EXHIBIT 10.(b)



                             SUBCONTRACT 508-04-167

          PROJECT TITLE: HAARP, ANTENNA AND GROUNDSCREEN TRANSPORATION
             PRIME CONTRACT NO. N00014-02-D0479, DELIVERY ORDER 0008



                        FIXED PRICE INCENTIVE SUBCONTRACT



                                   ISSUED TO:
                          ANTENNA PRODUCTS CORPORATION
                              101 S.E. 25TH AVENUE
                             MINERAL WELLS, TX 76067






                                   ISSUED BY:

                    BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.
                           1250 TWENTY-FOURTH ST, NW
                              WASHINGTON, DC 20037





                                  Anthony Pugh
                             Contract Administrator

                              Phone: (202) 223-8808
                               Fax: (202)223-1377
                       E-Mail: anthony.pugh@baesystems.com
                               ---------------------------
















                                     10.b-1
<PAGE>
                           SUBCONTRACT NO. 508-04-167

                                     BETWEEN


                          ANTENNA PRODUCTS CORPORATION

                                       AND

                     BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.




EFFECTIVE DATE:                            4 APRIL 2004

SUBCONTRACT TYPE:                          FIXED PRICE INCENTIVE

PERIOD OF PERFORMANCE                      4 APRIL 2004 THROUGH 4 NOVEMBER 2004

SUBCONTRACT VALUE:                         FIXED PRICE CEILING $5,435,055

PAYMENT TERMS:                             NET 60 DAYS

PRIME CONTRACT NO.:                        N00014-02-D-0479

PRIME CONTRACT DELIVERY ORDER NO:          0008

SECURITY CLASSIFICATION:                   UNCLASSIFIED

DPAS RATING:                               DO-C9 (U)

SUBCONTRACTOR EIN:                         75-1964534

























                                     10.b-2
<PAGE>
                                TABLE OF CONTENTS

SECTION A..............................................................CONTRACT

SECTION B........................................  SUPPLIES/SERVICES AND PRICES

SECTION C...........................................DESCRIPTIONS/SPECIFICATIONS

SECTION D.................................................PACKAGING AND MARKING

SECTION E.............................................INSPECTION AND ACCEPTANCE

SECTION F.............................................DELIVERIES OR PERFORMANCE

SECTION G.......................................SUBCONTRACT ADMINISTRATION DATA

SECTION H.........................................SPECIAL CONTRACT REQUIREMENTS

SECTION I........................GENERAL PROVISIONS AND FAR FLOWDOWN PROVISIONS

SECTION J..................................................LIST OF ATTACHEMENTS

SECTION K....................................REPRESENTATIONS AND CERTIFICATIONS


































                                      10.b-3
<PAGE>
SECTION A  CONTRACT

A-1        INTRODUCTION
This FIXED PRICE  INCENTIVE  CONTRACT  is hereby  made and  entered  into by and
between BAE SYSTEMS  Advanced  Technologies  Inc., a  corporation  organized and
existing under the laws of the State of Delaware  (hereinafter  also called "BAE
STYSTMS ATI",  "Contractor" or "Buyer"), and Antenna Products Corporation having
a principal place of business in Mineral Wells,  Texas  (hereinafter also called
"APC", "Subcontractor", or "Seller").

WITNESS  THAT  WHEREAS,  BAE  SYSTEMS ATI has entered  into Prime  contract  No.
N00014-00-D-0479  to perform certain work and services for the U.S.  Government;
and

WHEREAS,  BAE SYSTEMS ATI desires to have APC perform  certain work and services
hereafter  described,  and APC desires to perform  certain work and services for
the U.S. Government; and

WHEREAS,  the work and services  hereafter  described to be performed by APC are
related to the work and  services to be furnished by BAE SYSTEMS ATI to the U.S.
Government,

NOW, THEREFORE, the parties mutually agree as follows:

A-2 SUBCONTRACT TYPE This is a Fixed Price Incentive subcontract.

A-3        SUBCONTRACT VALUE
The total Fixed Price  Incentive  Ceiling for performance of the Work as defined
in Section C is $5,435,055 which amount shall represent BAE SYSTEMS ATI's not to
exceed amount, unless changed by a written modification to this Agreement, which
is signed by authorized representative of both parties.

A-4        SUBCONTRACT EXECUTION
In witness whereof, the duly authorized  representative of Buyer and Seller have
executed this Subcontract.



SELLER                                                      BUYER
ANTENNA PRODUCTS CORPORATION                      BAE SYSTEMS TECHNOLOGIES, INC.

BY:        Ron Chandler                       BY:        Anita Hyink
SIGNATURE: /s/ Ron Chandler                   SIGNATURE: /s/ Anita C. Hyink
          ------------------                            ------------------------
TITLE:     VP/Contracts                       TITLE:     Director, Contracts
DATE:      4/23/04                            DATE:      4/23/04











                                      10.b-4
<PAGE>
SECTION B  SUPPLIES/SERVICES AND PRICES

B-1     SCOPE OF CONTRACT

The general description of services to be provided under this Subcontract is the
installation  of the  antennas,  dipoles and ground  screen at the HAARP site in
Gakona, AK (A detailed  Statement of Work is included in Subcontract  Section C,
Statement of Work).

B-2     SUBCONTRACT LINE ITEM DESCRIPTION (SLIN) LIST
 Subcontract                           Target    Target  Incentive Not-to-Exceed
 Line Item No. Description              Cost     Profit    Profit  Ceiling Price
 ------------- -----------          ----------- -------- --------- -------------
 0001          Installation of 132  $ 4,933,358 $459,889  $41,808   $5,435,055
               antennas, their
               dipoles, and ground
               screen components

B-3     INCENTIVE PRICE REVISION
The  services  identified  in  Section  B-2 as SLIN  0001 are  subject  to price
revision in accordance with the definitions and guidelines specified herein.

The "Original Target Cost " is the target cost as originally definitized between
APC and BAE  SYSTEMS  ATI.  The  Original  Target  Cost  is a  fixed  amount  of
$4,933,358.

The "Original  Target  Profit "  is the target profit as originally  definitized
between APC and BAE SYSTEMS ATI. The Original Target Profit is a fixed amount of
$459,889.

The  "Incentive  Profit " is the  incentive  profit  as  originally  definitized
between APC and BAE  SYSTEMS  ATI.  The  Incentive  Profit is a fixed  amount of
$41,808.

The "Final  Target Cost " is the target cost at the time that all services to be
performed by APC under Section C have been completed and accepted by BAE SYSTEMS
ATI.  This  Final  Target  Cost  shall  include  all   definitized   subcontract
modifications as required.

The "Final Target Profit " is the target profit at the time that all services to
be  performed  by APC under  Section C have been  completed  and accepted by BAE
SYSTEMS ATI. This Final Target Profit shall include all definitized  subcontract
modifications as required.

Upon final  completion and acceptance for  performance of the Work as defined in
Section C, BAE SYSTEMS ATI and APC shall  establish the Total Final Price of the
specified  items by  applying  to the  Final  Target  Cost a  Profit  Adjustment
according to the following formulas:

    1.) IF Final Target Cost = Original Target Cost,
        THEN Profit Adjustment = Final Target Profit + Incentive Profit.

    2.) IF Final Target Cost < Original Target Cost,
        THEN Profit Adjustment = Final Target Profit + Incentive Profit.



                                      10.b-5
<PAGE>
    3.) IF Final Target Cost > Original Target Cost,
        AND IF (Final Target Cost - Original Target Cost) < Incentive Profit,
        THEN Profit Adjustment = (Final Target Profit + Incentive Profit.) -
        (Final Target Cost - Original Target Cost)

    4.) IF Final Target Cost > Original Target Cost,
        AND IF (Final Target Cost - Original Target Cost) = Incentive Profit,
        THEN Profit Adjustment = Final Target Profit

    5.) IF Final Target Cost > Original Target Cost,
        AND IF (Final Target Cost - Original Target Cost) >Incentive Profit,
        THEN Profit Adjustment = Final Target Profit

B-3     GENERAL LABOR COSTS

This  Subcontract is subject to the requirements of both the Davis Bacon Act and
the Service  Contract Act as stated under FAR Clauses  52.222-6 and 52.222-41 as
stated in Section I Part III of this  subcontract.  Subcontractor is required to
submit  weekly  certified  Payroll to the BAE SYSTEMS ATI  Contractual  Point of
Contact identified in Section G-4 of this Subcontract.

SECTION C  DESCRIPTIONS/SPECIFICATIONS

C-1     DESCRIPTIONS/SPECIFICATIONS

Project Location:
-----------------
The High Frequency  Active Auroral Research Program (HAARP) Gakona facility is a
Government-owned facility at milepost 11.3 TOK Cutoff, Gakona, AK 99586.

Statement of Work:
------------------
APC shall provide all labor, materials, facilities, equipment and other services
necessary to install 132 antenna  towers,  their  dipoles and the ground  screen
components manufactured by APC under Subcontract No. HAARP 03-121.

 1. SCOPE

      The scope of this Statement of Work covers:

          a) The  installation of the antenna towers,  dipoles and ground screen
             elements required to complete the 180 element HAARP array.

          b) The  manufacture  of the copper braid straps  required to earth the
             antenna towers to the thermopiles.

 2. QA Plan, Policies and Procedures

      Subcontractor  shall provide and maintain a quality  control  system to an
      industry  recognized  Quality  Standard and in  compliance  with any other
      specific quality requirements identified in this agreement. Records of all
      quality control  inspection work by  Subcontractor  shall be kept complete
      and available to BAE SYSTEMS ATI and its customers.




                                     10.b-6
<PAGE>
      Prior to the start of any installation work at the HAARP site, BAE SYSTEMS
      ATI's  QA  POC  will  work  with  APC  to  define  a  mutually  acceptable
      inspection/  signoff  procedure or "Travelers  Checklist" at key points in
      the installation process.

 3. Antenna Installation

      The 132 antenna  towers with their dipoles and the full 180 element ground
      screen shall be  installed by APC's  subcontractor,  City  Electric,  Inc.
      (CEI). APC shall provide construction supervision and quality assurance at
      the HAARP site for the duration of the installation.

      The installation of 132 antenna towers and their diepoles and the full 180
      element  ground  screen  shall  begin on or about April 1, 2004 and end no
      later than October 31, 2004. Specifically, CEI shall perform the following
      scope of work for the  installation of 132 additional  Antennas  including
      radiating elements, tower, guys, support structures, and ground screens.

      CEI shall perform the following major tasks:


        a. Unload approximately 32 each 48" long flatbed trailers as they arrive
           on the site.

        b. 41 stub  tower  bases  will  be  supplied  and  installed  on the new
           perimeter  pilings.  26  perimeter  stub  towers will be supplied for
           installation on new perimeter pilings.

        c. Install 132 antennas.

        d. Ground  screens  below  the  existing antennas must be dismantled and
           disposed of.

        e. 14 existing stub  towers and 3 corner towers will be moved from their
           present locations to new pilings to complete the perimeter.

        f. Install  new  ground  screens  below  previously  installed and newly
           installed antennas.

CEI shall  provide  sufficient  manpower and  equipment to perform the following
specific tasks:

        g. Install  base,  erect and guy mast  (approximate  weight  1800  lbs),
           install  lattice on top of mast,  the lattice is shipped in two parts
           which shall be joined together prior to erecting,  this task includes
           a  100%  check  of  the  torque  of  all  factory   installed   bolts
           (approximately 280 bolts per antenna),  (approximate assembled weight
           1700 lbs.) The base weldments  shall be secured to the pilings with 1
           1/4'-7  high  strength  bolts and nuts,  a torques  wrench to tighten
           these to 500 ft-lbs shall be available.  The supporting  guys must be
           tensioned  to 670 lbs and the tower  must be  brought  to a  vertical
           position  within 2 degrees,  4 each  come-alongs,  dynamometers,  guy
           pulling grips, shackles to attach to base and 2 each transits will be
           required to accomplish  this. A crane capable of attaching to the top
           of the  lattice  and  raising  it to a height  of 75'  shall  also be
           available.


                                     10.b-7
<PAGE>
        h. Install safety climb rail and cable mount angles to structure.

        i. Layout  backbones,  guys and  elements  and  assemble.  File weld .19
           diameter  1100-0  jumper wires to 3/8 thick 6061-T6  aluminum  plate.
           There are 136 jumper wires per antenna and each jumper requires 2" of
           weld. All welds must be 100% inspected;  if any are missed it will be
           necessary  to make the  welds up to 55'  above  the  ground.  Welding
           equipment and a certified  aluminum welder will be required.  A total
           of approximately 18,000 welds will be required.

        j. Raise backbones  (approximate weight 500 lbs each) and secure them to
           structure at approximately  50' above ground. In addition to a crane,
           a bucket  truck  capable  of  reaching  the top of the tower  will be
           required to secure the upper guys  approximately 70' above ground and
           interconnect the element guys.

        k. Tension  upper  guys  and  elements.  This  is a  complex  procedure;
           assistance,  training and supervision will be given by APC personnel.
           The  guys  shall  be  tensioned  to  approximately  1600  lbs and the
           backbones precisely positioned. 4 each come-alongs, dynamometers, guy
           pulling grips, shackles to attach to base and 2 each transits will be
           required to accomplish  this. A bucket truck with an operator capable
           of reaching 75' plus 2 ground personnel shall be available. The lower
           guy  tensions  shall be  re-checked  and adjusted as required at this
           time.  Once this team becomes  familiar  with the procedure it can be
           completed  in 2 to 3 hours  per  antenna  so both the  equipment  and
           personnel shall be available to assist in other areas.

        l. Once 132 antennas  have been  installed,  the existing  ground screen
           will be taken down and disposed of. The new ground screen consists of
           208  assemblies  approximately  80'  square.  Each of  these  will be
           secured to its associated  catenaries and adjacent ground screens 15'
           above ground.  This will require 100 connections  per assembly.  Each
           connection will require 4 crimping operations, 2 on a custom designed
           connector with a Nicopress "J" tool and 2 on a Burndy YPC2A8U Crimpit
           Tap with a Burndy tool MD6 utilizing a BG die (or equal).  There will
           be a total of 20,800  connections  (83,000 crimps) needed to complete
           the groundscreen. Prior to crimping, the crimp area of the wire shall
           be cleaned with a clean shop rag  saturated in denatured  alcohol and
           abraded  with  Scotch  Brite  777.  There  will be a total of  20,800
           connections which will require 41,600 cleaning  operations and 83,200
           crimps.  All cleaning and crimping  operations will be made 15' above
           ground. During installation and tensioning of ground screen, CEI will
           be responsible  for supplying all pulling grips,  ropes,  and pullers
           required.

4. Copper Braid Straps

The 48 existing DP antenna towers were earthed to their  thermopiles  via copper
braids  clamped  at  either  end by  bolt-on  vice  clamps.  This  solution  was
implemented  as a  field  retrofit  to the  need  to  earth  the  towers  to the
thermopiles.  The new thermopiles were  manufactured  with bolt holes to allow a
simple earth strap to be employed.  The 158 earth straps to be manufactured  are
simple lengths of 3/8 inch copper braid, approximately 10 inches long, with lugs
attached at either end. APC will provide the 158 copper braid traps.


                                     10.b-8
<PAGE>
SECTION D  PACKAGING AND MARKING

D-1     PACKAGING
Packaging and marking of all  deliverables  shall be in accordance with the best
commercial practice necessary to ensure safe and timely delivery at destination,
in accordance with the applicable security requirements.


D-2     CONTAINER MARKINGS
A complete  packing  list shall be included  with all  shipments.  Subcontractor
shall mark containers or packages with necessary lifting,  loading, and shipping
information,  including the BAE SYSTEMS ATI agreement number, item number, dates
of shipment,  and the names and address of  consignor  and  consignee.  Bills of
lading shall include this agreement number.

D-3     MARKING OF SUBCONTRACTOR REPORTS

All reports and correspondence submitted under this subcontract shall include:

o       The Prime Contract Number/ Delivery Order Number
o       Subcontract Number
        Forwarded Prepaid
o       Provide preservation, packaging and marking which shall afford  adequate
        protection  against physical  damage during shipment for all deliverable
        items.
o       All  reports  shall be  packaged  and  forwarded  to the BAE SYSTEMS ATI
        Quality Assurance at:
        BAE SYSTEMS Advanced Technologies, Inc.
        1250 Twenty-Fourth St., NW, Suite 850
        Washington, DC 20037
        Attn: Paul Darling

SECTION E  INSPECTION AND ACCEPTANCE

E-1     INSPECTION AND ACCEPTANCE

Final  inspection  and acceptance of all work and report items will be performed
by BAE SYSTEMS ATI's Quality  Assurance  Point of Contact  identified in Section
G-4 of this  Agreement.  The  Subcontractor  shall be  responsible  for all work
performed  until  completion and  acceptance of the entire work,  except for any
completed unit of work that may have been accepted under this subcontract.

SECTION F  DELIVERIES OR PERFORMANCE

F-1     DELIVERIES
Delivery of reports and other documentation required  in   performance  of  this
subcontract as set forth herein will be made to:
        BAE SYSTEMS Advanced Technologies, Inc.
        1250 Twenty-Fourth St., NW, Suite 850
        Washington, DC 20037
        Attn: Paul Darling
A copy of all  transmittal  letters  shall  be  mailed  to the BAE  SYSTEMS  ATI
Contractual Point of Contact identified in Section G-4 of this Subcontract.




                                     10.b-9
<PAGE>
        1. The  Subcontractor  shall  submit a complete  and  signed  "Travelers
           Checklist", which will be audited by BAE SYSTEMS ATI POC on a regular
           basis showing antenna completion.

        2. The  Subcontractor  shall  submit  either a  time-scaled  bar  chart,
           showing  predecessor/successor  relationship and identifying critical
           activities.  The schedule  shall be submitted  within 5 days from the
           issuance of the subcontract notice-to-proceed.

        The  Subcontractor  shall  break  the  work  into  discrete  activities,
        identifying major tasks and subtasks.

        3. On a weekly basis, the Subcontractor  shall update the schedule.  The
           weekly  updated  schedule  shall  identify any schedule  slippage and
           shall describe corrective actions to be taken by the Subcontractor to
           ensure that subcontract completion dates are not exceeded.

        4. Each  workweek,  the  Subcontractor  shall  provide  BAE  SYSTEMS ATI
           SYSTEMS  Advanced  Technologies,  Inc.  (BAE  SYSTEMS  ATI) a  report
           detailing  the  nature  and  extent of work  performed  that week and
           scheduled  to be performed in the  following  week.  The report shall
           include  personnel  and  equipment  for  each  work  element,  actual
           progress versus scheduled progress,  and anticipated progress for the
           next week. Email is acceptable.

