SALES CONTRACT


                                     BETWEEN


                    SCIENCE APPLICATIONS INTERNATIONAL CORP.

                                       AND

                       SPACE TECHNOLOGY DEVELOPMENT CORP.












                             CONTRACT NUMBER: STDC-98-NEMO-004
                                 Dated:30 March 1998

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                                TABLE OF CONTENTS
                                                                          Page
1.    RECITALS...............................................................1
2.    ABBREVIATIONS AND DEFINITIONS..........................................1
3.    SCOPE; ITEMS TO BE SUPPLIED; DELIVERABLES..............................2
4.    TYPE OF CONTRACT.......................................................3
5.    EFFECTIVE DATE.........................................................3
6.    SHIPPING AND DELIVERY..................................................3
7.    TITLE AND RISK OF LOSS.................................................4
8.    FORCE MAJEURE..........................................................5
9.    PAYMENT................................................................5
10.   ADMINISTRATION, ACCOUNTING PROCEDURES, AND FISCAL MANAGEMENT...........7
11.   QUALITY, INSPECTION, TESTING AND ACCEPTANCE............................7
12.   CONFORMITY TO THE SPECIFICATIONS.......................................8
13.   RIGHTS IN DATA.........................................................8
14.   PATENTS...............................................................13
15.   FOREIGN ACCESS TO TECHNOLOGY..........................................14
16.   DISCLAIMER OF IMPLIED WARRANTIES......................................17
17.   LIABILITY.............................................................17
18.   USE OF TECHNICAL FACILITIES...........................................18
19.      SECURITY...........................................................19
20.   RESOLUTION OF DISPUTES AND CHOICE OF LAW..............................19
21.      SEVERABILITY.......................................................20
22.   NOTICES...............................................................20
23.   LIMITATION OF LIABILITY...............................................21
24.   ASSIGNMENT............................................................21
25.   DISCLOSURE AND PROTECTION OF INFORMATION..............................21
26.   CHANGES...............................................................22
27.   TERMINATION FOR CAUSE.................................................22
28.   TERMINATION FOR CONVENIENCE...........................................23
29.   SALES TAXES...........................................................23
30.   INVENTION REPORTS.....................................................23
31.   BENEFITS REPORTS......................................................24
32.   MODIFICATIONS.........................................................24
33.   WAIVER................................................................24
34.   COST SHARE............................................................24
35.   INCORPORATION BY REFERENCE............................................24
36.   ENTIRE AGREEMENT AND ORDER OF PRECEDENCE..............................25

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    Sales Contract for the Design, Fabrication, Test and Delivery of a Short
           Wave Infrared Sensor for the Navy EarthMap Observer Program

THIS SALES  CONTRACT FOR THE DESIGN,  FABRICATION,  TEST AND DELIVERY OF A SHORT
WAVE INFRARED  SENSOR  (hereinafter  referred to as the  "Contract") is made and
entered  into this  30th day of March,  1998,  (hereinafter
referred to as the "Effective Date") by and between Space Technology Development
Corporation,  (hereinafter  referred to as "STDC" or the "Buyer") a Virginia
Corporation,  having its offices at 2111 Wilson Boulevard,  Suite 700 Arlington,
Virginia 22201, and Science Applications International Corporation, (hereinafter
referred to as "SAIC" or "Seller") a Delaware Corporation, having its offices at
16701 West Bernardo Drive, San Diego, California.

1.       RECITALS

This agreement is made with reference to the following facts and objectives:

WHEREAS,  Buyer has a requirement for the design,  development and delivery of a
short  wave  infrared  sensor to be used on the Navy  EarthMap  Observer  Sensor
Imaging Payload;

WHEREAS,  Buyer and Seller have  determined  that they will mutually  benefit by
entering into this Sales Contract for a sensor imaging payload;

NOW THEREFORE,  In consideration of the covenants and mutual promises  contained
herein, the parties agree as follows:

2.       ABBREVIATIONS AND DEFINITIONS

2.1      Effective Date - The last signature date of this Contract.

2.2      AT - Acceptance Test

2.3      SIP - Sensor Imaging Payload

2.4      SWIR Sensor - Short Wave Infrared Sensor (including SWIR array
         and dewar)

2.5      DAC - Days after Contract effective Date

2.6      MAC - Months after Contract effective Date

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2.7      Other Transaction - The Agreement between ONR and Buyer to procure the
         Navy EarthMap Observer dated December 11, 1997.

2.8      Invention - Means any invention or discovery which is or may be
         patentable or otherwise protected under Title 35 of the United States
         Code.

2.9      Subject Invention - Means any invention of the Seller conceived or
         first actually reduced to practice in the performance of work under
         this Contract.

2.10     Made - When used in relation to any invention means the conception or
         first actual reduction to practice of such invention.

3.       SCOPE; ITEMS TO BE SUPPLIED; DELIVERABLES

         Contract Line Item (CLIN) 1 shall be authorized at the time of contract
         award.  CLIN 2 is an  undefinitized  option that may be exercised  upon
         mutual agreement by both parties.

3.1      Contract Line Item 1 (CLIN 1)

         The Seller shall use its best efforts to design, fabricate and test one
         Engineering  Model SWIR Sensor  which will be retained at the  Seller's
         facility  until the  completion  of this  Contract.  The  Seller  shall
         design, fabricate, test and deliver two Protoflight Model SWIR Sensors.
         The Engineering and Protoflight Model SWIR Sensor shall be designed and
         fabricated in accordance with  Attachment A, "SWIR Sensor  Statement of
         Work"   and  with   Attachment   B,   "Navy   EarthMap   Observer   SIP
         Specification".

3.1.1    Seller shall conduct a Preliminary Design Review and Critical Design
         Review for the Buyer.

3.1.2    Seller  shall  perform  an  Acceptance  Test  of  the  Engineering  and
         Protoflight  Model  SWIR  Sensors as  stipulated  in  paragraph  3.6 of
         Attachment A, "SWIR Sensor Statement of Work".

3.1.3    Upon  successful  completion of the Acceptance  Test of the Engineering
         Model SWIR Sensor, the sensor will be delivered in place and it will be
         made available for Seller to integrate into the  Engineering  Model SIP
         that Seller is fabricating  for Buyer under a separate  contract.  Upon
         successful  completion of the  Acceptance  Test of the two  Protoflight
         Model SWIR  Sensors,  the Seller  shall  deliver them in place and they
         will be made  available for Seller to integrate one  Protoflight  Model
         SWIR Sensor into the  Protoflight  SIP being  fabricated  by Seller for
         Buyer under a separate contract.

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3.1.4    The Seller shall deliver the items on the Seller Data Requirements List
         (SDRL),  in accordance with paragraph 3.2 of Attachment A, "SWIR Sensor
         Statement of Work".

3.1.5    The estimated  total cost to perform the work required  under this CLIN
         is $1,558,315.  The total fixed fee to be paid to Seller to perform the
         work required under this CLIN is $125,419.

