SALES CONTRACT


                                     BETWEEN


              LITTON SYSTEMS, INC., AMECOM DIVISION (LITTON AMECOM)

                                       AND

                    SPACE TECHNOLOGY DEVELOPMENT CORP. (STDC)




















                       CONTRACT NUMBER: STDC-NEMO-98-0009
                             Dated: 29 October 1998


<PAGE>
<TABLE>
<CAPTION>

STDC-NEMO-98-0009                                                                                  PAGE

<S>    <C>                                                                                         <C>
Table of Contents

1     RECITALS                                                                                      1

2     ABBREVIATIONS AND DEFINITIONS                                                                 1

3     SCOPE, DELIVERABLES & PRICES                                                                  2

3.1      SCOPE                                                                                      2

3.2      DELIVERABLES AND PRICES                                                                    3

3.3      PROCEDURES FOR DELIVERY ORDERS  (CLIN 6)                                                   3

3.4      COMPENSATION -LABOR HOURS  (DELIVERY ORDERS)                                               4

3.5      ADDITION OR SUBSTITUTION OF PERSONNEL  (CLIN 6)                                            5

3.6      TERMINOLOGY AND ORDER OF PRECEDENCE (CLIN 6)                                               6

3.7      DOCUMENTATION                                                                              6

3.8      INSPECTIONS                                                                                7

3.9      QUALITY CONTROL                                                                            7

4     TYPE OF CONTRACT                                                                              7

5     EFFECTIVE DATE                                                                                8

6     SHIPPING AND DELIVERY                                                                         8

7     FORCE MAJEURE                                                                                 10

8     PAYMENT                                                                                       10

9     CONFORMITY TO THE SPECIFICATION                                                               11

10    ADMINISTRATION AND ACCOUNTING PROCEDURES (GFDC)                                               11

11    PATENTS  (GFDC)                                                                               12

12    FOREIGN ACCESS TO TECHNOLOGY  (GFDC)                                                          14

13    LIABILITY  (GFDC)                                                                             16

14    SECURITY  (GFDC)                                                                              17

15    REPORTING REQUIREMENTS  (GFDC)                                                                18

16    DATA RIGHTS  (GFDC)                                                                           19

16.1        Definitions                                                                             20

16.2        Government Rights in Subject Technical Data and Copyright                               21

16.3        Government Rights in Non-Subject Technical Data                                         21

16.4        LITTON AMECOM Rights in Technical Data and Copyright                                    21

16.5        STDC Rights in Subject Technical Data                                                   21

16.6        STDC Rights in Non-Subject Technical Data                                               21

16.7        Release From Liability                                                                  22

<PAGE>

16.8        Lower Tier Agreements                                                                   22

16.9        Use and Non-Disclosure Agreement                                                        22

16.10       Markings                                                                                23

17    WARRANTY                                                                                      24

18    LIMITATION OF LIABILITY                                                                       24

19    RESOLUTION OF DISPUTES AND CHOICE OF LAW                                                      24

20    SEVERABILITY                                                                                  25

21    NOTICES                                                                                       25

22    ASSIGNMENT                                                                                    26

23    DISCLOSURE AND PROTECTION OF INFORMATION                                                      26

24    CHANGES                                                                                       26

25    TERMINATION FOR CAUSE.                                                                        27

26    TERMINATION FOR CONVENIENCE                                                                   28

27    MODIFICATIONS                                                                                 28

28    WAIVER                                                                                        28

29    NEWS RELEASES                                                                                 28

30    INCORPORATION BY REFERENCE                                                                    29

31    GOVERNING LAW                                                                                 29

32    ENTIRE AGREEMENT AND ORDER OF PRECEDENCE  (CLINs 1, 2, 3, 4, 5 and Option CLIN 6)             29

</TABLE>
<PAGE>


           Sales Contract for tasks to be performed in support of the
                         Navy EarthMap Observer Program


THIS SALES  CONTRACT FOR TASKS TO BE PERFORMED IN SUPPORT OF THE NAVAL EARTH MAP
OBSERVER (NEMO) PROGRAM (hereinafter  referred to as the "Contract") is made and
entered  into this 29th day of October  1998,  (hereinafter  referred  to as the
"Effective  Date")  by and  between  Space  Technology  Development  Corporation
(hereinafter referred to as "STDC"), a Virginia Corporation,  having its offices
at 100 North Pitt Street, Suite 403,  Alexandria,  VA 22314, and LITTON SYSTEMS,
INC., AMECOM DIVISION  (hereinafter  referred to as "LITTON AMECOM"), a Maryland
Corporation,  having its offices at 5115 Calvert Road,  College  Park,  Maryland
20740-3898.

--------------------------------------------------------------------------------
1.   RECITALS
--------------------------------------------------------------------------------

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

WHEREAS,  STDC has plans to  construct,  launch,  and operate a series of remote
sensing satellites in support of its Navy EarthMap Observer Program (NEMO);

WHEREAS, LITTON AMECOM is designing,  developing, testing and producing On-Board
Processing  Electronics,  Brassboard  Engineering Models,  Command Telemetry and
Data Handling Software,  Attitude Control Software and Test Equipment  described
further herein which can be used in support of the NEMO Program;

WHEREAS,  STDC and LITTON AMECOM have determined that they will mutually benefit
by entering into this Sales Contract for the work described herein.

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


--------------------------------------------------------------------------------
2.   ABBREVIATIONS AND DEFINITIONS
--------------------------------------------------------------------------------

2.1      NEMO - Navy EarthMap Observer
2.2      FFP - Firm Fixed Price
2.3      Effective  Date - The  last  signature  date of this  Contract
2.4      GFDC - Government Flow Down Clause
2.5      MAC - Months after Contract Effective Date

<PAGE>

2.6      Other Transaction - The Agreement between ONR and STDC to develop the
         Navy EarthMap Observer dated 11 December 1997.

2.7      Invention - Any invention or discovery  that is or may be patentable or
         otherwise protectable under Title 35 of the United States Code.

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

2.9      Made - When used in relation to any invention  means the  conception or
         first  actually  reduced to practice in the  performance  of work under
         this contract.

2.10     SDR - Systems Design Review
2.11     PDR - Preliminary Design Review
2.12     CDR - Critical Design Review
2.13     TRR - Test Readiness Review
2.14     MRR- Mission Readiness Review
2.15     PMR - Program Management Review
2.16     TIMs - Technical Interchange Meetings
2.17     DRD - Data Requirement Description
2.18     ICD - Interface Control Document
2.19     I&T - Integration and Testing
2.20     CPET - Combined Performance and Environmental Test
2.21     NRL - Naval Research Lab

--------------------------------------------------------------------------------
3.   SCOPE, DELIVERABLES & PRICES
--------------------------------------------------------------------------------
3.1  SCOPE

Overall  Program  Management  for NEMO will be performed by STDC in  conjunction
with its partner NRL. STDC and NRL have formed a NEMO Program Office which shall
provide all necessary  management  and planning to meet  performance,  schedule,
interfacing, technical and cost objectives and requirements of the NEMO Program.
LITTON AMECOM will support the NEMO Program  Office in this effort to ensure all
program objectives under their cognizance are met in accordance with CLINs 1, 2,
3, 4, and 5 and delivery orders placed under CLIN 6.

