<PAGE>   1
                                                                    Exhibit 10.1


SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS

1.       Requisition Number - See Schedule

2.       Contract No. DAAE07-00-C-S019

3.       Award/Effective Date - 2000APR10

4.       Order Number

5.       Solicitation Number

6.       Solicitation Issue Date

7.       For Solicitation Information Call:

         A.       Name - Steve Sabbagh
         B.       Telephone Number (No Collect Calls) - (810) 574-6873

8.       Offer Due Date/Local Time

9.       Issued By - Code W56HZV

         TACOM
         AMSTA-LC-CHBA-F
         WARREN, MICHIGAN 48397-5000

10.      This Acquisition Is
          X   Unrestricted
         ---
         ___ Set Aside:            % For
                  ___ Small Business
                  ___ Small Disadv Business
                  ___ 8(A)
         SIC: 3714
         Size Standard:

11.      Delivery For FOB Destination Unless Block Is Marked
          X   See Schedule
         ---

12.      Discount Terms

          X  13a.  This Contract Is A Rated Order Under DPAS (18 CFR 700)
         ---

13b.     Rating - DOA4

<PAGE>   2



14.      Method Of Solicitation

         ___ RFQ
         ___ IFB
         ___ RFP

15.      Deliver To      -       Code ____________

         See Schedule

         Telephone No.

16.      Administered By    -       Code S3605A

         DCMC DAYTON
         AREA C, BUILDING 30
         1725 VAN PATTON AVENUE
         WRIGHT PATTERSON AFB, OH 45433-5302

17.      Contractor/Officer     -     Code 6W728    -    Facility _________

         O'GARA-HESS & EISENHARDT ARMORING CO
         9113 LE SAINT RD
         FAIRFIELD, OH 45014

         Telephone No.  (513) 874-2112

17b.     Check If Remittance Is Different And Put Such Address In Offer

18a.     Payment Will Be Made By     -     Code SC1018

         DFAS-COLUMBUS CENTER
         DFAS-CO/NEW DOMINION DIVISION
         P.O. BOX 182041
         COLUMBUS, OH 43218-2041

18b.     Submit Invoices To Address Shown In Block 18a Unless Block Below
         Is Checked

         ___ See Addendum

19.      Item No.

20.      Schedule Of Supplies/Services

<PAGE>   3

         See Schedule
         Contract Expiration Date: 2001JUN30

         (Attach Additional Sheets As Necessary)

21.      Quantity

22.      Unit

23.      Unit Price

24.      Amount

25.      Accounting And Appropriation Data

         ACRN: AA 21 02035000006D6D11P51103431E1 S20113 W56HZV

26.      Total Award Amount (For Govt. Use Only)
         $24,462,234.00

___ 27a.    Solicitation Incorporates By Reference FAR 52.212-1, 52.212-4.
            FAR 52.212-3 And 52.212-5 Are Attached.
            ___ Are   ___ Are Not Attached

 X   27b.   Contract/Purchase Order Incorporates By Reference FAR 52.212-4.
---         FAR 52.212-5 Is Attached.  Addenda  X  Are  ___ Are Not Attached
                                               ---

28.      ___  Contractor Is Required To Sign This Document And Return ______
         Copies To Issuing Office.  Contractor Agrees to Furnish and Deliver All
         Items Set Forth or Otherwise Identified Above and On Any Additional
         Sheets Subject to the Terms and Conditions Specified Herein.

29.      ___ Award Of Contract: Reference _____________ Offer Dated
         ________________. Your Offer on Solicitation (Block 5) Including Any
         Additions or Changes Which Are Set Forth Herein Is Accepted as to
         Items:

30a.     Signature Of Offeror/Contractor

30b.     Name and Title of Signer (Type or Print)

30c.     Date Signed

31a.     United States of America (Signature of Contracting Officer)

31b.     Name of Contracting Officer (Type or Print)

<PAGE>   4

         SHARLENE INNES
         INNESS@TACOM.ARMY.MIL (810) 574-7353

31c.     Date Signed

32a.     Quantity in Column 21 Has Been

         ___ Received
         ___ Inspected
         ___ Accepted and Conforms to the Contract Except as Noted

32b.     Signature of Authorized Government Representative

32c.     Date

33.      Ship Number

         ___ Partial
         ___ Final

34.      Voucher Number

35.      Amount Verified Correct For

36.      Payment

         ___ Complete
         ___ Partial
         ___ Final

37.      Check Number

38.      S/R Account Number

39.      S/R Voucher Number

40.      Paid By

41a.     I Certify This Account is Correct and Proper for Payment

41b.     Signature and Title of Certifying Officer

41c.     Date

42a.     Received by (Print)


<PAGE>   5



42b.     Received at (Location)

42c.     Date Recd (YYMMDD)

42d.     Total Containers


<PAGE>   6



SUPPLEMENTAL INFORMATION

      Regulatory Cite                  Title                     Date
      ---------------      -------------------------------     --------

1     52.204-4006          TACOM'S ACQUISITION CENTER HOME     APR/1999
      (TACOM)              PAGE ON THE WORLD-WIDE WEB

         (a) We have replaced the TACOM Electronic Bulletin Board (EBB) with a
World- Wide Web Home Page. Most of the information you formerly could find on
the EBB now appears on our home page, and we've added items that were not
available on-line before now. You'll find that the Acquisition Center Home Page
is much easier to use than the EBB. The home page, which is accessible using any
commercial web-browser, appears at this http: www.tacom.army.mil/acqcen/

         (b) You may need to use special software to view documents that we post
on the home page. This viewing software is freeware, available for download at
no cost from commercial Web Sites like Microsoft and Adobe. In cases where such
software is required, we provide a link from our page to the commercial site
where the software is available. Once you arrive at the software-developer's
site, follow their instructions to download the free viewer. You then can return
to the TACOM home page.

         (c) The following solicitation information and open actions are
available on our home page:

             --       Competitive Solicitations for Spare and Repair Parts
             --       Sole Source/Restricted Buys (Subcontracting Opportunities)
             --       Base Operations Procurement Information
             --       Information Technology and Services Acquisitions, and
             --       Commercial Vehicle Solicitations.

             In addition, you'll also find:

             --           current TACOM Master Solicitations, to include a
                          master solicitation for simplified acquisitions,
             --           Draft Solicitations
             --           Market Surveys/Sources Sought Notices
             --           Broad Agency Announcements
             --           TACOM Acquisition Center Points of Contact
             --           Proposal Submission Guidelines
             --           Searchable Database for Procurement History
             --           Central Contractor Registration (CCR) Information
             --           Environmental Information
             --           Acquisition Reform Information
             --           Link to CBDNet, and
             --           a Listing of Procurement References and Other
                          Government Links.

         (d) All solicitations are now available on the TACOM web page and are
no longer available in hard copy. The TDPs, and other documents, when available
electronically, will be

<PAGE>   7


an attachment to the solicitation package on the web. Documents not available on
the web will be identified in the solicitation package and shall be available
from the TACOM Bid Lobby. Instructions for requesting this information shall be
available on the Acquisition Center home page. Please see PROPOSAL SUBMISSION
GUIDELINES on the home page for more information.

         (e) If you have questions or need help in using the Acquisition Center
Home Page, call our Electronic Contracting Help Desk at (810) 574-7059, or send
an E-Mail message to:
                           Acquenweb@tacom.army.mil

If you have questions about the content of any specific item posted on our home
page, please call the buyer or point of contact listed for the item
                                 ***end***

2    52.204-4007       EXECUTIVE SUMMARY--REQUIRED USE         JUL/1999
     (TACOM)           OF ELECTRONIC COMMERCE

         This solicitation contains a Section H and a Section L provision
concerning TACOM's use of Electronic Commerce, which includes Electronic Data
Interchange (EDI) and the Worldwide Web (WWW), in issuing awards, contract
modifications and delivery orders. The selected offeror is required to register
with DoD Central Contractor Registration (CCR) and will receive an electronic
Notice of Award/Modification via e-mail. All awards, modifications, and delivery
orders are posted on the TACOM Business Opportunities Webpages. The contractor
will have the option of downloading the award from the WWW or receiving it
through EDI.


<PAGE>   8



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
                SUPPLIES OR SERVICES AND PRICES/ COSTS

0001            Supplies or Services and Prices/Costs
                -------------------------------------

0001AA          PRODUCTION QUANTITY                             189             EA         $  68,096.00000    $  12,870,144.00
                -------------------                                                        ---------------     ---------------
                NSN: 2320-01-413-3739
                NOUN: M1114 UP ARMOR HMMWV
                FSCM: 19207
                PART NR: 87T0015
                SECURITY CLASS: Unclassified
                PRON: JZ02P284JZ PRON AMD: 03 ACRN:AA
                AMS CD: 511034

                The contractor will apply bar-coded labels to every shipment
                made under this contract, including each unit pack, intermediate
                container, palletized load, exterior container, and loose or
                unpacked items. The bar coding must be in accordance with
                MTL-STD-129, and with ANSI-BCI-1995, as to bar-code density,
                dimensions, technical structure, symbol separation, and
                placement of the bar code labels. We prefer that the Human
                Readable Interpretation (HRI) symbols be placed below the bar
                codes rather than above or beside them.

                         (End of narrative B001)

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001    W56HZW0080S102       Y00000        M

                MARK FOR          TP CD    PROJ CD
                --------          -----    -------
                                    3        000

                BRK BLK PT        DEL REL CD        QUANTITY
                ----------        ----------        --------
                                    001              189

                DEL DATE
                --------
                31-DEC-2000

                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   9


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
0002            Supplies or Services and Prices/Costs
                -------------------------------------

0002AA          PRODUCTION QUANTITY                           171               EA         $   67,790.00000    $   11,592,090.00
                -------------------                                                         ---------------     ----------------

                NSN: 2320-01-413-3739
                NOUN: M1114 HMMWV ARMORING
                FSCM: 19207
                PART NR: 87T0015
                SECURITY CLASS: Unclassified
                PRON: JZ02P285JZ PRON AMD: 03 ACRN: AA
                AMS CD: 511034

                The contractor will apply bar-coded labels to every shipment
                made under this contract, including each unit pack, intermediate
                container, palletized load, exterior container, and loose or
                unpacked items. The bar coding must be in accordance with
                MIL-STD-129, and with ANSI-BC1-1995, as to bar-code density,
                dimensions, technical structure, symbol separation, and
                placement of the bar code labels. We prefer that the Human
                Readable Interpretation (HRI) symbols be placed below the bar
                codes rather than above or beside them.

                         (End of narrative B001)

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001    W56HZW0080S103       Y00000       M

                MARK FOR          TP CD    PROJ CD
                --------          -----    -------
                                    3        000

                BRK BLK PT        DEL REL CD        QUANTITY
                ----------        ----------        --------
                                     001              171

                DEL DATE
                --------
                30-JUN-2001

                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   10


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
1001            Supplies or Services and Prices/Costs
                -------------------------------------

1001AA          OPTION YEAR 1 - CY00                            1               EA         $   68,096.00000    $        68,096.00
                --------------------                                                        ---------------     -----------------

                SECURITY CLASS: Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                              001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   11


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
1002            Supplies or Services and Prices/Costs
                -------------------------------------

1002AA          OPTION YEAR 1 - CY01                             1              EA         $   67,790.00000    $        67,790.00
                --------------------                                                        ---------------     -----------------

                SECURITY CLASS: Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                              001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   12



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
2001            Supplies or Services and Prices/Costs
                -------------------------------------

2001AA          OPTION YEAR 2 - CY01                             1              EA         $   67,790.00000    $        67,790.00
                --------------------                                                        ---------------     -----------------

                SECURITY CLASS: Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                               001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   13



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
                Supplies or Services and Prices/Costs
                -------------------------------------

2002AA          OPTION YEAR 2 - CY 02                            1              EA         $   67,978.00000    $        67,978.00
                ---------------------                                                       ---------------     -----------------

                SECURITY CLASS: Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                               001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   14



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
3001            Supplies or Services and Prices/Costs
                -------------------------------------

3001AA          OPTION YEAR 3 - CY 02                            1              EA         $   67,978.00000    $        67,978.00
                ---------------------                                                       ---------------     -----------------

                SECURITY CLASS: Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                               001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   15



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
3002            Supplies or Services and Prices/Costs
                -------------------------------------

3002AA          OPTION YEAR 3 - CY 03                            1              EA         $   69,029.00000    $        69,029.00
                ---------------------                                                       ---------------     -----------------

                SECURITY CLASS: Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                              001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   16



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
4001            Supplies or Services and Prices/Costs
                -------------------------------------

4001AA          OPTION YEAR 4 - CY 03                            1              EA         $  69,029.00000     $  69,029.00
                ---------------------                                                       --------------      -----------

                SECURITY CLASS:  Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                               001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   17



<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
ITEM NO               SUPPLIES/SERVICES                      QUANTITY          UNIT       UNIT PRICE             AMOUNT
----------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                          <C>               <C>        <C>                 <C>
4002            Supplies or Services and Prices/Costs
                -------------------------------------

4002AA          OPTION YEAR 4 - CY 04/05                         1              EA         $  69,761.00000     $  69,761.00
                ------------------------                                                    --------------      -----------

                SECURITY CLASS:  Unclassified

                Packaging and Marking
                ---------------------

                Best Commercial Practices

                         (End of narrative D001)

                Inspection and Acceptance
                -------------------------
                INSPECTION: Origin         ACCEPTANCE: Origin

                Deliveries or Performance
                -------------------------
                DOC                         SUPPL
                REL CD   MILSTRIP           ADDR       SIG CD
                ------   --------           ------     ------
                001

                MARK FOR          TP CD    DEL REL CD
                --------          -----    ----------
                                               001

                QUANTITY          DEL DATE
                --------          --------
                   1              UNDEFINITIZED



                FOB POINT: Origin

                SHIP TO: PARCEL POST ADDRESS
                         -------------------
                (Y00000)          SHIPPING INSTRUCTIONS FOR CONSIGNEE (SHIP-TO)
                                  WILL BE FURNISHED PRIOR TO THE SCHEDULED
                                  DELIVERY DATE FOR ITEMS REQUIRED UNDER THIS
                                  REQUISITION.
</TABLE>

<PAGE>   18



B.1      OPTIONS

         The Government has the right to exercise option vehicles, at the unit
prices stated in Section B.1.2, provided the contractor is still in production,
and a six month lead-time is given to the contractor. Options may be exercised
within the required lead-time or by mutual agreement. This contract becomes
self-terminating should the Government decide not to exercise option vehicles.