        5. The  Subcontractor  shall submit within 5 days of the issuance of the
           Notice-to-Proceed,  an Environmental Plan. detailing how the contract
           work will be  accomplished  with minimal  damage to the  environment.
           Include in this  submission  shall be an oil Spill  Contingency  Plan
           detailing  actions which shall be taken in the event of a spill.  The
           plan shall include any required restoration or other work required by
           federal,  state or local permits.  It shall also include how and when
           site  environmental  orientations  briefings  for  all  Subcontractor
           employees  conducted  by the  BAE  SYSTEMS  ATI  Environmental  Field
           Officer, shall be held.

        6. The  Subcontractor  shall submit safety plans and hazard analysis for
           the  subcontract  work  as  prescribed  in the  U.S.  Army  Corps  of
           Engineers  Manual EM 385-5. No work shall start on the site until the
           safety submittal has been approved by BAE SYSTEMS ATI.

        7. The  Subcontractor  shall prepare  as-built  drawings  reflecting the
           actual work accomplished. The as-built drawings shall be submitted to
           BAE  SYSTEMS  ATI  within  15  days  after  work  completion.   Final
           subcontract payment shall not be made until the as-built drawings are
           submitted by the Subcontractor and approved by BAE SYSTEMS ATI.

        8. Subcontractor  shall furnish  Certificate of Insurance to BAE SYSTEMS
           ATI evidencing the insurance required hereunder and upon request. BAE
           SYSTEMS ATI may  examine  true  copies of the actual  policies.  Each
           certificate  shall provide that thirty (30) days prior written notice
           shall be given to BAE  SYSTEMS  ATI in the event of  cancellation  or
           material change in policies occurs.




                                     10.b-10
<PAGE>
        9. Subcontractor  shall furnish a Performance Bond in an amount equal to
           100% of the  subcontract  value and a Payment Bond in an amount equal
           to 100% of the  subcontract  value to BAE  SYSTEMS ATI within 5 days,
           but in any event, before starting tower installation work.

F-2     PERIOD OF PERFORMANCE

The Period of Performance for this Subcontract is
4 April 2004 through 4 November 2004 accordingly.

F-3     PLACE OF PERFORMANCE

Performance under this subcontract will take place
at the HAAARP Site in Gakona, Alaska

SECTION G  SUBCONTRACT ADMINISTRATION DATA

G-1     INVOICING AND PAYING INSTRUCTIONS

Submit one original invoice to:
        BAE SYSTEMS Advanced Technologies, Inc.
        1250 Twenty-Fourth St., NW
        Washington, DC
        Attention: Anthony Pugh

Invoices may be submitted no more often than monthly after  approved  "Travelers
Checklist" has been received by BAE SYSTEMS ATI, Washington D.C. The anticipated
Milestone Billing schedule is as follows:

Milestone Milestone Description             Anticipated Date   Amount
--------- ---------------------             ----------------   ------
001       Mobilization and Transportation   April 4, 2004      See Milestone
                                                                 002 Below

002       Finalize Installation Plans.      April 4, 2004      $1,350,000
          Obtain customer approval to
          proceed with tower installation
          phase including customer approval
          of QA procedures . Obtain
          Authorization to Proceed with
          tower Installation.

003       Installation of Antenna#s 1-33    May 4, 2004        $760,000

004       Installation of Antenna#s 34-66   June 4, 2004       $760,000

005       Installation of Antenna#s 67-99   July 4, 2004       $760,000

006       Installation of Antenna#s 100-132 August 4, 2004     $760,000

007       Installation of Ground Screen     September 4, 2004  $760,000

008       Final Installation Complete       November 4, 2004   $243,247

009       Profit Adjustment                 November 4, 2004   $To be Determined


                                     10.b-11
<PAGE>


Milestone 001 and  Milestone  002 for "  Mobilization  and  Transportation"  and
"Authorization  to Proceed"  respectively,  will be invoiced upon  completion of
Milestones.

Milestones #003 through #006 for "Installation of Antenna numbers 1 through 132"
will be  invoiced  by APC on a per unit basis at $23,000  per  complete  antenna
installed.  The number of units  invoiced  for each  milestone  will be based on
actual number of units completed at that point in time.

Milestone #007 for  "Installation of Ground Screen" will be paid in one lump sum
invoice.  Completion  criteria  for invoice  purposes  will be when a "Travelers
Checklist" has been completed by both APC and BAE Quality  Assurance  personnel,
and BAE Quality Assurance  personnel has approved work as being  satisfactory or
completed.

In  accordance  with the  provisions  of this  Agreement  and  conditioned  upon
satisfactory  performance of Subcontractor's  obligations hereunder, BAE SYSTEMS
ATI will pay ninety  percent  (90%) of the approved  amounts of  Subcontractor's
interim payment  vouchers within sixty (60) days after BAE SYSTEMS ATI's receipt
thereof at the aforementioned  address;  except that if BAE SYSTEMS ATI, in good
faith,  disputes and does not approve an item billed BAE SYSTEMS ATI will notify
Subcontractor  of the  portion  disputed  and  withhold  payment  thereof  until
settlement  of the  dispute.  Such right of BAE  SYSTEMS  ATI to  withhold  such
payments shall not constitute or imply acceptance of the Work or Deliverables

BAE SYSTEMS ATI will have no direct or indirect  obligation to pay, reimburse or
otherwise  bear  any  rates,  costs,   expenses  or  other  charges  or  amounts
whatsoever,  except  as  agreed  to  herein;  it  being  understood  that all of
Subcontractor's work shall be performed by Subcontractor at Subcontractor's sole
cost, risk and expense, except as otherwise expressly agreed to in writing.

Final  Payment  under this  subcontract  shall be  predicated  upon  receipt and
acceptance by BAE SYSTEMS ATI of all  performance  and  Deliverables  called for
hereunder;  final  accounting for and  disposition of government  property;  the
assignment to BAE SYSTEMS ATI of any refunds;  and the release  discharging  BAE
SYSTEMS ATI from liabilities.

G-2     PAYMENT AND CORRESPONDENCE ADDRESS

Payment under this subcontract shall be made to:
                               Antenna Products Corporation
                               ACCT# 600058164
                               C/O Frost National Bank
                               PO Box 164009
                               Fort Worth, TX 76161-4009

G-3     CONTRACT ADMINISTRATION

The  BAE  SYSTEMS  ATI  Contract  Administrator  shall  be the  only  individual
authorized to direct  and/or  redirect the effort or in any way amend any of the
terms of this subcontract other than those instances  specifically  delegated to
an Administrative  Contracting Officer, or a Termination Contracting Officer, by
a General  Provision  of this  subcontract.  No verbal  statement  of any person
whomsoever shall, in any manner or degree,  modify or otherwise affect the terms
of this  subcontract.  In the event  effects any such change at the direction of

                                     10.b-12
<PAGE>
any  person  other  than  the BAE SYSTEMS ATI Contract Administrator, the change
will  be  considered  to  have  been  made  without administrative authority and
no adjustment will  be  made  in the authorized funding to cover any increase in
costs incurred as a result thereof.

G-4     POINTS OF CONTACT

The individuals  identified below may be contacted for contractual and technical
administration of this Subcontract.  Any notices consents or approvals  required
or  permitted  by this  Agreement  shall be in writing and shall be given to the
contractual  Point of Contact  or to such other  address as the party to receive
the same shall have designated to the other party hereto.

BAE SYSTEMS ATI:
Contractual                             Technical
-----------                             ---------
Name: Anthony Pugh                      Name: Dr. Rob Jacobsen
Title: Contract Administrator           Title: Program Manager
Voice: 202-223-8808                     Voice: 202-223-8808
FAX: 202-223-1377                       FAX: 202-223-1377
E-mail: Anthony.pugh@baesystems.com     E-mail: jacobsen@baesystems.com
        ---------------------------             -----------------------
                                        Quality Assurance
                                        Name: Paul Darling
                                        Title: Assistant Program Manager
                                        Voice: 202-223-8808
                                        FAX: 202-223-1377
                                        E-mail: paul.darling@baesystems.com
                                                ---------------------------
SUBCONTRACTOR:
Contractual                                 Technical
-----------                                 ---------
Name:   Ron Chandler                        Name:   Ron Chandler
Title:  VP Contracts                        Title:  VP Contracts
Voice:  940-325-3301                        Voice:  940-325-3301
FAX:    940-325-0716                        FAX:    940-325-0716
E-mail: chandler@antennaproducts.com        E-mail: chandler@antennaproducts.com
        ----------------------------                ----------------------------
G-5     PROGRAM MANAGER

Performance  under the work  hereunder is subject to the technical  direction of
BAE SYSTEMS  ATI's  Program  Manager or his  designee.  If the  Program  Manager
assigns  a  designee,   such   designee   shall  be   identified  in  a  written
correspondence signed by the BAE SYSTEMS ATI Contract Administrator and provided
to the  Subcontractor  Contractual Point of Contact as identified in Section G-4
of this Agreement.  For the purpose of this clause, technical direction includes
the following:
        (a) Direction  to  the  Subcontractor  that shifts work emphasis between
            work areas or tasks,  requires  pursuit of certain lines of inquiry,
            fills  in  details  or otherwise serves to accomplish the objectives
            described in the statement of work.
        (b) Guidelines to the Subcontractor that assist in the interpretation of
            drawings, specifications or technical portions of work description.

The Program  Manager and his  designee  do not have the  authority  to issue any
direction under this contract, either technical or otherwise, that increases BAE
SYSTEMS ATI's financial obligation hereunder.

                                     10.b-13
<PAGE>
H-1   CLAIMS AGAINST SUBCONTRACTOR         H-4   ENVIRONMENTAL FIELD OFFICER
If  notification of any claim against      BAE  SYSTEMS  ATI  shall  provide  an
the  subcontractor   arising  out  of      on-site  Environmental  Field Officer
labor or  materials  furnished to the      (EFO) during  regular  business hours
project  has been made to BAE SYSTEMS      (Monday  through  Friday,  8:00  AM -
ATI,  BAE  SYSTEMS  ATI may, at their      4:30   PM)   while   operations   are
discretion, withhold sufficient funds      underway. The duties of the EFO shall
from any  payments  to cover the cost      be to  oversee  site  operation  with
of  any  such  claims  pending  their      regards  to  compliance   with  NEPA,
settlement to the satisfaction of BAE      permit  requirements,  and applicable
SYSTEMS  ATI.  BAE  SYSTEMS ATI shall      state and federal  requirements.  The
have  the  right  at any time to make      EFO shall have the  authority to stop
payments due under this  Agreement by      any work that is deemed  hazardous to
means    of    joint     checks    to      the   environment.   The  EFO   shall
Subcontractor  or  directly to any of      conduct and Environmental Orientation
the     laborers,     suppliers    or      briefing   for   all    Subcontractor
Subcontractors directly.                   personnel  prior to their  working on
                                           the site.
H-2   DUST CONTROL
The     Subcontractor     shall    be      H-5   ENVIRONMENTAL IMPACTS
responsible    for   providing   dust      The   Subcontractor   shall   conduct
control   measures   as  required  or      operations   in  a  manner  to  avoid
directed   by  the  BAE  SYSTEMS  ATI      unnecessary  environmental impacts in
Program Manager or his Designee.           accordance with applicable  state and
                                           federal  government agency standards.
H-3   EMPLOYEE SITE - EEO ORIENTATION      Any  environmental  damage  caused by
The  BAE  SYSTEMS  ATI  Environmental      the Subcontractor's  negligence shall
field   Officer   shall  provide  all      be repaired by the  Subcontractor  at
Subcontractor   management  personnel      no expense  to BAE  SYSTEMS  ATI.  No
working   at   the   site   with   an      camp fires shall be  permitted  at or
orientation,  prior to their  working      near  the  sites.  Any  oil  products
on the site,  on project  objectives,      spilled  by  the  Subcontractor  as a
safety concerns, environmental rules,      result of operations shall be removed
and  affirmative  action  guidelines.      to the applicable government agency's
The   subcontractor   shall   provide      satisfaction.   Subcontractor   shall
awareness  training to  employees  on      have present, at the site,  absorbent
cultural  value  issues  sensitive to      material  in  sufficient  quantity to
Native   Americans.   Archaeological,      absorb  any   potential   pollutants.
cultural,   subsistence   and   other      Subcontractor  shall  submit  an  Oil
environmental   concerns   shall   be      Spill  Contingency Plan, if required,
specifically      addressed.      The      in   accordance    with    applicable
Subcontractor shall flow down the EEO      federal,  state,  and local  laws and
orientation    information   to   the      regulations,   to  BAE  SYSTEMS  ATI.
Subcontractor's  employees  including      Subcontractor  shall  be  responsible
any    lower    tier    subcontractor      for   leaving   the  site  clean  and
personnel  working  at the site.  The      garbage free. The Subcontractor shall
Subcontractor      shall     instruct      comply     with    the     applicable
Subcontractor   employees  and  lower      regulations  of federal,  state,,  or
tier  subcontractors that hunting and      local   statutes   related   to   the
fishing  on the  project  site and on      environment  and the  prevention  and
native lands adjacent to the project,      abatement of pollution.
prohibited,   and  that  no  firearms
shall be allowed on the site.              H-6   EXCUSABLE DELAYS




                                     10.b-14
<PAGE>
Except for defaults of  Subcontractor      SYSTEMS ATI or others for any payment
at any tier,  Subcontractor shall not      or  otherwise,  if  Subcontractor  is
be in default  because of any failure      found    by   the    United    States
to perform this subcontract under its      Government,   on  the   basis   of  a
terms  if  the  failure  arises  from      compliance review, not able to comply
causes beyond the control and without      with  the  provisions  of  the  Equal
the    fault   or    negligence    of      Opportunity     regulations    clause
Subcontractor.   Examples   of  these      incorporated  herein  and  the  Equal
causes  are (1) acts of God or of the      Opportunity    regulations   of   the
public   enemy,   (2)   acts  of  the      Government.
Government in either its sovereign or
Contractual capacity,  (3) fires, (4)      H-10  FURTHER ASSURANCES
floods, (5) epidemics, (6) quarantine      Subcontractor  will,  and will  cause
restrictions (7) strikes, (8) freight      its employees,  officers,  agents and
embargoes,  and (9) unusually  severe      representatives   to,   prepare   and
weather.   In  each   instance,   the      execute  at  the  executing   party's
failure to perform must be beyond the      expense,  and  will  deliver,  at the
control  and  without  the  fault  or      reasonable  request  of  BAE  SYSTEMS
negligence     of      Subcontractor.      ATI,   any  and  all   documents   or
"Default"  includes  failure  to make      instruments  reasonably  necessary or
progress   in  the   work  so  as  to      appropriate  to create,  evidence  or
endanger performance.                      confirm  the  grant,   discharge,  or
                                           release,  as the case may be,  of any
H-7   EXAMINATION OF COSTS                 right interest or obligation acquired
For   the   purpose   of   evaluating      by BAE SYSTEMS  ATI  pursuant to this
Subcontractor's costs with respect to      Agreement.
requests  for  change  proposal,  and
proposal for  follow-on  procurement,      H-11  GOVERNMENT PROPERTY
Subcontractor agrees that BAE SYSTEMS      BAE SYSTEMS ATI shall retain title to
ATI  may  subject   such   proposals,      all   property   furnished   to   and
requests   or  reports   and  related      utilized    by    Subcontractor    in
financial   data  to  analysis   type      performance   of  this   subcontract.
examination.   For   such   purposes,      Subcontractor shall label,  maintain,
Subcontractor must make available all      and  dispose  of  BAE  SYSTEMS  ATI's
data  supporting  direct costs to BAE      property,  including scrap, according
SYSTEMS   ATI,   DCAA  or  an   other      to   BAE   SYSTEMS    ATI's   written
authorized government official.            direction, and Subcontractor shall be
                                           responsible for all loss or damage to
H-8   EXISTING UTILITIES                   BAE   SYSTEMS   ATI's   property   in
The     subcontractor     shall    be      Subcontractor's    possession.   This
responsible    for    verifying   the      clause      does      not      govern
locations of existing utilities prior      Subcontractor's     handling,    use,
to the commencement of work and shall      maintenance     or     disposal    of
protect the utilities during the work      Government-furnished   property  that
of this subcontract. Any damage to or      may   come    into    Subcontractor's
interference with an existing utility      possession   during   Subcontractor's
during  the work of this  subcontract      performance of this subcontract; such
shall be reported  immediately to the      handling,    use,    maintenance   or
Site Supervisor.                           disposal    is    governed   by   the
                                           government  furnished property clause
                                           in Section I of this subcontract.
H-9   FAILURE TO COMPLY WITH EQUAL
OPPORTUNITY REGULATIONS                    H-12  INSURANCE
This  Subcontract  may be canceled by      The   following   kinds  and  minimum
BAE  SYSTEMS  ATI up to 30 days after      amounts  of  insurance  are  required
award  and  without  liability to BAE      during   the   performance   of  this

                                     10.b-15
<PAGE>
                                                    Subcontract No. 508-04-167

contract:                                        against  BAE  SYSTEMS  ATI  and
  (a) Worker's    Compensation    and            agents,   employees,   invites,
      Employer's Liability Insurance;            subcontractors,       insurers,
                                                 underwriters   and  other  such
      (i) The amount  required by the            parties as BAE  SYSTEMS ATI may
          state   where   performance            designate.
          will  occur,  under  appli-
          cable Worker's Compensation        (f) Subcontractor   shall   furnish
          and   occupational  disease            Certificate of Insurance to BAE
          statutes.                              SYSTEMS  ATI   evidencing   the
                                                 insurance   required  hereunder
      (ii)Employer's        liability            and upon  request.  BAE SYSTEMS
          insurance  in  the  minimum            ATI may examine  true copies of
          amount of $1,000,000 person            the   actual   policies.   Each
          and $1,000,000 per accident            certificate  shall provide that
  (b) General   Liability  Insurance:            thirty (30) days prior  written
      Bodily injury,sickness or death            notice  shall  be  given to BAE
      liability    coverage   on  the            SYSTEMS  ATI  in the  event  of
      comprehensive form of policy at            cancellation or material change
      $1,000,000  per  occurrence and            in polices occurs.
      $1,000,000  for  loss or damage        (g) All policies  shall be endorsed
      to  property in one occurrence.            to  provide  that there will be
  (c) Automobile Liability Insurance:            no recourse against BAE SYSTEMS
      Coverage   shall   be   on  the            ATI for payment of premium.
      comprehensive  form  of  policy        (h) Subcontractor shall require all
      covering  owned,  no-owned  and            subcontractors'    to   obtain,
      hired   vehicles  used  by  the            maintain,  and  keep in  force,
      Subcontractor. The policy shall            during  the time in which  they
      provide  for   bodily    injury            are   engaged   in   performing
      and property  damage  liability            services  hereunder,   adequate
      covering  the  operation of all            insurance      coverage      in
      vehicles  used  in   connection            accordance with Subcontractors'
      with       performing       the            normal practice and furnish BAE
      subcontract.   Policies   shall            SYSTEMS ATI acceptable evidence
      provide  coverage  of  at least            of such insurance.
      $1,000,000    applicable     to        (i) BAE  SYTEMS  ATI  shall  not be
      bodily   injury,   sickness  or            liable for loss or  damage,  to
      death   of   any   one  person,            equipment,     supplies,    and
      $1,000,000  per  occurrence for            materials   belonging   to  the
      more  than  one   person,   and            Subcontractor or used on behalf
      $1,000,000   for   loss  of  or            of      Subcontractor       for
      damage to property in  any  one            Subcontractor's     performance
      occurrence.                                hereunder.     Any    insurance
  (d) The    amount   of    liability            policies       carried       by
      coverage   on  other   policies            Subcontractor or third party on
      shall be commensurate  with any            said  equipment,  supplies  and
      legal   requirements   of   the            materials   shall  provide  for
      locality and sufficient to meet            waiver of  underwriter's  right
      normal and customary claims.               to   subrogation   against  BAE
  (e) All policies  shall be endorsed            SYSTEMS ATI.
      to  provide  that  underwriters        (j) It  is  expressly   agreed  and
      and   insurance   companies  of            understood  that  the  cost  of
      Subcontractor  shall  not  have            premiums  and  deductibles  for
      any   right   of    subrogation            insurance   described  in  this

