THIS ADDRESS. RETURN COMPLETED FORM TO THE
ADDRESS IN ITEM 2 OF DD FORM 1149.

SHEET NO.

NO OF SHEETS

6. REQUISITION NUMBER

11a. VOUCHER NUMBER AND DATE

  b. VOUCHER NUMBER AND DATE

<TABLE>
<CAPTION>
ITEM   FEDERAL STOCK NUMBER, DESCRIPTION          UNIT     QUANTITY    SUPPLY      TYPE       CONTAINER     UNIT       TOTAL
 NO.   AND CODING OF MATERIAL AND/OR SERVICES   OF ISSUE   REQUESTED   ACTION    CONTAINER       NOS.       PRICE      COST
(a)                  (b)                          (c)        (d)         (e)       (f)           (g)         (h)        (i)
<S>                 <C>                           <C>       <C>         <C>       <C>         <C>           <C>        <C>

</TABLE>

                                                                     SHEET TOTAL

DD FORM 1149C, JAN 1997 (EG)
51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76
77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100

PREVIOUS EDITION MAY BE USED
<PAGE>
CERTIFICATION OF SERVICES
NDW NALC 4280/1 (8-83)

COMPANY NAME  CONTRACT NO.  OPERATING AREA (CHECK ONLY ONE)
                            NORFOLK, VA   SAN DIEGO, CA   OTHER (please specify)

<TABLE>
<CAPTION>
                   ORIGIN
                     AND                      CHARGEABLE             DAYS    DAYS NOT
ITEM    DATE     DESTINATION   START   STOP    TIME OR              AVAIL     AVAIL     NON-AVAILABILITY     TYPE
 NO   MM:DD:YY    FROM   TO    TIME    TIME    QUANITIY     CLIN    MM DD    MM   DD    MM  DD  HR  MIN     MISSION    EXPLANATION
<S>  <C>        <C>           <C>      <C>    <C>           <C>     <C>     <C>         <C>                <C>         <C>
1
2
3
4
5
6
7
8
9
10
</TABLE>

REMARKS: (Other Charges/Credits)

I certify that the above record of services is correct and no payment has been
received. I certify that the supplies and services furnished in accordance with
the provisions of the contract.

I certify that the above services were received

SIGNATURE OF CONTRACT REPRESENTATIVE

SIGNATURE OF AGENCY REPRESENTATIVE

NAME (PRINT) AND AND TITLE

NAME (PRINT) AND TITLE

COMPANY ADDRESS

AGENCY ADDRESS

DATE            TEL. NO.         DATE            TEL. NO.


                                                                  Attachemnt (3)
<PAGE>


                             DEPARTMENT OF DEFENSE
                 CONTRACT SECURITY CLASSIFICATION SPECIFICATION

         (The requirements of the DoD Insdustrial Security Manual apply
                    to all security aspects of this effort.)


1. CLEARANCE AND SAFEGUARDING

a. FACILITY CLEARANCE REQUIRED
SECRET

b. LEVEL OF SAFEGUARDING REQUIRED
SECRET

2. THIS SPECIFICATION IS FOR: (X AND COMPLETE AS APPLICABLE)
        a. PRIME CONTRACT NUMBER  X
        b. SUBCONTRACT NUMBER
        c. SOLICIATION OR OTHER NUMBER
X       N00019-01-R-0037

3. THIS SPECIFICATION IS: (X and complete as applicable)

x       a. ORIGINAL (Complete date in all cases)        DATE (YYYYMMDD)
        b. REVISED (Supersedes all previous specs)   Revision Number
                                                        DATE (YYYYMMDD)
        c. FINAL (Complete Item 5 in all cases)         DATE (YYYYMMDD)

4. IS THIS A FOLLOW-ON CONTRACT?        / / YES  /X/ NO   If YES, complete
                                                                the following:
Classified material received or generated under _______ (preceding contract
number) is transferred to this follow-on contract.

5. IS THIS A FINAL DD FORM 254?     / / YES  /X/ NO   If YES, complete the
                                                        following:

In response to the contractor's  request dated__________retention of the
identified classified material is authorized for the period of________.

6. NAME, ADDRESS, AND ZIP CODE
FOR BIDDING PURPOSES ONLY - NOT VALED
ACTUAL CONTRACT

b. CAGE CODE

c. COGNIZANT SECURITY OFFICE (Name, Address, and Zip Code)

7. SUBCONTRACTOR

a. NAME, ADDRESS, AND ZIP CODE

b. CAGE CODE

c. COGNIZANT SECURITY OFFICE (Name, Address, and Zip Code)

8. ACTUAL PERFORMANCE

a. LOCATION

b. CAGE CODE

c. COGNIZANT SECURITY OFFICE (Name, Address, and Zip Code)


9. GENERAL IDENTIFICATION OF THIS PROCUREMENT
PROVIDE AIRCRAFT SUPPORT FOR FLEET TRAINING AND RESEARCH, DEVELOPMENT, AND
EVALUATION
COR: TERI BOSWELL, PMA-207.5A6, PH# 757-8485

