<TABLE>
<CAPTION>
PART I - THE SCHEDULE                       SECTION A - SOLICITATION/CONTRACT FORM
<S>                        <C>                  <C>                                        <C>             <C>
SOLICITATION, OFFER, AND AWARD                  1. THIS CONTRACT IS A RATED                 RATING          PAGE OF PAGES
                                                   ORDER UNDER DPAS (15CFR350)              DO-A3           1   /    84
-----------------------------------------------------------------------------------------------------------------------------------
2.  CONTRACT NO.            3. SOLICITATION #    4. TYPE OF SOLICITATION                    5.  DATE        6.  REQ/PURCHASE
                                                                                            ISSUED
N62678-97-D-0001.           N62678-97-R-1046     (   ) SEALED BID (1FB)                     97 MAY 23       REQN# N62678-7105-c250
                                                 (   ) NEGOTIATED (RFP)
-----------------------------------------------------------------------------------------------------------------------------------
7. ISSUED BY                  CODE          N62678                 8.   ADDRESS OFFER TO:                   (If other than Item 7)

SUPERVISOR OF SHIPBUILDING, C&R, USN
NORFOLK NAVAL SHIPYARD, BLDG. 15, 2ND FLOOR
PORTSMOUTH, VA   23705-0215
-----------------------------------------------------------------------------------------------------------------------------------
NOTE: In sealed bid solicitations offer" and "offeror" mean "bid" and "bidder"
-----------------------------------------------------------------------------------------------------------------------------------
                                                                   SOLICITATION
-----------------------------------------------------------------------------------------------------------------------------------
9. Sealed offers in original and 1 signed copy for furnishing the supplies or services in the Schedule will be received at the place
specified in Item 8, or if hand carried, in the depository located in Block 8 until 2:00 PM Eastern, 11:00 AM, 24 July 1997.

CAUTION:  LATE  Submissions,  Modifications,  and  Withdrawals:  See Section L, Provision No. 52.214-7 or 51.215-10.  All offers are
subject to all terms and conditions contained in this solicitation.
-----------------------------------------------------------------------------------------------------------------------------------
10.  FOR INFORMATION                            A. NAME                         B. TELEPHONE NO.  (Include area code) NO COLLECT
    CALL                                        P. TARR                            CALLS       (757) 396-5041 EXT. 456
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                                                        II. TABLE OF CONTENTS
-----------------------------------------------------------------------------------------------------------------------------------
X'd       SEC.     DESCRIPTION                                     PAGES     X'd   SEC     DESCRIPTION                   PAGES
-----------------------------------------------------------------------------------------------------------------------------------
                       PART 1 - THE SCHEDULE                                                  PART II - CONTRACT CLAUSES
-----------------------------------------------------------------------------------------------------------------------------------
   X         A     SOLICITATION / CONTRACT FORM                    1        X       1       CONTRACT CLAUSES               52-61
-----------------------------------------------------------------------------------------------------------------------------------
   X         B     SUPPLIES OR SERVICES & PRICES/COST              2-27     PART III - LIST OF DOCUMENTS, EXHIBITS, & OTHER ATTACH.
-----------------------------------------------------------------------------------------------------------------------------------
   X         C     DESCRIPTIONS/SPECS/WORK STATEMENT               28-41    X       J       LIST OF ATTACHMENTS            62-63
-----------------------------------------------------------------------------------------------------------------------------------
   X         D     PACKAGING AND MARKING                                                  PART IV - REPRESENTATIONS AND INSTRUCTIONS
-----------------------------------------------------------------------------------------------------------------------------------
   X         E     INSPECTION AND ACCEPTANCE                       42-43    X       R       REPRESENTATIONS,               64-73
                                                                                            CERTIFICATIONS & OTHER
                                                                                            STATEMENTS OF
                                                                                            OFFERORS
-----------------------------------------------------------------------------------------------------------------------------------
   X         F     DELIVERIES OR PERFORMANCE                       44-45    X       L       INSTS. CONDS., & NOTICES       74-82
                                                                                            TO OFFERORS
-----------------------------------------------------------------------------------------------------------------------------------
   X         G     CONTRACT ADMINISTRATION DATA                    46-47    X       M       EVALUATION FACTORS             783-84
                                                                                            FOR AWARD
-----------------------------------------------------------------------------------------------------------------------------------
   X         H     SPECIAL CONTRACT REQUIREMENTS                   48-51
-----------------------------------------------------------------------------------------------------------------------------------
                                             OFFER (Must be fully completed by offeror)
-----------------------------------------------------------------------------------------------------------------------------------
NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16.  Minimum Bid Acceptance Period.
-----------------------------------------------------------------------------------------------------------------------------------
12. In compliance with the above, the undersigned agrees, if this offer is accepted within Calendar days (60 days unless a different
period is  inserted by the  offeror)  from the date for receipt of offers  specified  above,  to furnish any or all items upon which
prices are offered at the price set opposite  each item,  delivered at the  designated  point(s),  within the time  specified in the
schedule.
-----------------------------------------------------------------------------------------------------------------------------------
13.  DISCOUNT FOR PROMPT  PAYMENT            10 Calendar Days      20 Calendar Days    30 Calendar Days       40 Calendar Days
                                                     0%                 0%                     0%                     0%
See Section I, Clause No. 52.232-61
-----------------------------------------------------------------------------------------------------------------------------------
14. ACKNOWLEDGEMENT OF                             AMENDMENT NO.      DATE       AMENDMENT NO.        DATE
      AMENDMENTS
(The offeror acknowledges receipt of amendments       One (1)        6-17-97         Four (4)         7-27-97
to the SOLICITATION for offers and related            Two (2)        6-19-97         Five (5)         7-31-97
documents numberd and dated:)                        Three (3)       7-18-97         Six (6)          8-1-97
-----------------------------------------------------------------------------------------------------------------------------------
15A.  NAME AND        CAGE CODE                  FACILITY         16.      NAME AND TITLE OF PERSON AUTHORIZED TO
      ADDRESS OF                                                           SIGN SIGN OFFER (Type of Print)
      OFFEROR         H.E.R.C. PRODUCTS, INC.
                        33 40 Elmhurd Lane
                      Portsmouth, VA   23701                               Patrick E. Lien
                                                                           Regional Director
                      DUNS NO:
                      TIN NO:           86-05704599
-----------------------------------------------------------------------------------------------------------------------------------
16B.  TELEPHONE #                    15C.   CHECK IF REMITTANCE ADDRESS IS      17.      SIGNATURE             18.  OFFER DATE
   (Include Area Code)               DIFFERENT FROM ABOVE, ENTER SUCH                    /s/ Patrick E. Lien      Aug. 8, 1997
      (757) 488-3570                 ADDRESS IN SCHEDULE
-----------------------------------------------------------------------------------------------------------------------------------
                                                AWARD (To be completed by Government)
-----------------------------------------------------------------------------------------------------------------------------------
19.      ACCEPTED AS TO ITEMS NUMBERED      20.      AMOUNT              21.      ACCOUNTING AND APPROPRIATION:

                                                     $ 74,967.20         AA1771804.60BA 000 62678 A 068732 2D 05C250
                                                                         Doc# N626787105C250 (AMT AWARDED $74,967.20)
-----------------------------------------------------------------------------------------------------------------------------------
22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION               23. SUBMIT INVOICES TO ADDRESS        ITEM
                                                                               SHOWN IN (4 copies unless otherwise (specified)
  (      ) 10 U.S.C. 2304(c) (                 ) (      ) 41 U.S.C. 253(c)      SEE BACK OF FORM
-----------------------------------------------------------------------------------------------------------------------------------
24.      ADMINISTERED BY (if other than item 7)      CODE                 25.      PAYMENT WILL BE MADE BY            CODE
                                                                                   DIRECTOR, DFAS
                                                                                   DAO CLEVELAND CENTER
                                                                                   9712 VIRGINIA AVENUE
                                                                                   NORFOLK, VA   2351--3297
26.      NAME OF CONTRACTING OFFICER   (Type or print)                    27.      UNITED STATES OF AMERICA     28.  AWARD DATE
                                                                                                                       4/5/97
                                    Richard W. Ydoyaga
                                    Contracting Offier
                                                                                            (Signature of Contracting
                                                                                            Officer)
              Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.
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                                                               33-133
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                    Page 2 of 84
SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS
<TABLE>
<CAPTION>
                                                               ESTIMATED                                           ESTIMATED
                                                               ---------                                           ---------
                                                               QUANTITY            U/I       UNIT PRICE            TOTAL PRICE
                                                               --------            ---       ----------            -----------
LOT I - FIRST YEAR EFFORT (BASE YEAR)
-------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>

                REQN# N62678-7105-C250
1001            SET UP EQUIPMENT AND CHEMICALLY
                CLEAN SEWAGE PIPING.

1001AA          PREPARE AND INSTALL TEMPORARY
                WASTE WATER SYSTEM TO CHT
                (Collection, Holding and
                Transfer) CONNECTION ON THE
                PIER PER ZONE                                  100                 EA.       $304.00               $247,338.00
                                                                                             ----------            -----------

1001AB          PREPARE AND INSTALL TEMPORARY
                FRESH WATER SYSTEM WITH BACK
                FLOW PREVENTER TO CONNECTION ON
                THE PIER PER ZONE.                             100                 EA.       $27.00                $2,700.00
                                                                                             ----------            -----------

1001AC          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM
                LEAK TEST, CHEMICALLY CLEAN,
                FRESH WATER FLUSH AND
                NEUTRALIZE. RECONNECT PER ZONE
                FOR THE FOLLOWING CLASS
                VESSELS: CGN, LST,                             4                   EA.       $13,258.00            $53,032.00
                                                                                             ----------            -----------

1001AD          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM
                LEAK TEST, CHEMICALLY CLEAN,
                FRESH WATER FLUSH AND
                NEUTRALIZE. RECONNECT PER ZONE
                FOR THE FOLLOWING CLASS
                VESSELS: DD, DDG                               8                   EA.       $13,015.00            $104,120.00
                                                                                             ----------            -----------

1001AE          SET UP EQUIPMENT, ISOLATE
                SYSTEM WITH NECESSARY TEMPORARY
                FITTINGS, PERFORM LEAK TEST,
                CHEMICALLY CLEAN, FRESH WATER
                FLUSH AND NEUTRALIZE. RECONNECT
                PER ZONE FOR THE FOLLOWING
                CLASS VESSELS: LSD, SPD, CG,
                LCC, AE                                        12                  EA.       $13,015.00            $156,180.00
                                                                                             ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                    Page 3 of 84
<TABLE>
<CAPTION>
                                                             ESTIMATED                                           ESTIMATED
                                                             ---------                                           ---------
                                                             QUANTITY            U/I       UNIT PRICE            TOTAL PRICE
                                                             --------            ---       ----------            -----------
LOT I - FIRST YEAR EFFORT (BASE YEAR)(continued)
------------------------------------------------

<S>             <C>                                          <C>                <C>        <C>                   <C>
1001AF          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM
                LEAK TEST, CHEMICALLY CLEAN,
                FRESH WATER FLUSH AND
                NEUTRALIZE. RECONNECT PER ZONE
                FOR THE FOLLOWING CLASS
                VESSELS: ARS, MHC, CVN                       18                  EA.       $13,015.00            $234,270.00
                                                                                           ----------            -----------

1001AG          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM
                LEAK TEST, CHEMICALLY CLEAN,
                FRESH WATER FLUSH AND
                NEUTRALIZE. RECONNECT PER ZONE
                FOR THE FOLLOWING CLASS
                VESSELS: LPH, AS                             4                   EA.       $22,315.00            $89,260.00
                                                                                           ----------            -----------

1001AH          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM
                LEAK TEST, CHEMICALLY CLEAN,
                FRESH WATER FLUSH AND
                NEUTRALIZE. RECONNECT PER ZONE
                FOR THE FOLLOWING CLASS
                VESSELS: PC, MCM, MSO, LHA, AND
                OTHER COMPATIBLE MILITARY
                VESSELS                                      22                  EA.       $11,150.00            $245,300.00
                                                                                           ----------            -----------

