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                                TEAMING AGREEMENT

                   AGREEMENT made this 18th day of March, 1997

                                 BY AND BETWEEN

                           ICF Kaiser Engineers, Inc.
                                **("Team Leader")
                                1086 17th Street
                              Los Alamos, NM 87644

                                       AND

            Advanced Sciences, Inc. (ASI) (Hereinafter "Team Member")

                         2340 Menaul Blvd. NE Suite 400

                              Albuquerque, NM 87107


Concerns the submission of a proposal to the below listed Client in response to
Client's Request for Proposal (hereinafter "RFP"):

                    CLIENT: Los Alamos National Laboratories

                            RFP NO.: ER Recompete


WHEREAS, the Client has issued an RFP for certain work (hereinafter the
"Project"); and

WHEREAS, the parties hereto intend that the Team Leader will submit a proposal
in response to the RFP (hereinafter the "Proposal"); and

WHEREAS, the parties have complementary Capabilities not available within their
respective organizations, and having assessed the capabilities of other firms
have concluded that it is to their mutual benefit to act as a team solely for
the purpose of preparing and submitting the Proposal for the Project; and

WHEREAS, the Team Leader, if it received the contract award, would be
responsible for the Project and would contemplate subcontracting portions of the
Project to other firms, including Team Member with the objective of providing
ASI with 5-6 FTE's of revenue annually subject to program funding and ASI
performance.

NOW, THEREFORE, to effectuate the foregoing, In consideration of the mutual
covenants and agreements herein set forth, the receipt and sufficiency of which
are hereby acknowledged, Team Leader and Member agree as follows:


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1     PROPOSAL PREPARATION

       1.1        Team Member shall submit to Team Leader all appropriate
                  technical and business data and information concerning its
                  proposed portion of the Project, including reasonable cost or
                  pricing data, for use in preparation of the Proposal in
                  accordance with the schedule set forth in Annex A. attached
                  hereto and incorporated herein by reference. Team Member shall
                  make available appropriate and high-quality personnel to
                  provide reasonable assistance to Team Leader in the
                  preparation of the Proposal as directed by Team Leader.

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       1.2        Team Leader will prepare the Proposal, integrate the
                  information provided by the Team Member and submit the
                  Proposal to the Client. Team Leader will include the Team
                  Member's price for its proposed portion of the Project in the
                  Proposal Team Leader shall have the final right to determine
                  the technical contents of the Proposal, however, Team Member
                  may review its portion of the Proposal prior to submittal.

       1.3        Team Leader shall identify Team Member as a proposed Teaming
                  subcontractor and describe Team Member's Project
                  responsibilities in the Proposal.

       1.4        Team Leader shall be the prime interface with the Client and
                  shall direct and coordinate all marketing activity related to
                  the Project. If communications are initiated by the Client
                  directly with Team Member concerning the Project, Team Member
                  shall use its best efforts to refer such communications to
                  Team Leader or, if referral is not possible, to coordinate
                  with Team Leader prior to answering such communications.

2      RELATIONSHIP OF THE PARTIES

       2.1        This Agreement has been entered into solely for the benefit of
                  the parties hereto and is not intended to create an interest
                  in any third party.

       2.2        The parties shall act as independent contractors in the
                  performance of this Agreement. Neither party shall act as
                  agent for or partner of the other party for any purpose
                  whatsoever, and the employees of one party shall not be deemed
                  the employees of the other party. Nothing in this Agreement
                  shall be construed to grant either party the right to make
                  commitments of any kind for or on behalf of the other party
                  without prior written consent of the other party.

       2.3        This Agreement shall not constitute, create, or in any way be
                  interpreted as a joint venture, partnership or formal business
                  organization of any kind.

       2.4        Except for the compensation which may be paid to the parties
                  in accordance with any such prime contract and subcontract,
                  each party shall bear all of its own expenses and liabilities
                  incurred in connection with this Agreement, including Proposal
                  expenses.

       2.5        No publicity or advertising regarding any proposal or contract
                  under the Project or relating to this Agreement shall be
                  released without the prior written approval of Team Leader,
                  which consent will not be unreasonably withheld.

       2.6        To preserve the integrity of the Project and promote the free
                  flow of information between the parties so as to maximize the
                  potential for success of the Proposal, Team Member shall not,
                  during the term of this Agreement, as prime contractor,
                  subcontractor, or in any other capacity, submit any other
                  proposal in response to the RFP.