                                     10.b-16
<PAGE>
                                                    Subcontract No. 508-04-167

      Agreement is a non-reimbursable      H-16  NOTIFICATION    OF   DEBARMENT/
      cost.                                      SUSPENSION STATUS
  (k) Primary   Insurance   -  It  is      Subcontractor shall provide immediate
      hereby  understood  and  agreed      notice   to  the  BAE   SYSTEMS   ATI
      that any  coverage  provided by      Contract  Administrator  in the event
      BAE      SYSTEMS     ATI     by      of  being   suspended,   debarred  or
      Subcontractor's insurance under      declared ineligible by any Department
      this   Agreement   is   primary      or  other  Federal   Agency  or  upon
      insurance    shall    not    be      debarment  from  another  DoD Agency,
      considered         contributory      during   the   performance   of  this
      insurance  with  any  insurance      subcontract.
      policies of BAE SYSTEMS ATI.
  (l) By so  specifying,  BAE SYSTEMS      H-17  OFF-DUTY EMPLOYMENT
      ATI  may   require   additional      Subcontractor  agrees  not to  employ
      types of insurance.                  any person who is an  employee of the
  (m) These  insurance  provisions in      United  States   Government,   either
      no way affect the  liability of      civilian   or    military,    without
      Subcontractor     as     stated      assuring  that  the  employees   have
      elsewhere in this Agreement.         complied  with  all  the  appropriate
                                           Department  of  Defense   Regulations
H-13  LIGHTING                             pertaining to off-duty employment for
Subcontractor   be  responsible   for      Government personnel.
providing   adequate   lighting,   if
required,   to  accomplish  the  work      H-18  PERMITS
under  this   Subcontract.   Lighting      The   Government   has  provided  BAE
shall wash down on the immediate work      SYSTEMS ATI with the U.S.  Army Corps
area.  No lighting  shall be directed      Engineers  404  permits  for the work
which   will    illuminate    distant      area, and all work shall be completed
objects. Lighting shall be turned off      in   accordance   with  that  permit.
during daylight hours and non-working      Responsibility   for   obtaining  any
periods.                                   other   permits   required   for  the
                                           performance   of  work   under   this
H-14  LIMITATION    OF   FUNDS   (NOT      subcontract      shall     be     the
      APPLICABLE TO FIRM FIXED  PRICE      responsibility of the  Subcontractor.
      CONTRACTS)                           Failure  to  notify  the  appropriate
Not used.                                  agencies   as  required  by  federal,
                                           state or local regulations or permits
H-15  NATIONAL CODES                       may   be   a   violation    of   said
The   following   codes  are   hereby      regulations or permits. Any penalties
incorporated  into the subcontract by      assessed    resulting    from    such
reference,  with the same  force  and      violation  shall be on the account of
effect as if it were provided in full      the Subcontractor.
text.
  (a) Uniform Building Code (UBC)          H-19  PERFORMANCE AND PAYMENT BOND
  (b) Uniform Mechanical Code (UMC)        Subcontractor   shall   furnish   BAE
  (c) Uniform Plumbing Code (UPC)          SYSTEMS ATI a Performance and Payment
  (d) National Electrical Code (NEC)       Bond  in  the  full   amount  of  the
  (e) Americans with Disabilities Act      contract and shall  maintain the bond
      (ADA)                                in force  during the  continuance  of
  (f) National    Fire     Protection      this   subcontract    including   the
      Association (NFPA)                   warranty  period.  The Bond  shall be
                                           for the faithful  performance of this



                                     10.b-17
<PAGE>
                                                    Subcontract No. 508-04-167

subcontract     in    all    respects      acquisition of  substantially  all of
including,   but  not   limited   to,      the   business   and  assets  of  the
payments  for all material and labor.      assigning   party   relating  to  the
All  alterations  extensions of time,      subject  matter of this  subcontract.
additional  work  and  other  changes      This right shall be retained provided
authorized    by   the    Subcontract      that such successor  shall  expressly
Documents   may   be   made   without      assume   all  the   obligations   and
securing the consent of the Surety or      liabilities  of the  assigning  party
Sureties.  The  Bond  shall be with a
good and sufficient  corporate surety      under this subcontract,  and that the
acceptable  to BAE  SYSTEMS  ATI  and      assigning  party shall remain  liable
Power  of  Attorney  for  the  person      and  responsible  to the other  party
signing  the Bond for the Surety must      hereto   for  the   performance   and
be  submitted   with  the  Bond.  BAE      observance of all such obligations.
SYSTEMS ATI Inc. shall provide to the
subcontractors      bonding     agent      H-21  SAFETY
notification  of contract  completion      The     Subcontractor     shall    be
no   later   than   45   days   after      responsible for safety related to and
completion   of  all   work   by  the      during  prosecution  of the  work and
subcontractor,   excluding  any  work      shall ensure that its  employees  and
which  may  be  performed  under  the      employees of its  Subcontractors  are
warranty period.                           notified  of and observe and abide by
                                           all  safety   regulations   and  laws
                                           including,  but not  limited to State
H-20  RESPONSIBILITY FOR PERFORMANCE       of Alaska General  Safety Code,  U.S.
BAE  SYSTEMS  ATI  issuance  of  this      Department of Labor Safety and Health
subcontract  is  based in part on BAE      Act of 1970, including, any revisions
SYSTEMS    ATI's     reliance    upon      of the foregoing,  that may hereafter
Subcontractor's  ability,   expertise      be  applicable,  and  all  applicable
and   knowledge   of   the   expected      safety  regulations.  Said  laws  and
construction       project,       and      regulations  are  designed as minimum
Subcontractor's continuing compliance      requirements  for the  Subcontractor,
with   all   applicable    laws   and      and the Subcontractor  shall take any
regulations during the performance of      additional  precautions  necessary or
this subcontract. Subcontractor shall      proper  under  the  circumstances  to
not, by  contract,  operation of law,      prevent  injury  or death to  persons
or  otherwise,   assign  any  of  its      and/or  damage to  property.  Neither
rights    or    interest    in   this      compliance   with   such   laws   and
subcontract,  or delegate  any of its      regulations by Subcontractor  nor BAE
duties  or  obligations   under  this      SYSTEMS ATI's approval of any actions
subcontract,    including   but   not      or procedures of the Subcontractor as
limited to any right to monies due or      provided  herein,  shall  relieve the
to become  due,  without  BAE SYSTEMS      Subcontractor  of its  obligations to
ATI's  prior  written   consent.   No      always  use due  care  in  performing
assignment,       delegation,      or      services under this subcontract.
subcontracting by Subcontractor, with
or without BAE SYSTEMS ATI's consent,      The  Subcontractor  shall immediately
shall relieve Subcontractor of any of      notify BAE  SYSTEMS  ATI and, as soon
its     obligations     under    this      thereafter as is practicable, furnish
subcontract.   Not  withstanding  the      BAE SYSTEMS ATI with a written report
foregoing,  either  party  shall have      of  any  damage  to  property  and/or
the right to assign this  subcontract      injury to, or death of, persons which
to any successor of such party of way      occurs  in  connection  with or is in
of  merger  or  consolidation  or the      any way related to the  execution  of
                                           services under this subcontract.

                                     10.b-18
<PAGE>
                                                    Subcontract No. 508-04-167

H-22  SECURITY                             in  their  work,   and  assuring  the
The     subcontractor     shall    be      quality     of    their     products.
responsible for the physical security      Subcontractor shall select, supervise
of  all  aspect  of  its  operations.      and  exercise  control  and  director
Access  to the  HAARP  site  shall be      over   its   employees   under   this
limited to  employees  working on the      Subcontract.  Subcontractor shall not
contract. An existing gate across the      supervise,   direct  or  control  the
access road prevents unauthorized use      activities   of   BAE   SYSTEMS   ATI
of the access road to the  Operations      personnel. Except as may be otherwise
Center.   The   Subcontractor   shall      expressly      specified      herein,
maintain  secure  access  during work      Subcontractor   shall   provide   all
hours to preclude  unauthorized entry      necessary  administrative  and  other
in the site and ensure  that the gate      support to its employees.
or vehicular barrier is locked at all
times when work is not underway. Keys      H-25  SUBCONTRACTING RESTRICTIONS
to the gate can be obtained  from BAE      Subcontractor     may    not    issue
SYSTEMS ATI.                               second-tier  subcontracts to business
                                           concerns that have been debarred from
H-23  SERVICE CONTRACT ACT -STATEMENT      contracting with the U.S. Government.
OF EQUIVALENT RATES                        Nor  shall  the  Subcontractor  issue
                                           second-tier  subcontracts  to foreign
The following FAR clause  applies and      owned business concerns.
is provided  in full text:  52.222-42
STATEMENT  OF  EQUIVALENT  RATES  FOR      H-26  TRASH AND WASTE
FEDERAL    HIRES    (MAY   1989)   In      All trash  and waste  shall be hauled
compliance with the Service  Contract      offsite and properly disposed of in a
Act of  1965,  as  amended,  and  the      landfill  approved  for  operation by
Regulations of the Secretary of Labor      the  governmental   authority  having
(29  CFR   part   4),   this   clause      jurisdiction.
identifies  the  classes  of  service
employees  expected  to  be  employed      H-27  WATER AND SANITARY SERVICES
under the  contract  and  states  the      All  water  and   sanitary   services
wages and fringe benefits  payable to      required in the  performance  of this
each if  they  were  employed  by the      work   shall  be   provided   by  the
contracting  agency  subject  to  the      Subcontractor. The existing water and
provisions of 5 U.S.C. 5341 or 5332.       sanitary services at the project site
                                           will    not    be    available    for
This  statement  is  for  Information      Subcontractor's use.
Only:    It   is   not    for    Wage
Determination
-------------- ----------------------
EMPLOYEE CLASS MONETARY WAGE-FRINGE
BENEFITS
-------------- ----------------------
-------------- ----------------------
-------------- ----------------------
-------------- ----------------------

H-24  SUBCONTRACTOR PERSONNEL
Subcontractor  shall  be  responsible
for selecting  personnel who are well
qualified  to  perform  the  required
services, supervising techniques used


                                     10.b-19
<PAGE>
                                                    Subcontract No. 508-04-167

    SECTION I          GENERAL PROVISIONS AND FAR FLOWDOWN PROVISIONS
--------------------------------------------------------------------------------
SECTION I : GENERAL PROVISIONS            21 New Materials
------------------------------            22 Offset Credit/Cooperation
1  Acceptance of Contract/Terms and       23 Packing and Shipment
   Conditions                             24 Payments, Taxes, And Duties
2  Applicable Laws                        25 Precedence
3  Assignment                             26 Priority Rating
4  Changes                                27 Quality Control System
5  Commercial Computer Software           28 Release of Information
6  Communication with BAE SYSTEMS         29 Stop Work Order
   Customer                               30 Severability
7  Contract Direction                     31 Survivability
8  Default                                32 Termination for Convenience
9  Definitions                            33 Timely Performance
10 Disputes                               34 Waiver, Approval , And Remedies
11 Export  Control                        35 Warranty
12 Extras
13 Furnished Property                     SECTION II:  FAR FLOWDOWN PROVISIONS
14 Gratuities/Kickbacks                   ------------------------------------
15 Independent Contractor                 A  Incorporation of FAR Clauses
   Relationship                           B  Government Subcontract
16 Information of BAE SYSTEMS             C  Notes
17 Information of Seller                  D  Amendments Required by Prime
18 Inspection and Acceptance                 Contract
19 Insurance/Entry of BAE SYSTEMS         E  Preservation of the Government's
   Property                                  Rights
20 Intellectual Property                  F  FAR Flowdown Clauses


SECTION 1. GENERAL PROVISIONS                     hereby  objected   to  by  BAE
-----------------------------                     SYSTEMS  and  have  no  effect
1. ACCEPTANCE  OF  CONTRACT/TERMS AND             unless accepted  in writing by
   CONDITIONS                                     BAE SYSTEMS.
   (a) This    Contract   integrates,
       merges,  and   supercedes  any      2. APPLICABLE LAWS
       prior  offers,   negotiations,         (a) This    Contract    shall   be
       and agreements concerning  the             governed by  and  construed in
       subject   matter  hereof   and             accordance  with  the  laws of
       constitutes     the     entire             the    State    of    Delaware
       agreement between the  Parties             excluding  its choice of  laws
                                                  rules,    except    that   any
   (b) SELLER's       acknowledgment,             provision   in   this Contract
       acceptance   of   payment,  or             that is  (i)  incorporated  in
       commencement  of  performance,             full text or by reference from
       shall   constitute    SELLER's             the     Federal    Acquisition
       unqualified acceptance of this             Regulation   (FAR);   or  (ii)
       Contract.                                  incorporated in  full  text or
                                                  by reference  from any  agency
   (c) Additional or differing  terms             regulation  that implements or
       or  conditions   proposed   by             supplements  the FAR or: (iii)
       SELLER or included in SELLER's             that is substantially based on
       acknowledgement   hereof   are             any such agency regulation  or


                                     10.b-20
<PAGE>
                                                    Subcontract No. 508-04-167

       FAR   provision,   shall    be             (4) In  the    event   it   is
       construed   and    interpreted                 determined  that  the Work
       according   to   the   federal                 is not a  Commercial  Item
       common    law   of  government                 as defined  at  FAR 2.101,
       contracts as  enunciated   and                 then SELLER  agrees   that
       applied   by  federal judicial                 the corresponding   agency
       bodies, boards  of   contracts                 flowdowns     shall     be
       appeals,   and  quasi-judicial                 applicable     to     this
       agencies    of   the   federal                 Contract, in lieu of these
       Government.                                    terms   and    conditions,
                                                      effective  as  of the date
   (b) (1) SELLER  agrees  to  comply                 of this Contract
           with all applicable  laws,
           orders,rules, regulations,         (c) SELLER  represents  that  each
           and ordinances.                        chemical             substance
                                                  constituting or  contained  in
       (2) If:  (i)   BAE    SYSTEMS'             Work    sold   or    otherwise
           contract price  or  fee is             transferred   to  BAE  SYSTEMS
           reduced; (ii) BAE SYSTEM's             hereunder  is  on  the list of
           costs are determined to be             chemical   substances compiled
           unallowable;   (iii)   any             and    published    by     the
           fines,    penalties     or             Administrator      of      the
           interest are  assessed  on             Environmental       Protection
           BAE SYSTEMS;  or (iv)  BAE             Administration pursuant to the
           SYSTEMS incurs  any  other             Toxic Substances  Control  Act
           costs  or  damages;  as  a             (15 U.S.C. Sec.  2601 et seq.)
           result of any violation of             as amended.
           applicable  laws,  orders,
           rules,  regulations,    or         (d) SELLER shall  provide  to  BAE
           ordinances  by SELLER, its             SYSTEMS with each delivery any
           officers,       employees,             Material  Safety   Data  Sheet
           agents,    suppliers    or             applicable  to  the   Work  in
           subcontractors   at    any             conformance      with      and
           tier,  BAE   SYSTEMS   may             containing such information as
           proceed as provided for in             required by  the  Occupational
           (3) below.                             Safety and Health Act  of 1970
                                                  and   regulations  promulgated
       (3) Upon the occurrence of any             there  under,  or   its  state
           of   the     circumstances             approved counterpart.
           identified in  (2)  above,
           BAE  SYSTEMS  may  make  a      3. ASSIGNMENT
           reduction of corresponding         Any    Assignment    of   SELLER's
           amounts (in  whole  or  in         contract  rights or  delegation of
           part) in the price,  or in         duties shall be void, unless prior
           the costs and fee, of this         written  consent  is  given by BAE
           Contract  or   any   other         SYSTEMS.   However,   SELLER   may
           contract  with SELLER,  or         assign  rights to be paid  amounts
           may demand   payment   (in         due,   or  to  become  due,  to  a
           whole or in  part)  of the         financing   institution   if   BAE
           corresponding     amounts.         SYSTEMS is  promptly  furnished  a
           SELLER shall  promptly pay         signed  copy  of  such  assignment
           amounts so demanded.               reasonable  in  advance of the due