B.1.1    VEHICLE QUANTITIES

         The Government has the right to purchase vehicles in any increments up
to the maximum order quantity specified below by calendar year. However, the
total number of vehicles optioned will not exceed 2,700 vehicles.

                                                      Quantity

         Option Year 1 - CY 2000 Deliveries               90
                       - CY 2001 Deliveries              720
         Option Year 2 - CY 2002 Deliveries              540
         Option Year 3 - CY 2003 Deliveries              540
         Option Year 4 - CY 2004 Deliveries              540
         Option Year 4 - CY 2005 Deliveries              270
              Total                                    2,700

B.1.2    VEHICLE PRICES

         Options, if exercised, will be at the Unit Prices specified below for
vehicle deliveries falling into each respective calendar year. A delivery
schedule, for any options exercised, will be mutually established prior to award
of any options.

         Deliveries                 Unit Price*

         CY 00                      $68,096
         CY 01                      $67,790
         CY 02                      $67,978
         CY 03                      $69,029
         CY 04/05                   $69,761

*If Navy vehicles are required an increase $150 shall apply. The increase
results from the requirement for a non-skid (textured) roof, extra gun mounting
bracket and labor necessary to install the gun mounting bracket. The Gun Mount
itself, P/N 12956264, will be provided as GFE.

                          *** END OF NARRATIVE B001 ***

<PAGE>   19


CONTRACT ADMINISTRATION DATA

<TABLE>
<CAPTION>

                                                                                        JOB
LINE     PRON/                   OBLG                                                   ORDER        ACCOUNTING     OBLIGATED
ITEM     AMS CD         ACRN     STAT      ACCOUNTING CLASSIFICATION                    NUMBER       STATION        AMOUNT
----     ------         ----     ----      -------------------------                    ------       -------        ------
<S>      <C>            <C>      <C>       <C>                                          <C>          <C>            <C>
0001AA   JZ02P284JZ      AA        1       21  02035000006D6D11P51103431E1  S20113      0ZLA01       W56HZV         $ 12,870,144.00
    511034

0002AA   JZ02P285JZ      AA        1       21  02035000006D6D11P51103431E1  S20113      0ZLA01       W56HZV         $ 11,592,090.00
    511034
                                                                                                                    ---------------
                                                                                                     TOTAL          $ 24,462,234.00
</TABLE>


<TABLE>
<CAPTION>

SERVICE                                                                                     ACCOUNTING             OBLIGATED
NAME          TOTAL BY ACRN        ACCOUNTING CLASSIFICATION                                STATION                AMOUNT
---------     -------------        -------------------------                                -----------------      ---------
<S>             <C>                <C>                                                      <C>                    <C>
                        AA         21  02035000006D6D11P51103431E1                          W56HZ                  $ 24,462,234.00
                                                                                                                    --------------

                                                                                                        TOTAL      $ 24,462,234.00
</TABLE>

<PAGE>   20



CONTRACT CLAUSES

<TABLE>
<CAPTION>

      Regulatory Cite                       Title                                                 Date
      ---------------                       -----                                                 ----
<S>   <C>           <C>                                                                         <C>
1     52.219-16     LIQUIDATED DAMAGES--SUBCONTRACTING PLAN                                     JAN/1999
2     52.232-29     TERMS FOR FINANCING OF PURCHASES OF COMMERCIAL ITEMS                        OCT/1995
3     52.232-30     INSTALLMENT PAYMENTS FOR COMMERCIAL ITEMS                                   OCT/1995
4     52.242-10     F.O.B. ORIGIN--GOVERNMENT BILLS OF LADING OR PREPAID POSTAGE                APR/1984
5     52.245-2      GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)                                         DEC/1989
6     52.247-1      COMMERCIAL BILL OF LADING NOTATIONS the notation set forth in               APR/1984
                    paragraph (a) of the clause applies in this contract.  The agency
                    name in line one of the notation shall read:US ARMY TANK-AUTOMOTIVE &
                    ARMAMENTS COMMAND
7     52.247-29     F.O.B. ORIGIN                                                               JUN/1988
8     52.247-59     F.O.B. ORIGIN - CARLOAD AND TRUCKLOAD SHIPMENTS                             APR/1984
9     52.247-65     F.O.B. ORIGIN - PREPAID FREIGHT - SMALL PACKAGE SHIPMENTS                   JAN/1991
10    252.209-7004 SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR CONTROLLED                       MAR/1998
                    BY THE GOVERNMENT OF A TERRORIST COUNTRY per DoD interim
                    rule, Federal Register 27 Mar 98
11    252.211-7005 SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS AND                     MAR/1999
                   STANDARDS
12    252.225-7017 PROHIBITION ON AWARD TO COMPANIES OWNED BY THE PEOPLE'S                      FEB/2000
                   REPUBLIC OF CHINA
13    252.242-7003 APPLICATION FOR U.S. GOVERNMENT SHIPPING DOCUMENTATION/                      DEC/1991
                   INSTRUCTIONS
14    52.212-5     CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT                          FEB/2000
                   STATUTES OR EXECUTIVE ORDERS--COMMERCIAL ITEMS
</TABLE>

     (a) The Contractor agrees to comply with the following FAR clauses, which
are incorporated in this contract by reference, to implement provisions of law
or executive orders applicable to acquisitions of commercial items: (1)
52.222-3, Convict Labor (E.O. 11755); and (2) 52.233-3, Protest after Award (31
U.S.C 3553).

     (b) The Contractor agrees to comply with the FAR clauses in this paragraph
(b) which the contracting officer has indicated as being incorporated in this
contract by reference to implement provisions of law or executive orders
applicable to acquisitions of commercial items or components: (1), (6), (8),
(11), (12), (13), (15), (16), (22) The other subparagraphs in this paragraph (b)
do NOT apply to this acquisition.

   X      (1)  52.203-6, Restrictions on Subcontractor Sales to the Government,
-------   with Alternate I (41 U.S.C. 253g and 10 U.S.C. 2402).
          (2)  52.219-3, Notice of Total HUBZone Small Business Set-Aside
-------   (Jan 1999).
          (3)  52.219-4, Notice of Price Evaluation Preference for HUBZone
-------   Small Business Concerns (Jan 1999) (if the offeror elects to
waive the preference, it shall so indicate in its offer)
-------   (4)  (i)  52.219-5, Very Small Business Set-Aside (Pub. L. 103-403,
section 304, Small Business Reauthorization and Amendments Act of
1994).   _____ (ii)  Alternate I to 52.219-5.   ____ (iii) Alternate
II to 52.219-5.
   X      (5)  52.219-8, Utilization of Small Business Concerns (15 U.S.C. 637
-------   (d)(2) and (3)). _
   X      (6)  52.219-9, Small Business Subcontracting Plan (15 U.S.C.
-------   637(d)(4))
          (7)  52.219-14, Limitations on Subcontracting (15 U.S.C. 637(a)(14)).
-------
   X      (8)  (i)  52.219-23, Notice of Price Evaluation Adjustment for Small
-------   Disadvantaged Business Concerns (Pub. L. 103-355, section 7102, and
10 U.S.C. 2323) (if the offeror elects to waive the adjustment, it shall so
indicate in its offer).  (ii) _____ Alternate I of 52.219-23.
          (9) 52.219-25, Small Disadvantaged Business Participation
-------   Program--Disadvantaged Statue and Reporting (Pub. L. 103-355,
section 7102, and 10 U.S.C. 2323).
          (10)  52.219-26, Small Disadvantaged Business Participation
-------   Program--Incentive Subcontracting (Pub. L. 103-355, section
7102, and 10 U.S.C. 2323).
   X     (11)  52.222-21, Prohibition of Segregated Facilities (Feb 1999)
-------
   X     (12)  52.222-26, Equal Opportunity (E.O. 11246)
-------
   X     (13)  52.222-35, Affirmative Action for Disabled Veterans and
-------  Veterans of the Vietnam Era (38 U.S.C. 4212).
   X     (14)  52.222-36, Affirmative Action for Workers with Disabilities
-------  (29 U.S.C. 793).
   X     (15)  52.222-37, Employment Reports on Disabled Veterans and Veterans
-------  of the Vietnam Era (38 U.S.C. 4212).
   X     (16)  52.225-1, Buy American Act--Balance of Payments Program--
-------  Supplies (91 U.S.C. l0a-10d).
         (17)  (i)  52.225-3, Buy American Act--North American Free Trade
-------  Agreement--Israeli Trade Act--Balance of Payments Program (41U.S.C.
l0a-a0d, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note)
                    (ii)  Alternate I of 52.225-3.
                   (iii)  Alternate II of 52.225-3.
         (18)  52.225-5, Trade Agreements (19 U.S.C. 2501, et seq., 19 U.S.C.
-------  3301 note).
         (19)  52.225-15, Sanctioned European Union Country End Products
-------  (E.O. 12849). _
         (20)  52.225-16, Sanctioned European Union Country Services (E.O.
-------  12849).
         (21)  [Reserved]
------
<PAGE>   21


   X     (22)  52.232-33, Payment by Electronic Funds Transfer--Central
-------  Contractor Registration (31 U.S.C. 3332).
         (23)  52.232-34, Payment by Electronic Funds Transfer--Other than
-------  Central Contractor Registration (31 U.S.C. 3332).
-------  (24)  52.232-36, Payment by Third Party (31 U.S.C. 3332).
         (25)  52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).
-------  (26)  52.247-64, Preference for Privately Owned U.S.-Flag Commercial
-------  Vessels (46 U.S.C. 1241).

     (c) The Contractor agrees to comply with the FAR clauses in this paragraph
(c), applicable to commercial services, which the Contracting Officer has
indicated as being incorporated in this contract by reference to implement
provisions of law or executive orders applicable to acquisitions of commercial
items or components: Not Applicable

         (1)  52.222-41, Service Contract Act of 1965, As Amended (41 U.S.C.
-------  351, et seq.).
         (2)  52.222-42, Statement of Equivalent Rates for Federal Hires (29
-------  U.S.C. 206 and 41 U.S.C. 351, et seq.).
         (3)  52.222-43, Fair Labor Standards Act and  Service Contract Act--
-------  Price Adjustment (Multiple Year and Option Contracts) (29 U.S.C. 206
and 41 U.S.C. 351, et seq.).
         (4)  52.222-44, Fair Labor Standards Act and Service Contract Act--
-------  Price Adjustment (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
         (5)  52.222-47, SCA Minimum Wages and Fringe Benefits Applicable to
-------  Successor Contract Pursuant to Predecessor Contractor Collective
Bargaining Agreement (CBA) (41 U.S.C. 351, et seq.).

     (d) Comptroller General Examination of Record. The Contractor agrees to
comply with the provisions of this paragraph (d) if this contract was awarded
using other than sealed bid, is in excess of the simplified acquisition
threshold, and does not contain the clause at 52.215-2, Audit and
Records--Negotiation.
         (1) The Comptroller General of the United States, or an authorized
representative of the Comptroller General, shall have access to and right to
examine any of the Contractor's directly pertinent records involving
transactions related to this contract.
         (2) The Contractor shall make available at its offices at all
reasonable times the records, materials, and other evidence for examination,
audit, or reproduction, until 3 years after final payment under this contract or
for any shorter period specified in FAR Subpart 4.7, Contractor Records
Retention, of the other clauses of this contract. If this contract is completely
or partially terminated, the records relating to the work terminated shall be
made available for 3 years after any resulting ###### termination settlement.
Records relating to appeals under the disputes clause or to litigation or the
settlement of claims asing under or relating to this contract shall be made
available until such appeals, litigation, or claims are finally resolved.
         (3) As used in this clause, records include books, documents,
accounting procedures and practices, and other data, regardless of type and
regardless of form.. This does not require the Contractor to create or maintain
any record that the Contractor does not maintain in the ordinary course of
business or pursuant to a provision of law.
     (e) Notwithstanding the requirements of the clauses in paragraphs (a), (b),
(c) or (d) of this clause, the Contractor is not required to include any FAR
clause, other than those listed below (and as may be required by an addenda to
this paragraph to establish the reasonableness of prices under Part 15), in a
subcontract for commercial items or commercial components. (1) 52.222-26, Equal
Opportunity (E.O. 11246); (2)  52.222-35, Affirmative Action for Disabled
Veterans and Veterans of the Vietnam Era (38 U.S.C. 4212); (3)  52.222-36,
Affirmative Action for Workers with Disabilities (29 U.S.C. 793); and (4)
52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (46
U.S.C. 1241) (flow down not required for subcontracts awarded beginning May 1,
1996).