LITTON AMECOM shall perform the tasks and associated  efforts to be performed to
supply Non-recurring  Engineering,  A Thermal Vacuum Test to be performed at the
Naval Research  Laboratory  (NRL), a Brassboard Single String, a Flight Unit and
technical  data for the NEMO Program.  The  Specification  (Attachment A) is the

<PAGE>

detailed  technical  description for the products described in CLINs 1, 2, 3, 4,
and 5. The  Statement  of Work  (Attachment  B) details  the  specific  delivery
requirements,  services,  and  reporting  requirements  necessary to perform the
functions for these items and provide other support services. The spacecraft bus
will undergo a complete Assembly Integration and Test (AIT) cycle as part of the
LS-400 assembly line process. At the completion of this activity,  the OBPE will
be  removed  and the  bus  will  be  delivered  to NRL  with  verification  that
interfaces  have been checked,  verified and proven;  the wiring  harness having
been fully checked out and sensors and actuators  have been fully  qualified and
proven.

LITTON  AMECOM will also provide all tooling  necessary to  accomplish  the work
delineated by the Attachment A Specification.  Furthermore,  Attachments A and B
are hereby  incorporated  by reference  and made a full and binding part of this
contract.

3.2  DELIVERABLES AND PRICES

LITTON  AMECOM shall provide on a Firm Fixed price basis under CLINs 1, 2, 3, 4,
and 5 the following equipment and support to the NEMO Program in accordance with
the  contract  schedule  and the  Attachment A  Specification  and  Attachment B
Statement of Work:

CLIN 1 - Non-recurring Engineering - $ 1,651,027.00
CLIN 2 - Thermal Vacuum Test conducted at NRL - $17,611.00
CLIN 3 - Brassboard  Single String - $ 979,303.00
CLIN 4 - Flight Unit - $  1,248,973.00
CLIN 5- Technical  Data for CLINs 1- 4 - NSP
CLIN 6 - Technical Support - LITTON AMECOM will provide additional technical
support,  at the fully burdened rate of $91.00 per hour, beyond what is provided
for under the basic  contract to support  STDC by  attending  certain  meetings,
performing  special  analyses,  and/or short term  special  studies as stated in
individual  delivery  orders.  All Delivery Orders shall be placed in accordance
with  paragraph  3.1  "Procedures  for  Delivery  Orders"  and also  comply with
paragraphs  3.2 and 3.3.  STDC is not  obligated  to place any  delivery  orders
during the term of this contract.

Total FFP for CLINs 1, 2, 3, 4, and 5 is $3,896,914.00

3.3  PROCEDURES FOR DELIVERY ORDERS  (CLIN 6)

3.3.1    Each delivery order shall:
         (a) comply with (3.3.2) below;
         (b) be issued as a delivery  order on an STDC Standard Form  (Amendment
         of Solicitation/Modification of Contract) in the case of a modification
         to an order;
         (c) be identified by this contract number;

<PAGE>

         (d) incorporate the terms and conditions of this contract by reference;
         (e) set forth a detailed  statement of work and the data to be
         provided;
         (f) create a Data Requirements Lists for the ordering of such data
         requirements;
         (g) set forth a  delivery  order  maximum  price;
         (h) set forth packaging (preservation  and packing)and marking
         requirements for deliverables;
         (i) specify  any CFE or CFI  applicable  to that  order;
         (j) set forth STDC's required delivery or performance date and the
         place of performance, indicating therein LITTON AMECOM's facility to be
         utilized;  and, in the event travel is required in the  performance  of
         the work ordered, the locations at which such performance is necessary;
         (k) be signed by the authorized STDC representative;  and
         (l) contain a travel itinerary.

3.3.2    Under no  circumstances  shall an order or a  modification  to an order
         be issued prior to contract issuance.

3.3.3    The estimated delivery order dollars for the cost-type items may not be
         exceeded in pursuit of technical  objective  without prior  approval of
         STDC.

3.3.4    The ordering period for this CLIN will be from date of contract award
         through 60 days past a successful NEMO launch.

3.3.5    LITTON  AMECOM shall  promptly  notify STDC (Ms.  Nora Rumpf) if LITTON
         AMECOM feels they have been tasked with work beyond the  contracts  SOW
         which should be covered by a delivery order as provided for herein.

3.4      COMPENSATION - LABOR HOURS  (DELIVERY ORDERS)

3.4.1    STDC will pay LITTON  AMECOM for the  performance  of  delivery  orders
         issued  under this  contract at the rate of $91.00 per  man-hour and in
         accordance with paragraphs  3.4.2 and 3.4.3 of this clause.  The hourly
         rates set forth covers all expenses, including wages, overhead, general
         and  administrative  expense,  profit,  prorated  vacation leave,  sick
         leave,  and applicable  insurance of all kinds and other  allowable and
         allocable  costs,   excluding  any  and  all  travel  costs  which  are
         reimbursable  in  accordance  with  paragraph  (c) below.  The  amounts
         payable to LITTON  AMECOM shall be computed by  multiplying  the hourly
         rate set forth by the number of direct labor hours performed.

3.4.2    Travel Costs.  LITTON  AMECOM shall be  reimbursed  for travel costs in
         accordance   with  FAR   31.205-46  as  limited  by  the  Joint  Travel
         Regulations,  Volume II and the following:  (a) Where official  company
         travel can  reasonably be planned in advance so as to take advantage of
         available discounted standard or coach airfares, any expenses in excess
         of those  discounted  fares are to be considered  as, and segregated as
         unallowable  costs;  and (b)  Travel  made  for  personal  convenience,
         including  daily  travel  to and from  work,  shall  not be  reimbursed
         hereunder.