                                     10.b-21
<PAGE>
                                                    Subcontract No. 508-04-167

   date  for   payment  of  any  such             "Disputes"   clause   of  this
   amounts.  Amounts  assigned  to an             Contract.   However,   nothing
   assignee   shall  be   subject  to             contained  in  this  "Changes"
   setoffs  or  recoupment   for  any             clause  shall  excuse   SELLER
   present  or  future  claims of BAE             from proceeding  without delay
   SYSTEMS   against   SELLER.    BAE             in  the  performance  of  this
   SYSTEMS  shall  have the  right to             Contract as changed.
   make settlements and/or adjustment
   in  price  without  notice  to the      5. COMMERCIAL COMPUTER SOFTWARE
   assignee.                                  (a) As  used   in   this   clause,
                                                  "restricted computer software"
4. CHANGES                                        means    computer     program,
   (a) The  BAE  SYSTEMS  Procurement             computer    data   base,    or
       Representative   may   at  any             documentation   thereof,  that
       time, by written  notice,  and             has been  developed at private
       without  notice to sureties or             expense  and either is a trade
       assignees, make changes within             secret,   is   commercial   or
       the  general   scope  of  this             financial and  confidential or
       Contract in any one or more of             privileged,  or  is  published
       the  following:  (i) drawings,             and copyrighted, and so marked
       designs   or   specifications;             when  delivered  or  otherwise
       (ii)  method  of  shipping  or             furnished.
       packing;    (iii)   place   of
       inspection,    acceptance   or         (b) Notwithstanding any provisions
       point  of  deliver;  and  (iv)             to the  contrary  contained in
       delivery schedule.                         any     SELLER's      standard
                                                  commercial  license  or  lease
   (b) If any such  change  causes an             agreement,  SELLER agrees that
       increase  or  decrease  in the             the    restricted     computer
       cost of, or the time  required             software  delivered under this
       for,  performance  of any part             Contract   shall  provide  the
       of this Contract,  BAE SYSTEMS             following    rights   to   BAE
       shall   make   an    equitable             SYSTEMS     and    the    U.S.
       adjustment   in  the  Contract             Government.
       price     and/or      delivery
       schedule,   and   modify   the             (1) The  restricted   computer
       Contract accordingly.  Changes                 software may be:
       to the delivery  schedule will                 (i)  Used  or  copied  for
       be    subject   to   a   price                      use  in or  with  the
       adjustment only.                                    computer or computers
                                                           for   which   it  was
   (c) Any  claim  for  an  equitable                      acquired,   including
       adjustment  by SELLER  must be                      use at any Government
       submitted  in  writing  to BAE                      installation to which
       SYSTEMS   within  thirty  (30)                      such    computer   or
       days  from the date of  notice                      computers    may   be
       of  the  change,   unless  the                      transferred;
       Parties  agree in writing to a
       longer period.                                 (ii) Used  or  copied  for
                                                           use  in  or   with  a
   (d) Failure   to   agree   to  any                      backup   computer  if
       adjustment  shall be  resolved                      any    computer   for
       in    accordance    with   the                      which it was acquired
                                                           is inoperative;

                                     10.b-22
<PAGE>
                                                    Subcontract No. 508-04-167

           (iii)Reproduced        for             furnished under this Contract,
                safekeeping                       shall  have no  liability  for
                (archives)  or backup             any release or  disclosure  of
                purposes;                         such    commercial    computer
                                                  software  that are not  marked
           (iv) Modified, adapted, or             to indicate that such software
                combined  with  other             are  licensed  data subject to
                computer    software,             use,             modification,
                provided   that   the             reproduction,         release,
                modified,   combined,             performance,    display,    or
                or  adapted  portions             disclosure restrictions.
                of   the   derivative
                software                   6. COMMUNICATION  WITH  BAE   SYSTEMS
                incorporating  any of         CUSTOMER
                the        delivered,         BAE   SYSTEMS   shall  be   solely
                restricted   computer         responsible  for all  liaison  and
                software   shall   be         coordination  with the BAE SYSTEMS
                subject  to the  same         customer,   including   the   U.S.
                restrictions      set         Government,   as  it  affects  the
                forth     in     this         applicable  Prime  Contract,  this
                Contract;                     Contract,    and    any    related
                                              contract.
           (v)  Disclosed    to   and
                reproduced for use by      7. CONTRACT DIRECTION
                support       service         (a) Only    the    BAE     SYSTEMS
                contractors  or their             Procurement Representative has
                subcontractors,                   authority    to   amend   this
                subject  to the  same             Contract. Such amendments must
                restrictions      set             be in writing.
                forth     in     this
                Contract and                  (b) BAE  SYSTEMS  engineering  and
                                                  technical  personnel  may from
           (vi) Used  or  copied  for             time to time render assistance
                use in or transferred             or give  technical  advice  or
                to   a    replacement             discuss or effect an  exchange
                computer.                         of  information  with SELLER's
                                                  personnel  concerning the Work
   (c) Release  from  liability.  The             hereunder.  Such actions shall
       SELLER    agrees    that   the             not be  deemed  to be a change
       Government  and  BAE  SYSTEMS,             under the "Changes"  clause of
       and other  persons to whom the             this Contract and shall not be
       Government  or BAE SYSTEMS may             the   basis   for    equitable
       have   released  or  disclosed             adjustment.
       commercial  computer  software
       delivered     or     otherwise










                                     10.b-23
<PAGE>
                                                   Subcontract No. 508-04-167

   (c) Except as  otherwise  provided      9. DEFINITIONS
       herein,   all  notices  to  be
       furnished  by the SELLER shall         The following terms shall have the
       be  sent  to the  BAE  SYSTEMS         meanings set forth below:
       Procurement Representative.
                                              (a) "Buyer"   means  BAE   SYSTEMS
8. DEFAULT                                        Advanced  Technologies,   Inc.
   (a) BAE   SYSTEMS,    by   written             (BAE SYSTEMS ATI).
       notice,   may  terminate  this
       Contract for default, in whole         (b) "Contract"      means      the
       or in part, if SELLER fails to             instrument   of   contracting,
       comply  with any of the  terms             such   as   "PO",    "Purchase
       of  this  Contract,  fails  to             Order",  or  other  such  type
       make   progress   so   as   to             designation,   including   all
       endanger  performance  of this             referenced documents, exhibits
       Contract,  or fails to provide             and   attachments.   If  these
       adequate  assurance  of future             terms   and   conditions   are
       performance. Seller shall have             incorporated  into a  "master"
       ten (10) days (or such  longer             agreement  that  provided  for
       period  as  BAE   SYSTEMS  may             releases,  (in  the  form of a
       authorize  in writing) to cure             Purchase  Order or other  such
       any such failure after receipt             document) the term  "Contract"
       of  notice  from BAE  SYSTEMS.             shall  also  mean the  Release
       Default   involving   delivery             document  for  the  Work to be
       schedule  delays  shall not be             performed.
       subject to the cure provision.
                                              (c) "Customer"  means any customer
   (b) BAE   SYSTEMS   shall  not  be             of  BAE   SYSTEMS   ATI,   any
       liable   for  any   Work   not             subsequent owner,  operator or
       accepted; however, BAE SYSTEMS             user  of  the  Goods  and  any
       may require  SELLER to deliver             other individual, partnership,
       to BAE  SYSTEMS  any  supplies             corporation   or   person   or
       and  materials,  manufacturing             entity  which has or  acquires
       materials,  and  manufacturing             any   interest  in  the  Goods
       drawings   that   SELLER   has             from,  through  or  under  BAE
       specifically    produced    or             SYSTEMS ATI.
       acquired  for  the  terminated
       portion of this Contract.  BAE         (d) "FAR"    means   the   Federal
       SYSTEMS and SELLER shall agree             Acquisition Regulation, issued
       on the amount of  payment  for             as Chapter 1 of Title 48, Code
       these other deliverables.                  of Federal Regulations.

   (c) SELLER shall continue all Work         (e) "BAE   SYSTEMS"    means   BAE
       not terminated.                            SYSTEMS  CORPORATION,   acting
                                                  through   its   companies   or
   (d) If  after   termination  under             business  sites as  identified
       paragraph  (a),  it  is  later             on the face of this  Contract.
       determined that SELLER was not             If a  subsidiary  or affiliate
       in default,  such  termination             of BAE SYSTEMS  CORPORATION is
       shall be deemed a  Termination             identified  on the face of the
       of Convenience.                            Contract  then  "BAE  SYSTEMS"
                                                  means   that   subsidiary   or
                                                  affiliate.


                                     10.b-24
<PAGE>

                                                   Subcontract No. 508-04-167

   (f) "SYSTEMS           Procurement         recourse to an action at law or in
       Representative"    means   the         equity.  Until final resolution of
       person   authorized   by   BAE         any  dispute   hereunder,   SELLER
       SYSTEMS' cognizant procurement         shall diligently  proceed with the
       organization   to   administer         performance  of this  Contract  as
       and/or execute this Contract.          directed by BAE SYSTEMS.

   (g) "Goods"   means   all   goods,      11.EXPORT CONTROL
       services,  data  software  and         (a) SELLER  agrees to comply  with
       other items furnished or to be             all  applicable   U.S.  export
       furnished  to BAE  SYSTEMS ATI             control laws and  regulations.
       under this Subcontract.                    Without      limiting      the
                                                  foregoing,  SELLER agrees that
   (h) "Government"     means     the             it  will  not   transfer   any
       government   of   the   United             export  controlled  item, data
       States.                                    or   services,    to   include
                                                  transfer  to  foreign  persons
   (i) "Prime   Contract"  means  the             employed  by or  services,  to
       Government    Contract   under             include  transfer  to  foreign
       which  this   Subcontract   is             persons    employed    by   or
       issued.                                    associated   with,   or  under
                                                  contract to SELLER or SELLER's
   (k) "PO" or  "Purchase  Order"  as             lower-tier suppliers,  without
       used    in    any     document             the  authority  of  an  Export
       constituting  a part  of  this             License or applicable  license
       Contract   shall   mean   this             exception.
       "Contract."
                                              (b) SELLER  agrees to  notify  BAE
   (l) "Seller"   means   the   Party             SYSTEMS  if  any   deliverable
       identified  on the face of the             under   this    Contract    is
       Contract with whom BAE SYSTEMS             restricted  by export  control
       is contracting.                            laws or regulations.

   (m) "Subcontract"  as  used in any         (c) SELLER    shall    immediately
       document  constituting  a part             notify    the    BAE    SYTEMS
       of this  Contract  shall  mean             Procurement  Representative if
       this "Contract".                           SELLER  is listed  any  Denied
                                                  Parties  List  or if  SELLER's
   (n) "Subcontractor"    means   the             export      privileges     are
       Party  identified  on the face             otherwise  denied suspended or
       of the Contract  with whom BAE             revoked in whole or in part by
       SYSTEMS is contracting.                    any U.S.  Government entity or
                                                  agency.
   (o) "Work"   means  all   required
       articles, materials, supplies,      12.EXTRAS
       goods,       and      services         Work  shall  not  be  supplied  in
       constituting    the    subject         excess of quantities  specified in
       matter of this Contract.               the  Contract.   Seller  shall  be
                                              liable for  handling  charges  and
10.DISPUTES                                   return   shipment  costs  for  any
   All disputes  under this  Contract         excess quantities.
   which  are  not   disposed  of  by
   mutual agreement may be decided by      13.FURNISHED PROPERTY


                                     10.b-25
<PAGE>
                                                   Subcontract No. 508-04-167

   (a) BAE  SYSTEMS  may  provide  to             with  a view  toward  securing
       SELLER   property   owned   by             favorable   treatment   as   a
       either  BAE   SYSTMES  or  its             supplier.
       customer (Furnished Property).
       Furnished  Property  shall  be         (b) By  accepting  this  Contract,
       used only for the  performance             SELLER      certifies      and
       of this Contract.                          represents  that  it  has  not
                                                  made or solicited and will not
   (b) Title  to  Furnished  Property             make or solicit  kickbacks  in
       shall remain in BAE SYSTEMS or             violation  of FAR  52.203-7 or
       its  customer.   SELLER  shall             the  Anti-Kickback Act of 1986
       clearly   mark   (if   not  so             (41 USC 51-58),  both of which
       marked) all Furnished Property             are  incorporated   herein  by
       to show its ownership.                     this    specific    reference,
                                                  except that  paragraph  (c)(1)
   (c) Except for reasonable wear and             of  FAR  52.203-7   shall  not
       tear,    SELLER    shall    be             apply.
       responsible   for,  and  shall
       promptly  notify  BAE  SYSTEMS      15.INDEPENDENT CONTRACTOR
       of,   any   loss  or   damage.         RELATIONSHIP
       Without   additional   charge,         (a) Seller   is   an   independent
       SELLER shall manage, maintain,             contractor    in    all    its
       and     preserve     Furnished             operations    and   activities
       Property  in  accordance  with             hereunder.  The employees used
       good commercial practice.                  by  SELLER  to  perform   Work
                                                  under this  Contract  shall be
   (d) At   BAE   SYSTEMS'   request,             SELLER's employees exclusively
       and/or upon completion of this             without      any      relation
       Contract   the  SELLER   shall             whatsoever to BAE SYSTEMS.
       submit, in an acceptable form,
       inventory  lists of  Furnished         (b) SELLER  shall  be  responsible
       Property and shall  deliver or             for  any  costs  or   expenses
       make such  other  disposal  as             including attorney's fees, all
       may   be   directed   by   BAE             expenses of litigation  and/or
       SYSTEMS.                                   settlement,  and court  costs,
                                                  arising   from   any   act  or
   (e) The Government Property clause             omission   of   SELLER,    its
       contained  in Section II shall             officers,  employees,  agents,
       apply  in lieu  of  paragraphs             suppliers,  or  subcontractors
       (a)  through  (d)  above  with             at    any    tier,    in   the
       respect     to      Government             performance   of  any  of  its
       Furnished     Property,     or             obligations     under     this
       property    to    which    the             Contract.
       Government  takes  title under
       this Contract.                      16.INFORMATION OF BAE SYSTEMS
                                              Information    provided   by   BAE
14.GRATUITIES/KICKBACKS                       SYSTMES  to  SELLER   remains  the
   (a) Not gratuities (in the form of         property  of BAE  SYSTEMS.  SELLER
       entertainment,     gifts    or         agrees to comply with the terms of
       otherwise) or kickbacks  shall         any    Proprietary     Information
       be offered or given by SELLER,         Agreement  with BAE SYSTEMS and to
       to any employee of BAE SYSTEMS         comply   with   all    Proprietary



                                     10.b-26
<PAGE>
                                                   Subcontract No. 508-04-167

   Information      markings      and         (d) SELLER  shall  not   re-tender
   Restrictive Legends applied by BAE             rejected      Work     without
   SYSTEMS   to   anything   provided             disclosing    the   corrective
   hereunder to SELLER. SELLER agrees             action taken.
   not  to  use   any   BAE   SYSTEMS
   provided   information   for   any      19.INSURANCE/ENTRY ON BAE SYSTEMS
   purpose  except  to  perform  this         PROPERTY
   Contract   and   agrees   not   to         In  the  event  that  SELLER,  its
   disclose such information to third         employees,        agents,       or
   parties    without   the   written         subcontractors  enter the  site(s)
   consent of BAE SYSTEMS.                    of BAE  SYSTEMS  or its  customers
                                              for any reason in connection  with
17.INFORMATION OF SELLER                      this Contract, then SELLER and its
   SELLER   shall  not   provide  any         subcontractors  shall  procure and
   Proprietary   Information  to  BAE         maintain  worker's   compensation,
   SYSTEMS without prior execution by         comprehensive  general  liability,
   BAE   SYSTEMS  of  a   Proprietary         bodily injury and property  damage
   Information Agreements.                    insurance in  reasonable  amounts,
                                              and such  other  insurance  as BAE
18.INSPECTION AND ACCEPTANCE                  SYSTEMS may require.  In addition,
   (a) BAE  SYTSTEMS and its customer         SELLER   and  its   subcontractors
       may   inspect   all   Work  at         shall   comply   with   all   site
       reasonable  times and  places,         requirements.     SELLER     shall
       including,  when  practicable,         indemnify  and hold  harmless  BAE
       during  manufacture and before         SYSTEMS, its officers,  employees,
       shipment. SELLER shall provide         and agents from any losses, costs,
       all  information,  facilities,         claims, causes of action, damages,
       and  assistance  necessary for         liabilities,     and     expenses,
       safe and convenient inspection         including   attorneys'  fees,  all
       without additional charge.             expenses  of   litigation   and/or
                                              settlement,  and court  attorneys'
   (b) No   such   inspection   shall         fees,  all expenses of  litigation
       relieve    SELLER    of    its         and/or   settlement,   and   court
       obligations   to  furnish  all         costs,   by  reason  of   property
       Work in  accordance  with  the         damage or loss or personal  injury
       requirements of this Contract.         to any  person  caused in whole or
       BAE SYSTEM's final  inspection         in   part   by  the   actions   or
       and  acceptance  shall  be  at         omissions of SELLER its  officers,
       destination.                           employees,  agents,  suppliers, or
                                              subcontractors.    SELLER    shall
   (c) If       SELLER       delivers         provide  BAE  SYSTEMS  thirty (30)
       non-conforming    Work,    BAE         days advance  written notice prior
       SYTEMS may;  (i) accept all or         to  the  effective   date  of  any
       part  of   such   Work  at  an         cancellation or change in the term
       equitable   price   reduction;         or  coverage  of any  of  SELLER's
       (ii)  reject  such  Work;   or         required insurance.  If requested,
       (iii)  make,  or  have a third         SELLER  shall send a  "Certificate
       part    make   all    repairs,         of  Insurance"   showing  SELLER's
       modifications, or replacements         compliance        with       these
       necessary  to enable such Work         requirements.  SELLER  shall  name
       to comply in all respects with         BAE   SYSTEMS  as  an   additional
       Contract    requirements   and         insured  for the  duration of this
       charge  the cost  incurred  to         Contract.   Insurance   maintained
       SELLER.                                pursuant to this  clause  shall be

                                     10.b-27
<PAGE>
                                                   Subcontract No. 508-04-167

   considered primary as respects the         or reconditioned,  remanufactured,
   interest of BAE SYSTEMS and is not         or of such  age as to  impair  its
   contributory  with  any  insurance         usefulness or safety.
   that  BAE   SYSTEMS   may   carry.
   "Subcontractor"  as  used  in this      22.OFFSET CREDIT/COOPERATION
   clause  shall   include   SELLER's         All offset or countertrade  credit
   subcontractors at any tier.                value resulting from this Contract
                                              shall accrue solely to the benefit
20.INTELLECTUAL PROPERTY                      of BAE SYSTEMS.  SELLER  agrees to
   (a) SELLER  warrants that the Work         cooperate  with BAE SYSTEMS in the
       performed and delivered  under         fulfillment    of   any    foreign
       this    Contract    will   not         offset/countertrade obligations.
       infringe or otherwise  violate
       the   intellectual    property      23.PACKING AND SHIPMENT
       rights  of any  third  part in         (a) Unless  otherwise   specified,
       the   United   States  or  any             all  Work is to be  packed  in
       foreign country. SELLER agrees             accordance      with      good
       to defend,  indemnify and hold             commercial practice.
       harmless  BAE  SYSTEMS and its
       customers from and against any         (b) A complete  packing list shall
       claims, damages, losses, costs             be    enclosed     with    all
       and    expenses,     including             shipments.  SELLER  shall mark
       reasonable   attorney's  fees,             containers  or  packages  with
       arising out of any action by a             necessary  lifting,   loading,
       third  part that is based upon             and   shipping    information,
       a   claim    that   the   Work             including   the  BAE   SYSTEMS
       performed or  delivered  under             Contract number,  item number,
       this  Contract   infringes  or             dates  of  shipment,  and  the
       otherwise     violates     the             names   and    addresses    of
       intellectual  property  rights             consignor and consignee.  Bill
       of any person or entity.                   of lading  shall  include this
                                                  Contract number.
   (b) With     regard     to     any
       modifications    that   SELLER         (c) Unless  otherwise   specified,
       makes   to  any  Work  in  the             delivery    shall    be    FOB
       performance  of this Contract,             Destination.
       BAE SYSTEMS and the Government
       shall have a  non-exclusive  ,      24.PAYMENTS, TAXES, AND DUTIES
       irrevocable,     world    wide         (a) Unless   otherwise   provided,
       license  and  right  under any             terms of payment  shall be net
       intellectual   property  right             thirty   (30)  days  from  the
       obtained    to   cover    such             latest of the  following:  (i)
       modifications  to  make,  have             BAE  SYSTEMS'  receipt  of the
       made,    use,   sell,    copy,             SELLER's proper invoice;  (ii)
       distribute,   make  derivative             Scheduled delivery date of the
       works or compilations, display             Work;   or   (iii)   Scheduled
       publicly,  or perform publicly             delivery  date of the Work; or
       such modifications.                        (iii)  Actual  delivery of the
                                                  Work. BAE SYSTEMS shall have a
21.NEW MATERIALS                                  right   of   setoff    against
   The Work to be delivered hereunder             payments due or at issue under
   shall consist of new materials, as             this  Contract  or  any  other
   defined in FAR  52.211-5 not used,             contract between the Parties.