1001AJ          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM
                LEAK TEST, CHEMICALLY CLEAN,
                FRESH WATER FLUSH AND
                NEUTRALIZE. RECONNECT PER ZONE
                FOR THE FOLLOWING CLASS
                VESSELS: YTB AND MINOR
                AUXILIARY CRAFT                              4                   EA.       $14,085.00            $56,340.00
                                                                                           ----------            -----------

1001AK          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM
                LEAK TEST, CHEMICALLY CLEAN,
                FRESH WATER FLUSH AND
                NEUTRALIZE. RECONNECT PER ZONE
                FOR THE FOLLOWING CLASS
                VESSELS: AO, CV, INCLUDING USS
                ENTERPRISE                                   9                   EA.       $14,095.00            $126,765.00
                                                                                           ----------            -----------
</TABLE>
<PAGE>
                                                                    Page 4 of 84

                                 BEST AND FINAL
<TABLE>
<CAPTION>
                                                             ESTIMATED                                           ESTIMATED
                                                             ---------                                           ---------
                                                             QUANTITY            U/I       UNIT PRICE            TOTAL PRICE
                                                             --------            ---       ----------            -----------
LOT I - FIRST YEAR EFFORT (BASE YEAR)(continued)
------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
1001AL          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM LEAK
                TEST, CHEMICALLY CLEAN, FRESH
                WATER FLUSH AND NEUTRALIZE.
                RECONNECT PER ZONE FOR THE
                FOLLOWING CLASS VESSELS: SSN,
                SSBN, AFDM                                        2                    EA.       $13,853.00            $27,706.00
                                                                                                 ----------            -----------

1001AM          SET UP EQUIPMENT, ISOLATE
 "C"            SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM LEAK
                TEST, CHEMICALLY CLEAN, FRESH
                WATER FLUSH AND NEUTRALIZE.
                RECONNECT PER ZONE FOR THE
                FOLLOWING CLASS VESSELS: AOE,
                (SACRAMENTO CLASS) ZONES I, II,
                AND III                                           3                    EA.       $14,085.00            $42,255.00
                                                                                                 ----------            -----------

1001AN          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM LEAK
                TEST, CHEMICALLY CLEAN, FRESH
                WATER FLUSH AND NEUTRALIZE.
                RECONNECT PER ZONE FOR THE
                FOLLOWING CLASS VESSELS: FFG,
                AND OTHER COMPATIBLE MILITARY
                VESSELS                                           2                    EA.       $14,085.00            $28,170.00
                                                                                                 ----------            -----------

1001AP          SET UP EQUIPMENT, ISOLATE
                SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM LEAK
                TEST, CHEMICALLY CLEAN, FRESH
                WATER FLUSH AND NEUTRALIZE.
                RECONNECT PER ZONE FOR THE
                FOLLOWING CLASS VESSELS: LHD                      4                    EA.       $14,085.00            $56,340.00
                                                                                                 ----------            -----------

1001AQ          PERFORM FIBER OPTIC BAROSCOPE
                INSPECTION FOR ALL CLASS SHIPS,
                BEFORE AND AFTER CHEMICAL
                CLEANING, PR ZONE.                                200                  EA.       $486.00               $97,200.00
                                                                                                 ----------            -----------

1001AR          SET UP EQUIPMENT, ISOLATE
 "C"            SYSTEM, CONNECT WITH NECESSARY
                TEMPORARY FITTINGS, PERFORM LEAK
                TEST, CHEMICALLY CLEAN, FRESH
                WATER FLUSH AND NEUTRALIZE.
                RECONNECT PER ZONE FOR THE
                FOLLOWING CLASS VESSELS: AOE
                (SACRAMENTO CLASS)IV                              1                    EA.       $14,085.00            $14,085.00
                                                                                                 ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                    Page 5 of 84

<TABLE>
<CAPTION>
                                                             ESTIMATED                                           ESTIMATED
                                                             ---------                                           ---------
                                                             QUANTITY            U/I       UNIT PRICE            TOTAL PRICE
                                                             --------            ---       ----------            -----------
LOT I - FIRST YEAR EFFORT (BASE YEAR)(continued)
------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>

1001AS            SET UP EQUIPMENT, ISOLATE
"C"               SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: AOE, (SUPPLY CLASS)
                  ZONE I                                           1                   EA.       $14,085.00            $14,085.00
                                                                                                 ----------            -----------

1001AT            SET UP EQUIPMENT, ISOLATE
"C"               SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: AOE (SUPPLY CLASS)ZONE
                  II                                               1                   EA.       $14,085.00            $14,085.00
                                                                                                 ----------            -----------

1002              REPLACE FOLLOWING MATERIALS AND
                  RESTORE SYSTEM TO NORMAL
                  OPERATION.

1002AA            WATER CLOSET RUBBER BOOT AND
                  CLAMPS                                           800                 EA.       $4.99                 $3,992.00
                                                                                                 ----------            -----------

1002AB            URINAL HOSES AND CLAMPS                          400                 EA.       $3.80                 $1,520.00
                                                                                                 ----------            -----------

1003              PROVIDE PORTABLE CHEMICAL
                  TOILETS FOR DURATION OF
                  DELIVERY ORDER INCLUDING
                  SERVICING UP TO(2)TIMES PER
                  WEEK FOR THE FOLLOWING CLASS
                  SHIPS:

1003AA            ARS & FFG - 4 TOILETS                            5                   EA.       $286.00               $1,430.00
                                                                                                 ----------            -----------

1003AB            AO & AOE - 8 TOILETS                             2                   EA.       $572.00               $1,144.00
                                                                                                 ----------            -----------

1003AC            MINOR/AUXILIARY SERVICE CRAFT -
                  2 TOILETS                                        5                   EA.       $143.00               $715.00
                                                                                                 ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                    Page 6 of 84
<TABLE>
<CAPTION>
                                                             ESTIMATED                                           ESTIMATED
                                                             ---------                                           ---------
                                                             QUANTITY            U/I       UNIT PRICE            TOTAL PRICE
                                                             --------            ---       ----------            -----------

LOT I - FIRST YEAR EFFORT (BASE YEAR)(continued)
------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>               <C>
1004              PIPING REPAIRS

1004AA            PIPEFITTER                                    750                HRS       $27.50                $20,625.00
                                                                                             ----------            -----------
1004AB            BRAZER/WELDER                                 750                HRS       $27.50                $20,625.00
                                                                                             ----------            -----------
1004AC            GAS FREE CERTIFICATION                         75                EA.       $125.00               $9,375.00
                                                                                             ----------            -----------