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3      PERFORMANCE

       3.1        In the event of contract award to Team Leader, the parties
                  hereto shall immediately commence good faith negotiations of a
                  subcontract based substantially on the terms and conditions
                  set forth in Annex B, attached hereto and incorporated herein
                  by reference, and consistent with the terms of this Agreement,
                  encompassing Team Member's proposed portion of the Project and
                  consistent with the requirements of the prime contract.
                  Subject to the requirements of the prime contract with the
                  Client, applicable laws and regulations, agreement on other
                  terms and conditions, and, if required by the prime contract,
                  approval of the Contracting Officer, the parties will enter
                  into the subcontract.

       3.2        The specific work to be performed by Team Member will be
                  defined in the subcontract and/or in task orders issued
                  thereunder by Team Leader and accepted by Team Member from
                  time to time. Annex C, attached hereto and incorporated herein
                  by reference, describes basic responsibilities and
                  understandings of the parties relating to the anticipated
                  allocation of work under this Agreement.

       3.3        Any subcontract entered into as contemplated herein shall
                  include, among other appropriate provisions, those provisions
                  of the prime contract between the Team Leader and the Client
                  which by its terms are required to be flowed down to the Team
                  Member. Team Member will advise Team Leader in writing as soon
                  as possible after execution of this Agreement, but in any
                  event, prior to Subcontractor's submission of its portion of
                  the Proposal, of any clauses or provisions of the RFP to which
                  Team Member takes exception. Any clauses or provisions to
                  which exception is not taken may be included in the
                  subcontract if flow down is required or appropriate.


4      PROPRIETARY INFORMATION

       4.1        The parties anticipate that it may be necessary to provide
                  access to information of a proprietary nature ("Proprietary
                  Information") to each other pursuant to this Agreement in
                  preparation of the Proposal and/or performance of the Project.
                  Information that is proprietary shall be clearly identified or
                  labeled is such by the disclosing party at the time of
                  disclosure to the extent possible. When concurrent
                  identification of proprietary information is not feasible, the
                  disclosing party shall provide such identification promptly
                  thereafter.

       4.2        The parties agree that the asserted Proprietary Information
                  disclosed under this Agreement derives independent economic
                  value, actual or potential, from not being generally known to,
                  and not being readily ascertainable through proper means, by
                  other persons who can obtain economic value from its
                  disclosure or use.

       4.3        Each of the parties agrees that it will hold such proprietary
                  information confidential in the same manner as it holds its
                  own proprietary information of like kind. Disclosures of such
                  information shall be restricted to the Client and those
                  individuals who are directly participating in preparation of
                  the Proposal and other work related to the Project.

       4.4        Neither party shall be liable for disclosure or use of such
                  information marked as proprietary which:

                  4.4.1    was at the time of receipt otherwise known to the
                           party receiving it;

                  4.4.2    has been published or is otherwise within the public
                           knowledge or is generally known to the public at the
                           time of its disclosure to the receiving party;

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                  4.4.3    subsequently is developed independently by the
                           receiving party or by persons having nothing to do
                           with the subject Proposal;

                  4.4.4    becomes known or available to the receiving party
                           from a source other than the disclosing party without
                           breach of this Agreement by the recipient;

                  4.4.5    becomes part of the public domain without breach of
                           this Agreement by the recipient;

                  4.4.6    becomes available to the receiving party by
                           inspection or analysis of products available in the
                           market;

                  4.4.7    is disclosed with the prior written approval of the
                           other party; or

                  4.4.8    was exchanged and five years have subsequently
                           elapsed.

       4.5        Neither the execution of this Agreement, nor the furnishing of
                  any proprietary information by either party shall be construed
                  as granting to the other party expressly, by implication, by
                  estoppel or otherwise, any license under any invention,
                  patent, trademark, copyright or other proprietary right now or
                  hereafter owned or controlled by the party furnishing same.

       4.6        The parties shall return all such proprietary information of
                  the other upon termination of this Agreement, unless a
                  subcontract is executed by the parties. The terms and
                  conditions of this paragraph 4.0 shall survive the termination
                  of this Agreement.

