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                                                                   Exhibit 10(b)





September 18, 1997

Dr. George H. Heilmeier
Bell Communications Research
Morris Corporate Center (MCC)
445 South Street
Morristown, NJ 07960-6438

Dear George:

This letter will confirm our understanding relating to your engagement by TRW as
a Consultant. The attached terms and conditions (Exhibit A) also apply fully to
the engagement and, together with this letter, constitute our "Agreement".

We will request your general consulting services from time to time. However, you
will not be obligated to devote more than 15 percent of your time in any year to
such services. Your consulting services will be rendered at such times and
places as are mutually satisfactory and TRW will have no control over any
reasonable manner or methods used by you in rendering such services.

Our arrangement will become effective on January 1, 1998 and will continue for
two years, terminating on December 31, 1999. Thereafter, this Agreement may be
renewed from year to year on mutually agreeable terms and conditions. The
Agreement may be terminated by either of us in accordance with the attached
terms and conditions.

As compensation for your services as a Consultant, TRW will pay to you $210,000
per year, to be paid in monthly installments. This payment is not eligible for
the Directors' Deferred Compensation Plan.

TRW will also reimburse you for first-class airfare and all other reasonable
out-of-pocket travel, entertainment, telephone and other business expenses
incurred by you in performing your duties. Receipts for such expenses should be
submitted to me for processing and approval. During the term of this Agreement
and any renewals, we will also reimburse you for required secretarial and other
appropriate services.



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Page two


If you agree, please sign at the bottom of this letter and initial each page of
the attached terms and conditions and return them to me. Please keep a copy of
the letter and the terms and conditions for your records.

Sincerely,



/s/ Joseph T. Gorman
--------------------
Joseph T. Gorman


ACCEPTED:



/s/George H. Heilmeier
----------------------
George H. Heilmeier

Date:  September 25, 1997


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EXHIBIT A
---------

TERMS AND CONDITIONS
--------------------


I.  CONFIDENTIAL INFORMATION

         The term "TRW Confidential Information" refers to all data, reports,
drawings, tapes, formulas, interpretations, forecasts, business plans and
analyses, records, trade secrets, customer lists, documents, proposals,
information regarding products, pricing, terms of sale, processes, research and
development, apparatus and application methods and all other information
reflecting upon or concerning TRW Inc., its subsidiaries or affiliates
(hereinafter referred to as "TRW") that TRW protects against unrestricted
disclosure to others, are not openly communicated or made accessible by TRW to
third parties and that Consultant obtains from TRW, its employees, subsidiaries
or affiliates, or otherwise acquires while engaged hereunder, including
information of a third party as to which TRW has a nondisclosure obligation.
Additionally, TRW Confidential Information will include any and all reports to
TRW made by Contractor hereunder or the contents thereof. In view of the
sensitive information to which Consultant will have access during Consultant's
engagement hereunder, any information reflecting upon or concerning TRW and
known, communicated or accessible to Consultant shall be deemed to be TRW
Confidential Information unless such information has been published by TRW in
publicly available documents.

         Such TRW Confidential Information includes, but is not limited to,
secret or confidential matters (a) of a technical nature, (b) of a business
nature and (c) of either nature pertaining to future development.
Consultant:

         (a)      agrees that TRW Confidential Information is the sole property
                  of TRW and that such TRW Confidential Information shall be
                  used only in providing consulting services hereunder for TRW;

         (b)      will hold the TRW Confidential Information in confidence and
                  not disclose it in any manner whatsoever, in whole or in part,
                  to any person except to employees of TRW, or to employees,
                  subcontractors or representatives of Consultant who need to
                  know in order to perform their duties and who agree in writing
                  to use the Confidential Information only to assist Consultant
                  in performance of Consultant's duties hereunder;

         (c)      will take or cause to be taken all reasonable precautions to
                  prevent the disclosure or communication of TRW Confidential
                  Information to third parties;

         (d)      agrees that each reproduction, duplication, or copy of any
                  portion of TRW Confidential Information will be deemed TRW
                  Confidential Information for all purposes hereunder; and

         (e)      will, upon expiration or termination of the Agreement,
                  discontinue all use of TRW Confidential Information and return
                  all documents containing TRW Confidential Information to TRW.