1004AD            GAS FREE MAINTENANCE                          150                EA.        $27.50           $4,125.00
                                                                                              ----------       -----------

1004AD            MATERIAL                                                         NTE                         $15,000.00
                                                                                                               -----------

1004AF            MATERIAL G & A /HANDLING   10   %                                                            $1,500.00
                                           -------                                                             -----------

1005              ORDERING ADDITIONAL WORK/
                  UNDISCLOSED WORK (SECTION C.8)

1005AA            STRAIGHT TIME                                 200                HRS.       $27.50           $5,500.00
                                                                                              ----------       -----------

1005AB            MATERIAL                                                         NTE                         $5,000.00
                                                                                                               -----------

1005AC            MATERIAL G & A /HANDLING   10   %                                                            $500.00
                                           -------                                                             -----------

1006              TRAVEL (GOVERNMENT DIRECTED TDY
                  IN SUPPORT OF LOT I                           1                  LOT                         $16,000.00
                                                                                                               -----------

1007              CONTRACT DATA REQUIREMENTS
                  (DD FORM 1423, Exhibit A)                     1                  LOT        NSP              NSP

TOTAL ESTIMATE LOT I......................................................................... $1,499,344.00
                                                                                              -------------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                    Page 7 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                            ESTIMATED
                                                                 QUANTITY            U/I       UNIT PRICE             TOTAL PRICE
                                                                 --------            ---       ----------             -----------

LOT II - SECOND YEAR EFFORT (FIRST OPTION)
------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
                  REQN# N62678-7105-C250

2001              SET UP EQUIPMENT AND
                  CHEMICALLY
                  CLEAN SEWAGE PIPING.

2001AA            PREPARE AND INSTALL TEMPORARY
                  WASTE WATER SYSTEM TO CHT
                  (Collection, Holding, and
                  Transfer) CONNECTION ON THE
                  PIER PER ZONE                                  100                 EA.       $311.00                $31,100.00
                                                                                               ----------             -----------

2001AB            PREPARE AND INSTALL TEMPORARY
                  FRESH WATER SYSTEM WITH BACK
                  FLOW PREVENTER TO CONNECTION
                  ON THE PIER PER ZONE                           100                 EA.       $28.00                 $2,800.00
                                                                                               ----------             -----------

2001AC            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: CGN, LST,                             4                   EA.       $13,590.00             $54,360.00
                                                                                               ----------             -----------

2001AD            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: DD, DDG                               8                   EA.       $13,340.00             $106,720.00
                                                                                               ----------             -----------

2001AE            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: LSD, LPD, CG, LCC, AE                 12                  EA.       $13,340.00             $160,080.00
                                                                                               ----------             -----------

2001AF            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: ARS, MHC, CVN                         18                  EA.       $13,340.00             $240,120.00
                                                                                               ----------             -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                    Page 8 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                            ESTIMATED
                                                                 QUANTITY            U/I       UNIT PRICE             TOTAL PRICE
                                                                 --------            ---       ----------             -----------

LOT II -SECOND YEAR EFFORT(FIRST OPTION)(Continued)
---------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
2001AG            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: LPH, AS                               4                   EA.       $22,872.00             $91,488.00
                                                                                               ----------             -----------

2001AH            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: PC, MCM, MSO, LHA,
                  AND OTHER COMPATIBLE MILITARY
                  VESSELS                                        22                  EA.       $11,428.00             $251,416.00
                                                                                               ----------             -----------

2001AJ            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: YTB, AND MINOR
                  AUXILIARY CRAFT                                4                   EA.       $14,437.00             $57,748.00
                                                                                               ----------             -----------

2001AK            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: AO, CV, INCLUDING USS
                  ENTERPRISE                                     9                   EA.       $14,437.00             $129,933.00
                                                                                               ----------             -----------

2001AL            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: SSN, SSBN, AFDM                       2                   EA.       $14,199.00             $28,398.00
                                                                                               ----------             -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                    Page 9 of 84
<TABLE>
<CAPTION>
                                                                                                                       ESTIMATED
                                                                   ESTIMATED                                           TOTAL
                                                                   QUANTITY            U/I       UNIT PRICE            PRICE
                                                                   --------            ---       ----------            -----
LOT II -SECOND YEAR EFFORT(FIRST OPTION)(Continued)
---------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
2001AM            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: AOE, (SACRAMENTO
                  CLASS) ZONES I, II, AND III                      3                   EA.       $14,437.00            $43,311.00
                                                                                                 ----------            -----------

2001AN            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: FFG AND OTHER
                  COMPATIBLE MILITARY VESSELS                      2                   EA.       $14,437.00            $28,874.00
                                                                                                 ----------            -----------

2001AP            SET UP EQUIPMENT, ISOLATE
                  SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: LHD                                     4                   EA.       $14,437.00            $57,748.00
                                                                                                 ----------            -----------

2001AQ            PERFORM, FIBEROPTIC BAROSCOPE
                  INSPECTION FOR ALL CLASS SHIPS,
                  BEFORE AND AFTER CHEMICAL
                  CLEANING, PER ZONE.                              200                 EA.       $498.00               $99,600.00
                                                                                                 ----------            -----------

2001AR            SET UP EQUIPMENT, ISOLATE
 "C"              SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: AOE (SACRAMENTO CLASS)
                  ZONES IV                                         1                    EA.       $14,437.00           $14,437.00
                                                                                                  ----------           -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 10 of 84
<TABLE>
<CAPTION>
                                                                                                                         ESTIMATED
                                                                   ESTIMATED                                             TOTAL
                                                                   QUANTITY            U/I         UNIT PRICE            PRICE
                                                                   --------            ---         ----------            -----
LOT II-SECOND YEAR EFFORT(FIRST OPTION)(Continued)
--------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
2001AS            SET UP EQUIPMENT, ISOLATE
"C"               SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: AOE (SUPPLY CLASS)ZONE
                  I                                                1               EA.         $14,437.00            $14,437.00
                                                                                               ----------            -----------

2001AT            SET UP EQUIPMENT, ISOLATE
"C"               SYSTEM, CONNECT WITH NECESSARY
                  TEMPORARY FITTINGS, PERFORM
                  LEAK TEST, CHEMICALLY CLEAN,
                  FRESH WATER FLUSH AND
                  NEUTRALIZE. RECONNECT PER ZONE
                  FOR THE FOLLOWING CLASS
                  VESSELS: AOE (SUPPLY CLASS)ZONE
                  II                                               1               EA.         $14,437.00            $14,437.00
                                                                                               ----------            -----------

2002              REPLACE FOLLOWING MATERIALS AND
                  RESTORE SYSTEM TO NORMAL
                  OPERATION.

