SALES CONTRACT


                                     BETWEEN


                    SCIENCE APPLICATIONS INTERNATIONAL CORP.

                                       AND

                       SPACE TECHNOLOGY DEVELOPMENT CORP.












                       CONTRACT NUMBER: STDC-98-NEMO-0003
                              Dated: 30 March 1998


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STDC-98-NEMO-0003                                                          Page
                                TABLE OF CONTENTS

1.    RECITALS................................................................1
2.    ABBREVIATIONS AND DEFINITIONS...........................................2
3.    SCOPE; ITEMS TO BE SUPPLIED; DELIVERABLES; PRICES.......................2
4.    TYPE OF CONTRACT........................................................7
5.    EFFECTIVE DATE..........................................................7
6.    SHIPPING AND DELIVERY...................................................7
7.    TITLE AND RISK OF LOSS..................................................8
8.    FORCE MAJEURE...........................................................8
9.    PAYMENT.................................................................9
10.   QUALITY, INSPECTION, TESTING AND ACCEPTANCE............................10
11.   CONFORMITY TO THE SPECIFICATIONS.......................................11
12.   CUSTOMER FURNISHED EQUIPMENT (CFE), MATERIALS, AND DATA................11
13.   RIGHTS IN DATA.........................................................11
14.   PATENTS................................................................15
15.   FOREIGN ACCESS TO TECHNOLOGY...........................................17
16.   MATERIAL SUPPLIERS AND SUBCONTRACTORS..................................19
17.   WARRANTY...............................................................20
18.   DISCLAIMER OF IMPLIED WARRANTIES.......................................20
19.   LIMITATION OF LIABILITY................................................21
20.   INDEMNIFICATION........................................................21
21.   PATENT INFRINGEMENT....................................................22
23.   RESOLUTION OF DISPUTES AND CHOICE OF LAW...............................23
24.   SEVERABILITY...........................................................24
26.   NOTICES................................................................25
30.   DISCLOSURE AND PROTECTION OF INFORMATION...............................26
31.   CHANGES................................................................26
32.   TERMINATION FOR CAUSE..................................................27
33.   TERMINATION FOR CONVENIENCE............................................27
34.   SALES TAXES............................................................28
35.   MODIFICATIONS..........................................................28
36.   WAIVER.................................................................28
38.   INCORPORATION BY REFERENCE.............................................28
40.   ENTIRE AGREEMENT AND ORDER OF PRECEDENCE...............................29

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STDC-98-NEMO-0003                                                        Page 1


    Sales Contract for the Design, Fabrication, Test and Delivery of a Sensor
             Imaging Payload for the Navy EarthMap Observer Program

THIS SALES CONTRACT FOR THE DESIGN,  FABRICATION,  TEST AND DELIVERY OF A SENSOR
IMAGING PAYLOAD (hereinafter  referred to as the "Contract") is made and entered
into this 30 day of March,  1998,  (hereinafter  referred  to as the  "Effective
Date") by and between  Space  Technology  Development  Corporation  (hereinafter
referred  to as "STDC" or the  "Buyer"),  a  Virginia  Corporation,  having  its
offices at 100 North Pitt Street, Suite 403,  Alexandria,  VA 22314, and Science
Applications  International  Corporation  (hereinafter  referred to as "SAIC" or
"Seller"),  a Delaware  Corporation,  having its offices at 16701 West  Bernardo
Drive, San Diego, CA 92127.

1.       RECITALS

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

WHEREAS,  Buyer has a requirement for the design,  development and delivery of a
sensor imaging payload to be used on the Navy EarthMap Observer;

WHEREAS,  Seller and Seller's  subcontractors have developed certain proprietary
technology  which Seller has agreed to implement in the form of a sensor imaging
payload;

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

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


2.       ABBREVIATIONS AND DEFINITIONS

2.1      CFE - Customer Furnished Equipment (equipment provided to Seller by
         Buyer).

2.2      COIS - Coastal Ocean Imaging Spectrometer

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

2.4      FAT - Factory Acceptance Test

2.5      FPA - Focal Plane Array

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2.6      GSE - Ground Support Equipment