10. THIS CONTRACT WILL REQUIRE ACCESS TO:               YES     NO
a.  COMMUNICATIONS SECURITY (COMSEC) INFORMATION        X
b.  RESTRICTED DATE                                             X
c.  CRITICAL NUCLEAR WEAPON DESIGN INFORMATION                  X
d.  FORMERLY RESTRICTED DATA                                    X
e.  INTELLIGENCE INFORMATION:
    (1) SENSITIVE COMPARTMENT INFORMATION (SCI)                 X
    (2) NON-SCI                                         X
f. SPECIAL  ACCESS INFORMATION                                  X
g. NATO INFORMATION                                     X
h. FOREIGN GOVERMENT INFORMATION                                X
i. LIMITED DISSEMINATION INFORMATION                            X
j. FOR OFFICIAL USE ONLY INFORMATION                    X
k. OTHER (Specify)

11. IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:   YES    NO

a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT
   ANOTHER CONTRACTOR'S FACILITY OR A
   GOVERNMENT ACTIVITY                                         X
b. RECEIVE CLASSIFIED DOCUMENTS ONLY                           X
c. RECIEVE AND GENERATE CLASSIFIED MATERIAL             X
d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE      X
e. PERFORM SERVICES ONLY                                       X
f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE
   THE U.S. PUERTO RICO, U.S.
   POSSESSIONS AND TRUST TERRITORIES                           X
g. BE AUTHORIZED TO USE THE SERVICES OF DEFENSE
   TECHNICAL INFORMATION CENTER
   (DTIC) OR OTHER SECONDARY DISTRIBUTION CENTER        X
h. REQUIRE A COMSEC ACCOUNT                             X
i. HAVE TEMPEST REQUIREMENTS                                   X
j. HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS        X
k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE     X
l. OTHER (Specify) IN ADDITION TO CMS ACCOUNT A
    STU III ACCOUNT IS REQUIRED
                                                                  Attachment (4)
                                                                     Page 1 of 2
<PAGE>
12. PUBLIC RELEASE. Any information (classified or unclassified) pertaining to
this contract shall not be released for public dissemination except a provided
by the industrial Security Manual or unless it has been approved for public
release by appropriate U.S. government authority. Proposed public releases
shall be submitted for approval prior to release
/ / Direct   /X/ Through (Specify):

TRANSMISSION BY NON-SECURE FACSIMILE OR E-MAiL IS NOT AUTHORIZED Commander,
Naval Air Systems Command (AIR 7.5), Office of Public Affairs, Bldg 409 22268
Cedar Point Road, Patuxent River, MD 20670 - Telephone (301) 757-6909

to the Directorate for Freedom of Information and Security Review, Office of the
Assistant Security of Defense (Public Affairs)* for review.
* in the case of non-DoD User Agencies, request for disclosure shall be
submitted to that agency.

13. SECURITY GUIDANCE The security classification guidance needed for this
classified effort is identified below. If any difficulty is encountered in
applying this guidance or if any other  contributing factor indicates a need for
changes in this guidance, the contractor is authorized and encouraged to provide
recommended changes; to challenge the guidance or the classification assigned to
any information or material furnished or generated under this contract; and to
submit any questions for interpretation of this guidance to the official
identified below. Pending final decision, the information involved shall be
handled and protected at the highest level of classification assigned or
recommended. (Fill in as appropriate for the classified effort. Attach, or
forward under separate correspondence, and documents/guides/extracts referenced
herein. Add additional pages as needed to provide complete guidance.)

Technical papers, briefings, presentations, either classified or unclassified to
be presented at classified symposia must be submitted to AIR- {If 7.4.1 for
approval prior to presentation. Unclassified material submitted for public
release (that is not to be presented at classified symposia) I shall be
forwarded for review prior to release as stated in item 12 above.

Visit requests shall have "need-to-know" certified by the TPOC listed in Block
9. All visit requests to Military Installations for classified or unclassified
visits from subcontractors will be sent via the prime contractor who will
certify the need-to-know.

10.j For Official Use Only (FOUO) information generated and/or provided under
this contract shall be safeguarded and marked as specified in DoD 5400.7-R,
Chapters 3 and 4.

The determination that classified data no longer requires any degree of
protection must be made by the originating agency. If expired dates are
indicated in any classification guide, attached or referenced herein, guidance
must be obtained prior to taking any action.

The generation, updating and/or modifying of documents will be appropriately
marked in compliance with the applicable security classification guide.

If additional security classification is required, contact AIR-7.4.1.

Written approval of the Contracting Officer is required prior to subcontracting.

Department of the Navy (DON) OPNAVINST 5513 series security classification
guides and/or DON classified source documents which site OADR" as a
declassification instruction will continue to be used for derivative
classification except as follows: Derivative classifiers shall convert the
"OADR" marking to the appropriate "X" code as prescribed by OPNAVINST 5510 of 16
Oct 95, "New Derivative Classification Markings Under Executive Order 12958,"
attached. There is no requirement to remark documents crated before this
notification.

14. ADDITIONAL SECURITY REQUIREMENTS. Requirements, in addition to NISPOM
requirements, are established for this contract. (If Yes, identify the pertinent
contractual clauses in the contract document itself, or provide an appropriate
statement which identifies the additional requirements. Provide a copy of the
requirements to the cognizant security office. Use item 13 if additional space
is needed.