<PAGE>


3.4.3    Maximum Ordering.  STDC shall not be obligated to pay LITTON AMECOM any
         amount in excess of the maximum delivery order price set forth in any
         delivery order issued under this contract.  LITTON AMECOM shall not be
         obligated to continue performance or to incur costs under any delivery
         order if to do so would exceed the maximum delivery order price set
         forth in the delivery order unless LITTON AMECOM has been notified in
         writing by STDC that the maximum delivery order price for the delivery
         order concerned has been increased by order modification. LITTON AMECOM
         shall notify STDC in writing if LITTON AMECOM has reason to believe the
         hourly rate payments, travel costs which will accrue in the performance
         of the delivery order concerned will exceed the maximum delivery order
         price set forth in the delivery order, or when added to all other
         payments and cost previously accrued, will exceed the maximum ordering
         price set forth in the order.  If for any other reason LITTON AMECOM
         believes that the maximum delivery order price set forth in any
         delivery order should be increased, LITTON AMECOM shall promptly so
         notify STDC in writing.  The maximum delivery order price of any
         delivery order may be increased by STDC, at any time during the period
         covered by this contract.  If LITTON AMECOM has reason to believe that
         the total cost to STDC for the work called for in any delivery order
         will be substantially less than the maximum delivery order price
         specified therein, LITTON AMECOM shall promptly so notify STDC in
         writing.  STDC may, based upon such notification, decrease the ceiling
         price of the delivery order concerned.  Any increase or decrease in the
         maximum order price of any delivery order shall be set forth in a
         modification to the delivery order.

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

3.5      ADDITION OR SUBSTITUTION OF PERSONNEL  (CLIN 6)

3.5.1    A requirement  of this  contract is to maintain  stability of personnel
         proposed in order to provide  quality  services.  LITTON  AMECOM  shall
         assign only the key  personnel  whose resumes were approved by STDC and
         are listed in Attachment C, "Key Personnel."

3.5.2    LITTON AMECOM agrees that no key personnel substitutions or additions
         will be made unless necessitated by compelling reasons including, but
         not limited to, an individual's illness, death, termination of
         employment, declining an offer of employment (for those individuals
         proposed as contingent hires), or maternity leave.  In such an event,
         LITTON AMECOM shall promptly provide the information required by
         paragraph (d) below to the Contracting Officer for approval prior to
         the substitution or addition of key personnel.  Proposed substitutions
         of key personnel shall meet or exceed the qualifications of personnel

<PAGE>

         for whom they are proposed to replace.  Fully compliant requests for
         substitutions or additions shall be submitted, in writing, to the
         Contracting Officer for approval at least fifteen working days in
         advance of the proposed change.

3.5.3    Requests for key personnel changes shall provide a detailed explanation
         of  the  circumstances  necessitating  the  proposed  substitutions  or
         additions,  a  complete  resume  of the  proposed  change,  information
         regarding  the full  financial  impact  of the  change,  and any  other
         information requested by the Contracting Officer.

3.5.4    Any addition or  substitution  of key  personnel  made pursuant to this
         clause  shall result in no increase in the fully  burdened  hourly rate
         for the subject category set forth in Article 3. However, such rate may
         be subject to downward  negotiation  if the  addition  or  substitution
         results  in a  decrease  to the rate  for the  category  in  which  the
         substitution was made.

3.5.5    Noncompliance  with the  provisions of this clause will be considered a
         material  breach of the terms and  conditions of the contract for which
         STDC may seek any and all appropriate  remedies  including  Termination
         for Cause pursuant to the Termination clause.

3.5.6    Any additions or  substitutions  of key  personnel  will be approved in
         writing by STDC by the Contracting Officer and the contract modified to
         reflect the change.

3.6      TERMINOLOGY AND ORDER OF PRECEDENCE (CLIN 6)

         The term  "contract"  and "delivery  order" when used within a delivery
         order are  considered  synonymous  terms.  The ordering  procedures for
         delivery orders placed under CLIN 6 are of a lesser order of precedence
         than  the  "Completion  Date"  or "Term  of  Contract"  clauses  of the
         contract.  LITTON  AMECOM is not  authorized to incur costs on delivery
         orders  that are not in  compliance  with any of these  clauses  in the
         contract.  The  Specification,  Attachment  A, and  Statement  of Work,
         Attachment  B,  for  the  basic  contract  take   precedence  over  the
         statements of work  attached to any delivery  order,  unless  otherwise
         noted.

3.7      DOCUMENTATION

3.7.1    LITTON  AMECOM will  maintain  accurate  documentation  as necessary to
         operate,  maintain and manage  configuration  of all systems defined by
         CLINs 1, 2, 3, and 4 delineated in the Attachment A  Specification  and
         Attachment  B Statement  of Work as being within their scope as defined
         within this contract.  Deliverable  data is summarized in Section 2.9.2
         of the Statement of Work  (Attachment  B).  Documentation  required for
         work ordered  under CLIN 6 (Technical  Support)  shall be stated within
         the individual delivery order placed. The actual data delivered to STDC
         is acceptable in LITTON AMECOM format.

<PAGE>

3.7.2    All  documentation  shall be  delivered  under  cover of a  transmittal
         letter and shipped to STDC via common  carrier to the addressee  listed
         in Article 21.1.

3.8      INSPECTIONS

3.8.1    LITTON AMECOM will provide and maintain an inspection system consistent
         with standard LITTON AMECOM practices and procedures covering goods and
         services  under this contract and will tender only goods that have been
         inspected and found to conform to this contract's requirements.  LITTON
         AMECOM will keep records  evidencing  inspections and their results and
         will make these records  available to STDC during contract  performance
         and for two (2) years after final payment.

3.8.2    All goods to be  delivered  hereunder  will be subject to  inspections,
         examinations and the witnessing of final acceptance  tests,  during the
         period of performance  at LITTON  AMECOM's  facility,  by STDC and NRL.
         They will perform  inspections  and  examinations in a manner that will
         not  unduly  delay the  work.  Any  delay  due to such  inspection  and
         examination activities shall be added day for day to the delivery dates
         in the  contract.  LITTON  AMECOM  shall be  entitled  to  recover  any
         reasonable additional costs incurred as a result of such delay.

3.8.3    If STDC  performs an inspection  or an  examination  on the premises of
         LITTON   AMECOM,   LITTON   AMECOM  will   furnish,   and  require  its
         subcontractor to furnish,  without  additional  charge,  all reasonable
         facilities and  assistance  for the safe and convenient  performance of
         these duties.

3.8.4    LITTON  AMECOM shall provide ten (10) calendar days notice prior to the
         start of the scheduled final acceptance tests.  LITTON AMECOM may limit
         access  with  respect to areas  exposing  LITTON  AMECOM's  proprietary
         processes  or  Government  contract  work.  STDC shall  comply will all
         safety  regulations  and  shall  take  all  precautions   required  and
         necessary  to  prevent  the  occurrence  of any  injury to  persons  or
         property during such inspection at LITTON AMECOM's facility.

3.9      QUALITY CONTROL

LITTON AMECOM will provide and maintain a quality  control  system for the goods
and services  purchased under this contract,  and LITTON AMECOM will permit STDC
and NRL to review all necessary procedures,  practices,  processes,  and related
documents as reasonably  requested.  The prevailing  Quality Control Standard is
ISO 9001.