2.7      PIC - Panchromatic Imaging Camera

2.8      SIP - Sensor Imaging Payload

2.9      SWIR Sensor - Short  Wave Infrared Sensor

2.10     DAC - Days after Contract Effective Date

2.11     MAC - Months after Contract Effective Date

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

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

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

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

3.       SCOPE; ITEMS TO BE SUPPLIED; DELIVERABLES; PRICES

         Contract  Line Items (CLIN) 1 and 2 shall be  authorized at the time of
         contract award. CLIN 3 is an option that may be exercised  unilaterally
         by the Buyer as specified in paragraph 3.3 below.  CLINs 1A, 1B, 1C, 2A
         and 3A are  undefinitized  options  that may be  exercised  upon mutual
         agreement by both parties.

3.1      Contract Line Item 1 (CLIN 1)
3.1.1    The Seller  shall  design,  fabricate  and test one  Engineering  Model
         Sensor Imaging  Payload  (SIP),  which will be retained at the Seller's
         facility.  The Seller  shall  design,  fabricate,  test and deliver one
         Protoflight  Model SIP. The Engineering Model SIP and Protoflight Model
         SIP shall be designed and  fabricated in accordance  with paragraph 3.1
         through 3.1.5 of Attachment A, "Statement of Work".

3.1.2    Seller shall  conduct a Preliminary  Design Review and Critical  Design
         Review for the Buyer by the date set forth in Clause 6, "Schedule",  of
         this Contract.

3.1.3    Seller shall perform a Factory Acceptance Test of the Protoflight Model
         SIP  as  stipulated  in  paragraphs  3.1.4  and  3.9 of  Attachment  A,
         "Statement  of Work" by the date set forth in Clause 6,  "Schedule"  of
         this Contract.

3.1.4    Upon successful  completion of the Factory Acceptance Test (FAT) of the
         Protoflight Model SIP, the Seller shall prepare the SIP for shipment to
         the Buyer's facilities. The Protoflight Model SIP shall be delivered to
         the Buyer in accordance with Clause 6, Shipping and Delivery.

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3.1.5    The  Seller  shall  design,  fabricate  and  deliver  one set of GSE to
         operate  and  test  the  SIP in  accordance  with  paragraph  3.1.3  of
         Attachment A, "Statement of Work".  Upon  successful  completion of the
         FAT for the GSE, the GSE shall be delivered to the Buyer in  accordance
         with Clause 6, Shipping and Delivery.

3.1.6    The Seller shall deliver the items on the Seller Data Requirements List
         (SDRL),  in accordance with paragraph 3.5.5 of Attachment A, "Statement
         of Work".  All reports  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
                  Attn: Nora Rumpf

3.1.6.1  Upon  completion  and  approval by the Buyer of the  Interface  Control
         Document (SDRL C006) it shall be  incorporated  into the contract.  The
         Buyer shall be the custodian of the Interface Control Document.


3.1.7    The total Firm Fixed Price for Contract Line Item 1 is $7,221,602.

3.2      Contract Line Item 2 (CLIN 2)

3.2.1    The  Seller  shall  design  and   fabricate   the  SWIR   spectrometer,
         cryocooler,  and SWIR and cryocooler  electronics  for the  Engineering
         Model SIP and Protoflight  Model SIP in accordance with paragraph 3.2.1
         of Attachment A,  "Statement of Work".  In the event Optional CLIN 3 is
         not exercised, this hardware will be tested as components in accordance
         with paragraph 3.9 of Attachment A, "Statement of Work",  this hardware
         will not be  integrated  into the SIP and it shall be  delivered to the
         Buyer.