                                 (End of clause)

15    252.212-7001     CONTRACT TERMS AND CONDITIONS REQUIRED       SEP/1999
                       TO IMPLEMENT STATUTES OR EXECUTIVE
                       ORDERS APPLICABLE TO DEFENSE ACQUISITIONS
                       OF COMMERCIAL ITEMS

     (a) The Contractor agrees to comply with the Defense Federal Acquisition
Regulation Supplement (DFARS) clause 252.247- 7023, Transportation of Supplies
by Sea, which is included in this contract by reference to, implement 10 U.S.C.
2631.

     (b) The Contractor agrees to comply with any clause that is checked on the
following list of DFARS clauses which, if checked, is included in this contract
by reference to implement provisions of law or Executive orders applicable to
acquisitions of commercial items or components.

   X     252.205-7000  Provision of Information to Cooperative Agreement
-------  Holders (10 U.S.C. 2416).

         252.206-7000  Domestic Source Restriction (10 U.S.C. 2304).
-------

<PAGE>   22


   X     252.219-7003  Small, Small Disadvantaged and Women-Owned Small Business
-------  Subcontracting Plan (DoD Contracts) (15 U.S.C. 637).

   X     252.225-7001  Buy American Act and Balance of Payments Program
-------  (41 U.S.C. l0a-10d, E.O. 10582).

   X     252.225-7007  Buy American Act--Trade Agreements--Balance of Payments
-------  Program (41 U.S.C. lOa-10d, 19 U.S.C. 2501-2518, and 19 U.S.C.
3301 note).

   X     252.225-7012  Preference for Certain Domestic Commodities.
------

ALT I

   X     252.225-7014  Preference for Domestic Specialty Metals (10 U.S.C.
-------  2241 note).

         252.225-7015  Preference for Domestic Hand or Measuring Tools
-------  (10 U.S.C. 2241 note).

         252.225-7021  Trade Agreements (19 U.S.C. 2501-2518 and 19 U.S.C.
-------  3301 note).

         252.225-7027  Restriction on Contingent Fees for Foreign Military
-------  Sales (22 U.S.C. 2779).

         252.225-7028  Exclusionary Policies and Practices of Foreign
------   Governments (22 U.S.C. 2755).

         252.225-7029 Preference for United States or Canadian Air Circuit
------   Breakers (10 U.S.C.2534(a)(3)).

         252.225-7036  Buy American Act--North American Free Trade Agreement
-------  Implementation Act--Balance of Payments Program (Alternate 1)(41
U.S.C. 10a-10d and 19 U.S.C. 3301 note).

         252.227-7015  Technical Data--Commercial Items (10 U.S.C. 2320).
-------

         252.227-7037  Validation of Restrictive Markings onTechnical Data
-------  (10 U.S.C. 2321).

   X     252.243-7002  Requests for Equitable Adjustment (10 U.S.C. 2410).
-------

   X     252.247-7024  Notification of Transportation of Supplies by Sea
-------  (10 U.S.C. 2631).

     (c) In addition to the clauses listed in paragraph (e) of the Contract
Terms and Conditions Required to Implement Statutes or Executive
Orders--Commercial Items clause of this contract, the Contractor shall include
the terms of the following clause, if applicable, in subcontracts for commercial
items or commercial components, awarded at any tier under this contract:

                                 (End of clause)
<PAGE>   23


16   52.217-4000     SEPARATELY PRICED OPTION FOR INCREASED       SEP/1996
                          QUANTITY
     (TACOM)

     (a) The Government hereby reserves the right to increase the quantity of
the contract item by an additional number of units, up to a total of 2,700. The
unit price for such option quantity shall be as set forth in CLINs:

              1001AA       CY00
              1002AA       CY01
              2001AA       CY01
              2002AA       CY02
              3001AA       CY02
              3002AA       CY03
              4001AA       CY03
              4002AA       CY04/05

This option may be exercised by the Government at any time, but in any event not
later than 180 days prior to last scheduled delivery or otherwise mutually
agreed. In addition, such option may be exercised in increments, subject to the
stated total additional quantity limitations, price(s), and the above-stated
time for exercise of the option.

     (b) Delivery of the items added by the exercise of this option shall
continue immediately after, and at the same rate as, delivery of like items
called for under this contract, unless the parties hereto otherwise agree.

17    52.211-16     VARIATION IN QUANTITY             APR/1984

     (a) A variation in the quantity of any item called for by this contract
will not be accepted unless the variation has been caused by conditions of
loading, shipping, or packing, or allowances in manufacturing processes, and
then only to the extent, if any, specified in paragraph (b) below.

      (b)  The permissible variation shall be limited to:
              ZERO percent increase; and
              ----
              ZERO percent decrease.
              ----

This increase or decrease shall apply to THE TOTAL CONTRACTUAL QUANTITY.

                                 (End of clause)

18    52.212-4      CONTRACT TERMS AND CONDITIONS--          MAY/1999
                    COMMERCIAL ITEMS

(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those
items that conform to the requirements of this contract. The Government reserves
the right to inspect or test any supplies or services that have been tendered
for acceptance. The Government may require repair or replacement of
nonconforming supplies or reperformance of nonconforming services at no increase
in contract price. The Government must exercise its post-acceptance rights --

          (1)  Within a reasonable time after the defect was discovered or
should have been discovered; and

          (2) Before any substantial change occurs in the condition of the
item, unless the change is due to the defect in the item.

(b) Assignment. The Contractor or its assignee's rights to be paid amounts
due as a result of performance of this contract, may be assigned to a bank,
trust company, or other financing institution, including any Federal lending
agency in accordance with the Assignment of Claims Act (31 U.S.C.3727).

(c) Changes. Changes in the terms and conditions of this contract may be made
only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as
amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach
agreement on any request for equitable adjustment, claim, appeal or action
arising under or relating to this contract shall be a dispute to be resolved in
accordance with the clause at FAR 52.233-1, Disputes, which is incorporated
herein by reference. The Contractor shall proceed diligently with performance of
this contract, pending final resolution of any dispute arising under the
contract.

<PAGE>   24


(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein
by reference.

(f) Excusable delays. The Contractor shall be liable for default unless
nonperformance is caused by an occurrence beyond the reasonable control of the
Contractor and without its fault or negligence such as, acts of God or the
public enemy, acts of the Government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually
severe weather, and delays of common carriers. The Contractor shall notify the
Contracting Officer in writing as soon as it is reasonably possible after the
commencement of any excusable delay, setting forth the full particulars in
connection therewith, shall remedy such occurrence with all reasonable dispatch,
and shall promptly give written notice to the Contracting Officer of the
cessation of such occurrence.

(g) Invoice. The Contractor shall submit an original invoice and three copies
(or electronic invoice, if authorized,) to the address designated in the
contract to receive invoices. An invoice must include --

      (1)  Name and address of the Contractor;

      (2)  Invoice date;

      (3)  Contract number, contract line item number and, if applicable, the
order number;

      (4)  Description, quantity, unit of measure, unit price and extended
price of the items delivered;

      (5) Shipping number and date of shipment including the bill of lading
number and weight of shipment if shipped on Government bill of lading;

      (6)  Terms of any prompt payment discount offered;

      (7)  Name and address of official to whom payment is to be sent; and

      (8) Name, title, and phone number of person to be notified in event of
defective invoice.

Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C.
3903) and Office of Management and Budget (OMB) Circular A-125, Prompt Payment.
Contractors are encouraged to assign an identification number to each invoice.

(h) Patent indemnity. The Contractor shall indemnify the Government and its
officers, employees and agents against liability, including costs, for actual or
alleged direct or contributory infringement of, or inducement to infringe, any
United States or foreign patent, trademark or copyright, arising out of the
performance of this contract, provided the Contractor is reasonably notified of
such claims and proceedings.

(i) Payment. Payment shall be made for items accepted by the Government that
have been delivered to the delivery destinations set forth in this contract. The
Government will make payment in accordance with the Prompt Payment Act (31
U.S.C. 3903) and office of Management and Budget (OMB) Circular A-125, Prompt
Payment. If the Government makes payment by Electronic Funds Transfer (EFT), see
52.212-5(b) for the appropriate EFT clause. In connection with any discount
offered for early payment, time shall be computed from the date of the invoice.
For the purpose of computing the discount earned, payment shall be considered to
have been made on the date which appears on the payment check or the specified
payment date if an electronic funds transfer payment is made.

(j) Risk of loss. Unless the contract specifically provides otherwise, risk of
lose or damage to the supplies provided under this contract shall remain with
the Contractor until, and shall pass to the Government upon:

      (l)  Delivery of the supplies to a carrier, if transportation is f.o.b.
origin; or

      (2) Delivery of the supplies to the Government at the destination
specified in the contract, if transportation is f.o.b. destination.

(k) Taxes. The contract price includes all applicable Federal, State, and local
taxes and duties.

(l) Termination for the Government's convenience. The Government reserves the
right to terminate this contract, or any part hereof, for its sole convenience.
In the event of such termination, the Contractor shall immediately stop all work
hereunder and shall immediately cause any and all of its suppliers and
subcontractors to cease work. Subject to the terms of this contract, the
contractor shall be paid a percentage of the contract price reflecting the
percentage of the work performed prior to the notice of termination, plus
reasonable charges the Contractor can demonstrate to the satisfaction of the
Government using its standard record keeping system, have resulted from the
termination. The Contractor shall not be required to comply with the cost
accounting standards or contract cost

<PAGE>   25


principles for this purpose. This paragraph does not give the Government any
right to audit the Contractor's records. The Contractor shall not be paid for
any work performed or costs incurred which reasonably could have been avoided.

(m) Termination for cause. The Government may terminate this contract, or any
part hereof, for cause in the event of any default by the Contractor, or if the
Contractor fails to comply with any contract terms and conditions, or fails to
provide the Government, upon request, with adequate assurances of future
performance. In the event of termination for cause, the Government shall not be
liable to the Contractor for any amount for supplies or services not accepted,
and the contractor shall be liable to the Government for any and all rights and
remedies provided by law. If it is determined that the Government improperly
terminated this contract for default, such termination shall be deemed a
termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished
under this contract shall pass to the Government upon acceptance, regardless of
when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered
hereunder are merchantable and fit for use for the particular purpose described
in this contract.

(p) Limitation of liability. Except as otherwise provided by an express or
implied warranty, the Contractor will not be liable to the Government for
consequential damages resulting from any defect or deficiencies in accepted
items.

(q) Other compliances. The Contractor shall comply with all applicable Federal,
State and local laws, executive orders, rules and regulations applicable to its
performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees
to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated
funds to influence certain Federal contracts; 18 U.S.C. 431 relating to
officials not to benefit; 40 U.S.C. 327, et seq., Contract Work Hours and Safety
Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10
U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118, Fly
American; and 41 U.S.C. 423 relating to procurement integrity.

Order of precedence. Any inconsistencies in this solicitation or contract shall
be resolved by giving precedence in the following order:

      (1) The schedule of supplies/services.

      (2) The Assignments, Disputes, Payments, Invoice, Other Compliances, and
Compliance with Laws Unique to Government Contracts paragraphs of this clause.

      (3) The clause at 52.212-5.

      (4) Addenda to this solicitation or contract, including any license
agreements for computer software.

      (5) Solicitation provisions if this is a solicitation.

      (6) Other paragraphs of this clause.

      (7) The Standard Form 1449.

      (8) Other documents, exhibits, and attachments.

      (9) The specification.
                                 (End of Clause)

19    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.
                                 (End of clause)

TACOM ADDENDUM:
Note that the Purchasing Office and the Army Inventory Control Manager copies of
the DD Form 250, as listed in tables 1 and 2 of DFARS Appendix F, must be sent
to the following addresses:

<PAGE>   26

       (1)    Send the first copy to the buyer, at the address given on the face
page of the contract.

       (2)    Send the second copy to the following address:

                    US Army Tank-automotive and Armaments Command
                    Acquisition Center -- ATTN: AMSTA-AQ-DS
                    Warren, MI 48397-5000.

              You also can datafax the second copy to (810) 574-7552.

                                                                 ***

20   52.204-7009      MANDATORY USE OF CONTRACTOR TO GOVERNMENT
                      ELECTRONIC COMMUNICATIONS                    JUN/1999
     (TACOM)

     (a) All references in the contract to the submission of written
documentation shall mean electronic submission. All electronic submissions shall
be in the formats and media described in 52.215-4850 in Section L of the
solicitation. (See instead 52.213- 4859 in Section I of the solicitation for
RFQs.)