3.2      Optional Contract Line Item 2 (Optional CLIN 2) - Second SWIR
         Engineering Model Sensor Assembly

3.2.1    The Seller shall  fabricate  and test a second SWIR  Engineering  Model
         Sensor Assembly in accordance  Attachment A, "SWIR Sensor  Statement of
         Work"   and  with   Attachment   B,   "Navy   EarthMap   Observer   SIP
         Specification".  This second SWIR  Engineering  Model  Sensor  shall be
         delivered in place and made  available for Seller to integrate  into an
         optional  Engineering  Model SIP that may be  fabricated  by Seller for
         Buyer under a separate contract.

3.2.2    This is an unpriced  option.  The Buyer shall  notify the Seller of its
         intent to exercise this option in writing no later than 10 working days
         after CDR requesting a proposal for the effort. This option may only be
         exercised  by mutual  agreement  of the  parties on the work  required,
         price, schedule and other terms. This work shall be performed on a Cost
         Plus Fixed Fee basis. In no event shall the Seller be required to start
         work on this option until  negotiations  are completed and the Contract
         is modified to exercise this option.

4.       TYPE OF CONTRACT

         The work  shall be  performed  on a Cost  Plus  Fixed  Fee  basis.  The
         estimated  total cost to perform the work required  under this Contract
         is $1,558,315.  The total fixed fee to be paid to Seller to perform the
         work required under this Contract is $125,419.  The Seller shall not be
         required to incur any costs in excess of the total  estimated  cost and
         fixed fee in performance of the work required under this contract.  The
         contract  cost and  fixed fee may be  revised  from time to time at the
         mutual  agreement  of the parties as  provided  for  elsewhere  in this
         Contract.

5.       EFFECTIVE DATE

         This contract shall become  effective and binding upon the parties upon
         the last signature date of this Contract.  This effective date shall be
         used when  determining  the  completion  dates set forth in the Project
         Schedule which are expressed in terms of "Months After Contract  (MAC)"
         or "Days After Contract, (DAC)".

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6.       SHIPPING AND DELIVERY

6.1      Shipping Instructions and Delivery Terms:

6.1.1    All  hardware  items shall be  delivered in place at Seller's San Diego
         facility for integration  into the SIP being fabricated by Seller under
         a separate contract with the Buyer.

6.1.2    In the event the hardware items are not  integrated  into the SIP, they
         shall be shipped to the Buyer,  FOB  Seller's San Diego  facility.  All
         hardware shall be prepared for shipment and packaged in accordance with
         Seller's standards for air ride van.
         Shipments shall be marked as directed by Buyer.

6.1.3 All documentation  shall be delivered under cover of a transmittal  letter
and shipped to the Buyer via common carrier.

6.2      Schedule

6.2.1 The items  required under this contract  shall be  completed/performed  in
accordance with the following schedule:

         -----------------------------------------------------------------------
                             Milestone                 Completion/Shipment Date
         -------------------------------------------- --------------------------
         Preliminary Design Review                     April 23 and 24, 1998
         -------------------------------------------- --------------------------
         Critical Design Review                        No later than 5 MAC
         -------------------------------------------- --------------------------
         Completion of Engineering Model SWIR Sensor   No later than 10 MAC
         -------------------------------------------- --------------------------
         Completion of Protoflight Model SWIR Sensor   No later than 15 MAC
         -------------------------------------------- --------------------------

6.2.2    The  schedule  set forth in  paragraph  6.2.1 above  reflects  the only
         delivery/completion  dates which the Seller is obligated to meet during
         the performance of this Contract.  The Seller may  deliver/complete any
         and all items prior to the dates set forth in paragraph 6.2.1.

7.       TITLE AND RISK OF LOSS

7.1 Risk of loss of all  items  shall be  transferred  from  Seller  to Buyer as
follows:

7.1.1    In the event the hardware items are  integrated  into the Seller's SIP,
         risk of loss shall be transferred from Seller to Buyer upon delivery of
         the SIP.

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7.1.2    In the event the hardware  items are not  integrated  into the Seller's
         SIP,  risk of loss  shall be  transferred  from  Seller  to Buyer  upon
         shipment of the  hardware as specified  in  paragraph  6.1.2 above,  as
         governed by the Uniform Commercial Code.


7.2      Title to all  property  purchased by the Seller for which the Seller is
         entitled to be  reimbursed as a direct item of cost under this Contract
         shall pass to and vest in the Buyer upon 1)  issuance  of the  property
         for use in contract  performance;  2)  commencment of processing of the
         property for use in contract  performance;  or 3)  reimbursement of the
         cost of the property by the Buyer, whichever occurs first.

8.       FORCE MAJEURE

8.1      Seller  shall not be liable  for delay or  damages  if  prevented  from
         fulfilling its obligations by reason of Force Majeure causes, including
         but  not  limited  to acts of war,  (whether  declared  or  undeclared)
         insurrection,  terrorism,  or acts of  hostilities  (such as  invasion,
         bombing, etc.), lockouts,  strikes, riots, fires, earthquakes,  acts of
         God, unusually severe weather, any Government restrictions covering the
         distribution  or  transport  of  components,  parts  or  raw  materials
         necessary for the completion of the equipment  (which includes the U.S.
         Government  denial or  cancellation  of the U.S. export license for the
         System, if applicable), priority given to U.S. Government work that has
         been  designated  as national  emergency,,  mobilization  of  technical
         personnel  in general by reason of any cause beyond  Seller's  control,
         provided  that Seller gives notice to the Buyer  according to paragraph
         8.4 below.

8.2      The impact of Force Majeure on Seller's subcontractors  hereunder shall
         be considered to be Force Majeure on Seller, provided that Seller gives
         notice to the Buyer according to paragraph 8.4 below.

8.3      The Seller's  performance  shall be extended by a reasonable  period of
         time  corresponding  to the delay caused by the Force Majeure and price
         may be adjusted based on agreement of the parties.

8.4      Seller shall inform the Buyer in writing within 45 days after a fact or
         event has been recognized by Seller to have occurred.

9.       PAYMENT

9.1      The Buyer has agreed to assign all payments it receives  from ONR under
         their Other  Transaction  to a financial  institution of Buyer's choice
         pursuant to the  provisions of the Assignment of Claims Act of 1940, as
         amended.

9.2      The Buyer agrees to establish escrow instructions and an escrow account
         with Buyer's financial institution to make all payments to Seller which
         become due under this Contract. The Buyer agrees to allow its financial
         institution to release to Seller or Seller's designated  representative
         any  information  necessary to establish the escrow  account,  to track
         tranactions in the account and to determine  escrow  account  balances.
         All escrow instructions shall be agreed to by Seller and Buyer.

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9.3      In the event of any delay due to any cause  referred to under Clause 8,
         "Force Majeure",  Buyer will modify the milestone payment schedule to a
         schedule mutually agreed to by Buyer and Seller.

9.4      The escrow  instructions shall allow for payments for early deliveries,
         partial shipments,  partial payments of all items, and the presentation
         of stale dated documents.

9.5      All  bank  charges  and fees  associated  with  the  establishment  and
         management of the escrow  account  issued in accordance  with the terms
         and conditions of this Contract shall be for the account of the Seller.
         All bank charges and fees associated with the presentation of documents
         for payment as related to the escrow  account  shall be for the account
         of the Seller.

9.6      Payment  shall be sent to the  Seller's  remittance  address  specified
         herein,  unless  alternative  payment  arrangements are put in place as
         agreed to by Buyer and Seller.