3.2.2    The total Firm Fixed Price for Contract Line Item 2 is $1,208,820.

3.3      Optional Contract Line Item 3 (Clin 3)  SWIR Integration

3.3.1    The Buyer acknowledges that the Seller is designing, developing and
         fabricating two Prototype Model SWIR Sensors which are to meet the
         specifications in the "Navy EarthMap Observer (NEMO) Sensor Imaging
         Payload (SIP) System Specification (SSS)", Document Number SSD-S-NE001,
         dated 2 March 1998, under a separate Contract between the Buyer and
         Seller.  The Buyer acknowledges that the Seller may not be able to
         complete this effort on schedule and/or that the Protoflight SWIR
         Sensor may not meet the specifications in the "Navy EarthMap Observer
         (NEMO) Sensor Imaging Payload (SIP) System Specification (SSS)",
         Document Number SSD-S-NE001, dated 2 March  1998.  However, the Buyer
         desires to have the following option:

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                  1)  Integrating  the  Protoflight  SWIR FPA and Dewar Assembly
                      into the Protoflight  SIP along with the Protoflight  SWIR
                      spectrometer, cryocooler, and electronics fabricated under
                      CLIN 2 (paragraph 3.2) above.  The  requirements  for this
                      integration  effort are  stipulated in paragraph  3.3.1 of
                      Attachment A, "Statement of Work"; and

                  2)  Performing  a FAT on the  Protoflight  Model SIP COIS SWIR
                      channel  which  includes  the  SWIR  Sensor  and the  SWIR
                      spectrometer,  cryocooler and electronics as stipulated in
                      paragraph 3.9 of Attachment A, "Statement of Work", by the
                      date set forth in Clause 6, "Schedule", of this Contract.

3.3.2 This Optional CLIN 3 may be  unilaterally  exercised by the Buyer provided
that

1)       the Protoflight SWIR Sensor is available for integration no later than
         15 months after the Effective Date of this Contract; and


2)       the SWIR Sensor meets the specifications in the "Navy EarthMap Observer
         (NEMO) Sensor  Imaging  Payload (SIP) System Specification (SSS)",
         Document Number SSD-S-NE001, dated 2 March 1998

3.3.3    In the event the SWIR Sensor is not  available  by 15 months  after the
         Effective  date  of  this  Contract  or  it  is  nonconforming  to  the
         specification  cited in  paragraph  3.3.2  above,  and Buyer  wishes to
         exercise  the  option  for CLIN 3, the  Buyer  expressly  agrees  that,
         notwithstanding the fact that the SWIR Sensor is being fabricated under
         a separate Contract between the Buyer and the Seller,  the Seller shall
         be entitled to an equitable  adjustment in  accordance  with Clause 28,
         "Changes" of this Contract.  In this event, the parties shall negotiate
         such equitable adjustment prior to exercising the option.

3.3.4    The total Firm Fixed Price for Contract Line Item 3 is $72,893.

3.4      Optional Contract Line Item 1A (Optional CLIN 1A) - Engineering Model
         Refurbishment

3.4.1    The Seller shall refurbish the Engineering Model SIP in accordance with
         paragraph  3.1.7 of Attachment A,  "Statement of Work",  which has been
         retained at the Seller's facility. The Engineering Model SIP shall then
         be  shipped  to NRL's  PCF  between  16 and 20  months  after  award of
         contract to support four to eight weeks of testing.  At the end of this
         testing the Engineering Model SIP shall be returned to the Seller.

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

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3.5      Optional Contract Line Item 1B (Optional CLIN 1B) - Second Engineering
         Model SIP

3.5.1    The Seller  shall  fabricate,  test,  and deliver a second  Engineering
         Model  SIP  in  accordance   with  paragraph  3.1.8  of  Attachment  A,
         "Statement of Work".  The Seller shall design,  fabricate,  and deliver
         GSE with the Engineering Model to NRL's PCF.

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

3.6      Optional Contract Line Item 1C (Optional CLIN 1C) - SIP Command,
         Telemetry, and Data Interface Simulator

3.6.1    The  Seller  shall  design,  fabricate,  and  deliver a  high-fidelity,
         interactive  SIP Command,  Telemetry,  and Data Interface  Simulator in
         accordance with paragraph 3.1.9 of Attachment A, "Statement of Work".

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

3.7      Optional Contract Line Item 2A (Optional CLIN 2A) - Second SWIR

3.7.1    The Seller  shall  fabricate,  test,  and  deliver an  additional  SWIR
         spectrometer,  cryocooler,  and electronics for the second  Engineering
         Model SIP to be delivered  to NRL's PCF in  accordance  with  paragraph
         3.2.2 of Attachment A, "Statement of Work".