     (b) This shall include all written unclassified communications between the
Government and the Contractor except contract awards and contract modifications
which shall be posted on the internet. Return receipt shall be used if a
commercial application is available. Classified information shall be handled in
full accordance with the appropriate security requirements.

     (c) In order to be contractually binding, all Government communications
requiring a Contracting Officer signature must be sent from the Contracting
Officer's e-mail address. The Contractor shall designate the personnel with
signature authority who can contractually bind the contractor. All binding
contractor communication shall be sent from this contractor e-mail address(es).

     (d) Upon award, the Contractor shall provide the Contracting Officer with a
list of e-mail addresses for all administrative and technical personnel assigned
to this contract.

     (e) Unless exempted by the Procuring Contracting Officer in writing, all
unclassified written communication after contract award shall be transmitted
electronically.

                                 (End of clause)

21   52.223-4000    ENVIRONMENTAL, SAFETY, AND ENERGY STANDARDS      SEP/1978
                    AND REGULATIONS
     (TACOM)

     (a) The contract price includes Contractor compliance with all federal
vehicle emission, fuel economy, safety, and noise requirements and standards,
hereinafter referred to as requirements, affecting the supplies to be delivered
under this contract which, as of the time of bid opening in the case of sealed
bidding, or as of the time for receipt of Best and Final Offers (BAFOs) in the
case of a negotiated solicitation, were in effect or scheduled to become
effective during the term of this contract.

     (b) In the event any of these requirements are subsequently changed (i.e.,
altered, rescinded or postponed) and such changes have not been otherwise
provided for prior to the award of this contract, and compliance is mandatory
upon the Contractor, and such changes cause an increase or decrease in the cost
of, or time required to perform the contract, Contractor compliance with these
changes shall be subject to equitable adjustment.

     (c) If any of these requirements are changed as described above, but
compliance is optional on the part of the Contractor, the Contractor shall
promptly notify the Government in writing and the Procuring Contracting Officer
(PCO) shall have the right to decide whether the supplies yet to be accepted and
delivered to the Government shall incorporate the optional changes. After
receipt of this written notice the PCO shall provide timely written advice to
the Contractor of the Government's decision and, if applicable, the effective
data of such change(s). If the PCO's election constitutes a change which causes
an increase or decrease in the cost of, or time required to perform this
contract, Contractor compliance therewith shall be subject to equitable
adjustment.

22   52.239-4001      YEAR 2000 (Y2 K) COMPLIANCE               MAY/1999
     (TACOM)

<PAGE>   27

a. In the event that this contract calls for the delivery of any data processing
hardware, software and/or firmware (to be referred to as information
technology), such deliverables shall be required to perform accurate date/time
processing involving dates subsequent to December 31, 1999. The information
technology shall be Year 2000 compliant upon delivery

b. Definition. Year 2000 compliant means information technology that accurately
processes date/time data (including, but not limited to, calculating, comparing,
and sequencing) from, into, and between the twentieth and twenty-first
centuries, and the years 1999 and 2000 and leap year calculations. Furthermore,
Year 2000 compliant information technology, when used in combination with other
information technology, shall accurately process date/time data if the other
information technology properly exchanges date/time data with it.

c. If this contract contains another provision requiring Y2K compliance, that
provision shall take precedence.

                                       ***



I.1  Commercial Financing (Specifically Constructed Clause):
     ------------------------------------------------------

     The contractor shall bill monthly in accordance with the following
conditions:

     The contract financing to be used will be based on a formula derived from
the percentage of cost projected for the base vehicles and associated with the
schedule contained in this contract. The liquidation rate will be 70% and the
contractor's payments shall not exceed payments of 70% of the amount of any CLIN
financed. Payments will not commence until the conclusion of a financial review
by the Defense Contract Audit Agency (DCAA), which indicates satisfactory
financial condition and said review is concurred to by the Administrative
Contracting Officer (ACO). Financing for additional units will be determined by
applying the percentage factors used to formulate the financing for the base
units. Security will be the Contractor's inventory equaling value of payments.
Said inventory is not limited to items purchased for this contract. Security
reviews shall take place at the conclusion of the first three months then every
six months after that, unless the ACO determines the situation warrants a
revised review schedule. The Industrial Specialist will supervise the security
review. In the event that the Contractor fails to provide adequate security as
required in this contract, financing payments will be suspended. If the
Contractor is delinquent or other circumstances warrant , the ACO will have the
option to suspend payments. If the ACO determines that the situation warrants,
the ACO may make adjustments to the payment schedule. Payments may be requested
not more frequently than monthly. Amount of each Payment:

                  2000
                  Jan                     $     5,410
                  Feb                     $     8,314
                  Mar                     $    16,659
                  Apr                     $    97,476
                  May                     $   429,394
                  Jun                     $ 1,357,063
                  Jul                     $ 1,354,172
                  Aug                     $ 1,343,603
                  Sep                     $ 1,314,050
                  Oct                     $ 1,308,490
                  Nov                     $ 1,286,297
                  Dec                     $ 1,224,263
                  2001
                  Jan                     $ 1,217,031
                  Feb                     $ 1,204,173
                  Mar                     $ 1,168,036
                  Apr                     $ 1,097,492
                  May                     $   800,512

                  TOTAL                   $15,232,435


I.2   The Small, Small Disadvantaged, and Women-Owned Small Business
Subcontracting Plat dated March 21, 2000 submitted by 0'Gara-Hess & Eisenhardt
Armoring.Company is hereby incorporated into this contract.

                          *** END OF NARRATIVE I001 ***
<PAGE>   28


LIST OF ATTACHMENTS

<TABLE>
<CAPTION>

List of                                                                              Number
Addenda                            Title                                     Date    of Pages      Transmitted By
-------           ------------------------------------------------------     ----    --------      --------------
<S>               <C>                                                        <C>     <C>           <C>
Attachment 001    SCOPE OF WORK
Attachment 002    PARTS LIST
Attachment 003    AIR CONDITIONING BILL OF MATERIAL (BOM)
Attachment 004    GOVERNMENT FURNISHED MATERIAL
Attachment 005    DELIVERY SCHEDULE
Attachment 006    INSTRUCTIONS FOR PREPARTION OF FACARS
Exhibit A         CONTRACT DATA REQUIREMENTS LIST (CDRL)  DD FORM 1423
</TABLE>

<PAGE>   29


                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    1


1.   STATEMENT OF WORK - M1114 Up-Armored HMMWV:

     a. The Contractor shall produce M1114 vehicle to the product baseline
developed under Contract DAAE07-94-C-0406. The Up-Armored HMMWV configuration is
installed on GFE M1113 ECV Chassis. The Contractor shall modify as required the
GFE modified M1113 ECV Chassis as provided from AM General Corporation,
Mishawaka, Indiana, for the Up-Armored M1114 vehicle. The Up-Armored M1114
vehicle shall meet the following requirements:

        (1) The ballistic and blast protection system requirements shall be as
defined in the Protection Specification for the Up- Armored Enhanced Capacity
(ECV) HMMWV (M1114), reference O'Gara Hess & Eisenhardt Specification No.
4660001 dated March 1995 and paragraphs 4.a.(1)(a) through 4.a.(1)(d) of the
Addendum to the Joint Mission Element Need Statement (JMENS) for the Up-Armored
Heavy High Mobility Multipurpose Wheeled Vehicle (HMMWV) Variant (HHV) dated 9
Sep 93.

        (2) The configuration and production of the M1114 shall be in
accordance with O'Gara-Hess & Eisenhardt Armoring Company's Drawing 4660000,
Enhanced Armored - M1114 Assembly, Revision M, and the applicable component,
assembly and sub- assembly drawing as identified in Parts List 4660000, Revision
L, dated 2 March 2000 including applicable drawing revision levels and
incorporated into this contract as Attachment 1 to Section J. In addition, an
A/C system shall be installed by O'Gara Hess & Eisenhardt Armoring Company to
the latest configuration defined by Part Nos. 1000097, Installation,
Heater/Evaporator and 1000146, Rear Conditioner and Rear Evaporator, the
applicable component, assembly, sub-assembly and installation drawings as
identified in the "A/C BOM 2/16/2000" incorporated into this contract as
Attachment 2 to Section J, including the applicable drawing revision levels and
drawing 12469146, Installation Instructions, Electrical and Mechanical A/C
Retrofit Kit 57K3552, Revision "C".

        (3) All changes to the production configuration baseline, or
manufacturing process, established under Contract DAAE07-94- C-0406 shall be
coordinated with the armoring STS contractor, the vehicle prime STS contractor,
and Government technical representatives. The Contractor shall notify the
armoring STS contractor, vehicle prime STS contractor, and Government technical
representative upon identification of a need for configuration baseline changes.
Government concurrence shall be required for all Class I (Major) and Class II
(Minor) engineering changes, and critical/major requests for waivers, and/or
deviations. The Government Technical Representative (QAR) shall be informed of
minor requests for deviations/waivers using Government Form DD1692 and DD1695
for notification and documentation of Class II changes. The Contractor shall
also submit Government Form DD1988 to DCMC for administrative purposes. These
changes may be addressed as part of the monthly production status meetings, or
sooner if there is a potential of production line impact.

                (a) Class I (Major) engineering changes should be limited to
those which are necessary or offer significant benefit to the Government. Such
changes are those required to correct deficiencies, add or modify interface or
interoperability requirements, or make a significant and measurable
effectiveness change in the operational capabilities or logistics supportability
of the system or item. A change affecting form, fit, or functionality should be
designated Class I. Class I changes affects specified limits or tolerances in
Performance; Reliability, Maintainability, or Survivability; Weight, Balance,
Moment of Inertia; Interface characteristics; other technical requirements in
the specifications; and/or impacts to:

                   i.    GFE
                   ii.   Safety
                   iii.  Compatibility or specified interoperability with
interfacing critical items, support equipment/software.
                   iv.   Configuration to extent retrofit action is required.

                (b) An engineering change which does not impact any of the
Class I factors listed in the above paragraph l.a.(3)(a) and is required to
correct minor discrepancies, shall be classified as a Class II (Minor) change.

                (c) Classifications of Deviations/Waivers:

                    i. MAJOR: A deviation/waiver shall be designated major when
involving health, performance, interchangeability/reliability/survivability/
maintainability/durability of the item or its repair parts, effective use or
operation, weight, or appearance.

                   ii. CRITICAL: A waiver/deviation shall be designated as
critical when the waiver/deviation impacts safety.

                  iii. A waiver/deviation is considered minor when none of the
factors of the above paragraphs i.a.(3)(c)i, MAJOR, and l.a.(3)(c)ii, CRITICAL
are considerations.

<PAGE>   30


                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    2


        (4) The turret shall incorporate a hatch door that can be closed
without removing weapons and night sights from the armament mount. The armament
mount shall provide mounting interface/provisions for the external pedestal
assembly, MPN 12339679-1, and pedestal adapter, MPN 12340310. The armament
mount, when fitted for MK-64, Mod 6, shall accommodate either the M-2 (50 Cal),
MK-19 (40 MM), or M-60 (7.62MM) weapons with the night sight mounted.

        (5) The vehicle shall be equipped with mounting provisions for the
internal pedestal assembly, MPN 12339679-2. The pedestal assembly must be
located so that the gunner can access the night sight assembly from the weapon
station position.

        (6) The vehicle shall be equipped with storage provisions for securing
either three M548 (40mm) or five M3A1 (50 Cal or 7.62mm) ammunition boxes. The
storage provisions must be located so that the gunner can access the ammunition
from the weapon station position.

        (7) The vehicle shall allow the routing of power, control, and antenna
cables for SINCGARS or VRC 12 series radios (dual net), GPS PLGR, VIC-1
(intercom), and NVD/VPC (night sight) equipment. The cable routing shall
facilitate replacement/installation of any cable within one man hour as a
maintenance action performed at the unit level.

        (8) All four seating locations shall be equipped with Type II seat belts
which satisfy the requirements of MIL-STD-1180, Requirement 208.

        (9) A requirement for a Scout application UA HMMWV variant may be
invoked. This Scout variant shall be capable of transporting a three-man crew
with Table of Organization and Equipment (TOE) and Common Tables of Allowances
(CTA) items. Upon Government direction to proceed with the Scout variant, the
Government will identify applicable TOE and CTA items. The Government and
contractor shall coordinate stowage and/or integration of TOE and CTA equipment
at that time.

        (10) The vehicle shall be equipped with stowage brackets for the M-16
rifles at each crew member seat position.

        (11) The weight of the armor package shall not exceed 3200 lbs.

        (12) The vehicle shall be equipped with air conditioned climate control.
The air conditioning system must be compatible with a 24-volt electrical system.
The system is intended to be capable of reducing an outside ambient air
temperature of 120 degrees Fahrenheit by 20 degrees Fahrenheit (reference
Attachment 2 to Section J). The system provided shall be the High Capacity
Environmental Control System, O'Gara Hess & Eisenhardt Armoring Company P/Ns
1000097 and 1000146.