--------------------------------------------------------------------------------
4.    TYPE OF CONTRACT
--------------------------------------------------------------------------------
LITTON AMECOM shall perform the services and deliver the items set forth in this
Contract  for CLINs 1, 2, 3, 4, and 5 at the  agreed  upon firm  fixed  price of

<PAGE>

$3,896,914.00.  Any  delivery  orders  placed under CLIN 6 shall be performed in
accordance  with the labor rate of $91 per hour stated in Article 3 above.  STDC
is under no obligation to place any orders under CLIN 6.

--------------------------------------------------------------------------------
5.   EFFECTIVE DATE
--------------------------------------------------------------------------------

5.1      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 may be  expressed in terms of "Months  After  Contract,
         (MAC)" or "Days After Contract, (DAC)" unless a specific date is given.
         (i.e., January 15, 1999.)

5.2      LITTON  AMECOM's obligation to perform shall commence upon signature of
         the Contract by both parties.

--------------------------------------------------------------------------------
6.   SHIPPING AND DELIVERY
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
     <S>       <C>       <C>                                     <C>

     ---------------------------------------------------------------------------
       CLIN    Qty       Product Description                     Delivery Date
      -----  ------   ---------------------------------------  --------------------------------
        1                Non-recurring Engineering
      -----  ------   ---------------------------------------  --------------------------------
        2      1         Thermal Vacuum Test conducted at NRL    21 September 1999
      -----  ------   ---------------------------------------  --------------------------------
        3      1         Brassboard Single String                01 April 1999
      -----  ------   ---------------------------------------  --------------------------------
        4      1         Flight Unit                             30 September 1999
      -----  ------   ---------------------------------------  --------------------------------
        5      NA        Technical Data for CLINs 1-4            As per individual entry
                                                                 on Data Requirements
                                                                 List
      -----  ------   ---------------------------------------  --------------------------------
       6       NA        Technical Support                       As stated per individual
                                                                 Delivery Order
      -----------------------------------------------------------------------------------------
</TABLE>

6.1      Shipping  Instructions  are as stated in the Attachment A Specification
         and Attachment B Statement of Work and  paragraphs  6.1.1,  6.1.2,  and
         6.1.3 below:

6.1.1    All goods are to be packed and packaged for  protection  in  accordance
         with best  commercial  practices  and in such a manner so as to protect
         from damage and  deterioration  in transit by road, rail or air. LITTON
         AMECOM  will  be  held  responsible  for all  damages  due to  improper
         packing, except for improper handling of the container such as to cause
         damage to the contents if it is  determined  that the packaging was not
         at fault.

6.1.2    Insurance.  LITTON  AMECOM will  arrange,  but STDC shall pay for,  the
         adequate replacement value insuring of all hardware shipments.

<PAGE>

6.1.3    LITTON AMECOM shall provide ten (10) working days notification prior to
         the  expected  date of  shipment  to the  STDC  in  order  to make  the
         necessary  arrangements  for  transportation  from the LITTON  AMECOM's
         facility.

6.2      LITTON  AMECOM will adhere to the  delivery  and  completion  schedules
         specified in this contract.  If, at any time, LITTON AMECOM believes it
         may be unable to comply  with the  delivery  or  completion  schedules,
         LITTON AMECOM will  immediately  notify STDC in writing of the probable
         length  of any  anticipated  delay  and the  reasons  for it,  and will
         provide  STDC with a written  recovery  schedule.  LITTON  AMECOM  will
         continue to notify STDC of any material change in the situation.  Title
         and risk of loss in the deliverable  hardware shall pass to STDC at the
         time of delivery of the hardware  delivered by LITTON AMECOM to STDC at
         NRL in  Washington  D.C.  Acceptance  is not  conclusive  as to  latent
         defects, fraud, or gross mistakes amounting to fraud. Failure by LITTON
         AMECOM to meet the required delivery schedule for any item as stated in
         this  contract  is cause for STDC to seek an  equitable  adjustment  in
         price to the contract.

6.3     The shipping address for all deliverable hardware and software shall be:

         Receiving Officer
         Naval Research Laboratory
         455 Overlook Avenue
         Building 49
         Washington, D.C. 20375-5320
         ATTN:             Thomas Wilson, Code 8030
         Telephone:        202-767-0794


         Deliverable  data  items  shall  be  shipped  to STDC at the  following
         address:

         Space Technology Development Corporation
         100 North Pitt Street, Suite 403
         Alexandria, VA 22314
         ATTN:             Nora Rumpf
         Telephone:        703-518-4448

6.3      Final/Formal  Acceptance  of  hardware  will take  place at the time of
         shipment in accordance  with the approved  Acceptance  Test Plan.  This
         shall be done at LITTON  AMECOM by letter  from STDC that will  include
         the  following  information:  the contract  and CLIN number,  quantity,
         assembly part number and  description.  This letter will also include a
         statement  that the  acceptance of the listed items has been made by an
         authorized  representative  of STDC and the delivered  goods conform to
         the contract, except as noted therein, or in supporting documents.

<PAGE>

--------------------------------------------------------------------------------
7.   FORCE MAJEURE
--------------------------------------------------------------------------------

7.1      LITTON  AMECOM  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  LITTON
         AMECOM 's control,  provided  that LITTON  AMECOM  gives notice to STDC
         according to paragraph 7.4 below.

7.2     The impact of Force Majeure on LITTON AMECOM 's subcontractors hereunder
        shall be considered to be Force Majeure on LITTON AMECOM,  provided that
        LITTON AMECOM gives notice to STDC according to paragraph 7.4 below.

7.3     LITTON AMECOM'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.

7.4     LITTON AMECOM shall inform STDC in writing within 45 days after a fact
        or event has been recognized by LITTON AMECOM to have occurred.