3.7.2    This is an  unpriced  option.  This  option  may only be  exercised  if
         Optional CLIN 1A or Optional CLIN 1B have been negotiated and exercised
         in accordance with this Contract.  The Buyer shall notify the Seller of
         its intent to exercise  this option in writing no later than 10 working
         days after CDR  requesting a proposal  for the effort.  This option may
         only be  exercised  by  mutual  agreement  of the  parties  on the work
         required,  price,  schedule and other terms. This work may be performed
         on a basis other than Firm Fixed Price. In no event shall the Seller be
         required to start work on this option until  negotiations are completed
         and the Contract is modified to exercise this option.

<PAGE>

3.8      Optional Contract Line Item 3A (Optional CLIN 3A) - Option for Second
         SWIR Integration

3.8.1    The Seller  shall  integrate a second SWIR  Sensor in  accordance  with
         paragraph 3.3.2 of Attachment A, (developed under another contract) and
         the SWIR spectrometer,  cryocooler,  and electronics (Optional CLIN 2A)
         into the Engineering Model SIP required in Optional CLIN 1B.

3.8.2    This is an  unpriced  option.  This  option  may only be  exercised  if
         Optional CLIN 1B and Optional CLIN 2A are  negotiated  and exercised in
         accordance with this Contract. The Buyer shall notify the Seller of its
         intent to exercise this option in writing no later than 10 working days
         after CDR requesting a proposal for the effort. This option may only be
         exercised  by mutual  agreement  of the  parties on the work  required,
         price,  schedule and other terms. This work may be performed on a basis
         other than Firm Fixed  Price.  In no event shall the Seller be required
         to start work on this option until  negotiations  are completed and the
         Contract is modified to exercise this option.

3.9      Optional Contract Line Item 4A - Option for Retest

3.9.1    If the  Protoflight  SIP  fails the test for  Conducted  Susceptibility
         required by Paragraph  3.3.2 of  Attachment  B, the Seller shall modify
         and retest the Protoflight SIP to pass the test.

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

4.       TYPE OF CONTRACT

         Except as set forth in Clause 31, "Sales  Taxes",  Seller shall perform
         the services  and deliver the items set forth in this  Contract for the
         agreed  upon fixed  price for each  contract  line item as set forth in
         Clause 3, Scope;  Items to be  supplied;  Deliverables;  Prices.  These
         prices may be revised from time to time at the mutual  agreement of the
         parties as provided for elsewhere in this Contract.

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 are expressed in terms of "Months After Contract, (MAC)"
         or "Days After Contract, (DAC)".

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

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6.       SHIPPING AND DELIVERY

6.1      Shipping Instructions and Delivery Terms:

6.1.1    All items  shall be  delivered  by the  Seller FOB  Seller's  Facility.
         Delivery  terms shall be  interpreted  in  accordance  with the Uniform
         Commercial  Code as adopted by the State of  California.  All equipment
         shall be prepared for shipment and packaged in accordance with Seller's
         standards for air ride van.
         Shipments shall be marked for as directed by the Buyer.

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

6.2      Schedule

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

Milestone                              Completion/Shipment Date
-------------------------------------- -----------------------------------------
Preliminary Design Review              No later than April 23, 1998
-------------------------------------- -----------------------------------------
Critical Design Review                 No later than 5 MAC
-------------------------------------- -----------------------------------------
Shipment of GSE (CLIN 1)               No later than 21.5 MAC
-------------------------------------- -----------------------------------------
Shipment of Protoflight SIP (CLIN 1)   No later than 21.5 MAC
-------------------------------------- -----------------------------------------

6.2.2    The delivery  schedule set forth in paragraph  6.2.1 above reflects the
         only  delivery  dates which the Seller is  obligated to meet during the
         performance of this Contract. All other dates including those contained
         in SDRL C002 are informational and are not contractually  binding.  The
         Seller may  deliver  any and all items  prior to the dates set forth in
         paragraph 6.2.1.