                                                          Initialed ____________

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         In the event that Consultant or its employees, subcontractors, or
representatives receives a request to disclose all or any part of the TRW
Confidential Information under the terms of a valid and effective subpoena or
order issued by a court of competent jurisdiction or by a governmental body,
Consultant shall

         1.       As soon as possible upon receipt, notify TRW of the existence,
                  terms and circumstances surrounding such a request, so that it
                  may seek an appropriate protective order and/or waive
                  Consultant's compliance with the provisions of this Agreement;
                  and

         2.       If disclosure of such TRW Confidential Information is required
                  in the opinion of Consultant's counsel, cooperate with TRW in
                  obtaining reliable assurances that confidential treatment will
                  be accorded to the disclosed TRW Confidential Information.


II.  INVENTIONS

         Consultant shall disclose promptly to TRW all ideas, inventions,
discoveries or improvements, whether or not patentable, which were or are
conceived or first reduced to practice by Consultant, whether solely or jointly
with employees of TRW, its subsidiaries or affiliates, in the course of
performing work hereunder or as a result of knowledge acquired while performing
services under this Agreement ("TRW Inventions"). Consultant agrees that all TRW
Inventions shall be the sole property of TRW. During and subsequent to the term
of this Agreement, Consultant will execute and deliver to TRW all documents and
take such other action as may be reasonably required by TRW to assist TRW in
obtaining patents in the United States and foreign countries and in vesting
title thereto in TRW for said TRW Inventions. At TRW's request and expense,
Consultant shall cooperate with TRW and do all things reasonably and lawfully
appropriate to assist TRW, or its successors, assigns and nominees, to obtain
and enforce patents relating to such TRW Inventions.


III.  COPYRIGHTS

         Neither Consultant nor any of Consultant's employees or independent
contractors shall knowingly incorporate in any work prepared under this
Agreement any copyrighted or proprietary material of TRW or any other person.
Further, any work of authorship created under this Agreement shall constitute a
"work made for hire", when so defined by the Copyright Act, and as to any work
not so defined, Consultant hereby transfers, and shall cause its employees to
transfer, to TRW any and all right, title and interest Consultant may have in
and to the copyright in such work for the entire term of the copyright. No
rights are reserved to Consultant in any work prepared under this Agreement.


                                                          Initialed ____________



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IV.  LICENSE

         Consultant hereby grants to TRW a fully paid-up, nonexclusive and
perpetual right and license to use any and all of Consultant's know-how and
trade secrets which are necessary to the implementation of work by TRW pursuant
to the reports and recommendations made by Consultant.


V.  CLASSIFIED MATERIAL

         TRW shall advise Consultant which information or items provided to
Consultant constitute classified material, and Consultant shall comply with all
security requirements imposed by the United States Government or TRW. If it
becomes necessary for Consultant to store classified material at Consultant's
place of work, other than TRW premises, a facility clearance shall be required.
In that event, Consultant shall enter into a security agreement with the
applicable Government agency and maintain a system of security controls in
accordance with such security agreement. All such classified material shall be
promptly returned to TRW on request or upon termination of the security
agreement or this Agreement, whichever first occurs.


VI.  NO CONFLICT

         Except with the prior written approval of TRW after full disclosure of
all relevant facts, Consultant shall refrain from accepting work, engagements or
appointments from any third party which could conflict with, or impede an
unbiased performance of, Consultant's work hereunder or the protection of TRW
Confidential Information. TRW understands that Consultant will enter into
consulting agreement with Science Applications International Corporation (SAIC).
TRW agrees not to request Consultant to perform any work that would be in
conflict with Consultant's agreement with Bell Communications Research
(Bellcore) and SAIC.


VII.  COMPLIANCE

         Consultant warrants that Consultant has the right to enter into this
Agreement and that performance of the work specified shall not cause Consultant
to be in violation of any federal, state or local law or regulation, or any
contractual agreement entered into by the Consultant. Consultant shall comply
with TRW's policies, directives and standards, including without limitation
TRW's standards regarding legal and ethical conduct and government contracting
and with all applicable federal, state and local laws and regulations.
Consultant shall file all tax returns and reports required to be filed pursuant
to law.

VIII.  TERMINATION

         This Agreement may be terminated by TRW or Consultant in whole or in
part upon 15 days' prior written notice. This Agreement will terminate forthwith
upon receipt of written notice from TRW if Consultant is unable to perform
Consultant's duties hereunder for a period of thirty consecutive days. Payment
shall be made for services and expenses rendered or incurred through the date of
termination. Advance payments shall be prorated through the termination date.
The covenants set forth in these Terms and Conditions shall survive the
termination of this Agreement.