        (13) The vehicle side elevation signature will be similar to that of the
M1025 slant back. The crew compartment shall be protected from the rear by a
fixed armor cargo barrier with one upper sliding door, and armor panels
extending from the top of the fender walls to the underside of the cargo cover
or roof. The upper sliding door shall be positively latched in the open and
closed positions. The sliding door shall have a manually released, automatic
position stop at a position 3 to 6 inches from the closed position.

     b.   The vehicle shall include the following:

          (1)      Door locks and latches-sequence lockout per TDPL 4660000.

          (2)      Windshield defrost per TDPL 4660000.

          (3)      Automotive component access and maintainability.

     c. All ballistic glass on the vehicle shall be "white glass". This glass
shall allow for the unobstructed use of GEN 3 night vision goggles by the crew.

     d. The M1114 UA HMMWV shall be painted with a three-color camouflage
pattern in accordance with O'Gara Hess & Eisenhardt Armoring Company Drawing No.
4660002, Pattern, Camouflage Paint, EA-HMMWV, unless otherwise directed by the
Procuring Contracting Officer.

          (1) When directed by the Contracting Officer, the M1114 vehicle shall
be painted CARC Tan 686 in accordance with Attachment I, M1114 CARC Tan 686
Painting Scheme.

<PAGE>   31


                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    3


     e. The Contractor shall host a Start of Work Meeting to discuss the
requirements of the Up-Armored ECV HMMWV. The Government and the Contractor will
alternate hosting monthly production status meetings The production status
meetings will be held in conjunction with the monthly System Technical Support
(STS) Program Management Reviews (PMRs).

     f. Corrosion Control: A three-phased approach for corrosion control shall
be implemented. Phase I will be effective with the first vehicle produced under
this contract and shall include wet prep holes and Dorritech coating on ALL
fasteners. Phases 2 and 3 will be implemented as engineering changes by contract
modifications. Phase 2 will implement corrosion protection to critical areas as
agreed upon between the Government and the Contractor. Implementation for
non-critical protection will be accomplished in follow- on corrosion protection
Phase 3.

3.   QUALITY PROGRAM

     a. The contractor shall develop, implement, and maintain a quality system
that ensures conformance to contractual requirements. The contractor shall
implement the requirements of ANSI/ASQC Q9001, ISO 9001, or a commercial
equivalent quality system model; no third party certification is required. The
Government reserves the right to perform all required audits and surveillance
inspections to assure contractor compliance with contract requirements.

     b. The contractor's Quality Program shall be available to the Government
for review upon request. The contractor's quality management process shall
include the following key quality activities:

          (1)      Monitoring and control of critical processes and product
variation.

          (2)      Establishment of mechanism for feedback of field product
performance.

          (3)      Implementation of an effective root cause analysis and
corrective action system.

          (4)      Continuous process improvement.

4.   INSPECTION POINT:          ORIGIN
     TACOM                      (SEP 1978)

     Inspection Point:          Origin

     a. Procurement Quality Assurance inspection for conformance of supplies
with applicable drawings and specifications shall be made at the following
Contractor's and/or subcontractor's plant(s):

CONTRACTOR'S PLANT:

9113 LE SAINT DRIVE       FAIRFIELD     BUTLER COUNTY       OHIO      45014
    (Address)              (City)          (County)        (State)    (Zip)


SUBCONTRACTOR'S PLANTS/VENDOR'S PLANT:

--------------------------------------------------------------------------------
(Address)                  (City)          (County)        (State)    (Zip)

     b. Inspection of the supplies for conformance with preservation, packaging,
and marking requirements shall be made at the following Contractor's and/or
subcontractor's plant(s):

CONTRACTOR'S PLANT

Same as above
(Address)                  (City)          (County)        (State)    (Zip)

<PAGE>   32


                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    4



SUBCONTRACTOR'S PLANTS/VENDOR'S PLANT:

--------------------------------------------------------------------------------
(Address)                  (City)          (County)        (State)    (Zip)

     b. Inspection of the supplies for conformance with preservation, packaging,
and marking requirements shall be made at the following Contractor's and/or
subcontractor's plant(s):

CONTRACTOR'S PLANT

Same as above
(Address)                  (City)          (County)        (State)    (Zip)

SUBCONTRACTOR'S PLANT/VENDOR PLANT:

--------------------------------------------------------------------------------
(Address)                  (City)          (County)        (State)    (Zip)

5.   ACCEPTANCE POINT:               ORIGIN
     TACOM                           (MAY 92)

     Acceptance Point: Origin. Acceptance of the supplies tendered under this
contract shall be made at the address of addressees designated in this Section,
in the clause entitled INSPECTION POINT. Acceptance of the title at origin by
the Government when delivery is F.O.B. Destination permits payment to the
contractor provided that the invoice is supported by appropriate evidence of
shipment.

6.  SPECIAL TESTING REQUIREMENTS FOR CHEMICAL AGENT RESISTANT COATINGS (CARC)
ON METALLIC SURFACES
     TACOM            (MAY 89)

     a.   Application:    MIL-C-46168
          -----------     MIL-C-53039

     b. END-ITEM PAINT INSPECTION: After the complete paint finish has been
applied and cured* (See *Note, below), the Contractor shall test and inspect one
unit every time the paint line is started, but not less than twice per day for
(i) workmanship; (ii) total paint film thickness; and, (iii) paint adhesion. The
use of test panels in lieu of actual production units is prohibited. At final
inspection, the cumulative total paint film thickness of pretreatment, primer,
and topcoat shall, at a minimum, conform to the sum of the minimum thickness for
individual elements of the paint finish as specified in Table I herein.
Sufficient locations shall be spot-checked to ensure proper workmanship and
paint thickness uniformity. The size and configuration of the unit as well as
the number of vendors responsible for the paint finish of component parts shall
be taken into consideration in determining the number of locations to be
checked. The specific number of test locations shall be agreed to by the
cognizant Government quality assurance representative in advance. In addition,
two locations on each sample unit shall be selected to conduct the scribe tape
test. The test locations shall be routinely varied among the following:

          (1)      Directly adjacent to a weld.

          (2)      On or directly adjacent to a machine cut or sheared edge.

          (3)      On any mechanically formed surface when lubricants/drawing
compounds were used.

          (4)      On paint touch-up areas.

<PAGE>   33


                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    5



           (a) The precise location for each scribe tape test shall be in an
inconspicuous location that has been accepted by the cognizant Government
quality assurance representative before the test is conducted.

           (b) Upon completion of the scribe tape test, the scribe marks shall
be feathered into the adjacent area and touched up with the required top coat so
that the tested area again conforms to the applicable minimum specified in Table
I herein.

*NOTE: The complete paint finish is defined as the pretreatment, primer, and
topcoat applied to the substrate. Curing of the complete paint finish is
dependent upon temperature, humidity, and paint film thickness. The time
necessary to achieve sufficient adhesion to pass the scribe tape test must be
determined by each facility. For purposes of this test, curing at ambient
temperature will take from 24 to 168 hours.

     c. TEST METHODS:
        ------------

        (1) FILM THICKNESS. Film thickness shall be verified with a
nondestructive film gage. The gage shall be suitable for measurements over the
applicable substrate material and shall have sufficient accuracy to ensure
compliance to the thickness limitations. The gage shall be capable of being
calibrated. If no other calibration specification or requirement is identified
elsewhere in this contract, then the gage shall be calibrated using ISO 10012 as
a guide.

        (2) SCRIBE TAPE TEST. The following test procedure shall be followed.
The test surface shall be sufficiently warm and dry to ensure adhesion to the
tape. All dimensions cited in this Scribe Tape Teat description are approximate:

           (a) Scribe four one-inch lines completely through the paint finish
to the substrate, one sixteenth to three thirty-seconds of an inch apart.

           (b) Scribe four additional one-inch lines, completely through the
paint finish, one sixteenth to three thirty-seconds of an inch apart, rotated 90
degrees with respect to the first set of lines. The resulting pattern shall
contain nine squares.

           (c) Press a length of A-A-1830, A-A-884, or any commercially
available tape with a minimum adhesion rating of 45 oz. per inch of width firmly
over the scribe pattern, rubbing out all air pockets.

           (d) Wait 10 seconds, minimum. Grasp a free end of the tape and at
a rapid speed strip it from the paint surface by pulling the tape back upon
itself at 180 degrees.

     d.   Interpretation of Test Results:
          ------------------------------

          (1) Film Thickness. All applicable surfaces shall have complete paint
coverage. A minimum of 75t of the applicable surfaces of each test unit shall
meet the minimum, cumulative dry film thickness requirements. Failure of either
test unit shall result in rejection of the production lot that it represents.

          (2) Scribe Tape Test (Adhesion). The removal of two or more complete
squares of top coat, or top coat-primer-pretreatment coating, from either test
unit constitutes test failure and the production lost from which it comes is
rejected. Removal of overspray does not constitute test failure.

                   COATING THICKNESS
                   -----------------

          SPECIFICATION             DRY FILM THICKNESS (Mils)
          -------------             -------------------------

          MIL-P-53022                       1.0 - 1.5

          MIL-P-53030                       1.0 - 1.5

          MIL-C-46168                       1.8 Minimum

          MIL-C-53039                       1.8 Minimum

<PAGE>   34



                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    6



NOTICE: The scribe tape teat is designed to detect any deficiency in the paint
application process that would affect the durability of the CARC finish. Typical
causes of failure are:

          (a)      Inadequate cleaning of the substrate.

          (b)      Contamination of the surface between coatings.

          (c)      Excessive paint film thickness in a single coating
application.

          (d)      Application of a coating over a previous coating which has
not been adequately cured.

It is strongly recommended that the Contractor implement rigid in-process
controls in conjunction with the best industrial painting practices to ensure
that the performance requirements specified in this clause are met.

7.   WELDER CERTIFICATION:

     Before assigning any welding operator to perform manual, semiautomatic, or
automatic welding work, or dedicating any automated welding equipment to work
covered in the scope of this contract, the contractor shall ensure the welder
has been qualified in accordance with AWS or equivalent specifications. The
Qualification Test Records shall be available for Government review upon
request. The contractor shall maintain a list of the welding certifications of
his employees. The contractor shall allow Government representatives to review
the list of welders upon request.

8.   EXAMINATION /TEST DOCUMENTATION
     TACOM                                           (NOV 82)

     a. To the extent the specifications specify requirements for
Pre-production/First piece, which require the contractor to perform stated
examinations and/or test, the contractor shall fully document and maintain for
Government review and evaluation, the conduct of his examinations and the
results thereof.

     b. In the event that the contractor fails to provide the above
documentation, when requested, or the documentation fails to evidence
satisfactory results, the Government shall have the right to refuse to inspect
and/or accept any contract items offered for acceptance.

9.   FASTENER QUALITY ASSURANCE REQUIREMENTS:

     a. Due to the criticality and difficulty in determining and tracing
nonconforming fasteners, the following requirements are included in this
contract. This clause establishes quality assurance requirements for all
threaded steel fasteners of Grade 5 and higher (as defined by SAE-J429) and
metric fasteners with strength designations of 8.8 and higher (as defined by
SAE-J1199) that are to be used in items procured from either a Government or
contractor owned Technical Data Package. It applies to fasteners received (1)
from fastener manufacturers, (2) from distributors, or (3) as part of a
subassembly for use in both new and repair items.

     b. The contractor shall obtain, and keep on file, certification for all
received lots of fasteners utilized in the assembly of vehicles produced under
this contract. The fastener vendor/distributor shall produce/supply subject
fasteners IAW requirements similar to those of SAE-J429 or QS 9000 or any
industry accepted higher level quality system.

10. CERTIFICATION REQUIREMENT: The contractor shall make available for
Government review any of the following certification/testing results upon
request:

     a. The contractor shall prepare and have on file, at the manufacturing
facility certification/reports as required to support the integrity of the
applicable process, component, or operation. In the event that a particular
certifications are not acceptable to the Government, the contractor shall
conduct additional examinations/tests or prepare additional documentation as
required to verify that particular certification. The Government may choose to
conduct tests at its own expense to verify a particular certification.

<PAGE>   35



                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    7



     b. When a process certification is required, it shall include a documented
description of the process, the documented instructions to those who conduct the
process, an annotate the name(s) and title of the individual responsible to
assure the process when it occurs.

     c. When material certification documentation is required, it shall include
a copy to the material analysis. If the material is purchased from a
subcontractor, a copy of the purchase order is also required to be kept on file
at the contractor's facility and made available for Government review upon
request. These certifications shall be substantiated with documented test
reports, performance data, analytical data, or vendor documented test reports.
Such documentation shall be affixed to the certifications.

     d. When a test certification is necessary, it shall be kept on file at the
contractor's manufacturing facility and include the following information as
substantiation: Drawing number, specification title, number and edition, and
applicable grade or type for which the product was tested, the number of
specimens tested, the requirements and the actual results obtained, and the
purchase orders for any subcontracted above information as part of the
certification.

     e. Commercial Items Description: Product Conformance "In lieu of the
required certification statement identified in Commercial Item Description
(CID"), the following conformance requirements applies: The products provided
shall meet the salient characteristics of the commercial item description,
conform to the producer's own drawings, specifications, standards, and quality
assurance practices, and be the same product offered for sale in the commercial
market. The Government reserves the right to require objective quality evidence
of such conformance.