7.       TITLE AND RISK OF LOSS

7.1      Risk of loss of all items  shall be  transferred  from  Seller to Buyer
         upon delivery as specified in Article 6,  "Shipping and  Delivery",  as
         governed by the Uniform Commercial Code.

7.2      Title of each item to be delivered by Seller under this Contract  shall
         be transferred  from Seller to Buyer upon  completion of the all of the
         following:  1)acceptance  of each item, 2) shipment of each item and 3)
         receipt by Seller of payments set forth in Clause 9, "Payment".

 7.3     Prior to  transfer of title,  the items  shall not be used,  installed,
         handled  or  maintained  by any  party  other  than  Seller,  except as
         expressly authorized in writing by Seller's authorized  representative.
         The  beneficial  use or  operation  of the  system by the  Buyer  shall
         constitute final acceptance by the Buyer, notwithstanding the status of
         any testing as set forth in Clause 10 , "Quality,  Inspection,  Testing
         and Acceptance".

<PAGE>

8.       FORCE MAJEURE

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

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

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

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

9.       PAYMENT

9.1      The Buyer agrees to make  payments to Seller for work  performed  under
         this  Contract  in  accordance  with  the  Milestone  Payment  Schedule
         contained  in  Attachment  E  of  this   Contract.   The  Seller  shall
         demonstrate successful completion of the milestone events on Attachment
         E in Seller's  monthly  report to Buyer before such payment can or will
         be made.

9.2      In the event Seller completes the work required for any CLIN before all
         milestone  billings for that CLIN have been  submitted,  the Seller may
         submit  a final  invoice  for  that  CLIN in the  total  amount  of the
         remaining amount due for that CLIN.

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

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

<PAGE>


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

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

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


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

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

9.9      Payments  shall be made  immediately  to Seller from the escrow account
         upon receipt of Government funds and demonstration  that the Seller has
         successfully completed a milestone to the satisfaction of the Buyer. In
         the event that  invoices  are not paid or the escrow  account  does not
         contain  sufficient  funds to make such  payment,  Seller  reserves the
         right to suspend  performance under the Contract and the Contract price
         and schedule  shall be equitably  adjusted for any increase in costs or
         schedule  delays.  This  paragraph  in no  way  relieves  Buyer  of the
         ultimate  responsibility  to pay Seller for all work  considered  to be
         allowable and allocable to this contract.

10.      QUALITY, INSPECTION, TESTING AND ACCEPTANCE

10.1     Testing and Acceptance:

<PAGE>

10.1.1   The sole and complete  acceptance criteria for each Contract Line Items
         is set forth in Attachment C,  "Acceptance  Criteria" of this Contract.
         The items delivered under this Contract shall undergo  acceptance tests
         as set forth in the paragraph 3.9 of Attachment A,  "Statement of Work"
         to demonstrate  compliance  with the appropriate  acceptance  criteria.
         Upon the successful completion of the FAT the SIP shall be packaged and
         delivered to the Buyer's designated site.

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

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

11.      CONFORMITY TO THE SPECIFICATIONS

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

11.2     Minor deviations (i.e.  deviations which do not impact the form, fit or
         functionality  of the  item)  shall  not  be  considered  a  deficiency
         requiring  correction  by the Seller and will be  accepted by the Buyer
         upon  completion  of the  acceptance  testing  set forth in Clause  10,
         "Quality, Inspection, Testing and Acceptance".

12.      CUSTOMER FURNISHED EQUIPMENT (CFE), MATERIALS, AND DATA

12.1     The Buyer  agrees to make  available to Seller,  at Seller's  facility,
         free of charge,  the items listed in paragraph  4,  Customer  Furnished
         Equipment,  of  Attachment  A,  "Statement  of Work".  All items  shall
         conform to the  interface  control  documents  defined at the  Critical
         Design  Review and shall be delivered to Seller no later than the times
         shown in paragraph 4, Customer  Furnished  Equipment,  of Attachment A,
         "Statement of Work".