--------------------------------------------------------------------------------
8.   PAYMENT
--------------------------------------------------------------------------------

8.1     STDC  agrees  to make  milestone  payments  to  LITTON  AMECOM  for work
        performed under this Contract in accordance  with successful  completion
        of the following:

<TABLE>
<CAPTION>
       <S>                  <C>             <C>                 <C>
       --------------------------------------------------------------------------------------------------
            DATE              PAYMENT         CUM                MILESTONE EVENT
                                             PAYMENT
       --------------------------------------------------------------------------------------------------
            16 June 1998     $100,000       $  100,000      System Requirements Review
       ------------------ ------------ ---------------- ------------------------------------------------
          18 August 1998     $611,333*      $  711,333      Preliminary Design Review
       ------------------ ------------- ---------------- ------------------------------------------------
           1 August 1998     $611,334       $1,322,666      Commencement of Purchase Order Placement
       ------------------ ------------- ---------------- ------------------------------------------------
        12 November 1998     $611,334*      $1,934,000      Critical Design Review
       ------------------ ------------- ---------------- ------------------------------------------------
         2 February 1999     $928,555*      $2,862,555      Technical Readiness Review
       ------------------ ------------- ---------------- ------------------------------------------------
            1 April 1999     $440,000       $3,302,555      CDH S/W Build 2 Delivery
       ------------------ ------------- ---------------- ------------------------------------------------
            1 April 1999     $146,303       $3,448,858      Delivery of Brassboards
       ------------------ ------------- ---------------- ------------------------------------------------
       30 September 1999     $398,056       $3,846,914      Delivery of Flight Unit
       ------------------ ------------- ---------------- ------------------------------------------------
          29 October1999      $50,000       $3,896,914      Hardware Sell Off at NRL
       --------------------------------------------------------------------------------------------------
        * 70% Paid for Successful Completion of Review, 30% paid for Successful Completion of Action Items

</TABLE>

8.2      Payment shall be sent via wire transfer to LITTON  AMECOM's  remittance
         address specified  herein,  net 30 days upon receipt of LITTON AMECOM's
         invoice,  unless  alternative  payment  arrangement are put in place as
         agreed to by STDC and LITTON AMECOM. Remittance Address:
                  Litton Systems Inc.
                  Amecom Division
                  NationsBank
                  Dallas, TX
                  ABA:  111-000-012
                  Account Number: 375-028-8140


--------------------------------------------------------------------------------
9.   CONFORMITY TO THE SPECIFICATION
--------------------------------------------------------------------------------

9.1      Notwithstanding   anything  contained  herein  to  the  contrary,   the
         equipment  required by this contract shall conform to the Specification
         contained in the Attachment A Specification.

9.2      Minor  deviations  (i.e.  deviations  which do not impact the form, fit
         functionality  of the  item)  shall  not  be  considered  a  deficiency
         requiring correction by LITTON AMECOM and will be accepted by STDC upon
         completion of the  acceptance  testing as set forth in the Attachment A
         Specification.

--------------------------------------------------------------------------------
10.  ADMINSTRATION AND ACCOUNTING PROCEDURES (GFDC)
--------------------------------------------------------------------------------

            NOTE:  LITTON AMECOM agrees that the following terms and conditions,
         Articles 10 through  16,  will flow down to them from STDC's  agreement
         with the ONR  under  Agreement  N00014-98-3-0001.  Any  change to these
         terms and conditions  requires the  concurrence and approval of the ONR
         who are the final authority on these matters.

10.1     Administration
         LITTON AMECOM shall  implement  administrative  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 Contracts
         with Institutions of Higher Learning  Education,  Hospitals,  and Other
         Non-Profit  Organizations,"  dated 93 Nov 19.  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

<PAGE>

         for-profit,   commercial   businesses.   As   appropriate,   the  terms
         "contractor",  "contract", and "subcontract" in the FAR provision shall
         be read as "Recipient",  "Contract",  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.  For the purposes of this
         Article, any subsequent agreements between STDC and NRL for performance
         of work under the ONR/STDC  Agreement and the ORASIS License  Agreement
         between STDC and NRL are separate  agreements  from a contract,  grant,
         cooperative agreement, or other transaction.

10.2     Accounting System
         LITTON  AMECOM 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  LITTON  AMECOM  to
         establish any other  systems  extending  beyond its current  systems to
         account for costs in  accordance  with  generally  accepted  accounting
         principles.

10.3.    Applicability
         Federal  entities  shall  not be  subject  to the  provisions  of  this
         Article.

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

--------------------------------------------------------------------------------
11.  PATENTS (GFDC)
--------------------------------------------------------------------------------

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

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

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

11.2     Allocation of Principal Rights
         LITTON  AMECOM  retains  the  entire  right,   title,  and  interest
         throughout  the world to each  subject  invention.  With respect to any
         subject  invention in which LITTON AMECOM  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.
         LITTON  AMECOM  agrees to  execute  or to have  executed  and  promptly
         deliver to STDC a  confirmatory  instrument  necessary  to establish or
         confirm the license  rights the  Government has throughout the world in
         those subject inventions to which LITTON AMECOM has title.

<PAGE>

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

11.3     Invention Disclosure
         LITTON AMECOM will identify each subject invention, the inventor(s),
         and this Contract under which the invention was made to STDC within two
         months after the inventor discloses the subject invention in writing to
         recipient personnel responsible for patent matters.

         LITTON AMECOM  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."

11.4     Subcontracts
         LITTON AMECOM 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,  LITTON AMECOM 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.

11.5     Preference for United States Industry
         LITTON  AMECOM 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 STDC and the  Office of Naval  Research  upon a showing by
         LITTON AMECOM 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.
<PAGE>

11.6     LITTON  AMECOM  shall  include  this  provision,  suitably  modified to
         identify the parties,  in all  subcontracts  or lower tier  agreements,
         regardless of tier.

--------------------------------------------------------------------------------
12.  FOREIGN ACCESS TO TECHNOLOGY (GFDC)
--------------------------------------------------------------------------------

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

12.1     Definitions
         " 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 Contract,  any agency or instrumentality of a foreign  Government;
         and firms,  institutions  or business  organizations  that are owned or
         substantially controlled by foreign Governments,  firms,  institutions,
         or individuals.

         "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,
         Specification, devices, apparatus and machines.

         "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.

12.2     General
         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.)

12.3     Restrictions on Sale or Transfer of Technology to Foreign Firms or
         Institutions

<PAGE>

12.3.1   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 2, 3, and 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, images or components, or
                  (b) licenses of software  or  documentation  related to
                      sales of  products  or  components,  or
                  (c) transfer to foreign  subsidiaries of LITTON AMECOM
                      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.

12.3.2   LITTON  AMECOM shall  provide  timely  notice to the  Government of any
         proposed  transfers  from LITTON  AMECOM 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,  LITTON AMECOM,  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 LITTON AMECOM.

12.3.3   In any event, LITTON AMECOM shall provide written notice to STDC who
         will notify the ONR 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 STDC's written notification, the Grants
         Officer shall advise STDC whether it consents to the proposed transfer
         and STDC will then notify LITTON AMECOM of the Government's decision.
         In cases where the Government does not concur or sixty (60) calendar
         days after receipt and the Government provides no decision, LITTON
         AMECOM may utilize normal Claims, Disputes, and Appeals procedures.  No
         transfer shall take place until a decision is rendered.

12.3.4   Except  as  provided  in  subparagraph  1 above  and in the  event  the
         transfer of Technology to Foreign Firms or  Institutions is approved by
         the Government,  LITTON AMECOM 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.