         Remittance Address:     Science Applications International Corporation
                                 Bank of America, San Francisco
                                 Account No. 14520-00006
                                 ABA No. 121000358
                                 Reference:  Project Number and Invoice Number

9.7      The  Seller  may  submit  invoices  to the Buyer for  payments  as work
         progresses,  but not more often than once every month.  Invoices are to
         be  submitted  by the  10th of the  month  for  costs  incurred  in the
         previous month plus a corresponding portion of the fixed fee. The Buyer
         shall pay such  invoices  (as  determined  to be  allowable by Buyer in
         accordance  with  Subpart  31.2 of the Federal  Acquisition  Regulation
         (FAR) in  effect  on the date of this  Contract  and the  terms of this
         Contract). Payments shall be made within thirty (30) days after receipt
         of an invoice  to Seller  from the  escrow  account.  In the event that
         invoices  are not paid or there are  insufficient  funds in the  escrow
         account  to  pay  invoices,   Seller  reserves  the  right  to  suspend
         performance  under the  Contract  and the  Contract  price and schedule
         shall be  equitably  adjusted  for any  increase  in costs or  schedule
         delays.  This  paragraph  in no way  relieves  Buyer  of  the  ultimate
         responsibility  to pay Seller for all work  considered  to be allowable
         and allocable to this Contract.

<PAGE>

9.8      Costs  incurred  by the  Seller  prior  to the  Effective  Date of this
         Contract,  up to a maximum of $200,000,  will be reimbursed by Buyer to
         Seller providing that such precontract  costs are considered  allowable
         and allocable to this Contract.

10.      ADMINISTRATION, ACCOUNTING PROCEDURES, AND FISCAL MANAGEMENT

10.1     Restrictions  on Use of Funds.  Funds provided under this Contract must
         be allocated by the Seller  exclusively for the execution and operation
         of the Statement of Work.

10.2     Administration.  The Seller shall implement administration  procedures,
         accounting  procedures and financial  management  systems in accordance
         with Section 21 - Standards for Financial  Management  Systems - of OMB
         Circular A-110,  "Uniform  Administrative  Requirements  for Grants and
         Agreements with Institutions of Higher Learning  Education,  Hospitals,
         and Other Non-Profit  Organizations,  " dated 19 November 1993. For the
         purpose of this Contract, the term "allowable expenditures" refers only
         to those expenditures considered to be allowable in accordance with the
         Federal  Acquisition  Regulation Part 31, Contract Cost Principles,  as
         regards for-profit,  commercial businesses.  As appropriate,  the terms
         "contractor",  "contract", and "subcontract" in the FAR provision shall
         be read as "Recipient",  "Agreement" and  "subcontract",  respectively.
         Further,   the   allowability  of  any  expenditure   incurred  in  the
         performance  of any subaward  conducted on a  cost-reimbursement  basis
         shall be subject to those  Federal cost  principles  applicable  to the
         particular type of organization concerned.

10.3     Accounting System. The Seller shall maintain an established  accounting
         system that complies with generally accepted accounting principles, and
         with the requirements of this Contract.  Appropriate  arrangements must
         have been made for receiving,  distributing  and accounting for Federal
         funds. This paragraph shall not be construed as requiring the Seller to
         establish any other  systems  extending  beyond its current  systems to
         account for costs in  accordance  with  generally  accepted  accounting
         principles.

10.4     Lower Tier Agreements.  The Seller shall include this Article, suitably
         modified to identify the  Parties,  in all  subcontracts  or lower tier
         agreements regardless of tier.

11.      QUALITY, INSPECTION, TESTING AND ACCEPTANCE

11.1     Testing and Acceptance:

11.1.1   The  hardware  items  fabricated  under  this  Contract  shall  undergo
         acceptance  tests as set forth in the  paragraph  3.6 of  Attachment A,
         "SWIR Statement of Work" to demonstrate compliance with the appropriate
         acceptance criteria.  Upon the successful  completion of the Acceptance
         Test, the SWIR Sensors shall be considered complete and accepted.

<PAGE>

11.2     The Acceptance  Test required in Attachment A, "SWIR Statement of Work"
         shall be  conducted  by the  Seller at  Seller's  facility,  San Diego,
         California  USA.  The Buyer shall have the right to witness said tests.
         Should the Buyer notify  Seller in writing that Buyer wishes to witness
         the acceptance  test, then Seller shall advise the Buyer  approximately
         two (2) weeks in  advance  of the  planned  date on which the test will
         start and will  confirm  the test date  approximately  five (5) days in
         advance  of the test.  In the event  that the Buyer is unable to attend
         acceptance    testing,    Seller's    designated    Quality   Assurance
         Representative will witness testing on the Buyer's behalf.

11.3     The Seller shall issue a Certificate  of Compliance  similar in form to
         Attachment  C  to  this  Contract  signed  by  an  authorized   company
         representative to indicate successful completion of Acceptance Test for
         each item. Upon successful completion of Acceptance Test and signing by
         the Buyer of such  Certificate,  acceptance of the  equipment  shall be
         final and conclusive with the exception of latent  defects.  Should the
         Buyer choose not to witness Acceptance Test,  successful  completion of
         the  Acceptance  Test  shall be  presumed  final  and  conclusive  upon
         issuance of such Certificate by the Seller (unsigned by the Buyer).

12.      CONFORMITY TO THE SPECIFICATIONS

12.1     Notwithstanding   anything  contained  herein  to  the  contrary,   the
         equipment required by this Contract shall conform to the specifications
         contained in Attachments A and B.

12.2     Minor  deviations in conformance to the  specifications  (i.e. which do
         not impact the form,  fit or  functionality  of the item)  shall not be
         considered a deficiency  requiring correction by the Seller and will be
         accepted by the Buyer upon  completion  of the  acceptance  testing set
         forth in Clause 11, "Quality, Inspection, Testing and Acceptance".

13.      RIGHTS IN DATA

Rights in Technical Data (including Computer Software)

13.1     Definitions

13.1.1   "Government  purpose"  means any  activity  in which the United  States
         Government  is  a  party,   including   cooperative   agreements   with
         international  or  multi-national  defense  organizations,  or sales or
         transfers by the United  States  Government to foreign  governments  or
         non-commercial international organizations for distribution only within
         such foreign governments and organizations. Government purposes include
         competitive procurement,  but do not include the rights to use, modify,
         reproduce,  release,  perform,  display, or disclose technical data for
         commercial purposes or authorize others to do so.

<PAGE>

13.1.2   "Government purpose rights" means the rights to use, modify, reproduce,
         release,  perform,  display,  or  disclose  technical  data  within the
         Government without restriction;  and release or disclose technical data
         outside  the  Government  and  authorize  persons  to whom  release  or
         disclosure has been made to use, modify,  reproduce,  release, perform,
         display, or disclose that data solely for a Government purpose.

13.1.3   "Imagery  Data" means subject  technical  data generated as a result of
         the imaging operations of a spacecraft after it is on orbit.

13.1.4   "Non-imagery  data" means all subject technical data that is not
         imagery data.

13.1.5   "Non-subject technical data" means all technical data produced outside
         of this Agreement.

13.1.6   "Subject technical data" means all technical data first produced in the
         performance of work under this Agreement.