/X/ yes     / / no

OPSEC, COMSEC

15. INSPECTIONS. Elements of this contract are outside the inspection
responsibility of the congnizant security office. (If yes, explain and identify
specific areas or elements carved out and the activity responsible for
inspectors. Use item 13 if additional space is needed.) / / yes /x/ no

NONE

16. CERTIFICATION AND SIGNATURE. Security requirements stated herein are
complete and adequate for safeguarding the classified information to be released
or generated under this classified effort. All questions shall be referred to
the official named below.

a. TYPED NAME OF CERTIFYING OFFICIAL
  PATRICIA A. KEISTER

b. TITLE
   CONTRACTING OFFICER'S SECURITY REPRESENTATIVE (COSR)

c. TELEPHONE (Include Area Code)
   (301) 757-6742

d. ADDRESS (Include Zip Code)
Commander, Naval Air Systems Command
Attn: Bldg. 2272, Code AIR-7.4.1, Unit IPT
47123 Buse Road
Patuxent River, MD 20670-1547

e. SIGNATURE
/s/ Patricia R. Keister 4/19/01

17. REQUIRED DISTRIBUTION
X  a. CONTRACTOR
   b. SUBCONTRACTOR
X  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
   d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
   e. ADMINISTRATIVE CONTRACTING OFFICER
X  f. OTHERS AS NECESSARY
      COSR in Block 16
                                                                  Attachment (4)
                                                                     Page 2 of 2
<PAGE>
           REQUEST FOR ACCESS/RELEASE OF INTELLIGENCE TO CONTRACTORS
           (Revised copy 1 June 1999 - previous form is now obsolete)

IAW DCID 1/7 "Security Controls on the Dissemination of Intelligence
Information" of 30 June 1998, Request the following intelligence information be
approved for access/release to:

________________________ under Contract ______________________________________.
Company Name                            Contract Number and D.O. if applicable

Description of technical intelligence information required (please be as
specific as possible):

As a Senior Official of the Intelligence Community (SOIC) designated
representative for the Naval Air Systems Command or the Naval Air Warfare Center
Aircraft Division Patuxent River, I hereby certify that access/release of the
intelligence product listed above will in no way give the contractor an unfair
competitive advantage or create a conflict of interest AND the contractor has a
NEED-TO-KNOW and proper clearances supported by the DD254 and Scope of Work
stated in this contract.**

__________________________________________
Contracting Officer's Representative (COR)
Name printed/typed, date and signature

___________________________________  or
Contract Technical Point of Contact
Name printed/typed, date and signature

Validation by STILO:

_______________________________________
Name printed/typed, date and signature

** In the event that the COR or TPOC cannot determine whether the information
would give the contractor an unfair competitive advantage or create a conflict
of interest, the request will be referred by the STILO to the originating
organization for resolution.

                                                                    Enclosure(l)
<PAGE>
3800
AIR-4. 1 0.4
1 JUN 1999

MEMORANDUM

From: Scientific and Technical Intelligence Liaison Officer, 48150 Shaw Road
Unit 5, Suite S220, Patuxent River, Maryland 20670-1907

To: Distribution

Subj: POLICY GOVERNING RELEASE OF INTELLIGENCE TO CONTRACTORS Encl. (1) Request
for Access/Release of Intelligence to Contractors, dated 1 June 1999

Ref: (a) DCID 1/7 Security Controls on the Dissemination of Intelligence
Information (b) SECNAVINST 5510.36

1. As directed by reference (a), policy and procedures governing the release of
intelligence to contractors and consultants is as follows:

a. The Senior Officials of the Intelligence Community (SOIC's), defined by
reference (a), designate the Contracting Officer's Representative (COR) and
STILO, the local intelligence program manager, as the official approving
authorities for release of intelligence information to appropriately cleared or
access-approved US contractors and consultants hereinafter "contractor") having
a demonstrated "NEED TO KNOW,' without referral to the originating agency prior
to release provided that:

(1) At the initiation of the contract, the COR specifies AND certifies in
writing via the STILO that disclosure of the specified information does not
create an unfair competitive advantage for the contractor or a conflict of
interest with the contractor's obligation to protect the information. If, during
the course of the contract, the contractor's requirements for information
changes to require new or significantly different information, the COR shall
make a new specification and certification. In cases where the designated
official cannot or does not resolve the issue of unfair competitive advantage or
conflict of interest, the STILO will seek to obtain consent of the originator
for release.

(2) Release is only made to contractors certified by the COR via the STILO as
performing classified services in support of a national security mission.

(3) The contractor has an approved safeguarding capability if retention of the
intelligence is required.

(4) Contractors are not authorized to disclose further or release intelligence
to any of their components or employees or to another contractor (including
subcontractors) without the prior written notification and approval of the STILO
unless such disclosure or release is authorized in writing at the initiation of
the contract as an operational requirement.

(5) Intelligence released to contractors, all reproductions thereof, and all
other material generated based on, or incorporating data therefrom (including
authorized reproductions), remain the property of the US Government. Final
disposition of the intelligence information shall be governed by the STILO.

b. The guidance for contractors inside a government owned or controlled facility
are listed in paragraph l.a.

<PAGE>
c. The policies and procedures for contractors outside government owned or
controlled facilities are listed in paragraph l.a. with the following additional
policies and procedures:

(1) The STILO is responsible for ensuring that releases to contractors of
intelligence marked ORCON and /or PROPIN are made only with the consent of the
originating agency pursuant to reference (a).