                                     10.b-28
<PAGE>
                                                   Subcontract No. 508-04-167

   (b) Payment  shall  be  deemed  to      27.QUALITY CONTROL SYSTEM
       have  been made as of the date         (a) SELLER   shall   provide   and
       of   mailing   BAE    SYSTEMS'             maintain  a  quality   control

       payment  or  electronic  funds             system    to    an    industry
       transfer.                                  recognized   Quality  Standard
                                                  and  in  compliance  with  any
   (c) Unless  otherwise   specified,             other     specific     quality
       prices  include all applicable             requirements   identified   in
       federal,   state   and   local             this Contract.
       taxes,  duties,  tariffs,  and
       similar  fees  imposed  by any         (b) Records of all quality control
       government.                                inspection   work  by   SELLER
                                                  shall  be  kept  complete  and
25.PRECEDENCE                                     available  to BAE  SYSTEMS and
   Any    inconsistencies   in   this             its customers.
   Contract   shall  be  resolved  in
   accordance   with  the   following      28.RELEASE OF INFORMATION
   descending  order  of  precedence:         Except  as  required  by  law,  no
   (1)  Face of the  Purchase  Order,         public release of information,  or
   Release   document  or   Schedule,         confirmation  or  denial  of same,
   (which shall include  continuation         with  respect to this  Contract or
   sheets), as applicable,  including         the subject matter hereof, will be
   any  Special  Provisions;  (2) Any         made by SELLER  without  the prior
   master-type   agreement  (such  as         written approval of BAE SYSTEMS.
   corporate,   sector   or   blanket
   agreements);   (3)  these  General      29.STOP WORK ORDER
   Provisions;  and (4)  Statement of         (a) SELLER  shall stop Work for up
   Work.                                          to   ninety   (90)   days   in
                                                  accordance  with the  terms of
26.PRIORITY RATING                                any  written  notice  received
   If so identified, this Contract is             from BAE SYSTEMS,  or for such
   a  "rated  order"   certified  for             longer  period  of time as the
   national   defense  use,  and  the             parties  may  agree  and shall
   SELLER   shall   follow   all  the             take all  reasonable  steps to
   requirements    of   the   Defense             minimize  the   incurrence  of
   Priorities and  Allocation  System             costs  allocable  to the  Work
   (DPAS)  Regulation  (15  CFR  Part             during   the  period  of  Work
   700). Under the DPAS  regulations,             stoppage.
   if this Contract supports the U.S.
   Government, is DX or DO Rated, and         (b) Within   such   period,    BAE
   exceeds $50,000.00, the Contractor             SYSTEMS shall either terminate
   must acknowledge acceptance of DX-             or   continue   the   Work  by
   Rated orders within ten (10) days,             written  order to  SELLER.  In
   and DO-Rated orders within fifteen             the  event of a  continuation,
   (15)  days  of   receipt   hereof.             an  equitable   adjustment  in
   Commencement of performance of the             an  equitable   adjustment  in
   work  called for by this  Contract             accordance with the principles
   in the absence of seller's written             of the "Changes" clause, shall
   acknowledgement  thereof  shall be             be made to the price, delivery
   deemed acceptance of this Contract             schedule,  or other  provision
   as written.                                    affected by the Work stoppage,




                                     10.b-29
<PAGE>
                                                   Subcontract No. 508-04-167

       if  applicable,  provided that             accounting  principles,   have
       the   claim   for    equitable             resulted from the termination.
       adjustment   is  made   within             SELLER  shall  not be paid for
       thirty  (30) days  after  such             any Work performed  or   costs
       continuation.                              incurred   which    reasonable
                                                  could have been avoided.
30.SEVERABILITY
   Each  paragraph  and  provision of         (b) In no event  shall BAE SYSTEMS
   this Contract is severable, and if             be   liable    for   lost   or
   one   or   more    paragraphs   or             anticipated     profits,    or
   provisions  are declared  invalid,             unabsorbed  indirect  costs or
   the  remaining  provisions of this             overhead,  or for  any  sum in
   Contract will remain in full force             excess of the  total  Contract
   and effect.                                    price.   SELLER's  termination
                                                  claim   shall   be   submitted
31.SURVIVABILITY                                  within  ninety  (90) days from
   If  this  Contract   expires,   is             the  effective   date  of  the
   completed,   or   is   terminated,             termination.
   SELLER  shall not be  relieved  of
   those obligations contained in the         (c) For   other   than   specially
   following provisions:                          performed  Work:  BAE  SYSTEMS
                                                  may  terminate  part of all of
   (a) Applicable Laws                            this    Contract    for    its
       Export control                             convenience  by giving written
       Independent Contactor                      notice  to   SELLER   and  BAE
          Relationship                            SYSTEM's  only  obligation  to
       Information of BAE SYSTEMS                 SELLER  shall be  payment of a
       Insurance/Entry on BAE SYSTEMS             mutually           agreed-upon
          Property                                restocking or service charge.
       Intellectual Property
       Release of Information                 (d) In either  case,  SELLER Shall
       Warranty                                   continue    all    Work    not
                                                  terminated.
   (b) Those U.S. Government flowdown
       provisions   that   by   their      33.TIMELY PERFORMANCE
       nature should survive.                 (a) SELLER's time performance is a
                                                  critical   element   of   this
32.TERMINATION FOR CONVENIENCE                    Contract.
   (a) For specially  performed Work:
       BAE SYSTEMS may terminate part         (b) Unless  advance  shipment  has
       or all of  this  Contract  for             been  authorized in writing by
       its   convenience   by  giving             BAE  SYSTEMS,  BAE SYSTEMS may
       written notice to SELLER.  BAE             store at SELLER's expense,  or
       SYSTEMs' only obligation shall             return,    shipping    charges
       be to pay SELLER a  percentage             collect,  all Work received in
       of the  price  reflecting  the             advance   of   the   scheduled
       percentage    of   the    Work             delivery date.
       performed  prior to the notice
       of      termination,      plus         (c) If  SELLER  becomes  aware  of
       reasonable charges that SELLER             difficulty in  performing  the
       can    demonstrate    to   the             Work,   SELLER   shall  timely
       satisfaction  of BAE  SYSTEMS,             notify   BAE    SYSTEMS,    in
       using    generally    accepted             writing,    giving   pertinent


                                     10.b-30
<PAGE>
                                                   Subcontract No. 508-04-167

       details.   This   notification         the    manufacturer's     warranty
       shall not change any  delivery         period, whichever is longer if the
       schedule.                              SELLER is the  manufacturer of the
                                              Work or has  modified  it.  If any
   (d) In the event of a  termination         non-conformity  with Work  appears
       for convenience or change,  no         within  that  time,  SELLER  shall
       claim will be allowed  for any         promptly   repair,   replace,   or
       manufacture  or procurement in         reperform the Work. Transportation
       advance  of  SELLER's   normal         of replacement  Work and return of
       flow  time  unless  there  has         non-conforming   Work  and  repeat
       been prior written  consent by         performance  of Work  shall  be at
       BAE SYSTEMS.                           SELLER's  Expense.  If  repair  or
                                              replacement  or  reperformance  of
34.WAIVER, APPROVAL, AND REMEDIES             Work is not  timely,  BAE  SYSTEMS
   (a) Failure  by  BAE   SYSTEMS  to         may    elect   to    return    the
       enforce     any     of     the         nonconforming  Work or  repair  or
       provision(s)  of this Contract         replace work or reprocure the Work
       shall  not be  construed  as a         at    SELLER's    expense.     All
       waiver  of the  requirement(s)         warranties   shall   run   to  BAE
       of  such  provision(s),  or as         SYSTEMS and its  customer(s).  Any
       waiver  of  the  right  of BAE         implied         warranty        of
       SYSTEMS  thereafter to enforce         merchantability  and fitness for a
       each    and     every     such         particular   purpose   is   hereby
       provision(s).                          disclaimed.

   (b) BAE   SYSTEMS'   approval   of      SECTION II: FAR FLOWDOWN PROVISIONS
       documents  shall  not  relieve      -----------------------------------
       SELLER from complying with any      A. INCORPORATION OF FAR CLAUSES
       requirements of this Contract.         ----------------------------

   (c) The rights and remedies of BAE         The federal Acquisition Regulation
       SYSTEMS in this  Contract  are         (FAR) clauses referenced below are
       cumulative  and in addition to         incorporated  herein by reference,
       any other  rights and remedies         with the same  force and effect as
       provided by law or equity.             if they were  given in full  text,
                                              and are applicable,  including any
35.WARRANTY                                   notes    following    the   clause
   SELLER   warrants  that  all  Work         citation, to this Contract. If the
   furnished    pursuant    to   this         date  or  substance  of any of the
   Contract shall strictly conform to         clauses  listed below is different
   applicable         specifications,         than the date or  substance of the
   drawing,        samples,       and         clause  actually  incorporated  in
   descriptions,       and      other         the Prime  Contract  referenced by
   requirements  of this Contract and         number   herein,   the   date   or
   be free from  defects  in  design,         substance  of the clause  actually
   material  and   workmanship.   The         incorporated in the Prime Contract
   warranty  shall  begin  upon final         referenced by number  herein,  the
   acceptance and extend for a period         ate or  substance  of this  clause
   of (i) the manufacturer's warranty         incorporated    by   said    Prime
   period or one (1) year,  whichever         Contract shall apply instead.
   is  longer,  if  SELLER is not the
   manufacturer, and has not modified      B. GOVERNMENT SUBCONTRACT
   the  Work or (ii)  one (1) year or         ----------------------


                                     10.b-31
<PAGE>
                                                  Subcontract No. 508-04-167

   This  Contract is entered  into by         4.  Insert "or BAE SYSTEMS"  after
   the  Parties  in support of a U.S.             "Government"  throughout  this
   Government contract.                           clause.

   As used in the clauses  referenced         5.  Communication/notification
   below   and   otherwise   in  this             required   under  this  clause
   Contract:                                      from/to the CONTRACTOR to/from
                                                  the Contracting  Officer shall
   1.  "Commercial   Item"   means  a             be through BAE SYSTEMS.
       commercial  item as defined in
       FAR 2.101.                          D. AMENDMENTS REQUIRED BY PRIME
                                              ----------------------------
   2.  "Contract" means this contract.        CONTRACT
                                              --------
   3.  "CONTRACTOR"  means the SELLER         CONTRACTOR  agrees  that  upon the
       acting as the immediate (first         request  of BAE  SYSTEMS  it  will
       tier)   subcontractor  to  BAE         negotiate  in good  faith with BAE
       SYSTEMS.                               SYSTEMS  relative to amendments to
                                              this   Contract   to   incorporate
   4.  "Prime   Contract"  means  the         additional provisions herein or to
       contract  between  BAE SYSTEMS         change  provisions  hereof, as BAE
       and  the  U.S.  Government  or         SYSTEMS   may   reasonably    deem
       between  BAE  SYSTEMS  and its         necessary  in order to comply with
       higher-tier contractor who has         the  provisions of the  applicable
       a   contract   with  the  U.S.         Prime   contract   or   with   the
       Government.                            provisions  of  amendments to such
                                              Prime   contract.   If  any   such
   5.  "Subcontract"     means    any         amendment to this Contract  causes
       contract    placed    by   the         an  increase  or  decrease  in the
       CONTRACTOR    or    lower-tier         estimated  cost  of,  or the  time
       subcontractors    under   this         required for,  performance  of any
       Contract                               part  of  the  work   under   this
                                              Contract,  an equitable adjustment
C. NOTES                                      shall  be  made  pursuant  to  the
   -----                                      "Changes" clause of this Contract.

   1.  Substitute  "BAE  SYSTEMS" for      E. PRESERVATION OF THE GOVERNMENT'S
       "Government"     or    "United         --------------------------------
       States"     as      applicable         RIGHTS
       throughout this clause.                ------
                                              If BAE SYSTEMS furnishes  designs,
   2.  Substitute     "BAE    SYSTEMS         drawings,     special     tooling,
       Procurement    Representative"         equipment,   engineering  data  or
       for   "Contracting   Officer",         other   technical  or  proprietary
       "Administrative    Contracting         information  (Furnished  Items) to
       Officer", and "ACO" throughout         which the U.S.  Government owns or
       this clause.                           has the right to authorize the use
                                              of,   nothing   herein   shall  be
   3.  Insert "and BAE SYSTEMS" after         construed   to   mean   that   BAE
       "Government"  or  "Contracting         SYSTEMS, acting on its own behalf,
       Officer",    as   appropriate,         may modify or limit any rights the
       throughout this clause.                Government  may have to  authorize



                                     10.b-32
<PAGE>
                                                  Subcontract No. 508-04-167

   the   CONTRACTOR's   use  of  such         ------------ ---------------------
   Furnished   Items  in  support  of         52.215-5     MATERIAL REQUIREMENTS
   other   U.S.    Government   prime                      (OCT 1997)
   contracts.                                 ------------ ---------------------
                                              52.214-26    AUDIT  AND  RECORDS -
F. FAR FLOWDOWN CLAUSES                                    SEALED  BIDDING  (OCT
   The following FAR clauses apply to                      1997)
   this Contract:                             ------------ ---------------------
   ------------ ---------------------         52.214-27    PRICE  REDUCTION  FOR
   REFERENCE    TITLE                                      DEFECTIVE  COST  OR
   ------------ ---------------------                      PRICING  DATA  -
   52.203-2     CERTIFICATE  OF                            MODIFICATIONS -
                INDEPENDENT   PRICE                        SEALED BIDDING (OCT
                DETERMINATION (APR                         1997)
                1985)                         ------------ ---------------------
   ------------ ---------------------         52.214-28    SUBCONTRACTOR COST OR
   52.203-3     GRATUITIES (APR 1984)                      PRICING   DATA  -
   ------------ ---------------------                      MODIFICATIONS -
   52.203-5     CONVENANT  AGAINST                         SEALED BIDDING (OCT
                CONTINGENT  FEES (APR                      1997)
                1984)                         ------------ ---------------------
   ------------ ---------------------         52.215-2     AUDIT AND RECORDS -
   52.203-6     RESTRICTIONS ON                            NEGOTIATION  (JUL
                SUBCONTRACTOR  SALES                       (JUN 1999) AND
                TO THE GOVERNMENT                          ALTERNATE II (APR
                (JUL 1995)                                 1998)
   ------------ ---------------------         ------------ ---------------------
   52.203-7     ANTI-KICKBACK                 52.215-11    PRICE  REDUCTION  FOR
                PROCEDURES (JUL 1995)                      DEFECTIVE  COST  OR
   ------------ ---------------------                      PRICING DATA -
   52.203-8     CANCELLATION,                              MODIFICATIONS (OCT
                RESCISSION AND                             1997)
                RECOVERY OF FUNDS FOR         ------------ ---------------------
                ILLEGAL  OR  IMPROPER         52.215-12    SUBCONTRACTOR  COST
                ACTIVITY (JAN 1997)                        OR PRICING DATA  (OCT
   ------------ ---------------------                      1997)  (Applicable to
   52.203-10    PRICE  OR FEE                              Subcontractors  over
                ADJUSTMENT  FOR                            $550,000 only)
                ILLEGAL  OR  IMPROPER         ------------ ---------------------
                ACTIVITY (JAN 1997)           52.215-14    INTEGRITY  OF UNIT
   ------------ ---------------------                      PRICES (OCT 1997) AND
   52.203-12    LIMITATION   ON                            ALTERNATE I (OCT
                PAYMENTS TO INFLUENCE                      1997)
                CERTAIN FEDERAL               ------------ ---------------------
                TRANSACTIONS (JUN             52.215-19    NOTIFICATION  OF
                1997)                                      OWNERSHIP CHANGES
   ------------ ---------------------                      (OCT 1997)
   52.209-6     PROTECTIONG THE               ------------ ---------------------
                GOVERNMENT'S INTEREST         52.219-8     UTILIZATIO OF SMALL
                WHEN SUBCONTACTING                         BUSINESS  CONCERNS
                WITH  CONTRACTORS                          (JAN 1999)
                DEBARRED, SUSPENDED,          ------------ ---------------------
                OR PROPOSED FOR               52.219-9     SMALL  BUSINESS
                DEBARMENT  (JUL 1995)                      SUBCONTRACTION  PLAN
   ------------ ---------------------         ------------ ---------------------
                                     10.b-33
<PAGE>
                                                  Subcontract No. 508-04-167