12.4     Lower Tier Agreements
         LITTON AMECOM 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.

<PAGE>

--------------------------------------------------------------------------------
13.  LIABILITY (GFDC)
--------------------------------------------------------------------------------

13.1     Hold Harmless
         LITTON AMECOM agrees to indemnify and hold harmless and defend STDC,
         the Government  and its employees and agents,  against any liability or
         loss for any claim made by an  employee or agent of LITTON  AMECOM,  or
         persons  claiming  through them, for death,  injury,  loss or damage to
         their  person or property  arising in  connection  with this  contract,
         except to the extent that such death, injury, loss or damage arises for
         the negligence of STDC, the Government or its employees."

13.2     Other Liability
         Neither the  Government  nor STDC,  shall be liable to LITTON AMECOM or
         the other parties  identified  herein,  whether directly,  or by way of
         contribution  or  indemnity  for any claim  made by any person or other
         entity for personal  injury or death,  or for property  damage or loss,
         arising in any way from this Contract,  including,  but not limited to,
         the later use,  sale or other  disposition  of research  and  technical
         developments,  whether contributed by either parties,  pursuant to this
         Contract,  except as  provided  under the  Federal  Tort Claims Act (28
         U.S.C. 2671 et seq.) or other Federal law where sovereign  immunity has
         been waived.  LITTON  AMECOM shall  indemnify  STDC and the  Government
         against all such claims or  proceedings  and shall hold the  Government
         harmless for any resulting  liabilities  and lawsuits  provided  LITTON
         AMECOM is reasonably notified of such claims and proceedings.

13.3     Infringement
         LITTON  AMECOM  agrees  not to  hold  the  U.S.  Government  or STDC
         responsible  for any and all patent  infringement  cases arising out of
         the  performance  of LITTON  AMECOM under this  Contract.  In addition,
         LITTON  AMECOM  shall  indemnify  the  Government  and STDC against all
         claims and  proceedings  for actual or alleged  direct or  contributory
         infringement of, or inducement to infringe,  any US patent,  trademark,
         or copyright arising out of the performance of LITTON AMECOM under this
         Contract and LITTON AMECOM shall hold the  Government and STDC harmless
         from any resulting  liabilities  and losses  provided  LITTON AMECOM is
         reasonably notified of such claims and proceedings.

13.4     Environmental Liability
         LITTON AMECOM 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.  LITTON  AMECOM  shall not name  STDC,  the
         United  States,  the  Department  of  the  Navy  (DON),  or  any  other
         Government agency, instrumentality or employee as an owner, operator or

<PAGE>
         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. LITTON AMECOM 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.  LITTON AMECOM  agrees to hold  harmless,
         indemnify and defend STDC,  the United  States,  DON, and 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,  or any  noncompliance  with  any
         Federal,  State, or local laws or regulations.  This  responsibility to
         hold harmless,  indemnify, and defend the United States and STDC, shall
         exist even if the release or noncompliance is discovered after the date
         this Contract expires.

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


--------------------------------------------------------------------------------
14.  SECURITY (GFDC)
--------------------------------------------------------------------------------

14.1     LITTON  AMECOM'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 ONR/STDC
         Agreement,  the Grants  Officer  will  inform STDC and STDC will inform
         LITTON AMECOM.  LITTON AMECOM shall promptly  notify STDC and STDC will
         inform ONR 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.

14.2     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 patents in a timely
         manner.

14.3     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>

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

--------------------------------------------------------------------------------
15.  REPORTING REQUIREMENTS (GFDC)
--------------------------------------------------------------------------------

15.1     LITTON AMECOM shall submit reports to STDC as set forth below.

15.2     All reports and  correspondence  submitted  under this  Contract  shall
         include the Contract Number and be addressed as follows:

                  Space Technology Development Corporation
                  100 North Pitt Street, Suite 403
                  Alexandria, VA  22314
                  Attention: Nora Rumpf

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

15.4     Financial Reporting
15.4.1   Audit  Reports -- LITTON  AMECOM  shall  ensure that if an  independent
         auditor is used for this Contract, copies of any audits conducted shall
         be provided to the Government. At a minimum, a certified statement from
         the  independent  auditor shall evidence that LITTON AMECOM has/has not
         complied with all requirements of this Contract.

         The  parties  agree that Litton is not  required  to invest  company
         funds in the NEMO Spacecraft Controller.  However, if and when Litton's
         actual costs exceed the contract value, Litton will voluntarily provide
         this  information to STDC in its regular  progress  reporting,  no less
         frequently  than  quarterly  within  four  (4)  weeks of the end of the
         calendar  quarter.  STDC will use Litton's  information  to support its
         obligations for industrial contribution to the ONR under the OT.

15.5     Invention  Reports -- In accordance  with Article 3 LITTON AMECOM 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.  LITTON AMECOM shall use DD Form 882,  Report of Inventions and
         Subcontracts,  to file an inventions report.  Negative reports are also
         required.

<PAGE>

15.6     Benefits  Reports -- LITTON  AMECOM  shall  provide STDC 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.

15.7     Annual and Final  Reporting  of Federally  Owned  Equipment -- (Article
         15.7 will be applicable if and only if federally owned property is used
         by LITTON AMECOM in performance of this contract.  LITTON AMECOM has no
         such property at time of contract award, and therefor no report will be
         required  unless and until  federally  owned  property  is  provided to
         LITTON  AMECOM.)  LITTON AMECOM shall  annually  submit an inventory of
         federally  owned property in their custody,  which was acquired or used
         under  this  Contract,   to  STDC  and  to  any   identified   property
         administrator. A final inventory of all capital equipment acquired with
         federal funds and all federally  owned  property is due by the Contract
         expiration date. It is to be submitted to STDC for purposes of Contract
         closeout and final property disposition and records reconciliation.

15.8     Final Report -- LITTON AMECOM shall submit or otherwise provide a Final
         Report  making  full  disclosure  of all major  developments  by LITTON
         AMECOM upon  completion  of the  Contract or within  sixty (60) days of
         termination  of the  Contract.  With  the  approval  of  STDC  and  the
         Agreement  Technical  Manager,  reprints of  published  articles may be
         attached to the Final Report.

         The Final  Report shall be marked with a  distribution  statement to
         denote the extent of its availability for  distribution,  release,  and
         disclosure without additional approvals or authorizations.

15.9     Studies -- LITTON  AMECOM may be requested to  participate  in Dual Use
         Application  Program (DUAP) assessment  studies.  These studies will be
         conducted  by DoD to  evaluate  the  success of DUAP in  achieving  its
         goals.  Studies  will  likely  include  occasional  questionnaires  and
         interviews to determine military usefulness,  commercial viability, and
         other  characteristics of projects and technologies funded by DUAP. The
         studies may be conducted during the performance  period of the ONR/STDC
         Agreement  and up to five (5) years after the close of the  performance
         period.