(2) The STILO shall maintain a record of material released.

(3) Contractors shall establish procedures to control all intelligence received,
produced, and held by them in accordance with the provisions of the National
Industrial Security Program Operating Manual. This will not impose internal
receipt and document accountability requirements for the internal traceability
and audit purposes.

(4) All reproductions and extractions of intelligence shall be classified,
marked, and controlled in the same manner as the original(s).

(5) Sensitive Compartmented Information released to contractors shall be
controlled pursuant to the provisions of DCID 1/19, Security Policy for
Sensitive Compartmented Information (SCI).

(6) The STILO shall delete any reference to the Central Intelligence Agency, the
phrase "Directorate of Operations" and any of its components, the place
acquired, the field number, the source description, and the field dissemination
from all CIA Directorate of Operations reports passed to contractors, unless
prior approval to do otherwise is obtained from CIA.

2. Enclosure (1) is the form letter that is to be completed and signed by the
COR or Technical Point of Contact (TPOC) and validated by the STILO for a
description of the intelligence information required for the contractor to
perform the task. NEED-TO-KNOW IS STILL THE DETERMINING BASIS FOR ACCESS. The
original release form will be maintained by the STILO office with the DD254 that
is currently on file and a copy will be returned to the COR or TPOC.

3. Enclosure (2) is a list of intelligence producers; it should assist you in
determining if the information that is to be released to a contractor could be
considered intelligence. There will be exceptions to this list; if the
information appears to be "threat" related or involves a foreign government's
platforms/systems and you are still unsure, call the STILO office and they can
assist you in making a determination.

4. Questions or comments should be directed to the NAVAIR STILO, Mr. Steve
Hendricks at commercial (301) 342-6320 or DSN 342-6320 or the following STILO
personnel:

Mrs. Kris Dennie-Young,342-6310
Mr. Jim Kelly,342-6323
Mrs. Jeanne Hall, 342-6315

/s/ STEPHEN K HENDRICKS
STEPHEN K. HENDRICKS

Distribution to all government contract representatives listed below initiating
contract DD254's requiring access to Intelligence Information:

Contracting Officer's Representatives (COR's)
Technical Points-of-Contact (TPOC's)
Contracting Officer's Security Representatives (COSR's)

<PAGE>
                             DEPARTMENT OF THE NAVY
OPNAV Notice 5510

From. Chief of Naval Operations
To: All Ships and Stations

Subj. NEW DERIVATIVE CALSSIFICATION MARKINGS UNDER EXECUTIVE ORDER 12958

Ref: (a) OPNAVINST 5510.1H

Encl:    (1) Exemption Categories Replacing "OADR"
         (2) Guide for Derivative Classifications Markings

1.Purpose. To implement new derivative classification markings required by
Executive Order (EO) 12958, "Classified National Security Information, and the
Office of Management and Budget (OMB) Implementing Directive for Executive Order
12958.

2. Background. EO 12958 and the OMB Implementing Directive became effective on
14 October 1995. The EO and the OMB Implementing Directive will be further
implemented within the Department of the Navy (DON) by revision of reference
(a), which shall remain in effect during the interim, subject only to changes
authorized by this notice and subsequent issuances.

3. Discussion. The two major changes required by EO 12958 are:

     a.   "Derived From" replaces the "Classified By" line.

     b.   A 10-year automatic declassification exemption category )-ies) marking
          ("X1" through "XS" replaces "Originating Agency's Determination
          Required" ("GADR") as the duration shown in the "Declassify on" line.


4. Action. Effective on 14 October 1995, Department of the Navy commands
creating new documents and material containing derivatively classified
information shall:

     a.   Use enclosure (1) to replace "GADR" and earlier EO indefinite duration
          markings with the corresponding 10-year automatic declassification
          exemption category (-ies) marking, pending issuance of updated DON
          security classification guidance in the OPNAVINST 5513 series

     b.   Use enclosure (2) to determine the appropriate markings.


<PAGE>
                                                                  OPNAVNOTE 5510


                     EXEMPTION CATEGORIES REPLACING "OADR"

"Originating Agency's Determination Required" ("OADR"), and previous executive
order indefinite duration markings shall not be used in new documents created
after 14 October 1995.

The following 10-year automatic declassification exemption category markings
shall replace "OADR" pending issuance of updated guidance in the Department of
the Navy "RANKIN" Program guides, OPNAVINSTs C5513.2 (NOTALS),:

Exemption Category                                               NewMarking

(1) Intelligence source, method, or activity,
or a cryptologic system or activity                                   X1

(2) Information that would assist in the development of use
of weapons of mass destruction                                        X2

(3) Information that would impair the
development or use of technology within a United States
weapons system                                                        X3

(4) United States military plans, or national
security emergency preparedness plans                                 X4

(5)Foreign government information                                     X5

(6) Information that would damage relations
between the United States and, a  foreign government,
reveal a confidential source, or seriously
undermine diplomatic activities that are
reasonably expected to be ongoing.                                    X6

(7)Information that would impair the ability
of responsible United States  Government officials
to protect the President, the Vice President,
and other individuals for whom protection services,
in the interestof national security, are authorized                   X7

(8) Information that would violate a
statute, treaty, or international agreement                           X8

                                                                   Enclosure (1)
<PAGE>

OPNAVNOTE 5510

5. Points of Contact. The Chief of Naval Operations (N09N2) points of contact
are Mr. Raymond F. Schmidt at (202) 433-8842/DSN 288-8842 and Mr. Ronald W.
Marshall at (202) 433-8861/DSN 288-8861.