   ------------ ---------------------         ------------ ---------------------
                (JAN 1999)                    52.222-16    APPROVAL OF WAGE
                (ALTERNATIVE 1)                            RATES (FEB 1988)
   ------------ ---------------------         ------------ ---------------------
   52.222-1     NOTICE TO  GOVERNMENT         52.222-20    WALSH HEALY PUBLIC
                OF  LABOR  DISPUTES                        CONTRACTS ACT (DEC
                (FEB 1997)                                 1996)
   ------------ ---------------------         ------------ ---------------------
   52.222-3     CONVICT LABOR                 52.222-21    PROHIBITION OF
                (AUG 1996)                                 SEGREGATED FACILITIES
   ------------ ---------------------                      (FEB 1999)
   52.222-4     CONTRACT  WORK HOURS          ------------ ---------------------
                AND SAFETY  STANDARDS         52.222-26    EQUAL OPPORTUNITY
                ACT - OVERTIME                             (FEB 1999)
                COMPENSATION (SEP             ------------ ---------------------
                2000)                         52.222-35    EQUAL OPPORTUNITY FOR
   ------------ ---------------------                      SPECIAL  DISABLED
   52.222-6     DAVIS BACON ACT (FEB                       VETERANS, VETERANS OF
                1995)                                      THE VIETNAM ERA, AND
   ------------ ---------------------                      OTHER ELIGIBLE
   52.222-7     WITHHOLDING OF FUNDS                       VETERANS (DEC 1998)
                (FEB 1988)                    ------------ ---------------------
   ------------ ---------------------         52.222-36    AFFIRMATIVE   ACTION
   52.222-8     PAYROLLS AND BSIC                          FOR   WORKERS   WITH
                RECORDS (FEB 1988)                         DISABILITIES (JUN
   ------------ ---------------------                      1998)
   52.222-9     APPRENTICES AND               ------------ ---------------------
                TRAINEES (FEB 1988)           52.222-37    EMPLOYMENT REPORTS ON
   ------------ ---------------------                      SPECIAL  DISABLED
   52.222-10    COMPLIANCE  WITH                           VETERANS, VETERANS OF
                COPELAND ACT                               THE VIETNAM ERA, AND
                REQUIREMENTS (FEB                          OTHER ELIGIBLE
                1988)                                      VETERANS (DEC 1998)
   ------------ ---------------------         ------------ ---------------------
   52.222-11    SUBCONTRACTS (LABOR           52.222-41    SERVICE CONTRACT ACT
                STANDARDS)(FEB 1988)                       OF 1965, AS AMENDED
   ------------ ---------------------                      (MAY 1989)

   52.222-12    CONTRACT TERMINATION          ------------ ---------------------
                - DEBARMENT (FEB              52.222-44    FAIR LABOR STANDARDS
                1988)                                      ACT AND SERVICE
   ------------ ---------------------                      CONTRACT ACT-PRICE
   52.222-13    COMPLIANCE   WITH                          ADJUSTMENT (FEB 2002)
                DAVIS-BACON  AND              ------------ ---------------------
                RELATED ACT                   52.223-6     DRUG FREE WORKPLACE
                REGULATIONS (FEB                           (JAN 1997)
                1998)                         ------------ ---------------------
   ------------ ---------------------         52.225-13    RESTRICTIONS  ON
   52.222-14    DISPUTES CONCERNING                        CERTAIN  FOREIGN
                LABOR STANDARDS                            PURCHASES (JUL 2000)
                (1988)                        ------------ ---------------------
   ------------ ---------------------         52.227-1     AUTHORIZATION AND
   52.222-15    CERTIFICATION OF                           CONSENT (JUL 1995)
                ELIGIBILITY (FEB              ------------ ---------------------
                1988)                         52.227-2     NOTICE AND ASSISTANCE
   ------------ ---------------------         ------------ ---------------------
                                     10.b-34
<PAGE>
                                                  Subcontract No. 508-04-167

   ------------ ---------------------         ------------ ---------------------
                REGARDING  PATENT AND         52.236-13    ACCIDENT PREVENTION
                COPYRIGHT                     ------------ ---------------------
                INFRINGEMENT (AUG             52.236-21    SPECIFICATIONS  AND
                1996)                                      DRAWINGS FOR
   ------------ ---------------------                      CONSTRUCTION
   52.227-3     PATENT  INDEMNITY  -                       (FEB 1997)
                CONSTRUCTION                  ------------ ---------------------
                CONTRACTS  (APR 1984)         52.237-2     PROTECTION OF
   ------------ ---------------------                      GOVERNMENT BUILDINGS,
   52.227-17    RIGHTS IN DATA -                           EQUIMENT, AND
                SPECIAL WORKS (JUNE                        VEGETATION (APR 1984)
                1987)                         ------------ ---------------------
   ------------ ---------------------         52.242-13    BANKRUPTCY (JUL
   52.228-15    PERFORMANCE AND                            (1995)
                PAYMENT BONDS (JUL            ------------ ---------------------
                2000)                         52.242-15    STOP WORK ORDER (AUG
   ------------ ---------------------                      1989)
   52.229-3     FEDERAL, STATE AND            ------------ ---------------------
                LOCAL TAXES (JAN              52.243-1     CHANGES - FIXED PRICE
                1991)                                      (AUG 1987)
   ------------ ---------------------         ------------ ---------------------
   52.233-3     PROTES AFTER AWARD            52.244-5     COMPETITION IN
                (AUG 1996)                                 SUBCONTRACTING (DEC
   ------------ ---------------------                      1996)
   52.236-2     DIFFERING SITE                ------------ ---------------------
                CONDITINS (APR 1984)          52.244-6     SUBCONTRACTS FOR
   ------------ ---------------------                      COMMERCIAL ITEMS AND
   52.236-3     SITE INVESTIGATING AND                     COMMERCIAL COMPONENTS
                CONDITIONS  AFFECTING                      (OCT 1998)
                THE WORK (APR 1984)           ------------ ---------------------
   ------------ ---------------------         52.245-2     GOVERNMENT  PROPERTY
   52.236-5     MATERIALS AND                              (FIXED PRICE
                WORKMANSHIP (APR                           CONTRACTS) (DEC 1996)
                1984)                                      AND  ALTERNATE  I
   ------------ ---------------------                      (APRIL  1984) (As
   52.236-7     PERMITS AND                                modified by DoD class
                RESPONSIBILITIES                           deviation   99-00008
                (NOV 91)                                   dated 13 July 1999)
   ------------ ---------------------         ------------ ---------------------
   52.236-8     OTHER CONTRACTS (APR          52.246-12    INSPECTION OF
                1984)                                      CONSTRUCTION - FIXED
   ------------ ---------------------                      PRICE (AUG 1006)
   52.236-9     PROTECTION OF                 ------------ ---------------------
                EXISTING  VEGETATION,         52.246-21    WARRANTY OF
                STRUCTURES,                                CONSTRUCTION (AUG
                EQUIPMENT, UTILITIES,                      1996)
                AND IMPROVEMENTS              ------------ ---------------------
                (APR 1984)                    52.246-23    LIMITATION OF
   ------------ ---------------------                      LIABILITY (FEB 1997)
   52.236-10    OPERATIONS AND                ------------ ---------------------
                STORAGE AREA (APR             52.247-64    PREFERENCE  FOR
                1984)                                      PRIVATELY OWNED U.S.-
   ------------ ---------------------         ------------ ---------------------

                                     10.b-35
<PAGE>
                                                  Subcontract No. 508-04-167

   ------------ ---------------------         ------------ ---------------------
                FLAG COMMERCIAL                            Government  of a
                VESSELS (JUN 2000)                         Terrorist  Country
   ------------ ---------------------                      (Mar 98)
   52.249-2     TERMINATION  FOR              ------------ ---------------------
                CONVENIENCE OF THE            252.215-7000 Pricing Adjustments
                GOVERNMENT (FIXED                          (Dec 91)
                PRICE)(SEP 1996)              ------------ ---------------------
   ------------ ---------------------         252.219-7003 Small  Disadvantaged
   52.249-10    DEFAULT (FIXED PRICE                       and Woman-owned Small
                CONSTRUCTION) (APR                         Business
                1984)                                      Subcontracting  Plan
   ------------ ---------------------                      (DOD  Contracts) Apr
   52.251-1     GOVERNMENT SUPPLY                          96)
                SOURCES (APR 1984)            ------------ ---------------------
   ------------ ---------------------         252.223-7006 Prohibition  on
                                                           Storage and  Disposal
   G. DoD FAR SUPPLEMENT (DFARS)                           of Toxic and
      --------------------------                           Hazardous Material
      FLOWDOWN CLAUSES                                     (Apr 93)
      ----------------                        ------------ ---------------------
      The following DoD FAR clauses           252.225-7012 Preference for
      apply to this Contract:                              Certain    Domestic
                                                           Commodities (Apr 02)
   ------------ ---------------------         ------------ ---------------------
   REFERENCE    TITLE                         252.225-7031 Secondary Arab
   ------------ ---------------------                      Boycott of Israel(Jun
   252.203-7001 Prohibition On                             92)
                Persons  Convicted of         ------------ ---------------------
                Fraud or Other                252.225-7026 Reporting of Contract
                Defense-Contract-                          Performance  Outside
                Related Felonies (Mar                      the United States
                99)                                        (Jun 00)
   ------------ ---------------------         ------------ ---------------------
   252.204-7003 Control of Government         252.227-7016 Rights  in Bid or
                Work Product (Apr 92)                      Proposal  Information
   ------------ ---------------------                      (Jun 95)
   252.205-7000 Provision   of                ------------ ---------------------
                Information   to              252.227.7025 Limitations on the
                Cooperative Agreement                      Use or Disclosure of
                Holders (Dec 91)                           Government-Furnished
   ------------ ---------------------                      Information Marked
   252.209-7000 Acquisition  from                          with Restrictive
                Subcontractors                             legends (Jun 95)
                Subject  to  On-Site          ------------ ---------------------
                Inspection under the          252.227-7037 Validation  of
                Intermediate  Range                        Restrictive  Markings
                Nuclear Forces Treaty                      on Technical Data
                (Nov 95)                                   (Sep 95)
   ------------ ---------------------         ------------ ---------------------
   252.209-7004 Subcontracting  with          252-231-7000 Supplemental Cost
                Firms That are Owned                       Principles (Dec 91)
                or Controlled by the          ------------ ---------------------
   ------------ ---------------------

                                     10.b-36
<PAGE>
                                                  Subcontract No. 508-04-167

   ------------ ---------------------         ------------ ---------------------
   252.242-7004 Material  Management          252.245-7001 Reports on Government
                and  Accounting                           Property  (May 94)
                System (Dec 00)               ------------ ---------------------
   ------------ ---------------------         252.247-7023 Transportation   of
   252.243-7001 Pricing  of  Contract                      Supplies  by  Sea
                Modifications (Dec                         (May 00)
                91)                           ------------ ---------------------
   ------------ ---------------------         252.247-7024 Notification  of
   252.243-7002 Requests  for                              Transportation   of
                Equitable Adjustment                       Supplies By Sea (Mar
                (Mar 98)                                   00)
   ------------ ---------------------         ------------ ---------------------










































                                     10.b-37
<PAGE>
                                                    Subcontract No. 508-04-167



 SECTION J LIST OF ATTACHMENTS

 Attachment 1 - Standard Form 1413, "Statement and Acknowledgement"

 Attachment 2 - "Wage Determination No: 94-2017 (rev) 27 Area: AK, Statewide"

 Attachment 3 - Not Used

 Attachment 4 - "General Decision Number AK0200063 State: Alaska Construction
                Type: Highway, County: Valdez-Cordova"

 Attachment 5 - "General Decision Number AK020001 State: Alaska Construction
                Type: Building Heavy, County: Valdez-Cordova"









































                                     10.b-38
<PAGE>

                                                    Subcontract No. 508-04-167

SECTION K    REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS


NAME OF OFFEROR (Firm or Organization)       ANTENNA PRODUCTS CORPORATION
                                      -----------------------------------------
OFFEROR DUNS  NUMBER                         11-876-9926
                    -----------------------------------------------------------

Proposal Title                               HAARP INSTALLATION
              -----------------------------------------------------------------

Proposal Number and/or Date
                           ----------------------------------------------------

1.   FAR 52.203-11  CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE
     CERTAIN FEDERAL TRANSACTIONS
     (APR   1991)(Deviation D.L. 90-07)

(a) The definitions and prohibitions  contained in the clause, at FAR 52.203-12,
Limitation of Payments to Influence  Certain Federal  Transactions,  included in
this solicitation, are hereby incorporated by reference in paragraph (b) of this
certification.

(b) The offeror,  by signing its offer,  hereby  certifies to the best of his or
her knowledge and belief that on or after December 23, 1989--
         (1) No Federal appropriated funds have been paid or will be paid to any
person for  influencing or attempting to influence an officer or employee of any
agency,  a Member of  Congress,  an  officer or  employee  of  Congress,  or any
employee  of a Member of Congress  on his or her behalf in  connection  with the
awarding of any Federal contract, the making of any Federal grant, the making of
any Federal  loan,  the  entering  into of any  cooperative  agreement,  and the
extension,  continuation,  renewal,  amendment  or  modification  of any Federal
contract, grant, loan, or cooperative agreement;
         (2) If any funds  other  than  Federal  appropriated  funds  (including
profit or fee received under a covered Federal  transaction)  have been paid, or
will be paid,  to any person for  influencing  or  attempting  to  influence  an
officer or employee of any agency,  a Member of Congress an officer or employee,
of  Congress,  or an  employee  of a Member of  Congress on his or her behalf in
connection with this solicitation,  the offeror shall complete and submit,  with
its offer,  OMB standard  form LLL,  Disclosure of Lobbying  Activities,  to the
Contracting Officer; and
         (3) He or she will  include the language of this  certification  in all
subcontract  awards at ant tier and require that all  recipients of  subcontract
awards in excess of $100,000 shall certify and disclose accordingly.

(c) Submission of this certification and disclosure is a prerequisite for making
or entering into this contract  imposed by section 1352, title 31, United States
Code. Any person who makes an expenditure prohibited under this provision or who
fails to file or amend  the  disclosure  form to be  filed  or  amended  by this
provision, shall be subject to a civil penalty of not less that $10,000, and not
more than $100,000, for each such failure.



                                     10.b-39
<PAGE>
                                                    Subcontract No. 508-04-167

2.    FAR 52.204-3      TAXPAYER INDENTIFICATION (OCT 1998)

(a)   Definitions.
Common parent, as used in this provision,  means that corporate entity that owns
or controls an affiliated  group of  corporations  that files its Federal income
tax returns on a consolidated basis, and of which the offeror is a member.

Taxpayer  Identification  Number  (TIN),  as used in this  provision,  means the
number required by the Internal  Revenue Service (IRS) to be used by the offeror
in  reporting  income  tax and  other  returns.  The TIN may be  either a Social
Security Number or an Employer Identification Number.

(b)  All offerors must submit the information required in paragraphs (d) through
(f) of this provision to comply with debt  collection  requirements of 31 U.S.C.
7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M,
and  implementing  regulations  issued by the IRS. If the resulting  contract is
subject to the payment reporting  requirements  described in Federal Acquisition
Regulations  (FAR)  4.904,  the failure or refusal by the offeror to furnish the
information may result in a 31 percent reduction of payments otherwise due under
the contract.

(c)  The TIN  may be  used  by the  Government  to  collect  and  report  on any
delinquent amounts arising out of the offeror's relationship with the Government
(31 U.S.C  7701(c)(3)).  If the  resulting  contract  is subject to the  payment
reporting  requirements  described  in FAR  4.904,  the TIN  provided  hereunder
may be  matched  with IRS  records  to  verify  the  accuracy  of the  offeror's
TIN.

(d)  Taxpayer Identification Number (TIN)

 X   TIN:     75-1964534
----    -----------------------
___  TIN has been applied for.
___  TIN is not required because:
___  Offeror is a nonresident alien, foreign corporation, or foreign partnership
that does not have income  effectively  connected with the conduct of a trade or
business  in the United  States and does not have an office or place of business
or a fiscal paying agent in the Unites States:
___  Offeror is an agency or instrumentality of a foreign government;
___  Offeror is an agency or instrumentality of the Federal Government.

(e)  Type of organization.
___  Sole proprietorship;
___  Partnership;
 X   Corporate entity (not tax-exempt)
---
___  Government entity (Federal, State, or Local):
___  Foreign government
___  International organization per 26 CFR 1.6049-4;
___  Other_________________________________________

(f)  Common parent.
___  Offeror  is  not  owned or  controlled  by a common  parent  as  defined in
paragraph (a) of this provision.


                                     10.b-40
<PAGE>
                                                    Subcontract No. 508-04-167

X    Name and TIN of common parent:
---
Name       PHAZAR CORP
     ---------------------------------
TIN        75-1907070
     ---------------------------------
___  Name and TIN of common parent:

Name ______________________________________

TIN  ________________________________________

3.   FAR 52.204-5     WOMEN-OWNED BUSINESS OTHER THAN SMALL BUSINESS (MAY 1999)
(a)  Definition.
"Women-owned business concern," as used in this provision, means a concern which
is at  least  51  percent  owned  by one or more  women;  or in the  case of any
publicly owned  business,  at least 51 percent of the stock of which is owned by
one or more  women;  and whose  management  and daily  business  operations  are
controlled by one or more women.

(b)  Representation.   (Complete  only  if  the  offeror   represents  itself  a
women-owned  business concern and has not represented itself as a small business
concern   in   paragraph   (b) (1)  of  FAR 52.219-1,   Small  Business  Program
Representations,  of this solicitation)
The offeror represents that I ___ is, a women-owned business concern.

4.   FAR 52.209-5      CERTIFICATION  REGARDING  DEBARMENT, SUSPENSION, PROPOSED
DEBARMENT, AND OTHER  RESPONSIBILITY  MATTERS  (DEC 2001)  (REFLECTS FAC 2001-03
FINALIZATION OF APRIL 2001 STAY VIA FAC 97-24)

(a)  (1)  The Offeror certifies, to the best of its knowledge and belief, that -
            (i) The Offeror and/or any of its Principals--
                  (A) Are ___ are not X presently debarred,  suspended, proposed
                                     ---
for debarment,  or declared ineligible for the award of contracts by any Federal
agency;
                  (B) Have ___ have  not X ,  within a 3-year  period  preceding
                                        ----
this offer been convicted of or had a civil judgment  rendered against them for:
commission  of  fraud  or a  criminal  offense  in  connection  with  obtaining,
attempting to obtain, or performing a public (Federal, state, or local) contract
or subcontract; violation of Federal or state antitrust statutes relating to the
submission of offers; or commission of embezzlement,  theft,  forgery,  bribery,
falsification or destruction of records making false statements, tax evasion, or
receiving stolen property; and
                  (C) Are ___ are not X presently  indicted  for,  or  otherwise
                                     ---
criminally or civilly charged by a government entity with,  commission of any of
the offenses enumerated in subdivision (a)(1)(i)(B) of this provision.
            (ii) The Offeror has __ has not X , within a 3-year period preceding
                                           ----
this  offer,  had  one  or  more contracts terminated for default by any Federal
agency.
     (2)  "Principals,"  for  the purpose of this certification, means officers;

                                     10.b-41
<PAGE>
                                                    Subcontract No. 508-04-167

directors;   owners;   partners;  and,  persons  having  primary  management  or
supervisor  responsibilities  within a business entity (e.g.,  general  manager;
plant manager; head of a subsidiary,  division, or business segment, and similar
positions).
                  This certification concerns a matter within the
                  jurisdiction of an agency of the United  States
                  and  the  making  of  a false,  fictitious,  or
                  fraudulent  certification  may render the maker
                  subject  to  prosecution  under  section  1001,
                  title 18, United States Code.