2002AA            WATER CLOSET RUBBER BOOT AND
                  CLAMPS                                           800             EA.         $5.11                 $4,088.00
                                                                                               ----------            -----------

2002AB            URINAL HOSES AND CLAMPS                          400             EA.         $3.09                 $1,560.00
                                                                                               ----------            -----------

2003              PROVIDE PORTABLE CHEMICAL
                  TOILETS FOR DURATION OF
                  DELIVERY ORDER INCLUDING
                  SERVICING UP TO (2) TIMES PER
                  WEEK FOR THE FOLLOWING CLASS
                  SHIPS:

2003AA            ARS & FFG - 4 TOILETS                            5               EA.         $293.00               $1,465.00
                                                                                               ----------            -----------

2003AB            AO & AOE - 8 TOILETS                             2               EA.         $586.00               $1,172.00
                                                                                               ----------            -----------

2003AC            MINOR/AUXILIARY SERVICE CRAFT -
                  2 TOILETS                                        5               EA.         $147.00               $735.00
                                                                                               ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 11 of 84
<TABLE>
<CAPTION>
                                                                                                                         ESTIMATED
                                                                   ESTIMATED                                             TOTAL
                                                                   QUANTITY            U/I         UNIT PRICE            PRICE
                                                                   --------            ---         ----------            -----

LOT II-SECOND YEAR EFFORT(FIRST OPTION)(Continued)
--------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
2004              PIPING REPAIRS

2004AA            PIPEFITTER                                   750                 HRS.        $28.19                $21,142.50
                                                                                               ----------            -----------

2004AB            BRAZER/WELDER                                750                 HRS.        $28.19                $21,142.50
                                                                                               ----------            -----------

2004AC            GAS FREE CERTIFICATION                       75                  EA.         $128.13               $9,609.75
                                                                                               ----------            -----------

2004AD            GAS FREE MAINTENANCE                         150                 EA.         $28.19                $4,228.50
                                                                                               ----------            -----------

2004AE            MATERIAL                                                         NTE                               $15,000.00
                                                                                                                     ----------

2004AF            MATERIAL G & A HANDLING   10 %                                                                     $1,500
                                           ------                                                                    ---------

2005              ORDERING ADDITIONAL WORK/
                  UNDISCLOSED WORK (SECTION C.8)

2005AA             STRAIGHT TIME                               200                 HRS.        $28.19                $5,638.00
                                                                                               ----------            -----------

2005AB             MATERIAL                                    NTE                                                   $5,000.00
                                                                                                                     ---------

2005AC             MATERIAL G & A HANDLING   10 %                                                                    $5,000.00
                                           ------                                                                    ---------

2006               TRAVEL (GOVERNMENT DIRECTED
                   TDY IN SUPPORT OF LOT I                     1                   LOT                               $16,000.00
                                                                                                                     ----------

2007               CONTRACT DATA REQUIREMENTS
                   (DD FORM 1423, Exhibit A).                  1                   LOT         NSP                   NSP

TOTAL ESTIMATE LOT II......................................................................... $1,535,788.25
                                                                                               -------------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 12 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------

LOT III-THIRD YEAR EFFORT(SECOND OPTION)(Continued)
---------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
                   REQN# N62678-7105-C250
3001               SET UP EQUIPMENT AND
                   CHEMICALLY CLEAN SEWAGE
                   PIPING.

3001AA             PREPARE AND INSTALL TEMPORARY
                   WASTE WATER SYSTEM TO CHT
                   (Collection, Holding and
                   Transfer) CONNECTION ON THE
                   PIER PER ZONE                                 100                 EA.       $321.00               $32,100.00
                                                                                               ----------            -----------

3001AB             PREPARE AND INSTALL TEMPORARY
                   FRESH WATER SYSTEM WITH BACK
                   FLOW PREVENTER TO CONNECTION
                   ON THE PIER PER ZONE                          100                 EA.       $29.00                $2,900.00
                                                                                               ----------            -----------

3001AC             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: CGN, LST,                             4                   EA.       $13,998.00            $55,992.00
                                                                                               ----------            -----------

3001AD             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: DD, DDG                               8                   EA.       $13,741.00            $109,928.00
                                                                                               ----------            -----------

3001AE             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSESL:LSD, LPD, CG, LCC, AE                 12                  EA.       $13,741.00            $164,892.00
                   SET UP EQUIPMENT, ISOLATE
                                                                                               ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 13 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------

LOT III-THIRD YEAR EFFORT(SECOND OPTION)(Continued)
---------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
3001AF             SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: ARS, MHC, CVN                        18                EA.         $13,741.00            $247,338.00
                                                                                              ----------            -----------

3001AG             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: LPH, AS                              4                 EA.         23,559.00             $94,236.00
                                                                                              ----------            -----------

3001AH             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: PC, MCM, MSO, LHA,
                   AND OTHER COMPATIBLE MILITARY
                   VESSELS                                      22                EA.         $11,771.00            $258,962.00
                                                                                              ----------            -----------

3001AJ             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: YTB AND MINOR
                   AUXILIARY CRAFT                              4                 EA.         $14,870.00            $59,480.00
                                                                                              ----------            -----------

3001AK             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AO, CV INCLUDING USS
                   ENTERPRISE                                   9                 EA.         $14,870.00            $133,830.00
                                                                                              ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 14 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT III-THIRD YEAR EFFORT(SECOND OPTION)(Continued)
---------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
3001AL             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: SSN, SSBN, AFDM                       2                   EA.       $14,625.00            $29,250.00
                                                                                               ----------            -----------