6. Cancellation Contingency. Retain this notice for reference purposes until
incorporated into reference (a).


                                                           ROY D.NEDROW
                                                           Special Assistant for
                                                           Naval Investigative
                                                           Matters and Security


Distribution:
SNDL Parts 1 and 2
MARCORPS PCN71000000000 and 71000000100
<PAGE>

                                                                  OPNAVNOTE 5510

                  GUIDE FOR DERIVATIVE CLASSIFICATION MARKINGS

                 (New marking requirements are shown in bold.)

On the new "Derived From" line, cite the security classification guide or source
document. On the "Declassify On" line, state the date or event (which must be
less that 10 years from the origination date of the document) for
declassification or state the 10-year automatic declassification exemption
category (-ies) listed in enclosure (1).

         Example:
         Derived From:     OPNAVINST S5513.6D-11
         Declassify On:    12 Jan 2003

         Example:
         Derived From: CNO (N10) LTR Ser 6S123456 of 20 Jan 96
         Declassify on:  Upon completion of Project BIG JUMP

         Example:
         Derived From: COMDESRON FIFTEEN 261023Z Dec 95
         Declassify on:  X4

         Example:
         Derived From; CNO (N10) Report 7-97 "Operation BIG JUMP" Declassify on"
         X1, X4

         Example:
         Derived From: Multiple Sources
         Declassify on:  X1, X3. X5



                                                                    Enclosure(2)











<PAGE>

INSTRUCTIONS FOR COMPLETING DD FROM 1540,
"REGISTRATIONFOR SCIENTIFIC AND TECHNICAL INFORMAION SERVICES"

A.WHO IS ELIGIBLE

The Defense Technical Information Center's (DTIC's) products and services are
available to U.S. Government organizations, their contracto5rs, subcontractors
and potential contractors. In order to register for these services, all
applicants are required to complete the DD Form 1540.

B.WHERE TO FILE

Completed DD Forms 1540, and other related correspondence, should be mailed to:
Defense Technical Information Center
DTIC-BCS, Registration Branch
8725 John H. Kingman Road
Suite 0944
Fort Belvoir, VA 22060-6218

Telephone: (703) 767-8273
Fax:            (703) 767-8228

C. RESTRICTE DATE AND/OR CNWDI

     U. S. Government (Non-DoD) organizations requesting access to Restricted
Date and or CNWDI must have the Department of Energy notify DTIC in writing that
the individual listed as the point-of-contact (Item4, Attention") on the DD Form
1540 is authorized to receive such date.

D.GENERAL INSTRUCTIONS

1. U. S. Government Organizations

     (1)Section 1 - General Information. All applicants must complete Section 1
in full.

     DoD organizations complete only Section 1 if requesting access to
unclassified/unlimited or unclassified/limited data. DoD organizations should
include DSN numbers where noted.

     Non-DOD Government organizations complete only Section 1 if requesting
access to only unclassified/unlimited data.

     (2) Section II - Security Officer. All U. S. Government organization
requesting access to classified date must obtain the signature of their
organization's security officer. The security officer certifies that the
organization listed in Section 1 may receive and store classified data at the
access lever indicated in Section 1 (item11, "Type of Access Desired").

     (3)Section III Prime Contractor Approval. Leave blank.

     (4) Section IV - U. S. Government Approving Official, DoD organizations
must complete Section IV if requesting access to classified data. Non-DoD
Government organization must complete Section IV if requesting access to
unclassified/limited or classified data. Signature of Government Approving
Official is required.

     -Approving Official for DoD organizations is any designated official, such
as the Commanding Officer...Technical Director, etc.

     -Non-DoD Government organizations refer to DTIC's registration guide for
the address of their approving official.

     (5) Section V - Subject Fields and Groups. All U.S. Government
organizations requesting access to classified data must select the pertinent
subject fields of interest based on user need-to-know requirements.

2.Contractors, Subcontractors, Potential Contractors, CRDA Partners, and
Grantees.

     Access to export-controlled data requires DTIC's receipt of a certified
copy of the DD From 2345, "Military Critical Technical Data Agreement." Access
to classified data required approved facility clearance from the Defense
Investigative Service (DIS). For more information, refer to DTIC's registration
guide.

     (1) Section I - General Information. All contractors, subcontractors, and
potential contractors must complete Section I in full. Cite your prime contract
number and expiration date in this section.

     (2) Section II - Security Officer. Leave blank.

     (3) Section III - Prime Contractor Approval. All subcontractors must
complete Section III. Cite your subcontract number and expiration date in this
section.

     (4) Section IV - U.S. Government Approving Official. All contractors,
subcontractors, and potential contractors must complete Section IV. Signature of
Government approving official is required. (Refer to DTIC's registration guide
for information on who may quality as the approving official.)

     (5) Section V - Subject Fields and Groups. All contractors, subcontractors,
and potential contractors requesting access to classified data must select the
pertinent subject fields of interest based on user need-to-know requirements.

E. AFTER REGISTRATION

     (1) DTIC will mail a numeric user code and additional information to the
user upon completion of registration.