12.2     In the  event  the  CFE  listed  in  paragraph  4,  Customer  Furnished
         Equipment  of   Attachment  A,   "Statement  of  Work".   are  late  or
         nonconforming,  the Seller shall be entitled to an equitable adjustment
         to the schedule and price of the line items in this  Contract  that are
         affected by such late delivery or delivery of  nonconforming  items. In
         this event,  the parties shall negotiate in good faith to determine the
         schedule and price adjustment.

<PAGE>

12.5     Buyer  expressly  understands  and agrees that risk of loss of Customer
         Furnished Equipment shall remain with Buyer.

12.6     Seller shall  annually  submit an  inventory  of CFE in their  custody,
         which was provided to Seller for use under this Contract,  to the Buyer
         and  to any  identified  Government  property  administrator.  A  final
         inventory of such CFE is due by the Contract  expiration date. It is to
         be submitted  to the Buyer for purposes of Contract  closeout and final
         property disposition and records reconciliation.

13.      RIGHTS IN DATA

Rights in Technical Data (including Computer Software)

13.1     Definitions

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

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

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

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

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

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

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

<PAGE>

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

13.2     Government Rights in Subject Technical Data and Copyright

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

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

13.3     Government and Buyer Rights in Non-Subject Technical Data

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

13.4     Seller Rights in Technical Data and Copyright

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

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

13.5     Release From Liability
         Seller  agrees to release the Buyer from  liability  for any release or
         disclosure of Technical Data made in accordance  with Article 2.7.7 and
         to seek relief solely from the party who has improperly used, modified,
         reproduced,  released,  performed,  displayed, or disclosed Seller data
         marked with restrictive legends.

<PAGE>

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

13.7     Use and Non-Disclosure Agreement
         The Buyer and the  Government  shall not release or disclose  Technical
         Data  outside  the  Government  or the Buyer in which it has  Agreement
         Purpose  Rights  unless  Seller has given  permission  and the intended
         recipient has signed a  non-disclosure  agreement  with Seller,  in the
         form prescribed at Attachment F of this Contract.

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

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

13.7.2   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

13.8     Markings

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

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

13.8.3 The following legends shall be used:

<PAGE>

13.8.3.1          (Beginning of Legend)

                  AGREEMENT PURPOSE RIGHTS

                  Contract Number
                  Contractor Name
                  Contractor Address

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

                  (End of Legend)

13.8.3.2 (Beginning of Legend)

                  GOVERNMENT PURPOSE RIGHTS

                  Contract Number
                  Contractor Name
                  Contractor Address

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

                  (End of Legend)

13.8     The following  technical data and/or  software used in whole or in part
         under this  Contract  is based on  pre-existing  technical  data and/or
         software   which  has  been  adapted,   modified  or  enhanced   during
         performance  of this Contract and is considered  Non-Subject  Technical
         Data under this Contract:

         a.       Sunpower:  M77 Cryocooler, Counterbalancer, and Electronics
                  Design/Patents.
         b.       Sarnoff:  VCCD1024H CCD Sensor Design/Patents.
         c.       Rockwell:  1024 x 1024 HgCdTe FPA with multiport readout
                  Designs/Patents.
         d.       Dalsa:  IL-T4-6000 Tri-TDI Sensor Designs/Patents; CL-T3-2048A
                  -STDL and CL-E2-2048A Camera Designs/Patents.
         e.       Photometrics:  CCD Camera Circuitry Designs/Patents.
         f.       Ruda  &  Associates,  Inc.:  Optical  Design,  Alignment,  and
                  Analysis Tools and Techniques;  Optical  Component  Mechanical
                  Mount Designs/Patents.
         g.       DSI:  Thin Film Deposition Design Tools and Deposition
                  Techniques.
         h.       PixelVision/Specim: ImSpector Spectrometer/Prism-Grating-Prism
                  Component Designs/Patents.
        i.        ICC: Type II Dewar Assembly Design, Design Details, and
                  Patents

<PAGE>

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

14.      PATENTS

14.1     Definitions

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

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

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

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

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

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

<PAGE>

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

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

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

14.6     Seller shall include this provision,  suitably modified to idnetify the
         Parties,  in all subcontracts or lower tier  agreements,  regardless of
         tier.
15.      FOREIGN ACCESS TO TECHNOLOGY

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

15.1     Definitions

<PAGE>

15.1.1   "Foreign Firm or Institution" means a firm or institution  organized or
         existing under the laws of a country other than the United States,  its
         territories,  or possessions.  The term includes,  for purposes of this
         Contract,  any agency or instrumentality of a foreign  Government;  and
         firms,  institutions  or  business  organizations  which  are  owned or
         substantially controlled by foreign Governments,  firms,  institutions,
         or individuals.