11.  GOVERNMENT FURNISHED PROPERTY

     During the course of this contract, the contractor shall be supplied the
Government-furnished property (GFP) as identified in Attachment 004. The
contractor shall inspect the GFP to determine an adequate count and condition.
On detection of any deficiency, the contractor shall prepare a report noting all
deficiencies. The contractor shall submit this report to the in-plant government
representative for verification.

12.  INSPECTION

     a. Inspection Records: Inspection records of the examinations and test
(either in-process or end item) performed by the contractor shall be kept
complete and available to the Government for a period of four (4) years
following completion of the contract.

     b. Drawings for inspection: The contractor shall make available to the
Government inspection at the time of production inspection, in-process or end
item , legible drawings and printed specifications to which the product was
manufactured. These drawings and specifications shall be annotated to the latest
revision incorporated therein. Upon completion of production inspection and
acceptance by the Government inspector, all drawings and specifications will be
returned to the contractor.

     c. The Government reserves the authority to inspect end items or any
parts/components during manufacturing processes commensurate with the herein
provided for quality requirements and plans. The Government shall reject such
material that does not conform to drawing/specifications. Such inspections by
the Government may be performed at the contractor's predetermined inspection
stations. All deficiencies detected during any contractor or Government
inspection (end-item or in-process) shall be corrected by the contractor at no
extra cost to the Government. During any Government inspection, the contractor
shall provide inspection assistance upon request.

13.  INSPECTION EQUIPMENT

     a. Except as otherwise expressly provided for under this contract, the
contractor is responsible for the supply and maintenance of all inspection and
test equipment necessary to assure that end item components conform to contract
requirements. All contractor furnished inspection equipment shall be available
for use on or before the start of production. The Government will not furnish
any inspection equipment for this contract.

     b. The contractor shall make inspection equipment available to the
Government inspector during Government in-process or end item inspection. Upon
completion of the inspection by the Government inspector, all inspection
equipment shall be returned to the contractor.

<PAGE>   36



                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    8



14.  FINAL INSPECTION

     a. The contractor shall perform 100% final inspection of the end item in
accordance with the requirements of the specification and technical data
utilizing the Final Inspection Record (FIR). Copies of the FIR(s) for the end
item quantity shall be reproduced by the contractor. Deficiencies disclosed
during inspection by the contractor or the Government shall be described in
writing on the deficiency sheet attached to the FIR. The FIR includes inspection
criteria for all kits and special equipment that may be installed in each body
style. The FIR shall be updated as required to reflect all Government approved
configuration changes. Such updates must be subject to Government approval. The
contractor shall submit the completed and certified copy of the FIR to the
Government inspector with each end item inspected and offered for acceptance by
the Government. If the contractor determines that the FIR is not appropriate for
final inspection of the end item for any reason, he must obtain written approval
from the Contracting officer prior to employing any other form for this purpose.

     b. The contractor, at his discretion, may develop procedures and
incorporate these procedures to accomplish in-process inspection of select FIR
characteristics. The selection of FIR characteristics and procedures will be
subject to Government approval prior to implementation. There shall be a method
to document and describe, in writing, deficiencies detected during inspection of
select FIR characteristics by the contractor. This method shall be subject
Government approval. This documentation shall also be included with the FIR for
each vehicle. The contractor shall submit a completed copy of the FIR and, if
applicable, documentation and description of select FIR characteristics
inspected during in-process inspections, to the Government inspector with each
item inspected and offered to the Government for acceptance. All deficiencies
detected during contractor Final Inspection, to include, if applicable select
in-process FIR characteristics, shall be corrected prior to offering the end
item to the Government for final acceptance. All deficiencies disclosed as a
result of contractor and/or government final inspections shall be corrected by
the contractor at no additional cost to the Government.

     c. Final contractor inspection of vehicles on a sampling basis will not be
authorized by the Government during the term of this contract.

15.  FIRST PRODUCTION VEHICLE INSPECTION (FPVI)

     a. During the fabrication of the First Production Vehicles in-process
inspections will be performed by a Government representative to evaluate
conformance of materials and workmanship to requirements of specified documents,
These inspections shall be made at the contractor's or subcontractor's facility.
Processing, painting, quality systems and inspection records will be reviewed
and evaluated during this inspection.

     b. The Government shall select one of the first vehicles produced under
this contract for FPVI. The vehicle selected shall be subjected to inspections
by both the contractor and Government for conformance to the requirements of the
contract and O'Gara specifications.

     c. Upon completion of the FPVI, the contracting officer shall notify the
contractor whether the FPVI was approved, conditionally approved, or
disapproved. A notice of conditional approval will state any further action
required of the contractor for the applicable first production vehicle.

     d. If the FPVI is disapproved by the Government, the contractor may be
required, at the discretion of the Government, to repeat any or all of the FPVI.
After notification of the additional inspections, the contractor, at no cost
increase in contract price, shall make any necessary changes, modifications or
repairs to the first production vehicle. Within ten (10) days after notice of
disapproval, the Government has the discretion to select another production
vehicle for FPVI in lieu of the original first production vehicle. Upon
completion of additional inspection, the contractor shall again submit an
inspection report. The contractor shall bear the responsibility for delays
resulting from additional FPVI.

16.  GOVERNMENT TESTING: During the performance of this contract, the
government will conduct testing to assure conformance to contractual and system
specification requirements.

     a. Follow-on Production Testing (FPT) During the performance of this
contract, the Government will conduct FPT to verify that the quality and
performance of continuing production vehicles are consistent with the approved
technical data a specification. Such testing shall consist of five thousand
miles per test vehicle for approximately one hundred twenty (120) days. The
Government will

<PAGE>   37



                                                  PIIN/SIIN   DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID   Attachment 001
                                                       PAGE   9



randomly select such vehicles and will conditionally accept such vehicles until
successful completion of FPT requirements. The Government reserves the right to
retest the vehicle(s) upon correction of defects by the contractor to the extent
necessary to successfully meet test requirements. Such additional testing shall
be conducted at the Contractor's expense. The Government may select up to two
vehicles from each subsequent year's production to conduct follow-on production
testing.

     b. The test vehicles shall be furnished, as directed by the Contracting
Officer, to the following Government test site(s). Aberdeen Proving Grounds, MD,
and/or Yuma Proving Grounds, AZ.

     c. The test vehicles shall not be shipped to the test site until a complete
inspection has been performed on each vehicle by the Government and all
deficiencies disclosed by this Government inspection have been corrected by the
contractor and approved by the Government.

17.  CONTRACTOR TEST SUPPORT:

     a. The contractor shall be responsible for furnishing repair parts and
technical support as it relates to the armor package for the vehicles at the
Government selected test sites during FPT.

     b. Parts not available at the test site must be provided to the test site
within 24 hours of Government request. Technical support includes assessment of
hardware problems and assistance with the operation, maintenance and repair of
the test vehicles/components.

18.  TEST DEFICIENCIES:

     a. Failure of FPT is defined as an event, or state, in which a system or a
component of the test vehicle does not or would not, perform as specified in the
vehicle/system specification.

     b. A defect is defined as a nonconformance to a technical requirement.
Defects are classified as critical, major, or minor in accordance with
MIL--HDBK-1916.

     c. In the event of vehicle/component system test failure during FPT, the
Government reserves the right to retest the vehicle stem upon correction of the
defect(s) by the contractor to the complete extent and duration specified in the
test program, or to such lesser extent as the PCO, or a duly authorized
representative, shall consider appropriate in his/her sole discretion. The
contractor shall bear responsibility for delays in the program test period
resulting from vehicle/component defects for failure to adequately or timely
furnish parts support, and the Government shall have the right to extend the
specified program test period accordingly for such contractor delay. Any cost
associated with this retest shall be the contractor's responsibility.

     d. The contractor when directed by the PCO or a duly authorized
representative, shall correct on-site any defect of the system which occurs
during FPT. The Government will not make final acceptance of test vehicles until
testing has been completed to the satisfaction of the Government. Delays caused
by test item failures due to poor quality, vehicle/component workmanship, or
material. Failure of the contractor to comply with the configuration defined in
the O'Gara specification or design inadequacies of changes/modifications to the
vehicle's configuration , shall not be basis for adjustment of the contract
delivery schedule or the contract price.

     e. Test failure shall be cause for rejection of vehicle/components produced
subsequent to the FPVI, until evidence has been provided by the contractor that
corrective action has been taken to eliminate the deficiency. Deficiencies found
during or as a result of FPT, shall be prima facie evidence that all
vehicle/components already produced since completion of the last FPT (or, of the
first FPT, since FPVI) and all vehicles not yet accepted are similarly deficient
unless evidence satisfactory to the PCO is furnished by the contractor that they
are not similarly deficient. Such deficiencies on all vehicles/components shall
be corrected by the contractor at no additional increase in contract price.

19.  TEST INCIDENT REPORTS (TIRs):

     The contractor will be provided a copy of all Test Incident Reports (TIRs)
directly from the test sites during Government test via e-mail. When directed by
the Government, the Contractor shall furnish a written Failure Analysis and
Corrective Action Report in accordance with Data Item DI-RELI-81315 and CDRL
A002 and Attachment 006 for each TIR with an analysis of the test incident

<PAGE>   38


                                                  PIIN/SIIN    DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID    Attachment 001
                                                       PAGE    10



and corrective action taken or proposed to prevent recurrence of the incident on
production items. Corrective action proposed by the Contractor that requires
configuration changes shall be submitted to the Government for approval.

20.  CHANGES IN MANUFACTURING/SUPPLIERS:

     a. After approval of the FPVI, the contractor shall provide written notice
to the Government of any changes in materials, manufacturing methods/processes,
or facilities. The contractor shall provide a written description of any such
changes and any proposed changes. In the event of such changes, the Government
reserves the right to require additional testing at no additional cost to the
Government to validate that the changes have not adversely affected the vehicle
performance, safety, or quality.

     b. If the contractor elects to change sources of supply for any of the
components for this system listed below after acceptance of the FPVI, the
Government reserves the right to require the contractor to conduct additional
tests similar to the FPT or Component Qualification Test as determined by the
PCO. Cost of these test shall be borne by the contractor. Any production or
delivery delays occasioned by such retesting will not be considered an excusable
delay. Further, such delays shall not form the basis for adjustment in contract
prices or delivery schedules.

          COMPONENT                 PART NUMBERS
          ---------                 ------------

          A/C System                No P/N
          Turret Bearing            4660149
          A/C Compressor            HR11OMD
          Transparent Armor         4660204
          Windshield De-icer        4660200/4660201

21.  QUALITY DEFICIENCY REPORTS:

     The contractor shall investigate, provide failure analysis and corrective
actions taken to all Product Quality Deficiency Reports (PQDR's), Standard Form
(SF) 386 generated against supplies produced under this contract in accordance
with DI-QCIC-80736. The contractor shall provide a report of the investigation,
probable cause, and proposed corrective action to resolve noted deficiency to
the Contracting Officer or his designated representative after receipt of the
PQDR. Responses to Category I PQDR's shall be submitted within 10 days and
Category II PQDR's shall be responded to within 30 days.

22.  M1114 CARC TAN 686 PAINTING SCHEME

     a. Premise. All Government-furnished ECV Chassis received are painted CARC
Green and all parts for the M1114 are produced and painted CARC Green.

     b. With the M1114 vehicle in a completely closed condition, the exterior of
all components visible to the eye and at eye level will be painted CARC Tan 686
as described in Steps a through j and as shown in Figures 1 through 7 with the
exception of: a) Lights and lenses; b) vehicle interior; c) vehicle underside;
d) vehicle engine compartment.

        (1) The outside rearview mirrors will be the color as provided with the
ECV Chassis (currently green).

        (2) Vehicle Left Side. Everything shown in Figure 1 above Line A-A
will be painted CARC Tan 686 with the exception of the door -seals and turret
brush seals. The vehicle will be painted with the doors closed, therefore, when
a door is open, the area immediately around the door opening will be green.

        (3) Vehicle Right Side. Everything shown in Figure 2 above Line B-B
will be painted CARC Tan -686 with the exception of the door seals and turret
brush seals. The vehicle will be painted with the doors closed, therefore, when
a door is open, the area immediately around the door opening will be green.

        (4) Vehicle Top View. Everything shown in Figure 3 will be painted
CARC Tan 686 with the exception of the turret brush seals and cargo hatch seal.
The vehicle will be painted with the cargo hatch and

<PAGE>   39



                                                  PIIN/SIIN   DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID   Attachment 001
                                                       PAGE   11



turret closed, therefore, when the cargo hatch and turret are open, the area
immediately around the cargo hatch and turret openings will be green. The
interior of the cargo compartment and turret will also be green.

        (5) Vehicle Front View. Everything shown in Figure 4 above Line C-C
will be painted CARC Tan 686 with the exception of the turret brush seals,
windshield wipers and outside rearview mirrors. The vehicle will be painted with
the hood closed, therefore, the engine compartment will be green.