     (2) Registered DTIC users must notify DTIC in writing of any changes to
their current DD Forms 1540.

     (3) Registered DTIC users receive a notice from DTIC 60 days prior to the
scheduled expiration date of their service.

F. ADDITIONAL INFORMATION

     For a more complete instructional guide, refer to the "Registration Guide
to the Defense Technical Information Center (DTIC)." Copies may be obtained from
the address in Paragraph B.


<PAGE>


REGISTRATION FOR SCIENTIFIC AND TECHNICAL INFORMATION SERVICES

Form Approved
OMB No. 0704-0264
Expires May 31, 1998

Public reporting burden fro this collection of information is estimated to
average 265 minutes per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing of information. Send comments regarding this burden
estimate or any other aspect of the collection of information including
suggestions to reducing this burden, to Department of Defense, Washington
Headquarters Services, Directorate of Information, Operations and Reports, 1215
Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302.and to the Office
of Management and Budget, Paperwork Reduction Project (0704-0264). Washington,
DC 20603.

PLEASE DO NOT RETURN YOUR FORM TO EITHER OF THESE ADDRESSES. SEND YOUR COMPLETED
FORM TO: DEFENSE TECHNICAL INFORMATION CENTER, ATTN: DTIC-BCS, 8725 JOHN J.
KINGMAN ROAD, SUITE0944, FORT BELVOID, VA 22060-6218.

SECTION 1 - GENERAL INFORMATION (All applicants must complete Section I.)

1.  ORGANIZATION NAME
2.  SUBORGANIZATION NAME
3a. STREET ADDRESS
b.  CITY
c.  STATE
d.  Zip Code
4.  ATTENTION
a.  NAME (Last, First, Middle Initial)
b.  POSITION/TITLE
c.  OFFICE SYMBOL
5.  TELEPHONE NUMBER (Include area code(
6.  FAX NUMBER (Include area code)
7.  INTERNET E-MAIL ADDRESS
8a. PRIME CONTRACT NUMBER (Or other appropriate number) / Contractors only)
b.  EXPIRATION DATE (YYMMDD)
9.  CURRENT OR FORMED USER (x one)
10. MILITARY CRITICAL TECHNICAL DATA AGREEMENT CERTIFICATION NUMBER (Contractors
    only)
11. TYPE OF ACCESS DESIRES (x as applicable)

UNCLASSIFIED/LIMITED

UNCLASSIFIED/LIMITED

CONFIDENTIAL

SECRET

RESTRICTED DATA

CNWDI

NATO


FOR DTIC USE ONLY
DTIC USER CODE
RENEWAL DATE (YYMMDD)
USER TYPE
CHARGE CODE
ENTITY CODE
SERVICE LEVEL SPONSOR
CAGE CODE
FACILITY SECURITY CLEARANCE
SECURITY CLEARANCE
TYPE
RD
CNWSDI
SIGMA
NATO


SECTION II - SECURITY OFFICER (All U.S. Government organizations must complete
Section II if requesting access to classified data.)

12. SECURITY OFFICER CERTIFICATION
I certify that the organization listed in Section I may receive and store
classified data at the access level indicated in Section I.

  a. NAME (Last, First, Middle Initial)
  b. ORGANIZATION NAME
  d.

(1) STREET ADDRESS
(2) CITY
(3) STATE
(4) ZIP CODE
  d. TELEPHONE NUMBER (Include area code)
  e. SIGNATURE
  f. DATE SIGNED (YYMMDD0

(1) COMMERCIAL
(2) DSN

SECTION III - PRIME CONTRACTOR APPROVAL (All subcontractors must complete
Section III. Prime Contractor's signature is required.)
13. PRIME CONTRACTOR ORGANIZATION NAME
14.a. SUBCONTRACT NUMBER
   b. EXPIRATION DATE (YYMMDD)
15.a. STREET ADDRESS
   b. CITY
   c. STATE
   d. ZIP CODE
16.a. PRIME CONTRACTING OFFICER NAME (Last, First, Middle Initial)
   b. POSITION./TITLE
   c. TELEPHONE NUMBER
   (include area code)
   d. SIGNATURE
   e. DATE SIGNED (YYMMDD)

SECTION IV - U.S. GOVERNMENT APPROVINE OFFICIAL (All contractors, those DoD
organizations requesting access to classified lists, and Non-DoD Government
organizations requesting access to unclassified/limited or classified data must
complete Section IV. Government Approving Official's signature is required.)

17. APPROVING ORGANIZATION NAME
18.a. STREET ADDRESS
   b. CITY
   c. STATE
   d. ZIP CODE
19.a. APPROVING OFFICIAL NAME (Last, First, Middle Initial)
   b. POSITION/TITLE
   c. TELEPHONE NUMBER (Include area code)
   d. SIGNATURE
   e. DATE SIGNED (YYMMDD)
(1) COMMERCIAL
(2) DSN

FOR DTIC USE ONLY
DD FORM 1540. AUG 95
PREVIOUS EDITION IS OBSOLETE

<PAGE>

SECTION V. SUBJECT FIELDS AND GROUPS (as applicable. All applicants must
complete Section V if requesting access to _________data. The first number is
the subject field, the second is the more specific group.)