3001AM             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SACRAMENTO
                   CLASS) ZONES, I, II, AND III                  3                   EA.       $14,870.00            $44,610.00
                                                                                               ----------            -----------

3001AN             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: FFG AND OTHER
                   COMPATIBLE MILITARY VESSELS                   2                   EA.       $14,870.00            $29,740.00
                                                                                               ----------            -----------

3001AP             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: LHD                                   4                   EA.       $14,870.00            $59,480.00
                                                                                               ----------            -----------

3001AQ             PERFORM FIBEROPTIC BAROSCOPE
                   INSPECTION FOR ALL CLASS
                   SHIPS, BEFORE AND AFTER
                   CHEMICAL CLEANING, PER ZONE.                  200                 EA.       $513.00               $102,600.00
                                                                                               ----------            -----------

3001AR             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SACRAMENTO
                   CLASS) ZONES IV                               1                   EA.       $14,870.00            $14,870.00
                                                                                               ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 15 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT III-THIRD YEAR EFFORT(SECOND OPTION)(Continued)
---------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>

3001AS             SET UP EQUIPMENT, ISOLATE
 "C"               SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SUPPLY CLASS)
                   ZONE I                                        1                   EA.      $14,870.00            $14,870.00
                                                                                              ----------            -----------

3001AT             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SUPPLY CLASS)
                   ZONE I                                        1                   EA.      $14,870.00            $14,870.00
                                                                                              ----------            -----------

3002               REPLACE FOLLOWING MATERIALS
                   AND RESTORE SYSTEM TO NORMAL
                   OPERATION.

3002AA             WATER CLOSET RUBBER BOOT AND
                   CLAMPS                                        800                 EA.      $5.25                 $4,200.00
                                                                                              ----------            -----------

3002AB             URINAL HOSES AND CLAMPS                       400                 EA.      $4.00                 $1,600.00
                                                                                              ----------            -----------

3003               PROVIDE PORTABLE CHEMICAL
                   TOILETS FOR DURATION OF
                   DELIVERY ORDER INCLUDING
                   SERVICING UP TO (2) TIMES PER
                   WEEK FOR THE FOLLOWING CLASS
                   SHIPS:

3003AA             ARS & FFG - 4 TOILETS                         5                   EA.      $302                  1,510.00$
                                                                                              ----------            -----------

3003AB             AO & AOE - 8 TOILETS                          2                   EA.      $604.00               $1,208.00
                                                                                              ----------            -----------

3003AC             MINOR/AUXILIARY SERVICE CRAFT
                   - 2 TOILETS                                   5                   EA.      $151.00               $755.00
                                                                                              ----------            -----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 16 of 84
<TABLE>
<CAPTION>
                                                                      ESTIMATED                       UNIT             ESTIMATED
                                                                      QUANTITY             U/I        PRICE            TOTAL PRICE
                                                                      --------             ---        -----            -----------

LOT III-THIRD YEAR EFFORT(SECOND OPTION)(Continued)
---------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
3004               PIPING REPAIRS

3004AA             PIPEFITTER                                  750                 HRS.        $29.00           $21,750.00
                                                                                               -------          ---------

3004AB             BRAZER/WELDER                               750                 EA.         $29.00           $21,750.00
                                                                                               -------          ---------

3004AC             GAS FREE CERTIFICATION                      75                  EA.         $132.00          $9,900.00
                                                                                               -------          ---------

3004AD             GAS FREE MAINTENANCE                        150                 EA.         $29.00           $4,350.00
                                                                                               -------          ---------

3004AE             MATERIAL                                                        NTE.                         $15,000.00
                                                                                                                ----------

3004AF             MATERIAL G&A/HANDLING   10 %

3005               ORDERING ADDITIONAL WORK/
                   UNDISCLOSED WORK (SECTION
                   C.8)

3005AA            STRAIGHT TIME                                     200            HRS.        $29.00           $5,800.00
                                                                                               -------          ---------

3005AB            MATERIAL                                                         NTE                          $5,000.00
                                                                                                                ----------

3005AC            MATERIAL G & A /HANDLING   10   %                                                             $500.00
                                           -------                                                              ----------

3006              TRAVEL (GOVERNMENT DIRECTED TDY
                  IN SUPPORT OF LOT I                               1              LOT                          $16,000.00
                                                                                                                ----------

3007              CONTRACT DATA REQUIREMENTS
                  (DD FORM 1423, Exhibit A)                         1              LOT         NSP              NSP

TOTAL ESTIMATE LOT III....................................................................... $1,580,771.00
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 17 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT IV-FOURTH YEAR EFFORT(THIRD OPTION)
---------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
                   REQN# N62678-7105-C250
4001               SET UP EQUIPMENT AND
                   CHEMICALLY CLEAN SEWAGE
                   PIPING.

4001AA             PREPARE AND INSTALL TEMPORARY
                   WASTE WATER SYSTEM TO CHT
                   (Collection, Holding and
                   Transfer) CONNECTION ON THE
                   PIER PER ZONE                              100                 EA.         $331.00               $33,100.00
                                                                                              ----------            ----------

4001AB             PREPARE AND INSTALL TEMPORARY
                   FRESH WATER SYSTEM WITH BACK
                   FLOW PREVENTER TO CONNECTION
                   ON THE PIER PER ZONE                       100                 EA.         $30.00                $3,000.00
                                                                                              ----------            ----------

4001AC             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: CGN, LST,                          4                   EA.         $14,460.00            $57,840.00
                                                                                              ----------            ----------

4001AD             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: DD, DDG                            8                   EA.         $14,194.00            $113,552.00
                                                                                              ----------            ----------

4001AE             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSESL:LSD, LPD, CG, LCC, AE              12                  EA.         $14,194.00            $170,328.00
                                                                                              ----------            ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 18 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------

LOT IV-FOURTH YEAR EFFORT(THIRD OPTION)(Continued)
--------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
4001AF             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: ARS, MHC, CVN                      18                  EA.         $14,194.00            $255,492.00
                                                                                              ----------            ----------

4001AG             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: LPH, AS                            4                   EA.         $24,336.00            $97,344.00
                                                                                              ----------            ----------

4001AH             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: PC, MCM, MSO, LHA,
                   AND OTHER COMPATIBLE MILITARY
                   VESSELS                                    22                  EA.         $12,160.00            $267,520.00
                                                                                              ----------            ----------