--------------------------------------------------------------------------------
16.  DATA RIGHTS (GFDC)
--------------------------------------------------------------------------------

Rights in Technical Data (including Computer Software)

<PAGE>

16.1      Definitions

16.1.1   "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.

16.1.2   "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 for a Government purpose.

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

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

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

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

16.1.7   "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.

16.1.8   "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  the NEMO  program;  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  LITTON  AMECOM's   written
         permission to release the data outside the Government has been granted.

16.1.9   "NEMO Program" means the first and only satellite built under the Other
         Transaction.  This satellite  mission duration is planned to be 3 years
         from launch,  but may operate for 5 years or more.  The NEMO program is
         all  activities  leading up to launch and satellite  ground  operations
         throughout the mission not to exceed five (5) years from launch.

<PAGE>

16.2     Government Rights in Subject Technical Data and Copyright

16.2.1   The Government shall have government purpose rights in non-imagery
         data.

16.2.2   Copyright    license.    LITTON   AMECOM    grants   a    nonexclusive,
         nontransferable, irrevocable, royalty-free copyright license throughout
         the world in the exclusive  rights in  copyrighted  works of authorship
         (17 U.S.C.  Section  106)  prepared  pursuant to this  Agreement to the
         Government for government purposes.

16.3     Government Rights in Non-Subject Technical Data

         The  Government  shall have  agreement  purpose  rights in  non-subject
         technical data that is furnished  under this  Agreement;  provided that
         the  Government  does  not  have  greater  rights  in  the  non-subject
         technical data from other contracts, grants, or agreements.

16.4     LITTON AMECOM Rights in Technical Data and Copyright

16.4.1   LITTON  AMECOM shall be the owner of  copyright in works of  authorship
         prepared under this agreement that may be copyrighted  under Title 118,
         U.S. Code.

16.4.2   All rights not granted to the  Government  or STDC in  technical  data,
         whether  subject  data or  non-subject  data,  are  retained  by LITTON
         AMECOM.

16.5     STDC Rights in Subject Technical Data

         LITTON AMECOM shall grant to STDC unlimited rights in subject technical
         data first  developed  under this  contract and not developed at Litton
         private  expense.  Notwithstanding  the rights  hereby  granted to STDC
         under this  provision,  LITTON  AMECOM  will  retain  ownership  of all
         subject technical data.

16.6     STDC Rights in Non-Subject Technical Data

16.6.1   The  parties  agree that the  following  technical  data was or will be
         developed  at  LITTON  AMECOM  private   expense  and  is,   therefore,
         non-subject technical data:
16.6.1.1       All software source code, object code, load modules and
               associated computer files
16.6.1.2       All  software  documentation  including  Software  Requirement
               Specification,  ACS Users  Guide,  but  excluding  the Command
               telemetry documentation and Interface Control Documentation.
16.6.1.3       All hardware drawings, schematics, and parts lists.
16.6.2   With regard to the data described in 16.6.1.1, LITTON AMECOM agrees to
         convey this data to STDC, granting STDC the right to modify any code
         solely for the purpose of correcting any LITTON AMECOM created defect
         And/or use the software to run on STDC System Hardware delivered under
         this subcontract.

<PAGE>

16.6.3   With regard to the data  described in 16.6.1.2 and 16.6.1.3, LITTON
         AMECOM agrees to convey this data to STDC, granting STDC agreement
         purpose rights in it.

16.7     Release From Liability

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

16.8     Lower Tier Agreements

         Whenever any technical data is to be obtained from a  subcontractor  or
         supplier for delivery to the Government  under this  Agreement,  LITTON
         AMECOM  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.

16.9     Use and Non-Disclosure Agreement

         The Government shall not release or disclose technical data outside the
         Government  in which it has  agreement  purpose  rights  unless  LITTON
         AMECOM has given  permission  and the intended  recipient  has signed a
         non-disclosure agreement with LITTON AMECOM.

16.9.1   The original of the Use and Non-Disclosure Agreement is to be provided
         to LITTON AMECOM at:

         LITTON Systems, Inc.
         AMECOM Division
         5115 Calvert Road
         College Park, MD  29740

16.9.2    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

<PAGE>

16.10    Markings

16.10.1  LITTON AMECOM 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.

16.10.2  LITTON  AMECOM  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.  Notwithstanding the requirement that each  page of  printed
         material be marked, copyright notices may be placed on the data in
         accordance with applicable U.S. copyright laws.

16.10.3  The following legends shall be used:

16.10.3.1         (Beginning of Legend)

                  AGREEMENT 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
                  use  in   executing   the   NEMO   program   as   defined   in
                  N00014-98-3-0001,  Article 8, and  STDC-NEMO-98-0009,  Article
                  16. Any  reproduction  of technical  data or portions  thereof
                  marked with this legend must also reproduce the markings.

                  (End of Legend)


16.10.3.2         (Beginning of Legend)

                  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 N00014-98-3-0001, Article 8,
                  and   STDC-NEMO-98-0009,   Article  16.  Any  reproduction  of
                  technical  data or  portions  thereof  marked with this legend
                  must also reproduce the markings.
<PAGE>

--------------------------------------------------------------------------------
17.  WARRANTY
--------------------------------------------------------------------------------

17.1     LITTON  AMECOM  warrants that all goods  furnished  under this contract
         will be free from  defects in material  and  workmanship,  will conform
         with all requirements of this contract and will be free from defects in
         design as performed by Litton.  Any goods  corrected will be covered by
         this warranty.

17.2     If LITTON AMECOM  breaches this  warranty,  STDC may, at no increase in
         contract price, require LITTON AMECOM to promptly repair or replace, at
         LITTON AMECOM's election, defective or non-conforming goods.

17.3     The period of Warranty shall be a period of twenty-four (24) months
         from the date on which the hardware has been delivered and accepted
         provided final acceptance is at LITTON AMECOM at the time of shipment.
         Otherwise  warranty  will be for a period of 24 months after  delivery.
         Any warranty claim must be made within this specified time period.

--------------------------------------------------------------------------------
18.  LIMIATION OF LIABILITY
--------------------------------------------------------------------------------

18.1     STDC agrees that LITTON AMECOM's  total  liability  to  STDC  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
         LITTON AMECOM under the Contract, or under the specific delivery order
         at issue, whichever is less.

18.2     In no event shall either  LITTON  AMECOM or STDC be liable to the other
         for any special,  indirect,  incidental or economic (including, but not
         limited  to  lost  profits  and  lost  business  opportunity)  damages,
         regardless of the legal theory under which such damages are sought, and
         even if the  parties  have  been  advised  of the  possibility  of such
         damages.