        (6) Vehicle Rear View. Everything shown in Figure 5 above Line D-D
will be painted CARC Tan 686 with the exception of the turret brush seals and
the outside rearview mirrors. The vehicle will be painted with the cargo hatch
closed, therefore, when the cargo hatch is open, the area immediately around the
cargo hatch will be green. The interior of the cargo compartment will also be
green.

        (7) Vehicle Front Wheel Well View*. Everything shown in Figure 6 aft
of Line E-E and above Line F-F will be painted CARL Tan 686. Everything inboard
of Line G-G will be green. The area inboard of Line G-G will be "feathered" from
tan to green. *Left side shown, right side opposite.

        (8) Vehicle Rear Wheel Well View*. Everything shown in Figure 7 above
and forward of Line H-H and above Line J-J will be painted CARC Tan 686. The
area inboard of Line J-J will be "feathered" from tan to green. Left side shown,
right side opposite.

        (9) Vehicle Bumpers. The front bumper and the rear bumper will be
painted CARC Tan 686.

        (10) Vehicle Wheels. The outer side of the wheels will be painted CARC
Tan 686.

<PAGE>   40



                                                  PIIN/SIIN   DAAE07-00-C-S019
                                                    MOD/AMD
                                                 ATT/EXH ID   Attachment 005
                                                       PAGE   1




                                DAAE07-00-C-5019
                             M1114 UP ARMORED HMMWV
                                DELIVERY SCHEDULE



                                             CLIN                  TOTAL
          MONTH          YEAR         0001AA       0002AA          VEHICLES

          JUL            2000           32                            32
          AUG                           32                            32
          SEP                           32                            32
          OCT                           31                            31
          NOV                           31                            31
          DEC                           31                            31
          JAN            2001                        29               29
          FEB                                        29               29
          MAR                                        29               29
          APR                                        28               28
          MAY                                        28               28
          JUN                                        28               28

          TOTAL                         189          171              360


<PAGE>   41


                            PADDS ERRATA SHEET                          PAGE 1

            PIIN/SIIN     DAAE07-00-C-S019                  MOD/AMD

SECTION A - SUPPLEMENTAL INFORMATION

<TABLE>
<CAPTION>

<S>           <C>            <C>            <C>             <C>
ADDED         AS7311         52.204-4006    O1-APR-99       TACOM'S ACQUISITION CENTER HOME PAGE
                             (TACOM)                        ON THE WORLD-WIDE WEB

ADDED         AS7101         52.204-4007    O1-JUL-99       EXECUTIVE SUMMARY--REQUIRED USE OF
                             (TACOM)                        ELECTRONIC COMMERCE


SECTION I - CONTRACT CLAUSES

ADDED         IF0229     52.247-1           O1-APR-84      COMMERCIAL BILL OF LADING NOTATIONS the
                                                           notation set forth in paragraph (a) of the
                                                           clause applies in this contract.
                                                           The agency name in line one of the notation
                                                           shall read:US ARMY TANK-AUTOMOTIVE & ARMAMENTS COMMAND

ADDED         IF0171     52.245-2           01-DEC-89      GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS)

ADDED         IF0144     52.242-10          O1-APR-84      F.O.B. ORIGIN--GOVERNMENT BILLS OF LADING OR PREPAID
                                                           POSTAGE

ADDED         IP0746     52.219-16          O1-JAN-99      LIQUIDATED DAMAGES--SUBCONTRACTING PLAN

ADDED         IF0420     52.232-29          01-OCT-95      TERMS FOR FINANCING OF PURCHASES OF COMMERCIAL
                                                           ITEMS

ADDED         IF0904     52.247-29          O1-JUN-88      F.O.B. ORIGIN

ADDED         IF0421     52.232-30          01-OCT-95      INSTALLMENT PAYMENTS FOR COMMERCIAL ITEMS

ADDED         IF0935     52.247-59          O1-APR-84      F.O.B. ORIGIN - CARLOAD AND TRUCKLOAD SHIPMENTS

ADDED         IF0138     52.247-65          O1-JAN-91      F.O.B. ORIGIN - PREPAID FREIGHT - SMALL PACKAGE
                                                           SHIPMENTS

ADDED         IA0890     252.242-7003       O1-DEC-91      APPLICATION FOR U.S. GOVERNMENT SHIPPING
                                                           DOCUMENTATION/INSTRUCTIONS

ADDED         IA0222     252.209-7004       O1-MAR-98      SUBCONTRACTING WITH FIRMS THAT ARE OWNED OR
                                                           CONTROLLED BY THE GOVERNMENT OF A TERRORIST
                                                           COUNTRY per DoD interim rule, Federal Register 27 Mar 98

ADDED         IA0015     252.211-7005       O1-MAR-99      SUBSTITUTIONS FOR MILITARY OR FEDERAL SPECIFICATIONS
                                                           AND STANDARDS

ADDED         IA0017     252.225-7017       01-FEB-00      PROHIBITION ON AWARD TO COMPANIES OWNED BY THE
                                                           PEOPLE'S REPUBLIC OF CHINA

CHANGED       IF6685     52.212-5           01-FEB-00      CONTRACT TERMS AND CONDITIONS REQUIRED TO
                                                           IMPLEMENT STATUES OR
                                                           EXECUTIVE ORDERS--COMMERCIAL ITEMS
</TABLE>


     (a) The Contractor agrees to comply with the following FAR clauses, which
are incorporated in this contract by reference, to implement provisions of law
or executive orders applicable to acquisitions of commercial items:

          (1)      52.222-3, Convict Labor (E.O. 11755); and
<PAGE>   42


                            PADDS ERRATA SHEET                          PAGE 2

            PIIN/SIIN     DAAE07-00-C-S019                  MOD/AMD

          (2)      52.233-3, Protest after Award (31 U.S.C 3553).

     (b) The Contractor agrees to comply with the FAR clauses in this paragraph
(b) which the contracting officer has indicated as being incorporated in this
contract by reference to implement provisions of law or executive orders
applicable to acquisitions of commercial items or components: (1), (6), (8),
(11), (12), (13), (15), (16), (22) The other subparagraphs in this paragraph (b)
do NOT apply to this acquisition.

  X      (1)      52.203-6, Restrictions on Subcontractor Sales to the
----              Government, with Alternate I (41 U.S.C. 253g and 10 U.S.C.
                  2402).
         (2)      52.219-3, Notice of Total HUBZone Small Business Set-Aside
----              (Jan 1999).
         (3)      52.219-4, Notice of Price Evaluation Preference for HUBZone
----              Small Business Concerns (Jan 1999) (if the offeror elects to
                  waive the preference, it shall so indicate in its offer)
         (4)(i)   52.219-5, Very Small Business Set-Aside (Pub. L. 103-403,
----              section 304, Small Business Reauthorization and Amendments
                  of 1994). (ii) Alternate I to 52.219-5.   ____ (iii)
                  Alternate II to 52.219-5.
         (5)      52.219-8, Utilization of Small Business Concerns (15 U.S.C.
----              637 (d) (2) and (3)).
  X      (6)      52.219-9, Small Business Subcontracting Plan (15 U.S.C.
----              637(d)(4)).
         (7)      52.219-14, Limitations on Subcontracting (15 U.S.C.
----              637(a)(14)).
  X      (8)(i)   52.219-23, Notice of Price Evaluation Adjustment for Small
----              Disadvantaged Business Concerns (Pub. L. 103-355, section
                  7102, and 10 U.S.C. 2323) (if the offeror elects to waive the
                  adjustment, it shall so indicate in its offer). (ii)__
                  Alternate I of 52.219-23.
         (9)      52.219-25, Small Disadvantaged Business Participation
----              Program--Disadvantaged Status and Reporting (Pub. L. 103-355,
                  section 7102, and 10 U.S.C. 2323).
         (10)     52.219-26, Small Disadvantaged Business Participation
----              Program--Incentive Subcontracting (Pub. L. 103-355, section
                  7102, and 10 U.S.C. 2323).
  X      (11)     52.222-21, Prohibition of Segregated Facilities (Feb 1999)
----
  X      (12)     52.222-26, Equal Opportunity (E.O. 11246)
----
  X      (13)     52.222-35, Affirmative Action for Disabled Veterans and
----              Veterans of the Vietnam Era (38 U.S.C. 4212).
  X      (14)     52.222-36, Affirmative Action for Workers with Disabilities
----              (29 U.S.C. 793).
  X      (15)     52.222-37, Employment Reports on Disabled Veterans and
----              Veterans of the Vietnam Era (38 U.S.C. 4212).
  X      (16)     52.225-1, Buy American Act--Balance of Payments Program--
----              Supplies (41 U.S.C. lOa-lod).
         (17)(i)  52.225-3, Buy American Act--North American Free Trade
----              Agreement--Israeli Trade Act--Balance of Payments Program
                  (41U.S.C. lOa-aOd, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note)
                  (ii)     Alternate I of 52.225-3.
                  (iii)    Alternate II of 52.225-3.
         (18)     52.225-5, Trade Agreements (19 U.S.C. 2501, et seq., 19
----              U.S.C. 3301 note).
         (19)     52.225-15, Sanctioned European Union Country End Products
----              (E.O. 12849).
         (20)     2.225-16, Sanctioned European Union Country Services
----              (E.O. 12849).
         (21)     [Reserved]
----
  X      (22)     52.232-33, Payment by Electronic Funds Transfer--Central
----              Contractor Registration (31 U.S.C. 3332).
         (23)     52.232-34, Payment by Electronic Funds Transfer--Other than
----              Central Contractor Registration (31 U.S.C. 3332).
         (24)     52.232-36, Payment by Third Party (31 U.S.C. 3332).
----
         (25)     52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).
----
         (26)     52.247-64, Preference for Privately owned U.S.-Flag Commercial
----              Vessels (46 U.S.C. 1241).

     (c) The Contractor agrees to comply with the FAR clauses in this paragraph
(c), applicable to commercial services, which the Contracting officer has
indicated as being incorporated in this contract by reference to implement
provisions of law or executive orders applicable to acquisitions of commercial
items or components: Not Applicable

         (1)      52.222-41, Service Contract Act of 1965, As Amended
----              (41 U.S.C. 351, et seq.).
         (2)      52.222-42, Statement of Equivalent Rates for Federal Hires
----              (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
         (3)      52.222-43, Fair Labor Standards Act and Service Contract
----              Act--Price Adjustment (Multiple Year and Option
                  Contracts) (29 U.S.C. 206 and 41 U.S.C. 351, et seq.).
         (4)      52.222-44, Fair Labor Standards Act and Service Contract
----              Act--Price Adjustment (29 U.S.C. 206 and 41 U.S.C.
                  351, et seq.).

<PAGE>   43


                            PADDS ERRATA SHEET                          PAGE 3

            PIIN/SIIN     DAAE07-00-C-S019                  MOD/AMD


         (5)      52.222-47, SCA Minimum Wages and Fringe Benefits Applicable
----              to Successor Contract Pursuant to Predecessor
                  Contractor Collective Bargaining Agreement (CBA) (41 U.S.C.
                  351, et seq.).

     (d) Comptroller General Examination of Record. The Contractor agrees to
comply with the provisions of this paragraph (d) if this contract was awarded
using other than sealed bid, is in excess of the simplified acquisition
threshold, and does not contain the clause at 52.215-2, Audit and
Records--Negotiation.
                  (1) The Comptroller General of the United States, or an
authorized representative of the Comptroller General, shall have access to and
right to examine any of the Contractor's directly pertinent records involving
transactions related to this contract.
                  (2) The Contractor shall make available at its offices at all
reasonable times the records, materials, and other evidence for examination,
audit, or reproduction, until 3 years after final payment under this contract or
for any shorter period specified in FAR Subpart 4.7, Contractor Records
Retention, of the other clauses of this contract. If this contract is completely
or partially terminated, the records relating to the work terminated shall be
made available for 3 years after any resulting final termination settlement.
Records relating to appeals under the disputes clause or to litigation or the
settlement of claims arising under or relating to this contract shall be made
available until such appeals, litigation, or claims are finally resolved.
                  (3) As used in this clause, records include books, documents,
accounting procedures and practices, and other data, regardless of type and
regardless of form. This does not require the Contractor to create or maintain
any record that the Contractor does not maintain in the ordinary course of
business or pursuant to a provision of law.
     (e) Notwithstanding the requirements of the clauses in paragraphs (a), (b),
(c) or (d) of this clause, the Contractor is not required to include any FAR
clause, other than those listed below (and as may be required by an addenda to
this paragraph to establish the reasonableness of prices under Part 15), in a
subcontract for commercial items or commercial components--
                  (1)      52.222-26, Equal Opportunity (E.O. 11246);
                  (2)      52.222-35, Affirmative Action for Disabled Veterans
                           and Veterans of the Vietnam Era (38 U.S.C. 4212);
                  (3)      52.222-36, Affirmative Action for Workers with
                           Disabilities (29 U.S.C. 793); and
                  (4)      52.247-64, Preference for Privately-Owned U.S. Flag
                           Commercial Vessels (46 U.S.C. 1241) (flow down not
                           "required for subcontracts awarded beginning May 1,
                           1996).