5      RIGHTS IN INVENTIONS

       5.1        Inventions conceived pursuant to this Agreement shall remain
                  the property of the originating party. In the event of joint
                  inventions, the parties shall engage in good faith
                  negotiations to establish their respective rights. Failing
                  agreement, either may seek allocation of rights in a court of
                  competent jurisdiction. It is understood and agreed that the
                  Team Member may be required to and shall grant licenses or
                  other rights to the Client to inventions, data, and
                  information in accordance with the prime contract unless
                  exception to Rights in Data or similar contract clauses has
                  been taken; provided, however, such license or other rights
                  shall not exceed those required by said prime contract and in
                  no event will Team Leader obtain any such rights unless
                  separately contracted for. The terms and conditions of this
                  paragraph 5.0 shall survive the termination of this Agreement.

6      TERMINATION

       6.1        This Agreement shall expire upon the happening of one of the
                  following events, whichever shall occur first:

                  6.1.1    Written notice from the Client that it will not award
                           a contract for the Project pursuant to the RFP.

                  6.1.2    Written notice from the Client of Client's final
                           rejection of the Proposal or award of a contract for
                           the Project to a firm other than the Team Leader.

                  6.1.3    Written notice from the Client stating its
                           disapproval of the use of Team Member as a
                           subcontractor or direction to select someone other
                           than the Team Member for the work identified as Team
                           Member's responsibility in the Proposal or otherwise.




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                  6.1.4    Execution of a subcontract by and between the Team
                           Leader and the Team Member for performance of
                           portions of the Project.

                  6.1.5    The expiration of 12 months from the date of this
                           Agreement; provided, however, this Agreement shall be
                           extended for one additional year if the Proposal has
                           been submitted and the Client has not provided
                           written notice as to contract award within the
                           12-month period.

                  6.1.6    Inability of the parties to execute a subcontract
                           within sixty (60) days of contract award after good
                           faith negotiation by both parties.

                  6.1.7    The Client so materially modifies the requirements of
                           the Project that a substantial portion of Team
                           Member's responsibilities have been eliminated.

                  6.1.8    The insolvency, bankruptcy, reorganization under the
                           bankruptcy laws, or assignment for the benefit of
                           creditors of either party to the extent that there is
                           a reasonable doubt that such party lacks the
                           resources or ability to properly perform its
                           obligations hereunder.

                  6.1.9    Mutual agreement of the parties to terminate the
                           Agreement.

       6.2        Upon a material breach of this Agreement by either party, the
                  non-breaching party may terminate this Agreement if such
                  breach remains uncured five (5) days after the breaching
                  party's receipt of notice of the breach.


7      GENERAL

       7.1        All notices, requests, consents and other communications
                  hereunder shall be deemed to have been duly given if delivered
                  or mailed, first class, postage prepaid or by commercial
                  courier to each party at the address first given above.

       7.2        The parties agree not to solicit the employees of the other
                  party who are directly associated with this Proposal, or are
                  listed as "key persons" under the Proposal, for the duration
                  of this Agreement and for a period of one year following
                  termination of this Agreement.

       7.3        This Agreement may not be assigned or otherwise transferred by
                  either party, in whole or in part, without the express prior
                  written consent of the other party which shall not be
                  unreasonably withheld. No provision of this Agreement may be
                  waived or modified except by a writing executed by both
                  parties.

       7.4        If any term, provision, covenant, or condition of this
                  Agreement is held to be invalid or unenforceable by a court of
                  competent jurisdiction, it is to that extent deemed omitted
                  and the remainder of this Agreement shall continue in full
                  force and effect.

       7.5        This Agreement shall be governed and construed under the laws
                  of the State of New Mexico.

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8      ENTIRE AGREEMENT

       8.1        Both parties acknowledge that they have read this Agreement,
                  understand it, and agree to be bound by its terms and further
                  agree that it is the entire agreement between parties hereto
                  which supersedes all prior agreements, written or oral,
                  relating to the subject matter hereof. No modification or
                  waiver of any provisions shall be binding unless in a writing
                  signed by the party against whom such modification or waiver
                  is sought to be enforced.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first set forth above.

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FOR: TEAM LEADER                                               FOR: Team Member


/s/ Richard A. Smith                         /s/ Peter E. Harrod
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Signature                                                            Signature


Richard A. Smith                                    Peter E. Harrod
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Name (Typed or Printed)                                Name (Typed or Printed)


March 17, 1997                                     April 8, 1997
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Date                                                                      Date