01       Aviation Technology (ALL)
01       Aerodynamics
02       Military Aircraft Operations
03       Aircraft
03.01    Helicopters
03.02    Bombers
03.03    Attack and Fighter Aircraft
03.05    Transport Aircraft
03.06    Training Aircraft
03.07    VISTOL
03.08    Gliders and Parachutes
03.09    Civilian Aircraft
03.10    Pilotless Aircraft
03.11    Lighter-than-air Aircraft
03.12    Research & Experimental Aircraft
04       Flight Control & Instrumentation
05       Terminal Flight Facilities
06       Commercial & General Aviation
-----------------------------------------
02       Agriculture (ALL)
01       Agricultural chemistry
02       Agricultural E____________
03       Agricultural Engineering
04       Agronomy, Horticulture & Aguaculture
05       Animal Husbandry & Veterinary Medicine
06       Forestry
-----------------------------------------
03       Astronomy & Astrophysics (ALL)
01       Astronomy
02       Astrophysics
03       Celestial Mechanics
-----------------------------------------
04       __________Sciences (ALL)
01       __________Physics
02       Meteorolgy
-----------------------------------------
05       Behavorial & Social Sciences (ALL)
01       Administration & Management
02       Information Science
03       Economics & Cost Analysis
04       Government & Political Sciences
05       Sociology & Law
06       Humanities & History
07       Linguistics
08       Psychology
09       Personal Management & Labor Relations
-----------------------------------------
06       Biological & Medical Sciences (ALL)
01       Biochemistry
02       Genetic Engineering & Molecular Biology
03       Biology
04       Anatomy & Physiology
05       Medicine & Medical Research
06       Ecology
07       Radiobiology
08       Food, Food Services & Nutrition
09       Hygiene & Sanitation
10       Stress Physiology
11       T_______________
12       Medical Facilities, Equipment & Supplies
13       Microbiology
14       Weapons Effects (Biological)
15       Pharmacology
-----------------------------------------
07       Chemistry (ALL)
01       Industrial Chemistry/Chemical Processing
02       Inorganic Chemistry
03       Organic Chemistry
04       Physical Chemistry
05       Radiation & Nuclear Chemistry
06       Polymer Chemistry
-----------------------------------------
08       Earth Sciences & Oceanography (ALL)
01       Biological Oceanography
02       Cartography & Aerial Photography
03       Physical & Dynamic Oceanography
04       G___________
05       G___________
06       Geography
07       Geology, Geochemistry & Mineralogy
08       Hydrology, Limnology, Potarnology
09       Mining Engineering
10       Bell Mechanics
11       ?
12       ?
-----------------------------------------
09       ?
01       ?
02       ?
03       ?
04       L__________& Bulk Acoustic Wave Devices
05       E___________________Devices
06       A__________________Devices
07       E_______________Shielding
-----------------------------------------
10       Power Propulsion & Energy_____________
01       Non-Electrical Energy Conversion
02       Electric Power Production & Distribution
03       Electrochemical Energy Storage
04       Energy Storage
-----------------------------------------
11       M_____________________(ALL)
         Adhesives, Sseals & Binders01
02       C_________, Refractories & Glass
02.01    Refractory Fibers
<PAGE>

11       M________________(Continued)
03       Castings, ____________& Finishes
04       Laminates & Comp_______Materials
05       Textiles
06       M____________________
06.01    Properties of Metals & Alloys
06.02    Fabrication Metallurgy
07       Miscellaneous Materials
08       Lubricants & Hydraulic Fluids
09       Plastics
10       E__________& Rubber
11       Solvents, Cleaners & Adhesives
12       Weed, Paper & Related Forestry Products12
-----------------------------------------
12       Mathematical & Computer Sciences (ALL)
01       Numerical Mathematics
02       T__________ Mathematics
03       Statistics & Probability
04       Operations______________
05       Computer Programming & Software
06       Computer Hardware
07       Computer Systems
08       Computer Systems Management & Standards
09       Cybernetics
-----------------------------------------
13       Mechanical, Industrial, Civil & Marine Engineering (ALL)
01       Air Conditioning, Heating, Lighting & Ventilation
02       Civil Engineering
03       Construction Equipment, Materials & Supplies
04       Containers & Packaging
05       Couplers, Fasteners & Joints
06       Surface Transportation & Equipment
06.01    Surface Effect Vehicles/Amphibian Vehicles
07       Hydraulic & Pneumatic Equipmment
08       Manufacturing & Industrial Engineering & Control of Production Systems
09       Machinery & Tools
10       Marine Engineering
10.01    Submarine Engineering
11       Pumps, Filters, Pipes, Tubing, Fittings & Valves
12       Safety Engineering
13       Structural Engineering & Building Technology
-----------------------------------------
14       Test Equipment, Research Facilities & Reprography (ALL)
01       Holography
02       Test Facilities, Equipment & Methods
03       Recording & Playback Devices
04       Photography
05       Printing & Graphic Arts
-----------------------------------------
15 _______ Military Sciences (ALL)
01 Military Forces & Organizations
02 CivilDefense
03 Defense Systems
03.01 Antimissile Defense Systems
03.02 Antiaircraft
Defense Systems
03.03 Antisatellite Defense Systems
04 Military Intelligence
05 Logistics, Military Facilities & Supplies 06Military Operations, Strategy &
Tactics
06.01 Naval Surface Warfare
06.02 Undersea & Antisubmarine Warfare
06.03Chemical, Biological & Radiological Warfare
06.04 Nuclear Warfare 06.05 Space Warfare
06.06 Land Mine Warfare 06.07 Unconventional Warfare
-----------------------------------------
16       Guided Missile Technology (ALL)
01       Guided Missile Launching & Basing Support
02       Guided Missile Trajectories, Asourasy & Balletics
02.01    Guided Missile Dynamics, Config. & Control Surfs
03       Guided Missile Warheads & F_______
04       Guided Missiles
04.01    Air & Space - Launched Guided Missiles
04.02    Surface-Launched Guided Missiles
04.03    Underwater - Launched Guided Missiles
05       Guided Missile________Vehicles
-----------------------------------------
17       Navigation_________________________(ALL)
01       Acoustics Detection & ____________
02       Non-Acoustic/Non-Magnetic Submarines Detection
03       Direction Finding
04       C_____________________
04.01    R________ Countermeasures
04.02    Acoustic Countermeasures
04.03    Radar Countermeasures
04.04    Optical Countermeasures
05       Optical_______________________
05.01    Infrared Detection_____________
05.02Ultraviolet Detection________________
06       Magnetic & Electric Field Detection_______________
07       Navigation & Guidance
07.01    Land & _________Navigation & Guidance
07.02    Underwater & Marine Navigation & Guidance
07.03    Air Navigation & Guidance
0.04     Space Navigation & Guidance
08       Miscellaneous Detection and Detectors
09       Active & Passive Radar
10       S____________________
11       Target Direction, Range & Position Finding
<PAGE>