4001AJ             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: YTB AND MINOR
                   AUXILIARY CRAFT                            4                   EA.         $15,361.00            $61,444.00
                                                                                              ----------            ----------

4001AK             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AO, CV INCLUDING USS
                   ENTERPRISE                                 9                   EA.         $15,361.00            $138,249.00
                                                                                              ----------            ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 19 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------

LOT IV-FOURTH YEAR EFFORT(THIRD OPTION)(Continued)
--------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
4001AL             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: SSN, SSBN, AFDM                       2                EA.         $15,108.00            $30,216.00
                                                                                              ----------            ----------

4001AM             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SACRAMENTO
                   CLASS) ZONES, I, II, AND III                  3                EA.         $15,361.00            $46,083.00
                                                                                              ----------            ----------

4001AN             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: FFG AND OTHER
                   COMPATIBLE MILITARY VESSELS                   2                EA.         $15,361.00            $30,722.00
                                                                                              ----------            ----------

4001AP             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: LHD                                   4                EA.         $15,361.00            $61,444.00
                                                                                              ----------            ----------

4001AQ             PERFORM FIBEROPTIC BAROSCOPE
                   INSPECTION FOR ALL CLASS
                   SHIPS, BEFORE AND AFTER
                   CHEMICAL CLEANING, PER ZONE.                  200              EA.         $530.00               $106,000.00
                                                                                              ----------            ----------

4001AR             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SACRAMENTO
                   CLASS) ZONES IV                               1                EA.         $15,361.00            $15,361.00
                                                                                              ----------            ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 20 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT IV-FOURTH YEAR EFFORT(THIRD OPTION)(Continued)
--------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
4001AS             SET UP EQUIPMENT, ISOLATE
 "C"               SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SUPPLY CLASS)
                   ZONE I                                        1                   EA.       $15,361.00          $15,361.00
                                                                                               ----------          ----------

4001AT             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SUPPLY CLASS)
                   ZONE I                                        1                   EA.       $15,361.00          $15,361.00
                                                                                               ----------          ----------

4002               REPLACE FOLLOWING MATERIALS
                   AND RESTORE SYSTEM TO NORMAL
                   OPERATION.

4002AA             WATER CLOSET RUBBER BOOT AND
                   CLAMPS                                        800                 EA.       $5.44               $4,352.00
                                                                                               ----------          ----------

4002AB             URINAL HOSES AND CLAMPS                       400                 EA.       $4.14               $1,656.00
                                                                                               ----------          ----------

4003               PROVIDE PORTABLE CHEMICAL
                   TOILETS FOR DURATION OF
                   DELIVERY ORDER INCLUDING
                   SERVICING UP TO (2) TIMES PER
                   WEEK FOR THE FOLLOWING CLASS
                   SHIPS:

4003AA             ARS & FFG - 4 TOILETS                         5                   EA.       $312.00             1,560.00$
                                                                                               ----------          ----------

4003AB             AO & AOE - 8 TOILETS                          2                   EA.       $624.00             $1,248.00
                                                                                               ----------          ----------

4003AC             MINOR/AUXILIARY SERVICE CRAFT
                   - 2 TOILETS                                   5                   EA.       $156.00             $780.00
                                                                                               ----------          ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 21 of 84
<TABLE>
<CAPTION>
                                                                      ESTIMATED                       UNIT             ESTIMATED
                                                                      QUANTITY             U/I        PRICE            TOTAL PRICE
                                                                      --------             ---        -----            -----------
LOT IV-FOURTH YEAR EFFORT(THIRD OPTION)(Continued)
--------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
4004               PIPING REPAIRS

4004AA             PIPEFITTER                                  750                 HRS.        $29.99                $22,492.50
                                                                                               ------                ----------

4004AB             BRAZER/WELDER                               750                 EA.         $29.99                $22,492.50
                                                                                               ------                ----------

4004AC             GAS FREE CERTIFICATION                      75                  EA.         $132.32               $10,224.00
                                                                                               ------                ----------

4004AD             GAS FREE MAINTENANCE                        150                 EA.         $29.99                $4,498.50
                                                                                               ------                ----------

4004AE             MATERIAL                                                        NTE.                              $15,000.00
                                                                                                                     ----------

4004AF             MATERIAL G&A/HANDLING   10 %                                                                      $1,500.00
                                         ------                                                                      ----------

                   ORDERING ADDITIONAL WORK/
                   UNDISCLOSED WORK (SECTION
4005               C.8)                                                                        $29.99                $5,998.00
                                                                                               ------                ----------

4005AA            STRAIGHT TIME                                     200                  HRS.  $29.99                $5,998.00
                                                                                               ------                ----------

4005AB            MATERIAL                                                               NTE                         $5,000.00
                                                                                                                     ----------

4005AC            MATERIAL G & A /HANDLING   10   %                                                                  $500.00
                                         ------                                                                      ----------

4006              TRAVEL (GOVERNMENT DIRECTED TDY
                  IN SUPPORT OF LOT I                               1                    LOT                         $16,000.00
                                                                                                                     ----------

4007              CONTRACT DATA REQUIREMENTS
                  (DD FORM 1423, Exhibit A)                         1                    LOT        NSP              NSP

TOTAL ESTIMATE LOT IV.............................................................................. $1,631,718.50
                                                                                                    -------------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 22 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT V-FIFTH YEAR EFFORT(FOURTH OPTION)
--------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>

                   REQN# N62678-7105-C250

5001               SET UP EQUIPMENT AND
                   CHEMICALLY CLEAN SEWAGE
                   PIPING.

5001AA             PREPARE AND INSTALL TEMPORARY
                   WASTE WATER SYSTEM TO CHT
                   (Collection, Holding and
                   Transfer) CONNECTION ON THE
                   PIER PER ZONE                                 100                 EA.         $343.00               $34,300.00
                                                                                                 ----------            ----------

5001AB             PREPARE AND INSTALL TEMPORARY
                   FRESH WATER SYSTEM WITH BACK
                   FLOW PREVENTER TO CONNECTION
                   ON THE PIER PER ZONE                          100                 EA.         $31.00                $3,100.00
                                                                                                 ----------            ----------