13.1.7   "Technical data" means recorded information,  regardless of the form or
         method of the recording, of a scientific or technical nature (including
         all forms of computer software,  programs and documentation).  The term
         does not  include  computer  software  or data  incidental  to contract
         administration,  such as financial or management information. Technical
         data is divided into subject  technical data and non-subject  technical
         data.  Subject  technical data is further divided into imagery data and
         non-imagery data.

13.1.8   "Agreement Purpose Rights" means the rights to use, modify,  reproduce,
         release,  perform,  display,  or  disclose  technical  data  within the
         Government  for the purpose of executing  this  Agreement  only; and to
         release or disclose technical data outside the Government and authorize
         persons to whom  release or  disclosure  has been made to use,  modify,
         reproduce,  release,  perform,  display,  or disclose that data for the
         Agreement purpose only,  provided that the Seller's written  permission
         to release the data outside the Government has been granted.

13.2     Government Rights in Subject Technical Data and Copyright

13.2.1   The Government shall have Government Purpose Rights in Non-Imagery
         Data.

13.2.2   Copyright  license.  The Seller grants the  Government a  nonexclusive,
         nontransferable, irrevocable, royalty-free copyright license throughout
         the world rights in copyrighted works of authorship (17 U.S.C.  Section
         106) prepared pursuant to this Agreement for Government Purposes.

<PAGE>

13.3     Government and Buyer Rights in Non-Subject Technical Data

         The  Government  and  Buyer  shall  have  Agreement  Purpose  Rights in
         Non-Subject  Technical  Data that is  furnished  under this  Agreement;
         provided that the  Government or the Buyer does not have greater rights
         in the  Non-Subject  Technical  Data as a result  of  other  contracts,
         grants, or agreements.

13.4     Seller Rights in Technical Data and Copyright

13.4.1   The  Seller may copyright  works of  authorship  prepared  under  this
         Agreement that may be copyrighted under Title 17, U.S. Code.

13.4.2   All rights  not  granted to the  Government  or the Buyer in  Technical
         Data, whether Subject Technical Data or Non-Subject Technical Data, are
         retained by Seller.

13.5     Release From Liability

         Seller agrees to release the Buyer and the  Government  from  liability
         for any release or disclosure of Technical Data made in accordance with
         Article  13.7  and to  seek  relief  solely  from  the  party  who  has
         improperly used, modified, reproduced,  released, performed, displayed,
         or disclosed Seller data marked with restrictive legends.

13.6     Lower Tier Agreements

         Whenever any technical data is to be obtained from a  subcontractor  or
         supplier  for  delivery  to the  Buyer  or the  Government  under  this
         Agreement,  Seller  shall use this same article in the  subcontract  or
         other  contractual  instrument,   and  require  its  subcontractors  or
         suppliers to do so, without alteration, except to identify the parties.

13.7     Use and Non-Disclosure Agreement

         Neither  the  Buyer  nor  the  Government  shall  release  or  disclose
         Technical  Data  outside  the  Government  or the Buyer in which it has
         Agreement  Purpose  Rights unless Seller has given  permission  and the
         intended  recipient has signed a non-disclosure  agreement with Seller,
         in the form prescribed at Attachment D of this Contract.


13.7.1   The original of the Use and Non-Disclosure Agreement is to be kept by
         the Seller.

13.7.2   A copy of the Use and  Non-Disclosure  Agreement is to be provided to
         the Buyer.

<PAGE>

13.7.3   A copy of the Use and Non-Disclosure Agreement is to be provided to the
         Government at:

         Associate Counsel (Intellectual Property)
         Attn: ONR/OOCC
         Ballston Tower One
         800 North Quincy Street
         Arlington VA 22217-5660

13.8     Markings

13.8.1   Seller may only assert  restrictions on the Government's  rights in the
         Technical  Data to be  delivered  under this  contract  by marking  the
         deliverable data or software subject to restriction.

13.8.2   Seller shall  conspicuously and legibly mark the appropriate  legend on
         all  Technical  Data  and  computer  software  that  qualify  for  such
         markings.  The legend  shall be place on the  transmittal  document  or
         storage container and, for printed  material,  each page of the printed
         material containing Technical Data for which restrictions are asserted.

13.8.3 The following legends shall be used:

13.8.3.1 (Beginning of Legend)

         AGREEMENT PURPOSE RIGHTS

         Contract Number
         Contractor Name
         Contractor Address

         The  Buyer's and the  Government's  rights to use,  modify,  reproduce,
         release,  perform,  display,  or  disclose  these  technical  data  are
         restricted  by the Data Rights  clause in the above  contract to use in
         executing  the NEMO program as defined in  N0014-98-3-0001,  Article 8.
         Any reproduction of Technical Data or portions thereof marked with this
         legend must also reproduce the markings.

         (End of Legend)

13.8.3.2 (Beginning of Legend)

<PAGE>

         GOVERNMENT PURPOSE RIGHTS

         Contract Number
         Contractor Name
         Contractor Address

         The Government's rights to use, modify,  reproduce,  release,  perform,
         display,  or disclose  these  technical data are restricted by the Data
         Rights clause in the above  contract to government  purposes as defined
         in Contract N00014-98-3-0001,  Article 8. Any reproduction of technical
         data or portions  thereof  marked with this legend must also  reproduce
         the markings.

         (End of Legend)

13.9     The Parties hereby agree that  technical  data and/or  software used in
         whole or in part  under  this  Contract  that is based on  pre-existing
         technical  data and/or  software  which has been  adapted,  modified or
         enhanced  during  performance  of this Contract shall not be subject to
         the  provisions of this Clause 15,  Foreign  Access to  Technology.  As
         such,  the parties agree that the provisions of this Clause 15, Foreign
         Access to Technology, are not applicable to the designs, technology and
         software listed below:

13.9.1   Sunpower:    M77   Cryocooler,    Counterbalancer,    and   Electronics
         Design/Patents.

13.9.2   Sarnoff: VCCD1024H CCD Sensor Design/Patents.

13.9.3   Rockwell:1024 x 1024 HgCdTe FPA with multiport readout Designs/Patents.

13.9.4   Dalsa: IL-T4-6000 Tri-TDI Sensor Designs/Patents; CL-T3-2048A-STDL and
         CL-E2-2048A Camera Designs/Patents.

13.9.5   Photometrics: CCD Camera Circuitry Designs/Patents.

13.9.6   Ruda & Associates, Inc.: Optical Design, Alignment, and Analysis Tools
         and Techniques;  Optical Component  Mechanical Mount Designs/Patents.

13.9.7   DSI:  Thin Film Deposition Design Tools and Deposition Techniques.

13.9.8   PixelVision/Specim: ImSpector Spectrometer/Prism-Grating-Prism
         Component Designs/Patents.

13.9.9   ICC:  Type II Dewar Assembly Design, Design Details, and Patents

<PAGE>

13.10    Seller shall include this provision,  suitably modified to identify the
         Parties,  in all subcontracts or lower tier  agreements,  regardless of
         tier.

14.      PATENTS

14.1     Definitions

14.1.1   "Invention"  means  any  invention  or  discovery  which  is or  may be
         patentable or otherwise  protected  under Title 35 of the United States
         Code.

14.1.2   "Subject"  invention  means any invention of SELLER  conceived or first
         actually  reduced to  practice  in the  performance  of work under this
         Contract.