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

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

15.2     General
         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.)

         The Parties further agree that the provisions of this Article do not
         apply to  Non-Subject  Technical as defined in paragraph 13.8 of this
         Contract.

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

15.3.1   In order to  promote  the  national  security  interests  of the United
         States and to effectuate  the policies  that  underlie the  regulations
         cited above, the procedures stated in subparagraphs 15.3.2, 15.3.3, and
         15.3.4 below shall apply to any transfer of Technology. For purposes of
         this paragraph, a transfer includes a sale of the company, and sales or
         licensing of Technology. Transfers do not include:

         a.   sales of products, images or components, or
         b.   licenses of software or documentation related to sales of products
              or  components,  or
         c.   transfer  to  foreign  subsidiaries  of  SELLER participants  for
              purposes  related to this  Contract,  or

<PAGE>

          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.

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

15.3.3   In any event, Seller shall provide written notice to the Buyer 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 Buyer's written notification, the Grants
         Officer shall advise Buyer whether it consents to the proposed transfer
         and Buyer will then notify Seller 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, Seller may
         utilize normal Claims, Disputes, and Appeals procedures.  No transfer
         shall take place until a decision is rendered.

15.3.4   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,  Seller shall (a) refund to the Government  funds paid
         for the  development of the Technology and (b) negotiate a license with
         the Government to the Technology  under terms that are reasonable under
         the circumstances.

15.3.5   Lower Tier Agreements

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


16.      MATERIAL SUPPLIERS AND SUBCONTRACTORS

         Seller's  price  as  stated  in  this  Contract  is  based  in  part on
         purchasing the following items from the suppliers indicated below:

         CLIN No. Item                       Supplier            Baseline Price
         CLIN 1   VNIR Spectrographs         Pixel Vision           $88,000
         CLIN 2   Sunpower M77 Cryocooler    Sun Power, Inc.        $248,000
         CLIN 2   SWIR Spectograph           Pixel Vision           $102,000

<PAGE>

         In the event Seller can not purchase these items from the sources shown
         above and Seller must  identify  and use  alternate  sources of supply,
         Seller and STDC will negotiate an equitable adjustment to the price for
         the affected CLIN based upon the baseline price above.

17.      WARRANTY

17.1     General. All warranties is extended to Seller by Seller's vendors shall
         be assigned to the Buyer.

17.2     Year 2000 Warranty

17.2.1   Seller warrants that the Ground Support Equipment required by paragraph
         3.1.5 of this Contract developed by Seller and delivered under this
         Contract shall be able to accurately process dates between the
         twentieth and twenty-first centuries, in either direction, when used in
         its original and unmodified condition and in accordance with the item
         documentation provided by Seller (including but not limited to the
         interface specification, if any), provided that all items (e.g.,
         hardware, software, firmware) used in combination with Seller-delivered
         items properly exchange unambiguous and Year 2000 compliant date data
         (in a format agreed to between the parties and described in the
         Statement of Work) with the Seller-delivered items.  If the Contract
         requires that specific deliverable items must perform as a system in
         accordance with the foregoing warranty, then that warranty shall apply
         only to those items developed and delivered by Seller as a system.

17.2.2   SAIC shall  repair or  replace  the Ground  Support  Equipment,  at its
         option,  whose  non-compliance is discovered and made known by Buyer to
         Seller in writing within ninety (90) days after the Buyer's  acceptance
         of the non-compliant  item. Nothing in this warranty shall be construed
         to limit any rights or remedies the Buyer may otherwise have under this
         Contract with respect to defects other than Year 2000 performance.