                                                          Initialed ____________


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IX.  FORCE MAJEURE

         Neither party shall incur liability to the other party on account of
any loss or damage resulting from any delay or failure to perform any part of
this Agreement where such delay or failure was caused in whole or in part by
events, occurrences or causes beyond the reasonable control of such party.


X.  RECORDS

         Consultant shall maintain a written record of all work performed and
data generated in the course of performance under this Agreement and shall
prepare a written summary of all work performed hereunder. Such written material
shall be the sole property of TRW and shall be made available on request. TRW
shall have the right to request preliminary reports from Consultant which
represent the findings and conclusions of Consultant based on the information
which exists at that time. Upon completion of each specific project or
termination of this Agreement, Consultant shall, if requested by TRW, promptly
furnish TRW a complete report, together with all supporting contract data.


XI.  CHANGES

         TRW may order changes in the description of services to be performed by
Consultant. If Consultant believes that any change requested will require
additional compensation to Consultant or will adversely affect the schedule for
rendering services, before proceeding with any work on the change, Consultant
will so advise TRW and thereafter Consultant will not proceed with any such
change until Consultant has received written authorization from TRW to do so.
This Agreement may not be amended, modified or otherwise changed except by an
instrument in writing signed by TRW and Consultant.


XII.  INDEPENDENT CONTRACTOR

         Consultant agrees that in the performance of this Agreement, Consultant
shall act as an independent contractor, and not as an employee of TRW, and all
of Consultant's agents and employees shall be subject solely to the control,
supervision and authority of Consultant. Consultant understands and agrees that
TRW will not cover Consultant or Consultant's employees or agents with Worker's
Compensation, Unemployment Insurance, State Disability Insurance, public
liability insurance or other benefits that may be available to employees of TRW.
Consultant shall refrain from any representation that Consultant is an employee,
agent or legal representative of TRW, or from incurring liabilities or
obligations of any kind in the name, or on behalf, of TRW.

         It is agreed that (a) Consultant shall be responsible for Social
Security taxes, if any, which may be applicable and for any other applicable
fees or taxes (federal, state or local) which may be required; and (b)
Consultant and Consultant's employees, agents, heirs, successors and assigns
shall not be entitled, by virtue of any work done under this Agreement, to any
benefits under any medical or travel accident insurance, pension, sick leave,
life insurance, vacation, or disability, or other employees' benefit plan or
plans maintained by TRW for its employees.


                                                          Initialed ____________



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XIII.  INDEMNIFICATION

         TRW agrees to indemnify and hold Consultant harmless from and against
any losses, claims, damages, liabilities, or actions related to or arising out
of this engagement and Consultant's role in connection therewith, and will
reimburse Consultant for all expenses (including reasonable counsel fees)
incurred by Consultant in connection with investigating, preparing or defending
any such action or claim, whether or not in connection with pending or
threatened litigation in which Consultant is a party, if Consultant acted in
good faith and in a manner Consultant reasonably believed to be in or not
opposed to the best interests of TRW and, with respect to any criminal action or
proceeding, had no reasonable cause to believe Consultant's conduct was
unlawful.

         If any action or proceeding is brought against Consultant in respect of
which indemnity may be sought against TRW pursuant hereto, Consultant shall
promptly notify TRW in writing of the commencement of such action or proceeding,
but the omission so to notify TRW shall not relieve TRW from any other
obligation or liability which TRW may have to Consultant otherwise than under
this Agreement or with respect to any other action or proceeding. In case any
such action or proceeding shall be brought against Consultant, TRW shall be
entitled to participate in such action or proceeding, and, after a written
notice from TRW to Consultant, to assume the defense of such action or
proceeding with counsel of TRW's choice at its expense (in which case TRW shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by Consultant); provided, however, that such counsel shall be
reasonably satisfactory to Consultant in the exercise of Consultant's reasonable
judgment.

         Notwithstanding TRW's election to assume the defense of such action or
proceeding, Consultant shall have the right to employ separate counsel and to
participate in the defense of such action or proceeding. TRW shall bear the
reasonable fees, costs and expenses of one such separate counsel (and shall pay
such fees, costs and expenses at least quarterly) if TRW approves in advance the
separate counsel selected by Consultant and if: (i) the use of counsel chosen by
TRW to represent Consultant would present such counsel with a conflict of
interest; (ii) the defendants in, or targets of, any such action or proceeding
include both Consultant and TRW, and, upon advice of counsel, Consultant shall
have reasonably concluded that there may be legal defenses available to
Consultant which are materially different from those available to TRW (in which
case TRW shall not have the right to direct the defense of such action or
proceeding on behalf of Consultant); (iii) TRW shall not have employed counsel
reasonably satisfactory to Consultant in the exercise of reasonable judgment to
represent Consultant within a reasonable time after notice of the institution of
such action or proceeding; or (iv) TRW shall authorize Consultant to employ
separate counsel at TRW's expense.