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

14.2    Allocation of Principal Rights

         Seller  retains the entire right,  title,  and interest  throughout the
         world to each subject invention.  With respect to any subject invention
         in which Seller retains title, the Federal Government is hereby granted
         a  nonexclusive,  nontransferable,   irrevocable,  paid-up  license  to
         practice or have  practiced  for or on behalf of the United  States the
         subject invention  throughout the world. Seller agrees to execute or to
         have executed and promptly  deliver to Buyer a confirmatory  instrument
         necessary to establish or confirm the license rights the Government has
         throughout  the world in those  subject  inventions to which Seller has
         title.

         If Seller does not either file promptly a patent  application or intend
         to protect the subject  invention  as a trade  secret with  appropriate
         confidentiality  statements,  Seller agrees to assign the entire right,
         title, and interest  throughout the world to each subject  invention to
         the Government,  when requested by the Office of Naval Research through
         the Buyer.  If such title is  assigned to the  Government,  Seller will
         retain a nonexclusive  royalty-free license throughout the world in the
         assigned  subject  invention.  Seller's license extends to its domestic
         subsidiary and affiliates,  if any,  within the corporate  structure of
         which Seller is a party and includes the right to grant  sublicenses of
         the same scope to the extent  Seller was legally  obligated to do so at
         the time the  Contract was awarded.  The license is  transferable  only
         with the approval of the Buyer and the Office of Naval Research  except
         when transferred to the successor of that part of Seller's  business to
         which the invention pertains.

14.3     Invention Disclosure

         Seller will identify each subject invention, the inventor(s),  and this
         Contract  under which the  invention  was made to the Buyer  within two

<PAGE>

         months after the inventor discloses the subject invention in writing
         to recipient personnel responsible for patent matters.

         Seller agrees to include, within the specification of any United States
         patent  applications  and any patent issuing thereon covering a subject
         invention,  the  following  statement,  "This  invention  was made with
         Government support under STDC/ONR Agreement N00014-98-3-0001 awarded by
         the Office of Naval Research.  The Government has license rights in the
         invention."

14.4     Subcontracts

         Seller  will  include  this  Article  "PATENTS",  suitably  modified to
         identify  the parties,  in all  subcontracts  or lower tier  agreements
         (exclusive   of   teaming   agreements),   regardless   of  tier,   for
         experimental, developmental or research work. Subject to the Government
         obtaining the license  rights in a subject  invention  provided by this
         clause,  Seller  and  the  subcontractor  may  mutually  agree  to  the
         allocation of title and license  rights to the subject  invention.  The
         provisions of this article  shall not apply to agreements  with federal
         entities.

14.5     Preference for United States Industry

         Seller agrees that neither it nor any assignee will grant to any person
         the exclusive right to use or sell any subject inventions in the United
         States  unless  such  person  agrees that any  products  embodying  the
         subject  invention or produced through the use of the subject invention
         will be manufactured  substantially in the United States.  However,  in
         individual  cases,  the requirement for such an agreement may be waived
         by the Buyer and the  Office of Naval  Research  upon a showing  by the
         Seller or its assignee that  reasonable but  unsuccessful  efforts have
         been made to grant  licenses on similar  terms to  potential  licensees
         that would be likely to manufacture  substantially in the United States
         or  that  under  the   circumstances   domestic   manufacture   is  not
         commercially feasible.

14.6     Seller shall include this provision,  suitably modified to identify the
         Parties,  in all subcontracts or lower tier  agreements,  regardless of
         tier.

15.      FOREIGN ACCESS TO TECHNOLOGY

Note:  This Article shall remain in effect during the term of the Contract and
       for two (2) years thereafter.

15.1     Definitions

15.1.1   "Foreign Firm or Institution" means a firm or institution  organized or
         existing under the laws of a country other than the United States,  its
         territories,  or possessions.  The term includes,  for purposes of this

<PAGE>

         Contract,  any agency or instrumentality of a foreign  government;  and
         firms,  institutions  or  business  organizations  which  are  owned or
         substantially controlled by foreign governments,  firms,  institutions,
         or individuals.

15.1.2   "Know-How"  means  all  information  including,   but  not  limited  to
         discoveries,   formulas,  materials,   inventions,   processes,  ideas,
         approaches,   concepts,   techniques,   methods,  software,   programs,
         documentation,   procedures,   firmware,   hardware,   technical  data,
         specifications, devices, apparatus and machines.

15.1.3   "Technology" means discoveries,  innovations,  Know-How and inventions,
         whether  patentable or not,  including  computer  software,  recognized
         under U.S. law as  intellectual  creations to which rights of ownership
         accrue,   including,  but  not  limited  to,  patents,  trade  secrets,
         maskworks, and copyrights developed under this Contract.

15.2     General

15.2.1   The Parties agree that research findings and technology developments in
         NEMO  technology  may  constitute  a  significant  enhancement  to  the
         national  defense,  and to the economic  vitality of the United States.
         Accordingly,  access to important  technology  developments  under this
         Contract by Foreign Firms or Institutions must be carefully controlled.
         The controls  contemplated  in this Article are in addition to, and are
         not  intended  to  change  or   supersede,   the   provisions   of  the
         International Traffic in Arms Regulation (22 CFR Part 121 et seq.), the
         DoD Industrial  Security  Regulation (DoD 5220.22-R) and the Department
         of Commerce Export Regulation (15 CFR Part 770 et seq.)

15.2.2   The Parties  further  agree that the  provisions of this Article do not
         apply to  Non-Subject  Technical  Data as defined in paragraph  13.9 of
         this Contract.

15.3.    Restrictions on Sale or Transfer of Technology to Foreign Firms or
         Institutions

15.3.1   In order to  promote  the  national  security  interests  of the United
         States and to effectuate  the policies  that  underlie the  regulations
         cited above, the procedures stated in subparagraphs 15.3.2, 15.5.3, and
         15.3.4 below shall apply to any transfer of Technology. For purposes of
         this paragraph, a transfer includes a sale of the company, and sales or
         licensing of Technology. Transfers do not include:

                  (a)  sales of products or components, or
                  (b)  licenses of software or documentation related to sales of
         products or components, or
                  (c)   transfer to foreign subsidiaries of the Seller
         participants  for purposes related to this Contract,  or
                  (d)   transfer  which  provides  access to
         Technology  to a  Foreign  Firm  or  Institution  which  is an approved
         source of supply or source for the conduct of research under  this
         Contract provided that such transfer shall be limited to that necessary
         to allow the firm or institution to  perform  its  approved role under
         this Contract.

<PAGE>

15.3.2   The Seller shall provide  timely notice to the Buyer  Government of any
         proposed  transfers  from  the  Seller  of  Technology  developed  with
         Government   funding   under  this   Contract   to  Foreign   Firms  or
         Institutions.  If the Government  determines that the transfer may have
         adverse  consequences to the national security  interests of the United
         States,  the Buyer, the Seller,  its vendors,  and the Government shall
         jointly  endeavor to find  alternatives to the proposed  transfer which
         obviate or mitigate potential adverse  consequences of the transfer but
         which provide substantially equivalent benefits to the Seller.