18       Nuclear Science & Technology (ALL)
01       Fusion Devices (Therm__________)
02       Isotopes
03       Nuclear E_____& Devices (Non Military)
04       Nuclear Instrumentation
05       Nuclear Power Plants & Fission_________Engineering
05.01    Nuclear Fission R______ (Power)
05.02    Nuclear Fission R_______(Non-Power)
06       Nuclear Radiation Shielding Protection & Safety
07       Radioactivity, Radioactive Wastes & Fission Products
08       SNAP (Systems for Nuclear Auxiliary Power) Technology
09       Fission Reactor Physics
10       Fission Reactor Materials19
-----------------------------------------
19       Ordinance (ALL)
01       Ammunition & Explosives
01.01    Pyrotechnics
02       Aerial Bombs
03       Combat Vehicles
04       Armor
05       Fire Control & Bombing Systems
06       Guns
07       Rockets
08       Underwater Ordinance
08.01    Torpedoes
09       Explosives
10       Ball______
11       Nuclear Weapons
12       Directed Energy Weapons
13       Guided Munitions
-----------------------------------------
20       Physics (ALL)
01       Accustics
02       Crystallography
03       Electricity & Magnetism
04       Fluid Mechanics
05       Atomic & Molecular Physics & Spectroscopy
06       Optics
06.01    Fiber Optics & Integrated Optics
07       Part_____ Acc_____________
08       Nuclear Physics & Elementary Particle Physics
09       Plasma Physics & Magnetichydrodynamics
10       Quantum Theory & Relativity
11       Mechanics
12       Solid Strata Physics
13       Thermodynamics
14       Radiofrequency Wave Propagation
15       Electromagnetic Pulses
-----------------------------------------
21       Propulsion, Engine & Fuels (ALL)
01       Air Breathing Engines (Unconventional)
02       Combustion & Ignition
03       Electric & Ion Propulsion
04       Nuclear Propulsion
05       Je & Gas Turbine Engine
06       Nuclear Propulsion
07       Reciprocating & Rotation Engines
08       Rocket Engines
08.01    Liquid Propellant Rocket Engines
08.02    Solid Propellant Rocket Engines
09       Rocket Propellants
09.01    Liquid Rocket Propellants
09.02    Solid Rocket Propellants
-----------------------------------------
22       Space Technology (ALL)
01       Astronauts
02       Unmanned Spacecraft
03       Spacecraft Trajectories and Reentry
04       Ground Support Systems & Facilities for Space Vehicles
05       Manned Spacecraft
-----------------------------------------
23       Biotechnology ( ALL)
01       Biomedical instrumentation & Bioengineering
02       Human Factors Engineering & Man Machine Systems
03       Bionics
04       Protective Equipment
05       Life Support Systems
06       Escape, Rescue & Survival
-----------------------------------------
24       Environmental Pollution & Control (ALL)
01       Air Pollution & Control
02       Noise Pollution & Control
03       Solid Waste Pollution & Control
04       Water Pollution & Control
05       Pesticides Pollution & Control
06       Radiation Pollution & Control
07       Environmental Health & Safety
-----------------------------------------
25       Communications (ALL)
01       Telemetry
02       Radio Communications
03       Non-Radio Communications
04       Voice Communications
05       Command, Control & Communications Systems
-----------------------------------------
ALL      ALL SUBJECT FIELDS AND GROUPS


<PAGE>

                                 FOR COPIES OF
                          DoD 5400.7-R, September 1998

                                 C.3 CHAPTER 3
                                   EXEMPTIONS
                               Pages 31through 42

                                      AND

                                 C4. CHAPTER 4
                              Pages 43 through 47

                              REFER TO ENHIBIT (A)
                                   CDRL A004