         TRW and Consultant understand that the indemnity provisions contained
in this Agreement shall be in addition to any and all other rights and remedies
which the parties may have at law or in equity or otherwise, including, but not
limited to, any right of contribution.

         Notwithstanding anything contained herein to the contrary, it is the
intention of TRW and Consultant that the indemnification provided herein by TRW
to Consultant shall not be more than that provided to a presently serving
elected officer of TRW Inc.



                                                          Initialed ____________


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         Consultant hereby agrees to indemnify, defend and save TRW, its
officers, directors, employees and agents harmless from and against any expense,
claim, action, loss or liability to any third party that results from or is
caused by, directly or indirectly, Consultant's bad faith, willful misconduct,
recklessness or unlawful conduct or the bad faith, willful misconduct,
recklessness or unlawful conduct of Consultant's employees, agents,
subcontractors, suppliers or other third parties utilized in connection with
Consultant's performance. In agreeing to indemnify TRW under this section,
Consultant expressly waives any immunity from liability Consultant may be
entitled to under Section 35, Article II of the Ohio Constitution and Ohio
Revised Code Section 4123.74 which provides immunity to complying employers from
actions for damages by employees injured in the course of or arising out of
their employment. Nothing in this indemnification shall limit the protection
otherwise available to TRW employees or other persons performing emergency
first-aid services under Ohio Revised Code Sections 2305.23 and 4731.90.


XIV.  NONDISCRIMINATION

         Consultant: (a) will not discriminate against any applicant for
employment on the basis of race, color, non-job related handicap, veteran
status, religion, sex, national origin or age; (b) will take affirmative action
to ensure that applicants are employed and employees are treated during
employment without regard to their race, color, religion, sex, national origin,
veteran status or non-job related handicap; and (c) will otherwise at all times
comply with all applicable federal, state and local laws, rules, regulations,
orders and ordinances relating to equal employment opportunity. Without limiting
the generality of the foregoing, Consultant shall at all times comply fully with
the provisions of the following regulations and Executive Orders, as the same
may be amended or modified from time to time, and all rules and regulations
promulgated thereunder or relating thereto or to such Executive Orders, as so
amended or modified, such rules and regulations being herein incorporated by
this reference: (i) Executive Order 11246, as amended by Executive Order 11375
(relating to nondiscrimination in employment by Government contracts and trade
contractors); (ii) Executive Order 11625 (relating to utilization of minority
business enterprises); (iii) Executive Order 11701 and 41 CFR 60-250 (relating
to employment of certain veterans); (iv) Executive Order 11758 and 41 CFR
60-741:4 (relating to employment of handicapped persons); and (v) Executive
Order 11141 (relating to nondiscrimination on the basis of age). Consultant
shall, upon request of TRW, provide TRW with such certifications and undertake
such other actions as TRW may deem appropriate to verify and assure Consultant's
compliance with such Executive Orders and regulations.


XV.  PUBLICITY

         Notwithstanding any provision to the contrary herein or otherwise,
except as TRW grants prior written approval, Consultant shall not publicize the
existence or terms of, or work performed under, this Agreement.



                                                          Initialed ____________


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XVI.  ASSIGNMENT

         This Agreement shall not be assignable by either party without the
prior written consent of the other party, except that TRW may assign this
Agreement without such consent with respect to any corporate reorganization,
merger, transfer of assets or similar transactions pursuant to which all of
TRW's rights and obligations hereunder are transferred by operation of law or
otherwise.


XVII.  ENTIRE AGREEMENT

         This Agreement, including the engagement letter and these terms and
conditions, sets forth the entire understanding between the parties relating to
the subject matter contained herein and merges all prior discussions between
them. Neither party shall be bound by any condition, warranty, or representation
other than as expressly stated in this Agreement or as subsequently set forth in
writing signed by the parties. If prior agreements, letters or proposals
relating to the subject matter of this Agreement are inconsistent with the terms
and conditions of the Agreement, this Agreement shall govern.



                                                          Initialed ____________



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