15.3.3   In any event,  the Seller  shall  provide  written  notice to the Buyer
         Agreement Technical Manager and Grants Officer of any proposed transfer
         to a foreign  firm or  institution  at least sixty (60)  calendar  days
         prior to the  proposed  date of  transfer.  Such notice shall cite this
         Article and shall state  specifically what is to be transferred and the
         general  terms of the  transfer.  Within  thirty (30)  calendar days of
         receipt of the Seller's written notification,  the Buyer Grants Officer
         shall advise the Seller  whether it consents to the proposed  transfer.
         In cases where the  Government  does not concur or sixty (60)  calendar
         days after receipt and the Government provides no decision,  the Seller
         may utilize the procedures under Article 20, Resolution of Disputes and
         Choice of Law.  No  transfer  shall  take  place  until a  decision  is
         rendered.

15.3.4   Except as  provided  in  subparagraph  15.2  above and in the event the
         transfer of Technology to Foreign Firms or  Institutions is approved by
         the  Government,  the Seller shall (a) refund to the  Government  funds
         paid for the  development of the Technology and (b) negotiate a license
         with the Government to the  Technology  under terms that are reasonable
         under the circumstances.

15.4     Lower Tier Agreements.  The Seller shall include this Article, suitably
         modified to identify the  Parties,  in all  subcontracts  or lower tier
         agreements  (exclusive of teaming agreements),  regardless of tier, for
         experimental, developmental, or research work.

16.      DISCLAIMER OF IMPLIED WARRANTIES

         THE EXPRESS WARRANTIES, IF ANY, CONTAINED IN THIS CONTRACT ARE THE SOLE
         AND  EXCLUSIVE  WARRANTIES  PROVIDED  BY  SELLER.  SELLER  SPECIFICALLY
         DISCLAIMS, AND CUSTOMER WAIVES ANY OTHER WARRANTIES,  INCLUDING BUT NOT
         LIMITED TO  WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR
         PURPOSE,  AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM,
         USAGE, OR PAST DEALINGS BETWEEN THE PARTIES.

<PAGE>

17.      LIABILITY

17.1     Hold  Harmless.  The Seller  agrees to indemnify  and hold harmless and
         defend the Buyer , its employees  and agents,  against any liability or
         loss for any  claim  made by an  employee  or agent of the  Seller,  or
         persons  claiming  through them, for death,  injury,  loss or damage to
         their person or property  arising in connection with an act or omission
         of Seller  under this  Contract,  except to the extent that such death,
         injury,  loss or damage arises from the  negligence of the Buyer or its
         employees.

17.2     Infringement.

17.2.1   The Seller agrees not to hold the Buyer or the U.S.  Government and its
         officers,  agents,  and employees,  responsible  for any and all patent
         infringement cases which may arise under any research project conducted
         under this Agreement.  In addition,  the U.S. Government does not give,
         either  explicitly or implicitly,  its  authorization  or consent under
         title 28 United States Code,  Section 1498, to use or manufacture by or
         for the  United  States,  any  invention  described  in or covered by a
         patent of the United States.

17.3.  Environmental Liability

         The Seller is solely  responsible  for  achieving  compliance  with all
         environmental  laws,  including the  preparation  and submission of all
         licenses and permit  applications  required  under Federal,  State,  or
         local laws or regulations. The Seller shall not name the United States,
         the  Department  of the Navy  (DON),  or any other  Government  agency,
         instrumentality  or  employee  as an  owner,  operator  or in any other
         capacity  on  any  license  or  permit   application   required   under
         environmental  laws unless  written  consent is first  obtained from an
         authorized agent of the Federal agency or  instrumentality to be named.
         The Seller  shall not accept  issuance  of any permit or license  which
         purports  to impose  upon the United  States,  DON,  or any  Government
         agency, instrumentality or employee any obligation or liability for any
         operations or activities  covered by such permit or license except upon
         prior written consent from an authorized agent of the Federal agency or
         instrumentality  to be  named.  The  Seller  agrees  to hold  harmless,
         indemnify and defend the Buyer and its employees and  instrumentalities
         thereof from and against any and all liability,  cost,  claims,  fines,
         penalties  and suits of any kind for injury to or death of any  persons
         and for loss or damage to any property,  including  natural  resources,
         occurring in connection  with, or in any way incident to the release of
         any  contaminant,  to the extent such injury or damage results from the
         negligence or wrongful act of the Seller or any noncompliance  with any
         Federal,  State, or local laws or regulations.  This  responsibility to
         hold harmless,  indemnify, and defend the Buyer shall exist even if the
         release or  noncompliance  is  discovered  after the date this Contract
         expires.

<PAGE>

17.4     Lower Tier Agreements.  The Seller shall include this Article, suitably
         modified to identify the  Parties,  in all  subcontracts  or lower tier
         agreements (exclusive of teaming agreements), regardless of tier.

18.      USE OF TECHNICAL FACILITIES

18.1     To the maximum extent practical, the Seller agrees to use the technical
         reference facilities of the Defense Technical  Information Center, 8725
         John J. Kingman Road, STE 0944,  Ft.  Belvoir,  VA 22060-6218,  and all
         other  sources,  whether the United States  government or private,  for
         purpose  of  surveying   existing   knowledge  and  avoiding   needless
         duplication of scientific and engineering effort.

18.2     Lower Tier Agreements.  The Seller shall include this Article, suitably
         modified to identify the  Parties,  in all  subcontracts  or lower tier
         agreements (exclusive of teaming agreements), regardless of tier.

19.      SECURITY

19.1     The Seller's personnel will not have access to classified United States
         Government  information under this Contract.  If security  restrictions
         should happen to apply to certain aspects of the proposed Contract, the
         Grants Officer will inform the Seller. The Seller shall promptly notify
         the  Grants  Officer  if  information  is  developed  which  might,  if
         disclosed, affect the national security adversely.  Written concurrence
         from the Grants  Officer must be obtained  prior to  disclosure of such
         information. Do not discuss the information over the telephone.

19.2     The  parties  agree to confer  and  consult  with each  other  prior to
         publication  or other  public  disclosure  of the results of work under
         this Contract to ensure that no  classified,  proprietary  information,
         military  critical  technology  or  other  controlled   information  is
         released.  Prior to submitting a manuscript  for  publication or before
         any other  public  disclosure,  each party  will offer the other  party
         ample opportunity to review such proposed publication or disclosure, to
         submit  objections,  and to file  applications  for letters patent in a
         timely manner.

19.3     Controlled  Information.  The parties  understand that  information and
         materials  provided  pursuant to or resulting from this Contract may be
         export controlled,  classified, or unclassified sensitive and protected
         by law,  executive  order or regulation.  Each party is responsible for
         compliance  with all applicable laws and  regulations.  Nothing in this
         Contract  shall be construed to permit any  disclosure  in violation of
         those restrictions.

<PAGE>

19.4     Lower Tier Agreements.  The Seller shall include this Article, suitably
         modified to identify the  Parties,  in all  subcontracts  or lower tier
         agreements (exclusive of teaming agreements), regardless of tier.

20.      RESOLUTION OF DISPUTES AND CHOICE OF LAW

20.1     This  Contract  shall be governed by and  construed  under the laws of
         the State of  California  without  regard to those laws relating to
         conflict of laws.