(b) The  Offeror  shall  provide  immediate  written  notice to the  Contracting
Officer if, at any time prior to  contract  award,  the Offeror  learns that its
certification  was erroneous when submitted or has become erroneous by reason of
changed circumstances.

(c) A  certification  that any of the items in paragraph  (a) of this  provision
exists  will not  necessarily  result  in  withholding  of an award  under  this
solicitation. However, the certification will be considered in connection with a
determination of the Offeror's responsibility. Failure of the Offeror to furnish
a  certification  or provide  such  additional  information  as requested by the
Contracting Officer may render the Offeror non-responsible.

(d)  Nothing   contained  in  the  foregoing   shall  be  construed  to  require
establishment  of a system of  records in order to render,  in good  faith,  the
certification  required by paragraph  (a) of this  provision.  The knowledge and
information  of an  Offeror is not  required  to exceed  that which is  normally
possessed by a prudent person in the ordinary course of business dealings.

(e)  The  certification  in  paragraph  (a)  of  this  provision  is a  material
representation  of fact upon which reliance was placed when making award.  If it
is determined that the Offeror knowingly rendered an erroneous certification, in
addition to other remedies available to the Government,  the Contracting Officer
may terminate the contract resulting from this solicitation for default.

5.       FAR 52.215-6      PLACE OF PERFORMANCE (OCT 1997)

(a) The offeror or respondent, in the performance of any contract resulting from

this  solicitation,  ___ intends, X does not intend to use one or more plants or
facilities  located at a  different  address  from the address of the offeror or
respondent as indicated in this proposal or response to request for information.















                                     10.b-42
<PAGE>
                                                  Subcontract No. 508-04-167

(b) If the  offeror or  respondent  check  "intends"  in  paragraph  (a) of this
provision, it shall insert in the following spaces the required information:

----------------- -------------------- --------------------------------------
                  Place of Performance    Name and Address of Owner and
                                       Operator of the Plant or Facility if
                                         Other Than Offeror or Respondent
----------------- -------------------- --------------------------------------
Name of company
----------------- -------------------- --------------------------------------
Street Address
----------------- -------------------- --------------------------------------
City
----------------- -------------------- --------------------------------------
State
----------------- -------------------- --------------------------------------
County
----------------- -------------------- --------------------------------------
Zip Code
----------------- -------------------- --------------------------------------

6.   FAR 52.219.1    SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2001) ALTENATES
                     (I/II) (Oct 2000)

EFFECTIVE  1 OCTOMER  2000 THE NORTH  AMERICAN  INDUSTRY  CLASSIFICATION  SYSTEM
(NAICS) CODE REPLACED THE STANDARD INSUSTRIAL  CLASSIFICATION  SYSTEM (SIC). ALL
REPRESENTATIONS  AND CERTIFICATION FOR THE CONTRACT AWARDS OCCURRING ON OR AFTER
1 OCTOBER 2000 MUST PROVIDE THENAICS CODE. ENTER THE NAICS CODE IN EFFECT AT THE
TIME OF AWARD. THESE CODES ARE IN THE 1997 U.S. NAICS MANUAL ACCESSED AT:

The     Small     Business     Administration     NAICS     Website:     http://
                                                                         -------
www.sba.gov/size/Table-of-Small-Business-Size-Standards-from-final-rule.html
----------------------------------------------------------------------------

U.S. Census Bureau NAICS Website: http://www.census.gov/pub/epcd/www/naics.html.
                                  ---------------------------------------------

(a)
     (1) The North American Industry  Classification System (NAICS) code for
         this acquisition is 333415.
     (2) The small business size standard is 750 employees.
     (3) The small  business  size standard for a concern which submits an offer
in  its  own name, other than on a construction or service  contract,  but which
proposes  to  furnish  a  products  which  it did not itself manufacture, is 500
employees.

(b)  Representations.
         (1) the offeror represents as part of its offer that it   X  is,     is
         not a small business concern.                            ---     ---
         (2) (Complete  only  if  the  offeror  represented  itself  as  a small
         business   concern   in   paragraph  (b)(1) of  this  provision.)  (The
         offeror represents, for general statistical purposes, that it   is,  X
                                                                      ---    ---

                                    10.b-43
<PAGE>
                                                  Subcontract No. 508-04-167

         is not, a small disadvantaged business concern defined in 13 CFR     --
         124.1002.
         (3) Complete only if the offeror represented itself as a small business
         concern in paragraph (b)(1) of this provision.)  The offeror represents
         as part of offer that it___is, X  is  not a  women-owned small business
         concern.                      ---
         (4) (Complete  only  if  the  offeror  represented  itself  as  a small
         business concern in paragraph (b)(1) of this provision.) The  offertory
         represents as part of its offer that it___is,  X is not a veteran-owned
         small business concern.                      ----
         (5) (Complete only if the offeror represented itself as a veteran-owned
         small  business  concern  in  paragraph  (b)(4) of this provision.) The
         offeror represents as part of its offer that it  ___is,   X  is  not  a
         service-disabled veteran-owned small business concern.  ----

ALTERNATE 1 (OCT 2000)

(6) (complete only if offeror represented  itself as small  business  concern in
paragraph (b)(1) of  this  provision).  The  offeror  represents, as part of its
offer, that--

(i) It ___ is, X is not a HUB Zone small business concern listed, on the date of
              ---
this  representation,  on the List of Qualified HUB Zone Small Business Concerns
maintained  by the Small  Business  Administration,  and no  material  change in
ownership and control,  principal  office,  or HUB Zone employee  percentage has
occurred  since  it  was  certified  by the  Small  Business  Administration  in
accordance with 13 CFR Part 126; and

(ii) It ___is, X is not a joint venture that complies with the  requirements  of
              ---
13 CFR Part 126, and representation in paragraph  (b)(6)(i) of this provision is
accurate  for  the  HUB  Zone  small  business  concern  or  concerns  that  are
participating  in the joint venture.  (The offeror shall enter the name or names
of the HUB Zone small business concern or concerns that are participating in the
joint  venture:  _______________  ______________________.)  Each HUB Zone  Small
business  concern  participating  in the joint  venture  shall submit a separate
signed copy of the HUB Zone representation.

ALTERNATE II (OCT 2000)

         (7)  (Complete  if offeror  represented  itself as a  disadvantaged  in
paragraph  (b)(2) of this  provision.)  The offeror  shall check the category in
which its overship falls:

___  Black American.

___  Hispanic American

___  Native American (American Indians, Eskimos, Aleuts, or Native Hawaiians).

___ Asian-Pacific American (persons with origins from Burma, Thailand, Malaysia,
Indonesia,  Singapore, Brunei, Japan, China, Taiwan, Laos, Cambodia (Kampuchea),


                                     10.b-44
<PAGE>
                                                  Subcontract No. 508-04-167

Vietnam,  Korea,  The  Philippines,  U.S. Trust Territory of the Pacific Islands
(Republic  of Palau),  Rebublic of the  Marshall  Islands,  Federated  States of
Micronesia,  the  commonwealth of the Northern  Mariana  Islands.  Guam,  Samoa,
Macao, Hon Kong, Fiji, Tonga, Kiribati, Tuvalu, or Nauru).

___ Subcontinent Asian (Asian-Indian) American (persons with origins from India,
Pakistan, Bangladesh, Sri Lanka, Bhutan, the Maldives Islands, or Nepal).

___ Individual/concern, other than one of the preceding.

(c)  Definitions.  As used in this provision--
         (1)  "Service-disable  veteran-owned  small  business  concern" means a
              ---------------------------------------------------------
              small business concern-

         (i)  where  at  least   51   percent   of  is  owned  by  one  or  more
              service-disabled  veterans or, in the case of any  publicly  owned
              business,  at least 51  percent of the stock of is owned by one or
              more service-disabled veterans; and

         (ii) The management and daily business operations are controlled by one
              or more  service-disabled  veterans  or,  in the case of a veteran
              with  permanent  and severe  disability,  the spouse or  permanent
              caregiver of such veteran.

         (2)  Service-disable  veteran means a veteran,  as defined in 38 U.S.C.
              101(2), with a disability that is service-connected, as defined in
              38 U.S.C. 101(16).

         "Small business  concern,"  means a concern,  including its affiliates,
         --------------------------
              that is  independently  owned and  operated,  not  dominant in the
              field of operation in which it is bidding on Government contracts,
              and  qualified  as a small  business  under the criteria in 13 CFR
              Part 121 and the size standard in paragraph (a) of this provision.

         "Veteran owned small business concern" means a small business concern-
         --------------------------------------

         (1)  which is at least 51  percent  owned by one or more  veterans  (as
              defined at 38 U.S.C.  101(2) or, in the case of any publicly owned
              business, at least 51 percent of the stock is owned by one or more
              veterans; and

         (2)  the  management  and  daily  business   operations  of  which  are
              controlled by one or more veterans.

         "Women-owned small business concern," means a small business concern--
         -------------------------------------
         (1)  which is at least 51 percent owned by one or more women or, in the
              case of any publicly  owned  business,  at least 51 percent of the
              stock of which is owned by one or more women; and

         (2)  whose  management and daily business  operations are controlled by
              one or more women.
                                     10.b-45
<PAGE>
                                                   Subcontract No. 508-04-167

(d) Notice.  (1) If this solicitation is for supplies and has been set aside, in
whole  or in  part,  for  small  business  concerns,  then  the  clause  in this
solicitation  providing  notice of the set-aside  contains  restrictions  on the
source of the end items to be furnished.
             (2) Under 15 U.S.C. 645(d),  any  person who misrepresents a firm's
status as a small,  HUB Zone small,  small  disadvantaged  or women-owned  small
business  concern  in order  to  obtain  a  contract  to be  awarded  under  the
preference programs  established pursuant to section 8(a), 8(d), 9, or 15 of the
Small  Business  Act or any other  provision  of Federal  law that  specifically
references section 8(d) for a definition of program eligibility, shall--
         (i)  Be punished by imposition of fine, imprisonment, or both;
         (ii) Be subject to administrative  remedies,  including  suspension and
              debarment;  and
         (iii)Be ineligible for participation  in  programs  conducted under the
              authority of the ACT.

7.   FAR 52.219-22     SMALL DISADVANTAGED BUSINESS STATUS (OCT 1999)

(a) General.  This provision is used to assess an offeror's small  disadvantaged
business  status for the purpose of  obtaining  a benefit on this  solicitation.
Status as a small  business  and status as a small  disadvantaged  business  for
general statistical purposes is covered by the provision at FAR 52.219-1,  Small
Business Program Representation.

(b) Representations.

      (1) General. The offeror represents, as part of its offer, that is a small
business under the size standard applicable to this acquisition; and either --

___       (i) It has received certification by the Small Business Administration
as a small disadvantaged business concern consistent with 13 CFR 124, Subpart B;
and
          (A) No  material  change  in  disadvantaged  ownership and control has
occurred since its certification;
          (B) Where  the   concern  is  owned  by  one  or  more   disadvantaged
individuals,  the net worth of each  individual upon whom the  certification  is
based  does not  exceed  $750,000  after  taking  into  account  the  applicable
exclusions set forth at 13 CFR 124.104(c)(2); and
          (C) It is identified,on the date of its representation, as a certified
small  disadvantaged  business  concern in the database  maintained by the Small
Business Administration (PRO-Net); or

___       (ii)It has submitted a completed  application  to the  Small  Business
Administration or a Private  Certifier to be certified as a small  disadvantaged
business  concern in  accordance  with 13 CFR 124,  Subpart B, and a decision on
that  application  is  pending,  and that no  material  change in  disadvantaged
ownership and control has occurred since its application was submitted.

          (2) ___For Joint  Ventures.  The  offeror  represents,  as part of its
offer,  that it is a joint venture that complies with the requirements at 13 CFR
124.1002(f) and that the representation in paragraph (b)(1) of this provision is
accurate for the small  disadvantaged  business concern that is participating in
the joint venture.  (The offeror shall enter the name of the small disadvantaged
business concern that is participating in the joint venture:__________________.)

                                     10.b-46
<PAGE>
                                                   Subcontract No. 508-04-167

(c)  Penalties  and  Remedies.  Anyone who  misrepresents  any aspects of the
disadvantaged  status of a concern  for the  purposes  of securing a contract or
subcontract  shall-- (1) Be punished by imposition of a fine,  imprisonment,  or
                         both;
                     (2) Be  subject   to  administrative  remedies,   including
                         suspension and debarment; and
                     (3) Be ineligible for participation in  programs  conducted
                         under the authority of the Small Business Act.

ALTERNATE I  (OCT 1998)

(3)  Address.  The  offeror  represents  that its  address ___ is, X is not in a
region  for  which a  small  disadvantaged  business  procurement  mechanism  is
authorized  and its address has not changed since its  certification  as a small
disadvantaged   business   concern  or   submission  of  its   application   for
certification.  The list of authorized small disadvantaged  business procurement
mechanisms          and          regions          is          posted          at
http;//www.arnet.gov/References/sdbadjustments.htm.  The  offeror  shall use the
list in  effect  on the date of this  solicitation.  "Address,"  as used in this
provision,  means the  address of the  offeror  as listed on the Small  Business
Administrations register of small disadvantaged business concerns or the address
on the  completed  application  that the  concern  has  submitted  to the  Small
Business  Administration  or a Private  Certifier in accordance with 13 CFR part
124, subpart B. For joint ventures, "address" refers to the address of the small
disadvantaged business concern that is participating in the joint venture.

8.   FAR 52.222-22     PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The offeror represents that --

(a)  It X   has,     has not participated in a previous  contract or subcontract
       ----      ---
subject to the Equal  Opportunity  clause of this solicitation;

(b)  It   X   has,     has not filed all required compliance reports; and
        -----      ---
(c) Representations indicating submission of required compliance reports, signed
by proposed subcontractors, will be obtained before subcontract awards.

9.   FAR 52.222-25     AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

The offeror represents that --

(a)  It X has developed and has on file,     has not developed and does not have
       ---                                ---
on file, at each  establishment,  affirmative  action  programs  required by the
rules and regulation of the Secretary of Labor (41 CFR 60-1 and 60-2); or

(b) It X has not  previously  had contracts  subject to the written  affirmative
      ---
action  programs  requirement  of the rules and  regulations of the Secretary of
Labor.

10.  FAR 52.223-4      RECOVERED MATERIAL CERTIFICATION (OCT 1997)

                                     10.b-47
<PAGE>
                                                   Subcontract No. 508-04-167

     As  required  by  the  Resource  Conservation  and Recovery Act of 1976 (42
U.S.C. 6962  (c)(3)(A)(I)),  the offeror certifies,  by signing this offer, that
the  percentage  of  recovered  materials to be used in the  performance  of the
contract  will  be at  least  the  amount  required  by the  applicable  contact
specifications.

11.  FAR 52.223-13     CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING
                       (OCT 2000)

(a)  Submission of this certification  is a prerequisite  for making or entering
into this contract imposed by Executive Order 12969, August 8, 1995.

(b)  By signing this offer, the offeror certifies that--
             (1) As the owner or operator of facilities that will be used in the
performance  of this  contract  that are  subject to the  filing  and  reporting
requirements  described in section 313 of the  Emergency  Planning and Community
Right-to-Know  Act of 1986  (EPCRA) (42 U.S.C.  11023) and  section  6607 of the
Pollution  Prevention Act of 1990 (PPA) (42 U.S.C. 13106), the offeror will file
and continue to file for such  facilities for the life of the contract the Toxic
Chemical Release Inventory Form (Form R) as described in sections 313(a) and (g)
of EPCRA and section 6607 of PPA; or
             (2) None of its  owned  or  operated  facilities  to be used in the
performance  of this  contract  is subject  to the Form R filing  and  reporting
requirements  because  each  such  facility  is  exempt  for at least one of the
following reasons: (Check each block that is applicable.)
                   (i)  X      The facility does not  manufacture,  process,  or
                     ------
otherwise  use  any  toxic  chemicals  listed under section 313(c) of EPCRA, 42
U.S.C. 11023(c);
                   (ii) ____   The  facility  does not have 10 or more full-time
employees as specified  in  section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)
(A);
                    ___ (iii)  The   facility   does   not  meet  the  reporting
thresholds of toxic chemicals  established  under section  313(f)  of EPCRA,  42
U.S.C. 11023(f) (including the alternate thresholds at 40 CFR  372.27,  provided
an  appropriate certification form has been filed with EPA);
                    ___ (iv)   The  facility  does  not  fall  within   Standard
Industrial  Classification  Code (SIC)  major  groups 20  through  39  or  their
corresponding North American Industry Classification  System (NAICS)  sectors 31
through 33; or
                    ___ (v) The  facility is not located within any State of the
United States, the District of Columbia, the Commonwealth of Puerto Rico,  Guam,
American Samoa,  the United States Virgin Island, the Northern Mariana  Islands,
or  any  other  territory  or  possession  over  which  the  United  States  has
jurisdiction.

12.  FAR 52.226-2      HISTORICALLY BLACK COLLEGE OR UNIVERSITY AND MINORITY
                       INSTITUTION REPRESENTATION (MAY 2001)

(a)  Definitions.  As used in this provision

Historically Black College or University means an institution  determined by the
Secretary  of  Education  to  meet  the  requirements  of 34 CFR  608.2  for the


                                     10.b-48
<PAGE>
                                                   Subcontract No. 508-04-167

Department of Defense,  the National Aeronautics and Space  Administration,  and
Coast Guard, the term also includes any nonprofit research  institution that was
an integral part of such a college or university before November 14, 1986.

Minority  Institution  means an  institution  of higher  education  meeting  the
requirements of Section  1046(3) of the Higher  Education Act of 1965 (20 U.S.C.
1067k,  including a Hispanic-serving  institution of higher education as defined
in Section 316(b)(1) of the Act (20 U.S.C. 1101a)).

(b)  Representation.

The offeror represents that it--
     ___ is   X   is not a Historically Black College or University;
            -----
     ___ is   X   is not a Minority Institution.
            -----

13.  FAR 52.227-6      ROYALTY INFORMATION (APR 1984)

(a) Cost or  charges  for  royalties.  When the  response  to this  solicitation
contains  costs or charges for royalties  totaling more than $250, the following
information  shall be included in the response relating to each separate item of
royalty or license fee:
             (1) Name and address of licensor
             (2) Date of license agreement.
             (3) Patent numbers,  patent  application  serial numbers,  or other
                 basis on which the royalty is  payable. (4) Brief  description,
                 including any part or model numbers  of each  contract  item or
                 component on which the royalty is payable.
             (5) Percentage or dollar rate of royalty per unit.
             (6) Unit Price of contract item.
             (7) Number of units.
             (8) Total dollar amount of royalties.