                                 (End of clause)

<TABLE>

<S>               <C>               <C>                       <C>               <C>
CHANGED           IA6602            252.212-7001              01-SEP-99         CONTRACT TERMS AND CONDITIONS REQUIRED TO
                                                                                IMPLEMENT STATUTES OR EXECUTIVE ORDERS
                                                                                APPLICABLE TO DEFENSE ACQUISITIONS OF
                                                                                COMMERCIAL ITEMS
</TABLE>

     (a) The Contractor agrees to comply with the Defense Federal Acquisition
Regulation Supplement (DEARS) clause 252.247-7023, Transportation of Supplies by
Sea, which is included in this contract by reference to implement 10 U.S.C.
2631.

     (b) The Contractor agrees to comply with any clause that is checked on the
following list of DEARS clauses which, if checked, is included in this contract
by reference to implement provisions of law or Executive orders applicable to
acquisitions of commercial items or components.

  X      252.205-7000   Provision of information to Cooperative Agreement
-----                   Holders (10 U.S.C. 2416).

         252.206-7000   Domestic Source Restriction (10 U.S.C. 2304).
----

  X      252.219-7003   Small, Small Disadvantaged and Women-Owned Small
----                    Business Subcontracting Plan (DoD Contracts) (15
                        U.S.C. 637).

  X      252.225-7001   Buy American Act and Balance of Payments Program
----                    (41 U.S.C. 10a-10d, E.O. 10582).

  X      252.225-7007   Buy American Act--Trade Agreements--Balance of Payments
----                    Program (41 U.S.C. 10a-lod, 19 U.S.C. 2501-2518, and
                        19 U.S.C. 3301 note).

  X      252.225-7012   Preference for Certain Domestic Commodities.
----

ALT I
  X      252.225-7014   Preference for Domestic Specialty Metals (10 U.S.C.
----                    2241 note).

<PAGE>   44



                            PADDS ERRATA SHEET                          PAGE 4

            PIIN/SIIN     DAAE07-00-C-S019                  MOD/AMD


         252.225-7015   Preference for Domestic Hand or Measuring Tools
----                    (10 U.S.C. 2241 note).

         252.225-7021   Trade Agreements (19 U.S.C. 2501-2518 and 19 U.S.C.
----                    3301 note).

         252.225-7027   Restriction on Contingent Fees for Foreign Military
----                    Sales (22 U.S.C. 2779).

         252.225-7028   Exclusionary Policies and Practices of Foreign
----                    Governments (22 U.S.C. 2755).

         252.225-7029   Preference for United States or Canadian Air Circuit
----                    Breakers (10 U.S.C.2534(a)(3)).

         252.225-7036   Buy American Act--North American Free Trade Agreement
----                    Implementation Act--Balance of Payments Program
                        (Alternate 1)(41 U.S.C. 10a-10d and 19 U.S.C. 3301
                        note).

         252.227-7015   Technical Data--Commercial Items (10 U.S.C. 2320).
----

         252.227-7037   Validation of Restrictive Markings on Technical Data
----                    (10 U.S.C. 2321).

  X      252.243-7002   Requests for Equitable Adjustment (10 U.S.C. 2410).
----

  X      252.247-7024   Notification of Transportation of Supplies by Sea
----                    (10 U.S.C. 2631).

         (c) In addition to the clauses listed in paragraph (e) of the Contract
Terms and Conditions Required to Implement Statutes or Executive Orders--
Commercial Items clause of this contract, the Contractor shall include the
terms of the following clause, if applicable, in subcontracts for commercial
items or commercial components, awarded at any tier under this contract:

                                 (End of clause)

CHANGED    IS6230    52.217-4000     01-SEP-96      SEPARATELY PRICED OPTION FOR
                     (TACOM)                        INCREASED QUANTITY


         (a) The Government hereby reserves the right to increase the quantity
of the contract item by an additional number of units, up to a total of 2,700.
The unit price for such option quantity shall be as set forth in CLINS:

         1001AA            CY00
         1002AA            CY01
         2001AA            CY01
         2002AA            CY02
         3001AA            CY02
         3002AA            CY03
         4001AA            CY03
         4002AA            CY04/05

This option may be exercised by the Government at any time, but in any event not
later than 180 days prior to last scheduled delivery or otherwise mutually
agreed. In addition, such option may be exercised in increments, subject to the
stated total additional quantity limitations, price(s), and the above-stated
time for exercise of the option.

         (b) Delivery of the items added by the exercise of this option shall
continue immediately after, and at the same rate as, delivery of like items
called for under this contract, unless the parties hereto otherwise agree.

ADDED    IF7686  52.212-4       O1-MAY-99     CONTRACT TERMS AND CONDITIONS--
                                              COMMERCIAL ITEMS

ADDED    IF7730  52.211-16      O1-APR-84     VARIATION IN QUANTITY

CHANGED  IA7443  252.246-7000   O1-DEC-91     MATERIAL INSPECTION AND RECEIVING
                                              REPORT

<PAGE>   45


                            PADDS ERRATA SHEET                          PAGE 5

            PIIN/SIIN     DAAE07-00-C-S019                  MOD/AMD


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 .") RECEIVING REPORT, of the Defense FAR Supplement.

                                 (End of clause)

TACOM ADDENDUM:
Note that the Purchasing Office and the Army Inventory Control Manager copies of
the DD Form 250, as listed in tables 1 and 2 of DFARS Appendix F, must be sent
to the following addresses:

         (1)      Send the first copy to the buyer, at the address given on
                  the face page of the contract.

         (2)      Send the second copy to the following address:

                      US Army Tank-automotive and Armaments Command
                      Acquisition Center -- ATTN: AMSTA-AQ-DS
                      Warren, MI 48397-5000.

                  You also can datafax the second copy to (810) 574-7552.
                                                                ***

CHANGED     IS7088     52.223-4000     01-SEP-78    ENVIRONMENTAL, SAFETY, AND
                       (TACOM)                      ENERGY STANDARDS AND
                                                    REGULATIONS

         (a) The contract price includes Contractor compliance with all federal
vehicle emission, fuel economy, safety, and noise requirements and standards,
hereinafter referred to as requirements, affecting the supplies to be delivered
under this contract which, as of the time of bid opening in the case of sealed
bidding, or as of the time for receipt of Best and Final Offers (BAFOs) in the
case of a negotiated solicitation, were in effect or scheduled to become
effective during the term of this contract.

         (b) In the event any of these requirements are subsequently changed
(i.e., altered, rescinded or postponed) and such changes have not been otherwise
provided for prior to the award of this contract, and compliance is mandatory
upon the Contractor, and such changes cause an increase or decrease in the cost
of, or time required to perform the contract, Contractor compliance with these
changes shall be subject to equitable adjustment.

         (c) If any of these requirements are changed as described above, but
compliance is optional on the part of the Contractor, the Contractor shall
promptly notify the Government in writing and the Procuring Contracting Officer
(PCO) shall have the right to decide whether the supplies yet to be accepted and
delivered to the Government shall incorporate the optional changes. After
receipt of this written notice the PCO shall provide timely written advice to
the Contractor of the Government's decision and, if applicable, the effective
data of such change(s). If the PCO's election constitutes a change which causes
an increase or decrease in the cost of, or time required to perform this
contract, Contractor compliance therewith shall be subject to equitable
adjustment.

                                       ***

CHANGED    IS7205    52.239-4001    O1-MAY-99     YEAR 2000 (Y2 K) COMPLIANCE
                     (TACOM)

         a. In the event that this contract calls for the delivery of any data
processing hardware, software and/or firmware (to be referred to as information
technology), such deliverables shall be required to perform accurate date/time
processing involving dates subsequent to December 31, 1999. The information
technology shall be Year 2000 compliant upon delivery

         b. Definition. Year 2000 compliant means information technology that
accurately processes date/time data (including, but not limited to, calculating,
comparing, and sequencing) from, into, and between the twentieth and
twenty-first centuries, and the years 1999 and 2000 and leap year calculations.
Furthermore, Year 2000 compliant information technology, when used in
combination with other information technology, shall accurately process
date/time data if the other information technology properly exchanges date/time
data with it.

<PAGE>   46


                            PADDS ERRATA SHEET                          PAGE 6

            PIIN/SIIN     DAAE07-00-C-S019                  MOD/AMD


         c.       If this contract contains another provision requiring Y2K
compliance, that provision shall take precedence.

                                       ***

ADDED    IS7002      52.204-7009      O1-JUN-99     MANDATORY USE OF CONTRACTOR
                     (TACOM)                        TO GOVERNMENT ELECTRONIC
                                                    COMMUNICATIONS

SECTION K - REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS OF OFFERORS

ADDED    KF7680      52.212-1         01-NOV-99     INSTRUCTIONS TO OFFERORS--
                                                    COMMERCIAL ITEMS

ADDED    KF7682      52.212-3         01-FEB-00     OFFEROR REPRESENTATIONS AND
                                                    CERTIFICATIONS--COMMERCIAL
                                                    ITEMS

CHANGED  KF7266      52.217-5         O1-JUL-90     EVALUATION OF OPTIONS

         (a) Except when it is determined in accordance with FAR 17.206 (b) not
to be in the Government's best interests, the Government will evaluate offers
for award purposes by adding the total price for all options to the total price
for the basic requirement. Evaluation of options will not obligate the
Government to exercise the option(s).
                               (End of provision)

ADDED    KF7733      52.204-6         O1-JUN-99     DATA UNIVERSAL NUMBERING
                                                    SYSTEM (DUNS) NUMBER

ADDED    KF7015      52.222-21        01-FEB-99     PROHIBITION OF SEGREGATED
                                                    FACILITIES

CHANGED  KF7080      52.247-47        01-APR-84     EVALUATION--F.O.B. ORIGIN

Land methods of transportation by regulated common carrier are the normal means
of transportation used by the Government for shipment within the United states
(excluding Alaska and Hawaii). Accordingly, for the purpose of evaluating
offers, only these methods will be considered in establishing the cost of
transportation between offeror's shipping point and destination (tentative or
firm, whichever is applicable) in the United States (excluding Alaska and
Hawaii). This transportation cost will be added to the offer price in
determining the overall cost of the supplies to the Government. When tentative
destinations are indicated, they will be used only for evaluation purposes, the
Government having the right to use any other means of transportation or any
other destination at the time of shipment.

                               (End of provision)

ADDED    KA7601      252.212-7000     01-NOV-95     OFFEROR REPRESENTATIONS AND
                                                    CERTIFICATIONS--COMMERCIAL
                                                    ITEMS

ADDED    KS7232      52.229-4000      01-SEP-96     APPLICABILITY OF FEDERAL
                     (TACOM)                        RETAILERS' EXCISE TAX

ADDED    KS7418      52.233-4000      01-AUG-99     NOTICE REGARDING TACOM
                     (TACOM)                        OMBUDSPERSON AND AMC-LEVEL
                                                    PROTEST PROGRAM

ADDED    KS7312      52.212-4002      01-AUG-96     EVALUATION--COMMERCIAL ITEMS
                     (TACOM)

CHANGED  KS7160      52.217-4003      01-OCT-96     EVALUATION OF INCOMPLETE
                     (TACOM)                        OPTION PRICING

         (a) Per FAR 17.203 (d), of ferors may price the option fLIN in this
solicitation incrementally, by entering different option unit prices that will
apply to different subquantities or quantity ranges (in the event that the
Government elects to exercise less than 100% of the option). Notwithstanding
this fact, the provision entitled EVALUATION OF OPTIONS (FAR 52.217-5, located

<PAGE>   47


                            PADDS ERRATA SHEET                          PAGE 7

            PIIN/SIIN     DAAE07-00-C-S019                  MOD/AMD


elsewhere in this solicitation) indicates that the Government's evaluation for
contract award will include each offeror's price for 100% of the option
quantity.

         (b) In light of the above, if an offeror specifies unit prices that
apply to one or more option quantity ranges, but does not specify a unit price
for 100% of the option, the Government will evaluate that offer for award as
follows. The option price for such offer shall be deemed to be the higher of (i)
the unit price that applies to the basic (non-option) quantity, or (ii) the
highest unit price that is identified against any range or subquantity of the
option CLIN.

                                       ***

ADDED        KS7227       52.212-4007        01-FEB-97    OFFEROR CAGE CODE
                          (TACOM)

CHANGED      KS7320       42.247-4014        01-FEB-98    EVALUATION OF
                          (TACOM)                         TRANSPORTATION COSTS
                                                          FOR OPTIONS (F.O.B.
                                                          ORIGIN)

When evaluating, we will not compute or identify transportation costs pertaining
to the option quantity identified in the schedule of this solicitation. The
provision entitled EVALUATION - F.O.B. ORIGIN (FAR 52.247-47), which appears
elsewhere in this portion of the solicitation, explains how we will evaluate
transportation costs for the non-option quantities of this

                                       ***

ADDED        KS7413       52.204-7005        01-NOV-96    OFFEROR'S DATAFAX
                          (TACOM)                         NUMBER AND E-MAIL
                                                          ADDRESS