20.2     Should any disputes or  differences of any kind arise between the Buyer
         and the Seller, in connection with/or arising out of this Contract,  or
         the performance  hereunder,  these will be settled by mutual  agreement
         which after  having been written and signed by both parties will become
         final and binding upon both Parties.

20.3     If no binding  agreement can be reached,  then the Buyer and the Seller
         will have the right to proceed  according  to the Rules of the American
         Arbitration  Association  ("AAA")  for  arbitration  in  the  State  of
         California,   United  States  of  America   before  a  panel  of  three
         arbitrators,  to obtain a  decision  which will be final,  binding  and
         irrevocable  upon both the Buyer and the Seller and not  subject to any
         direct or indirect legal means.

20.4     Each party shall appoint one member of the arbitration  panel and these
         two members  shall  appoint  the third  member.  The three  Arbitrators
         appointed by the said rules will have full power to review all the data
         they consider necessary for deciding upon the dispute.

20.5     The  judgment  rendered  by the  Arbitrator(s)  upon the  award  may be
         entered in any court having  jurisdiction for the purposes of obtaining
         an order of  enforcement  or judicial  acceptance of the award,  as the
         case may be. Buyer and Seller hereby waive any  immunity,  sovereign or
         otherwise,  that it would otherwise have to such jurisdiction and agree
         that their  respective  rights,  obligations and liabilities  hereunder
         shall be  determined in the same manner and to the same extent as those
         of a private litigant under like circumstances.

20.6     The Arbitrator's award may include  compensatory damages against either
         party, but under no circumstances will the Arbitrators be authorized to
         nor shall  they award  punitive  damages or  multiple  damages  against
         either party.

21.      SEVERABILITY

         If any phrase, clause,  sentence, or paragraph,  or combination of same
         in this Contract  contravenes  the applicable laws of the United States
         or of any state or jurisdiction thereof, such phrase, clause, sentence,
         paragraph or  combination of same shall be inoperative in such state or
         jurisdiction and the remainder of this Contract shall remain binding on
         the parties hereto. In such event the parties hereto shall perform this
         Contract  in a manner  which is both  legally  valid  and most  closely
         represents the intent of the phrase, clause,  sentence,  paragraph,  or
         combination of same which was made inoperative.

<PAGE>

22.      NOTICES

22.1     All notices, certificates,  acknowledgments and other reports hereunder
         shall be in writing and shall be deemed  properly  delivered  when duly
         mailed  by  certified  letter  to the  other  party at its  address  as
         follows,  or to such  other  address  as either  party  may by  written
         notice, designate to the other.
<TABLE>
<CAPTION>
         <S>                                                    <C>

         ----------------------------------------------------------------------------------------------------
         Science Applications International Corporation        Space Technology Development Corp.
         ----------------------------------------------------------------------------------------------------
           16701W. Bernardo Center Drive                         100 North Pitt Street, Suite 403
           San Diego, CA                                         Alexandria, VA 22314
           Attn.: Ms. Elise Heitmeyer                            Attn.: Ms. Nora Rumpf
         ----------------------------------------------------------------------------------------------------
</TABLE>

22.2     All  notices,  requests and demands  given or made under this  Contract
         shall be in writing and shall be delivered either in person or shall be
         sent by facsimile or by registered air mail or equivalent  with postage
         prepaid.   Confirmation   is  required  only  when   requested  by  the
         originator.  Notice  shall be deemed to have been given on the day when
         mailed or sent by facsimile, addressed to the other party.

22.3     Either  party may change its  address  for  purpose of this  Article by
         giving the other party  notice of such change in writing and  delivered
         by registered air mail or other means confirmed by both parties.

23.      LIMITATION OF LIABILITY

23.1     Buyer  agrees  that,   Seller's  total   liability  to  Buyer  and  all
         liabilities arising out of or related to this contract,  from any cause
         or causes,  and  regardless  of the legal theory,  including  breach of
         contract,   warranty,   negligence,   strict  liability,  or  statutory
         liability,  shall not, in the  aggregate,  exceed the  amounts  paid to
         Seller  under the  Contract,  or under the specific  delivery  order at
         issue, whichever is less.

23.2     Seller shall in no event,  under this  Contract or as a result of or in
         connection with anything done or omitted  relative  thereto,  be liable
         for indirect  loss,  consequential,  incidental  or special  (including
         multiple or  punitive)  damage  howsoever  caused,  including,  without
         limiting the generality of the foregoing, loss or damage resulting from
         loss of use or loss of profits. In any event Seller shall not be liable
         for aggregate claims/damages in connection with this Contract in excess
         of the total amount paid to Seller under the Contract.

23.3     Any claim by Buyer  against  Seller  relating to this  contract must be
         made in  writing  and  presented  to Seller  within  one year after the
         earlier of: (1) the date on which the Buyer accepts the  deliverable at
         issue;  or (2) the date on which Seller  completes  performance  of the
         services specified in this contract.

<PAGE>

24.      ASSIGNMENT

         This Contract shall not be assigned by either party,  without the prior
         written  consent of the other,  except that Seller,  may,  upon written
         notification  to the Buyer,  assign  that  portion of work which may be
         scheduled to be performed by Seller in whole or in part to a subsidiary
         or affiliate of Seller who performs work in the same industry.

25.      DISCLOSURE AND PROTECTION OF INFORMATION

         The  Parties  may desire to disclose  proprietary  information  to each
         other from time to time during performance of this Contract. Disclosure
         and use of such proprietary  information shall be handled in accordance
         with Attachment D, Non-Disclosure Agreement.

26.      CHANGES

26.1     Either party may, at any time,  request a change or modification to the
         specifications,   work  or  services   required  under  this  Contract,
         including  but not limited to  increases or decrease in  quantities  of
         deliverable items, or changes to the method of shipment. Such requested
         changes shall not become  binding until the changes have been confirmed
         in writing and mutually agreed upon by both parties.

26.2     Seller  will  advise the Buyer if the  change  requires a change in the
         delivery  schedule or change in Contract price,  in which case,  Seller
         shall submit a change  proposal and the parties shall negotiate in good
         faith any equitable adjustment required to the Contract price, delivery
         schedule and other terms and conditions.  Seller may make changes which
         do not degrade the usefulness,  effectiveness,  quality, performance or
         manufacturing  process of the items,  and does not adversely affect the
         utility of the particular  equipment being changed with other equipment
         of the Contract  and for which there is no impact on Contract  price or
         delivery.

26.3     The Seller shall be entitled to an equitable adjustment in the contract
         price  and/or  schedule in the event  actions or inactions by the Buyer
         require  the Seller to expend  additional  effort to  perform  the work
         required under this Contract.

27.      TERMINATION FOR CAUSE

27.1     Either party may terminate this Contract in whole or in part, for cause
         due to an Event of Default as defined in this Clause, by giving written
         notice  thirty  (30) days in  advance of the date of  termination.  The
         notice shall specify the extent to which performance of work under this
         Contract is terminated and the reasons therefor.

<PAGE>

27.2     The following  definitions  of an "Event of Default"  should be used to
         establish the criteria  under which a  termination  for cause becomes a
         fair and reasonable action to mitigate damage.