(b) Copies of current  licenses.  In addition if  specifically  requested by the
Contracting Officer before execution of the contract,  the offeror shall furnish
a copy of the current  license  agreement  and an  identification  of applicable
claims of specific patents.

14.  FAR 52.227-7      PATENTS - NOTICE OF GOVERNMENT LICENSEE (APR 1984)

The  Government  is  obligated  to pay a  royalty  applicable  to  the  proposed
acquisition because of a license agreement between the Government and the patent
owner.  The patent number is  _______________(Contracting  Officer fill in), and
royalty rate is ____________(Contracting Officer fill in). If the offeror is the
owner of, or a licensee under, the patent, indicate below:

     ___   Owner
     ___   Licensee


Name and Address of Cognizant ACO or Federal Official Where Filed:
------------------------------------------------------------------


                                     10.b-49
<PAGE>
                                                   Subcontract No. 508-04-167

The offeror  further  certifies that the practices  used in estimating  costs in
pricing  this  proposal  are  consistent  with  the  cost  accounting  practices
disclosed in the applicable Disclosure Statement.

         X (3) Certificate of Monetary  Exemption.  The offeror hereby certifies
        ---
that the offeror,  together with all  divisions,  subsidiaries,  and  affiliates
under common control,  did not receive net awards of negotiated  prime contracts
and  subcontracts  subject  to CAS  totaling  $50  million  or more in the  cost
accounting  period  immediately  preceding the period in which this proposal was
submitted.  The offeror further  certifies that if such status changes before an
award  resulting  from this  proposal,  the offeror will advise the  Contracting
Officer immediately.

           (4) Certificate of Interim Exemption.   The  offeror hereby certifies
        ---
that (i) the offeror first exceeded the monetary  exemption for  disclosure,  as
defined in (3) of this  subsection,  in the cost accounting  period  immediately
preceding the period in which this offer was submitted and (ii) in accordance 48
CFR  9903.202.-1,  the  offeror  is not yet  required  to  submit  a  Disclosure
Statement.  The offeror  further  certifies that if an award resulting from this
proposal  has not been made  within 90 days  after the end of that  period,  the
offeror  will  immediately  submit  a  revised  certificate  to the  Contracting
Officer,  in the form specified under subparagraph (c)(1) or (c)(2) of Part I of
this provision,  as appropriate,  to verify submission of a completed Disclosure
Statement.

        Caution:  Offerors  currently  required  to disclose  because  they were
awarded a CAS-covered  prime  contract or  subcontract of $50 million or more in
the current cost  accounting  period may not claim this exemption (4).  Further,
the  exemption  applies  only in  connection  with  proposals  submitted  before
expiration of the 90-day period  following the cost  accounting  period in which
the monetary exemption was exceeded.

             II.  Cost Accounting Standards - Eligibility for  Modified Contract
                  Coverage

If  the  offeror  is  eligible  to  use  the  modified   provisions  of  48  CFR
9903.201-2(b)  and elects to do so, the offeror  shall  indicate by checking the
box below.  Checking  the box below  shall mean that the  resultant  contract is
subject to the Disclosure and Consistency of Cost Accounting Practices clause in
lieu of the Cost Accounting Standards clause.

        X  The  offeror  hereby  claims an  exemption  from the Cost  Accounting
       ---
Standards clause under the provisions of 48 CFR 9903.201-2(b) and certifies that
the  offeror is  eligible  for use of the  Disclosure  and  Consistency  of Cost
Accounting   Practices   clause  because  during  the  cost  accounting   period
immediately  preceding  the period in which this  proposal  was  submitted,  the
offeror received less than $50 million in awards of CAS-covered  prime contracts
and  subcontracts,  or the offeror did not  receive a single  CAS-covered  award
exceeding $1 million.  The offeror further certifies that if such status changes
before an award  resulting  from this  proposal,  the  offeror  will  advise the
Contracting Officer immediately.

                                     10.b-50

<PAGE>
                                                   Subcontract No. 508-04-167

        Caution:  An offeror  may not claim the above  eligibility  for modified
contract  coverage  if this  proposal  is  expected  to result in the award of a
CAS-covered  contract  of $50  million or more or if,  during its  current  cost
accounting  period,  the offeror has been  awarded a single CAS-  covered  prime
contract or subcontract of $50 million or more.

III.  Additional Cost Accounting Standards Applicable to Existing Contracts

The offeror shall  indicate  below whether  award of the  contemplated  contract
would, in accordance with subparagraph  (a)(3) of the Cost Accounting  Standards
clause,  require a change in established  cost  accounting  practices  affecting
existing contracts and subcontracts.

                     YES      X  NO
                -----       -----

ALTERNATE I (APR 1996)


If an  offeror  does not  indicate  that it is the  owner or a  licensee  of the
patent,  its offer will be  evaluated  by adding  thereto an amount equal to the
royalty.

15.  FAR 52.230-1      COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION
                       (JUN 2000)

         Note:  This notice does not apply to small businesses
         or foreign governments. This notice is in three parts,
         identified by Roman numerals I through III.

Offerors shall examine each part and provide the requested  information in order
to determine Cost  Accounting  Standards  (CAS)  requirements  applicable to any
resultant Contract.

If the offeror is an educational institution,  Part II does not apply unless the
contemplated  contract will be subject to full or modified CAS coverage pursuant
to 48 CFR 9903.201-1(c)(5) or 9903.201-2 (c)(6), respectively.

I.  Disclosure Statement -- Cost Accounting Practices and Certification

(a) Any contract in excess of $500,000  resulting from this solicitation will be
subject  to the  requirements  of the Cost  Accounting  Standards  Board (48 CFR
Chapter 99),  except for those contracts which are exempt as specified in 48 CFR
9903.201-1.

(b) Any offeror  submitting  a proposal  which,  if  accepted,  will result in a
contract  subject to the  requirements of 48 CFR Chapter 99 must, as a condition
of  contracting,  submit a Disclosure  Statement as required by 48 CFR 9903.202.
When  required,  the  Disclosure  Statement  must be  submitted as a part of the
offeror's  proposal  under this  solicitation  unless the  offeror  has  already
submitted a Disclosure  Statement  disclosing  the practices  used in connection
with the pricing of this  proposal.  If an applicable  Disclosure  Statement has
already been  submitted,  the offeror may satisfy the requirement for submission
by  providing  the  information  requested  in  paragraph  (c) of Part I of this
provision.

                                     10.b-51
<PAGE>
                                                    Subcontract No. 508-04-167

         Caution:  In the  absence  of  specific  regulations  or  agreement,  a
         practice disclosed in a Disclosure Statement  shall  not,  by virtue of
         such disclosure,  be deemed to  be a  proper,  approved,  or  agreed-to
         practice  for  pricing proposals or accumulating and reporting contract
         performance cost data.

(c)  Check the appropriate box below:

         ___ (1)  Certificate of Concurrent Submission of Disclosure  Statement.
The  offeror  hereby  certifies  that,  as  a  part  of the offer, copies of the
Disclosure Statement have been submitted as follows:

                  (i)  Original  and one  copy to the  cognizant  Administrative
Contracting Officer (ACO) or cognizant Federal agency official authorized to act
in that capacity (Federal official), as applicable; and
                  (ii) One copy to the cognizant  Federal  auditor.  (Disclosure
         must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be
         obtained  from the cognizant  ACO or Federal  official  and/or from the
         loose-leaf version of the Federal Acquisition Regulation.)

Date of Disclosure Statement:____________________________________________
Name and Address of Cognizant ACO or Federal Official Where Filed:
--------------------------------------------------------------------

The offeror  further  certifies that the practices  used in estimating  costs in
pricing  this  proposal  are  consistent  with  the  cost  accounting  practices
disclosed in the Disclosure Statement.

         ___ (2)  Certificate  of Previously   Submitted  Disclosure  Statement.
The offeror hereby certifies  that  the  required Disclosure Statement was filed
as follows:

Date of Disclosure Statement:____________________________________________

         ___ (5)  Certificate  of Disclosure  Statement Due Date by  Educational
Institution.  If the  offeror  is an  educational  institution  that,  under the

transition provisions of 48 CFR 9903.202-1 (f), is or will be required to submit
a Disclosure Statement after receipt of this award, the offeror hereby certifies
that (check one and complete):
                  ___  (i)  A   Disclosure   Statement   Filing   Due   Date  of
_____________________________has  been  established  with the cognizant  Federal
agency.
                  ___ (ii) The Disclosure Statement will be submitted within the
6-month  period  ending________months  after receipt of this  award.

Date of Disclosure Statement:________________________________________
Name and Address of Cognizant ACO or Federal Official:
----------------------------------------------------------------

Where Disclosure Statement is Filed:
----------------------------------------------------------------

16.  DFARS 252.204-7004 Required Central Contractor Registration (NOV 2001)


                                     10.b-52

<PAGE>
                                                    Subcontract No. 508-04-167

(a)  Definitions.  As used in this clause-

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

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

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

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

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

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

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

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

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

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

CAGE CODE:           06032
            ----------------------
                                    10.b-53
<PAGE>
                                                   Subcontract No. 508-04-167

17.  DFARS 252.209-7001    DISCLOSURE OF OWNERSHIP OR CONTROL BY THE
                           GOVERNMENT OF A TERRORIST COUNTRY (MAR 1998)

(a)  Definitions.  As used in this provision-
       (1) "Government  of  a  terrorist  county"  includes  the  state and  the
government of a terrorist country, as well as any political subdivision, agency,
or instrumentality thereof.
       (2) "Terrorist  country"  means a country  determined by the Secretary of
State,  under section  6(j)(1)(A) of the Export Administration  Act of 1979 (50
U.S.C.  App.  2405  (j)(I)(A)),  to  be  a  country  the government of which has
repeatedly provided support for acts of international terrorism.  As of the date
of this provision, terrorist  countries include:  Cuba, Iran, Iraq, Libya, North
Korea, Sudan and Syria.
       (3) "Significant interest" means-
           (i)   Ownership of or beneficial interest in 5 percent or more of the
firm's  or  subsidiary's  securities.  Beneficial  interest  includes holding  5
percent or more of the firm's or subsidiary's  securities.  Beneficial  interest
includes  holding 5 percent  or more of any class of the  firm's  securities  in
"nominee  shares,"  "street  names," or some other method of holding  securities
that does not disclose the beneficial owner;
           (ii)  Holding a  management  position in the firm, such as a director
or officer;
           (iii) Ability to control or influence the election,  appointment,  or
tenure of directors or officers in the firm;
           (iv)  Ownership of 10 percent or more of the assets of a firm such as
equipment, buildings, real estate, or other tangible assets of the firm; or
           (v)   Holding 50 percent or more of the indebtedness of a firm.

(b)  Prohibition on award. In accordance with 10 U.S.C. 2327, no contract may be
awarded to a firm or a  subsidiary  of a firm if the  government  of a terrorist
country has a significant  interest in the firm or subsidiary or, in the case of
a subsidiary,  the firm that owns the subsidiary,  unless a waiver is granted by
the Secretary Defense.

(c)  Disclosure.  If the  government  of a terrorist  country has a  significant
interest in the  Offeror or a  subsidiary  of the  Offeror,  the  Offeror  shall
disclose  such  interest  in an  attachment  to its offer.  If the  Offeror is a
subsidiary,  it shall also disclose any significant interest the government of a
terrorist  country has in any firm that owns or  controls  the  subsidiary.  The
disclosure shall include-
             (1) Identification  of   each   government  holding  a  significant
                 interest; and
             (2) A  description  of  the  significant  interest  held  by   each
                 government.

18.  DFARS 252.209-7002    DISCLOSURE OF OWNERSHIP OR CONTROL BY A
                           FOREIGN GOVERNMENT (SEP 1994)

(a)  Definitions.
     ------------

As used in this provision -



                                    10.b-54
<PAGE>
                                                   Subcontract No. 508-04-167

     (1) "Effectively  owned  or  controlled" means that a foreign government or
any entity controlled by a foreign government has the power,  either directly or
indirectly,   whether   exercised   or   exercisable,  to control the  election,
appointment,  or tenure of the Offeror's officers or a majority of the Offeror's
board of directors by any means, e.g., ownership,  contract, or operation of law
(or equivalent power for unincorporated organizations).

     (2) "Entity controlled by a foreign government"--
         (i)  Means--
              (A) Any domestic or foreign  organization or  corporation  that is
effectively owned or controlled by a foreign government; or
              (B) Any individual acting on behalf of a foreign government.
         (ii) Does not include an organization or corporation that is owned, but
is not controlled, either directly or indirectly, by a foreign government if the
ownership  of  that  organization  or corporation by that foreign government was
effective before October 23, 1992.
     (3) "Foreign  Government"  includes  the  state  and  the government of any
country (other than the United States and its possessions and trust territories)
as well as any political subdivision, agency, or instrumentality thereof.
     (4) "Proscribed information" means--
         (i)  Top Secret Information;
         (ii) Communications Security(COMSEC)information, except classified keys
used to operate secure telephone units (STU llls);
         (iii)Restricted  Data as defined in the U.S. Atomic Energy Act of 1954,
as amended;
         (iv) Special Access Program (SAP) information; or
         (v)  Sensitive Compartmented Information (SCI)

(b)  Prohibition on award. No contract under a national security  program may be
awarded to an entity controlled by a foreign  government if that entity requires
access to proscribed  information to perform the contract,  unless the Secretary
of Defense or a designee has waived application of 10 U.S.C. 2536(a).

(c)  Disclosure.  The  Offeror  shall disclose any interest a foreign government
has  in  the  Offeror  when  that  interest  constitutes  control  by  a foreign
government as defined in this provision.  If the  Offeror  is a  subsidiary,  it
shall  also disclose any  reportable  interest a foreign  government  has in any
entity that  owns  or  controls the subsidiary,  including  reportable  interest
concerning  the  Offeror's  immediate  parent,  intermediate  parents, and   the
ultimate parent. Use separate  paper  as needed,  and provide the information in
the following format:

Offeror's Point of Contact for Questions about Disclosure (Name and Phone Number
with Country code, City Code and Area Code, as applicable)

Name and Address of Offeror

Name and Address of Entity controlled by a Foreign Government

Description  of  Interest,  Controlled  by  a  Foreign Ownership percentage, and
Government Identification of Foreign Government




                                    10.b-55
<PAGE>
                                                   Subcontract No. 508-04-167

19.  DFARS 252.225-7031    SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992)

(a)  Definitions.
     ------------

As used in this clause-
"Foreign  person"  means any person other than a United States person as defined
-----------------
in Section 16(2) of the Export  Administration  Act of 1979 (50 U.S.C.  App. Sec
2415).  "United  States  person"  is  defined  in  Section  16(2) of the  Export
        ------------------------
Administration  Act of 1979 and means any United  States  resident  or  national
(other than an  individual  resident  outside the United  States and employed by
other  than a  United  States  person),  any  domestic  concern  (including  any
permanent  domestic  establishment  of any  foreign  concern),  and any  foreign
subsidiary or affiliate  (including any permanent foreign  establishment) of any
domestic  concern  which is  controlled  in fact by such  domestic  concern,  as
determined under regulation of the President.

(b)  Certification
     -------------
By submitting this offer,  the Offeror,  if a foreign person, company or entity,
certifies that it

     (1) Does not comply with the secondary Arab boycott of Israel: and
     (2) Is not taking or knowingly agreeing to take any action, with respect to
the secondary boycott of Israel by Arab countries, which 50 U.S.C. App. Sec 2407
(a) prohibits a United States person from taking.

20.  DEFARS 252.227-7028   TECHNICAL DATA OR COMPUTER SOFTWARE
                           PREVIOUSLY DELIVERED TO THE GOVERNMENT (JUN 1995)

         The  offeror  shall  attach  to  its  offer  an  identification  of all
documents or other media  incorporating  technical data or computer  software it
intends to deliver under this contract with other than unlimited rights that are
identical or substantially  similar to documents or other media that the Offeror
has produced  for,  delivered  to, or is obligated to deliver to the  Government
under any contract or subcontract. The attachment shall identify:

     (a) The contract number under which the data or software were produced;

     (b) The  contract  number  under  which,  and  the  name and address of the
organization to whom, the data or software were most recently  delivered or will
be delivered; and

     (c) Any limitations of the Government's  rights to use or disclose the data
or software, including, when applicable, identification of the earliest date the
limitations expire.







                                    10.b-56
<PAGE>
                                                   Subcontract No. 508-04-167

21.  DFARS 252.247-7022    REPRESENTATION OF EXTENT OF
                           TRANSPORTATION BY SEA (AUG 1992)

     (a) The  Offeror  shall  indicate  by  checking  the  appropriate  blank in
paragraph (b) of this  provision  whether  transportation  of supplies by sea is
anticipated under the resultant contract.  The term "supplies" is defined in the
Transportation   of  Supplies  by  Sea  clause  (DFARS   252.247-7023)  of  this
solicitation.

     (b) Representation.

         The Offeror represents that it--
         ___ Does  anticipate  that supplies will be  transported  by sea in the
performance of any contract or subcontract resulting from this solicitation.

         X Does not  anticipate  that supplies will be transported by sea in the
       ----
performance of any contract or subcontract resulting from this solicitation.

     (c) Any  contract  resulting  from  this  solicitation  will  include   the
Transportation of Supplies by Sea clause. If the Offeror represents that it will
not use ocean  transportation,  the  resulting  contract  will also  include the
Defense FAR Supplement clause at 252.247-7024, Notification of Transportation of
Supplies by Sea.

22.  Standard Form-LLL, "disclosure of Lobbying Activities"

     If  applicable  in  accordance  with  subparagraph  (b)(2) of  provision 1.
Certification  and Disclosure  Regarding  Payments to Influence  Certain Federal
Transactions (FAR 52.203-11), Standard Form-LLL has been completed in accordance
with its instructions and is returned herewith.

SIGNATURE

     By signature hereto, or to an offer incorporating these representations and
Certification,  the  offeror  certifies  that  they are accurate,  current,  and
complete and that he is aware of the penalty  prescribed  in 18 U.S.C.  1001 for
making false statement in offers.

    4/23/04                ANTENNA PRODUCTS CORPORATION
---------------            ---------------------------------
Date                       Name of Contractor

                           /s/ Ron Chandler
                           ---------------------------------
                           Authorized Signature

                           RON CHANDLER
                           ---------------------------------
                           Typed or Printed Name

                           VP CONTRACTS
                           ------------
                           Title

                                    10.b-57