17.2.3   As to any hardware,  software,  or firmware delivered but not developed
         by Seller under this  Contract,  Seller shall,  to the extent  normally
         permitted by the manufacturer,  pass through and assign to the Customer
         all of manufacturer's standard warranties, if any, including warranties
         regarding Year 2000 compliance, but Seller shall not have any liability
         or  responsibility  with respect  thereto.  Seller  provides no further
         warranty,  express or implied,  regarding the Year 2000  performance of
         any third-party products.

17.2.4   Notwithstanding  any  contrary  provision  elsewhere  in this  Contract
         (including  exhibits  and  attachments),  the  above  warranty  is  the
         exclusive   warranty  provided  by  SAIC  with  respect  to  Year  2000
         compliance  or  functionality,  and  shall  take  precedence  over  any
         inconsistent provisions.


18.      DISCLAIMER OF IMPLIED WARRANTIES

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

<PAGE>

19.      LIMITATION OF LIABILITY

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

19.2     In no event shall either Seller or Buyer be liable to the other for any
         special, indirect, incidental,  consequential,  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.

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

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

20.      INDEMNIFICATION

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

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

<PAGE>

21.      PATENT INFRINGEMENT

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

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

22.      SECURITY

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

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

22.3     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.

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

23.      RESOLUTION OF DISPUTES AND CHOICE OF LAW

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

<PAGE>

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

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

23.4     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.

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

23.6     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.

24.      SEVERABILITY

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

<PAGE>

25.      ENVIRONMENTAL LIABILITY

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

26.      NOTICES

26.1     All   notices,   certificates,   acknowledgments   and  other   reports
         hereinunder 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.

         ----------------------------------- -----------------------------------
         Science Applications International   Space Technology Development Corp.
         Corporation
         ----------------------------------- -----------------------------------
         16701 West Bernardo Drive           100 North Pitt Street, Suite 403
         San Diego, CA  92127                Alexandria, VA  22314
         Attn.: Ms. Elise Heitmeyer          Attn.: Nora Rumpf
         ----------------------------------- -----------------------------------

         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.

<PAGE>

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

27.      INVENTION REPORTS

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

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

28.      BENEFITS REPORTS

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

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

29.      ASSIGNMENT

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

30.      DISCLOSURE AND PROTECTION OF INFORMATION

30.1     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 F, Non-Disclosure Agreement.

<PAGE>

31.      CHANGES

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

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

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

32.      TERMINATION FOR CAUSE.

32.1     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.

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

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

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

33.      TERMINATION FOR CONVENIENCE

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

34.      SALES TAXES

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

35.      MODIFICATIONS

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

36.      WAIVER

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


<PAGE>

37.      NEWS RELEASES

         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.

38.      INCORPORATION BY REFERENCE

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

         Attachment A    Statement of Work for the Sensor Imaging Payload System
                         dated 16 March 1998.

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

         Attachment C    Acceptance Criteria

         Attachment D    Certificate of Compliance

         Attachment E    Milestone Payment Schedule

         Attachment F    Non-Disclosure Agreement Between Buyer and Seller dated
                         August 11, 1997


39.      GOVERNING LAW

         This Contract shall be enforced and  interpreted  under the laws of the
 State of California, exclusive of the conflict of laws rules thereof.


40.      ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

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

<PAGE>

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

         1)    Contract Terms and Conditions contained herein
         2)    Acceptance Criteria (Attachment C)
         3)    Statement of Work of this Contract (Attachment A).
         4)    Navy EarthMap  Observer  (NEMO) Sensor  Imaging  Payload (SIP)
               System Specification,  Document No. SSD-S-NE001, dated 2 March
               1998 (Attachment B)
         5)    Other documents and standards referenced in this Contract.

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

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


SCIENCE APPLICATIONS                    SPACE TECHNOLOGY
INTERNATIONAL CORPORATION               DEVELOPMENT CORPORATION

/s/ Elise Heitmeyer                     /s/ Lenore M Rumpf
-------------------------------         ----------------------------
Signature                               Signature

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

Date: 3/30/98                           Date: 3/30/00