                  (i) SELLER (1) fails to materially  perform in accordance with
         the terms of this  Contract,  or (2) commits a default in  violation of
         this  Contract  which is not  remedied  within  thirty  (30) days after
         actual receipt of written notice thereof,  or (3) becomes  insolvent or
         has a bankruptcy  petition filed against it which petition it is unable
         to have  dismissed  within  sixty  (60)  days of  such  filing,  or (4)
         executes  an  assignment  of a  majority  or more of its assets for the
         benefit of creditors, or (5) has a receiver appointed for any reason.
                  or

                  (ii)  BUYER  (1) fails to  materially  perform  those  actions
         detailed  in this  Contract  which  are  necessary  to allow  SELLER to
         perform  its  obligations  under  this  Contract,  or (2) fails to make
         payment  when due as provided  for in this  Contract,  or (3) commits a
         default in violation  of this  Contract  which is not  remedied  within
         thirty (30) days after actual receipt of written notice thereof, or (4)
         either  Buyer or its  partners  becomes  insolvent or have a bankruptcy
         petition  filed  against  either which  petition  neither  Buyer or its
         partners  are able to have  dismissed  within  sixty  (60) days of such
         filing, or (5) has a receiver appointed for any reason.

28.      TERMINATION FOR CONVENIENCE

         It is mutually  agreed that the Buyer shall not terminate this Contract
         for its convenience,  in whole or in part, unless the Other Transaction
         has been correspondingly  terminated for convenience by the Government.
         Any such  termination  of the  Contract,  in  whole  or in part,  shall
         parallel the Government's whole or partial  termination for convenience
         of the Other Transaction.  In the event, however, the Other Transaction
         is  extended,   reorganized,   restructured  or  placed  under  another
         Government  contract or  subcontract,  to be  performed by the Buyer or
         successor in  interest,  so that the work to be performed by the Seller
         is  nevertheless  required by the  Government  although in an extended,
         reorganized or restructured form, SAIC shall continue to participate in
         such  performance  and the  parties  shall  negotiate  in good faith to
         arrive at mutually acceptable price, schedule, terms and conditions.

29.      SALES TAXES

         The  items  purchased  under  this  contract  are for  resale to the US
         Government.  The prices  contained in this  Contract do not include any
         applicable  sales, use or gross receipts tax. If possession of goods or
         services is taken by the Buyer in the United States and the transfer is
         subject to sales and use taxes or gross  receipts  tax of a  particular
         state, then the Buyer will reimburse such tax over and above the prices
         set forth herein.  Unless Seller receives a sales tax certificate which
         exempts the goods and services  from such taxes,  Seller shall  invoice
         and Buyer shall reimburse  Seller for the tax in addition to the stated
         prices set forth herein.
<PAGE>

30.      INVENTION REPORTS

30.1     Seller shall file annual Invention  (Patent) Reports as of the close of
         the fiscal  year and at the end of the term for this  Contract.  Annual
         reports are due 60 days after the close of the  Government  Fiscal Year
         and final  reports are due 6 months after the  expiration  of the final
         research period. Seller shall use DD Form 882, Report of Inventions and
         Subcontracts,  to file an inventions report.  Negative reports are also
         required.

30.2     Seller shall include this provision,  suitably modified to identify the
         Parties,  in all subcontracts or lower tier  agreements,  regardless of
         tier.

31.      BENEFITS REPORTS

31.1     Seller  shall  provide  Buyer with an annual  benefits  report for work
         funded hereunder.  The report shall address, in quantifiable terms, the
         commercial,   Governmental,  and  intangible  benefits  resulting  from
         Contract funding.  The parties agree to informally  coordinate  content
         and format for this  report in advance of final  submittal  to assure a
         satisfactory  report.  The report is to be submitted at the end of each
         Government Fiscal Year.

31.2     Seller shall include this provision,  suitably modified to identify the
         Parties,  in all subcontracts or lower tier  agreements,  regardless of
         tier.

32.      MODIFICATIONS

         No  modification,  amendment,  supplement to or waiver of this Contract
         shall be binding upon the parties  unless made in writing and signed by
         duly authorized representatives of both parties.

33.      WAIVER

         No covenant,  term,  or condition of this Contract may be waived except
         by written  consent of the party  against who the waiver is claimed and
         the waiver of any other term,  covenant or condition  of this  Contract
         shall not be deemed a waiver  of any  subsequent  breach of the same or
         any other term, covenant or condition of this Contract.

<PAGE>

34.      COST SHARE

         The  Parties  agree  that  cost  share  is not a  requirement  of  this
         Contract.  However, the Seller and/or Seller's  subcontractors may have
         in-kind cost share that may be allowable and allocable to Buyer's Other
         Transaction.   Seller  agrees   cooperate  with  Buyer  in  identifying
         potential  cost share and to provide  information  on such in-kind cost
         share to Buyer in Seller's  monthly report.  In no event will Seller be
         held liable or responsible  for providing any level of cost share.  Nor
         shall Seller be held liable or  responsible in the event any cost share
         information  provided  to  Buyer is  disallowed  by the  Government  in
         conjunction with Buyer's Other Transaction.

35.      INCORPORATION BY REFERENCE

         The following  attachments  referred to herein and attached  hereto are
         hereby  incorporated  by  reference  and made an integral  part of this
         Contract:

         Attachment A    Statement of Work for the SWIR Sensor dated
                         March 16, 1998

         Attachment B    Navy EarthMap Observer (NEMO) Sensor Imaging Payload
                         (SIP) System Specification,  Document No. SSD-S-NE001,
                         dated March 2, 1998

         Attachment C    Certificate of Compliance

         Attachment D    Non-Disclosure Agreement Between STDC and SAIC, dated
                         August 11, 1997

36.      ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

36.1     This document sets forth the entire agreement between the parties as to
         the subject matter hereof and supersedes all prior discussions  between
         them,  and  neither of the  parties  shall be bound by any  conditions,
         definitions,  warranties, or representations with respect to any of the
         terms or conditions  hereof other than as expressly  provided herein or
         as duly  set  forth  on or  subsequent  to the  effective  date of this
         Contract  duly  signed  by the  party  to be  bound  thereby  by a duly
         authorized officer or representative of such party.

36.2     The following  documents  are listed in descending  order of precedence
         and this order of  precedence  shall apply should there be any conflict
         in terms of performance under this Contract.

         1)       Contract Terms and Conditions contained herein

         2) Statement of Work of this Contract (Attachment A).

<PAGE>

         3) Navy Earth Map Observer SWIR Sensor Specifications (Attachment B)

         4) Other documents and standards referenced in this Contract.

36.3     This document has been prepared  jointly by the parties.  Any ambiguity
         which  may be  discovered  in  this  Contract  shall  not be  summarily
         determined to the benefit of any one particular party.

IN WITNESS WHEREOF,  the parties have caused this Contract to be duly signed and
executed in duplicate originals by its duly authorized representative.


SCIENCE APPLICATIONS                    SPACE TECHNOLOGY
INTERNATIONAL CORPORATION               DEVELOPMENT CORPORATION

/S/ ELISE HEITMEYER                     /S/ LENORE M. RUMPF
-------------------------------         -----------------------------
Signature                               Signature

Elise Heitmeyer                         Lenore M. Rumpf
Contracts Manager                       Contracts Administrator
-------------------------------         -----------------------------
Name and Title:                         Name and Title:

Date: 3/27/98                           Date: 3/27/98