18.3     Any claim by STDC against LITTON AMECOM relating to this contract,
         other than in warranty, must be made in writing and presented to LITTON
         AMECOM within one year after the earlier of: (1) the date on which
         STDC accepts the  deliverable at issue; or (2) the date on which LITTON
         AMECOM  completes   performance  of  the  services  specified  in  this
         contract.

--------------------------------------------------------------------------------
19.  RESOLUTION OF DISPUTES AND CHOICE OF LAW
--------------------------------------------------------------------------------

19.1     This Contract shall be governed by and construed  under the laws of the
         Commonwealth  of  Virginia  without  regard to those laws  relating  to
         conflict of laws.

<PAGE>

19.2     Should any disputes or  differences  of any kind arise between STDC and
         LITTON AMECOM, 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.

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

19.4     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.

19.5     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.  STDC  and  LITTON  AMECOM  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.

19.6     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.

--------------------------------------------------------------------------------
20.  SEVERABILITY
--------------------------------------------------------------------------------

20.1     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.


--------------------------------------------------------------------------------
21.  NOTICES
--------------------------------------------------------------------------------

21.1     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.

         LITTON AMECOM                       Space Technology Development Corp.
         ---------------------------------- ------------------------------------
         Litton Systems Inc.                 100 North Pitt Street, Suite 403
         Amecom Division                     Alexandira, Va  22314
         5115 Calvert Road                   Attn.: Ms. Nora Rumpf
         College Park, Maryland 20740-3898
         Attn.: Paul Quattrone

21.2     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.

21.3     Either  party may  change  its  address  or point of  contact by giving
         notice of such change in writing and delivered by  registered  air mail
         or other means confirmed by both parties.

--------------------------------------------------------------------------------
22.  ASSIGNMENT
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
23.  DISCLOSURE AND PROTECTION OF INFORMATION
--------------------------------------------------------------------------------

23.1     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.

23.2     All data provided  during the course of this contract is subject to the
         Non-Disclosure  Agreement  signed by STDC and LITTON AMECOM,  and shall
         become an Exhibit to this contract.

--------------------------------------------------------------------------------
24.  CHANGES
--------------------------------------------------------------------------------

24.1     Either party may, at any time,  request a change or modification to the
         Specification,  Statement  of  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.

<PAGE>

24.2     LITTON AMECOM will advise STDC if a change  requires a modification  to
         the  delivery  schedule  or change in  Contract  price,  in which case,
         LITTON  AMECOM  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.
         LITTON  AMECOM 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.

24.3     LITTON  AMECOM  shall be entitled  to an  equitable  adjustment  in the
         contract  price  and/or  schedule in the event  actions or inactions by
         STDC require LITTON AMECOM to expend  additional  effort to perform the
         work required under this Contract.

--------------------------------------------------------------------------------
25.  TERMINATION FOR CAUSE
--------------------------------------------------------------------------------

25.1     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.

25.2     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)  LITTON AMECOM (1) fails to materially  perform in accordance
                    with the terms of this Contract, which is not remedied
                    within 30 days after actual receipt of written  notice
                    thereof 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) STDC (1) fails to materially perform those actions detailed
                    in the Attachment A, Statement of Work, which are necessary
                    to allow LITTON AMECOM 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 STDC or its partners becomes insolvent or have a
                    bankruptcy petition filed  against either  which  petition
                    neither  STDC  or its  partners are  able to have dismissed
                    within sixty (60) days of such filing, or (5) has a receiver
                    appointed for any reason.

<PAGE>

--------------------------------------------------------------------------------
26.  TERMINATION FOR CONVENIENCE
--------------------------------------------------------------------------------

 26.1    It is mutually  agreed that STDC 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 of a  Termination  for  Convenience,
         Litton will be entitled to an  equitable  relief as  enumerated  by the
         submission of a termination  proposal  consistent  with the  guidelines
         established  under  FAR  52-249-2.  In the  event,  however,  the Other
         Transaction  is  extended,  reorganized,  restructured  or placed under
         another Government contract or subcontract,  to be performed by STDC or
         successor  in  interest,  so that the work to be  performed  by  LITTON
         AMECOM  is  nevertheless  required  by the  Government  although  in an
         extended,   reorganized  or  restructured  form,  LITTON  AMECOM  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.

--------------------------------------------------------------------------------
27.  MODIFICATIONS
--------------------------------------------------------------------------------

27.1     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.

--------------------------------------------------------------------------------
28.  WAVIER
--------------------------------------------------------------------------------

28.1     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.

--------------------------------------------------------------------------------
29.  NEW RELEASES
--------------------------------------------------------------------------------

29.1     Any news  release,  public  announcement,  advertisement  or  publicity
         released by either party concerning this Agreement,  any proposals, any
         resulting  contracts,  or any  subcontracts to be carried out hereunder
         will be subject to prior  approval of the other  party  which  approval
         shall not  unreasonably be withheld,  except that this Contract and the
         terms  thereof  may be made  known  to the  U.S.  Government.  Any such
         publicity shall give due credit to the contribution of each party.

<PAGE>

--------------------------------------------------------------------------------
30.  INCORPORATION BY REFERENCE
--------------------------------------------------------------------------------

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

         Attachment A          Specification
         Attachment B          Statement of Work
         Attachment C          LITTON AMECOM - Key Personnel
         Attachment D          Non-Disclosure Agreement

--------------------------------------------------------------------------------
31.  GOVERNING LAW
--------------------------------------------------------------------------------

31.1     This Contract shall be enforced and  interpreted  under the laws of the
         Commonwealth  of  Virginia,  exclusive  of the  conflict  of laws rules
         thereof.

--------------------------------------------------------------------------------
32.  ENTIRE AGREEMENT AND ORDER OF PRECEDENCE (CLINs 1,2,3,4,5,
     and Opion CLIN 6)
--------------------------------------------------------------------------------

32.1     This document sets forth the entire agreement between the parties as to
         the subject  matter hereof and  supersedes  all prior  discussions  and
         letter  contracts  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.

32.2     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 (Articles 1
               through 32.)
         2)    The Specification (Attachment A)
         3)    The Statement of Work (Attachment B)
         4)    Other attachments, documents, and standards referenced in this
               Contract.

32.3     Delivery  Orders  placed  under  CLIN  6  are  considered   stand-alone
         contracts and are subject to the order of  precedence  clause stated at
         Article 3.4.

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

<PAGE>

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


LITTON SYSTEMS, INC.                         SPACE TECHNOLOGY
AMECOM DIVISION                              DEVELOPMENT CORPORATION


/S/ JOHN C. DONAHUE                           /S/ LENORE M RUMPF
-------------------------------              ---------------------------------
Signature                                    Signature


John C. Donahue                              Lenore M. Rumpf
Vice-President                               Contracts Administration
Name and Title:                              Name and Title:

Date: October 29, 1998                       Date: October 29, 1998

<PAGE>