5001AC             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: CGN, LST,                             4                   EA.         $14,966.00            $59,864.00
                                                                                                 ----------            ----------

5001AD             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: DD, DDG                               8                   EA.         $14,691.00            $117,528.00
                                                                                                 ----------            ----------

5001AE             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSESL:LSD, LPD, CG, LCC, AE                 12                  EA.         $14,691.00            $176,292.00
                                                                                                 ----------            ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 23 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT V-FIFTH YEAR EFFORT(FOURTH OPTION)(Continued)
-------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
5001AF             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: ARS, MHC, CVN                         18                  EA.         $14,691.00            $265,438.00
                                                                                                 ----------            ----------

5001AG             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: LPH, AS                               4                   EA.         $25,188.00            $100,752.00
                                                                                                 ----------            ----------

5001AH             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: PC, MCM, MSO, LHA,
                   AND OTHER COMPATIBLE MILITARY
                   VESSELS                                       22                  EA.         $12,585.00            $276,870.00
                                                                                                 ----------            ----------

5001AJ             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: YTB AND MINOR
                   AUXILIARY CRAFT                               4                   EA.         $15,898.00            $63,592.00
                                                                                                 ----------            ----------

5001AK             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AO, CV INCLUDING USS
                   ENTERPRISE                                    9                   EA.         $15,898.00            $143,082.00
                                                                                                 ----------            ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 24 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT V-FIFTH YEAR EFFORT(FOURTH OPTION)(Continued)
-------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
5001AL             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: SSN, SSBN, AFDM                       2                   EA.         $15,636.00            $31,272.00
                                                                                                 ----------            ----------

5001AM             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SACRAMENTO
                   CLASS) ZONES, I, II, AND III                  3                   EA.         $15,898.00            $47,694.00
                                                                                                 ----------            ----------

5001AN             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: FFG AND OTHER
                   COMPATIBLE MILITARY VESSELS                   2                   EA.         $15,898.00            $31,796.00
                                                                                                 ----------            ----------

5001AP             SET UP EQUIPMENT, ISOLATE
                   SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: LHD                                   4                   EA.         $15,898.00            $63,592.00
                                                                                                 ----------            ----------

5001AQ             PERFORM FIBEROPTIC BAROSCOPE
                   INSPECTION FOR ALL CLASS
                   SHIPS, BEFORE AND AFTER
                   CHEMICAL CLEANING, PER ZONE.                  200                 EA.         $548.50               $109,700.00
                                                                                                 ----------            ----------

5001AR             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SACRAMENTO
                   CLASS) ZONES IV                               1                   EA.         $15,898.00            $15,898.00
                                                                                                 ----------            ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 25 of 84
<TABLE>
<CAPTION>
                                                                 ESTIMATED                                             ESTIMATED
                                                                 QUANTITY            U/I         UNIT PRICE            TOTAL PRICE
                                                                 --------            ---         ----------            -----------
LOT V-FIFTH YEAR EFFORT(FOURTH OPTION)(Continued)
-------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
54001AS            SET UP EQUIPMENT, ISOLATE
 "C"               SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SUPPLY CLASS)
                   ZONE I                                        1                   EA.         $15,898.00            $15,898.00
                                                                                                 ----------            ----------

5001AT             SET UP EQUIPMENT, ISOLATE
"C"                SYSTEM, FITTINGS, PERFORM
                   LEAK TEST, CHEMICALLY CLEAN,
                   FRESH WATER FLUSH AND
                   NEUTRALIZE. RECONNECT PER
                   ZONE FOR THE FOLLOWING CLASS
                   VESSEL: AOE (SUPPLY CLASS)
                   ZONE I                                        1                   EA.         $15,898.00            $15,898.00
                                                                                                 ----------            ----------

5002               REPLACE FOLLOWING MATERIALS
                   AND RESTORE SYSTEM TO NORMAL
                   OPERATION.

5002AA             WATER CLOSET RUBBER BOOT AND
                   CLAMPS                                        800                 EA.         $5.63                 $4,504.00
                                                                                                 ----------            ----------

5002AB             URINAL HOSES AND CLAMPS                       400                 EA.         $4.29                 $1,716.00
                                                                                                 ----------            ----------

5003               PROVIDE PORTABLE CHEMICAL
                   TOILETS FOR DURATION OF
                   DELIVERY ORDER INCLUDING
                   SERVICING UP TO (2) TIMES PER
                   WEEK FOR THE FOLLOWING CLASS
                   SHIPS:

5003AA             ARS & FFG - 4 TOILETS                         5                   EA.         $323.00               $1,615.00
                                                                                                 ----------            ----------

5003AB             AO & AOE - 8 TOILETS                          2                   EA.         $646.00               $1,292.00
                                                                                                 ----------            ----------

5003AC             MINOR/AUXILIARY SERVICE CRAFT
                   - 2 TOILETS                                   5                   EA.         $161.00               $805.00
                                                                                                 ----------            ----------
</TABLE>
<PAGE>
                                 BEST AND FINAL
                                                                   Page 26 of 84
<TABLE>
<CAPTION>
                                                                      ESTIMATED                       UNIT             ESTIMATED
                                                                      QUANTITY             U/I        PRICE            TOTAL PRICE
                                                                      --------             ---        -----            -----------
LOT V-FIFTH YEAR EFFORT(FOURTH OPTION)(Continued)
-------------------------------------------------
<S>             <C>                                            <C>                <C>        <C>                   <C>
5004               PIPING REPAIRS

5004AA             PIPEFITTER                                    750                 HRS.        $31.00                $23,250.00
                                                                                                 ----------            ----------

5004AB             BRAZER/WELDER                                 750                 EA.         $31.00                $23,250.00
                                                                                                 ----------            ----------

5004AC             GAS FREE CERTIFICATION                        75                  EA.         $141.00               $10,575.00
                                                                                                 ----------            ----------

5004AD             GAS FREE MAINTENANCE                          150                 EA.         $35.00                $4,650.00
                                                                                                 ----------            ----------

5004AE             MATERIAL                                                          NTE.                              $15,000.00
                                                                                                                       ----------

5004AF             MATERIAL G&A/HANDLING   10 %                                                                        $1,500.00
                                         ------                                                                        ----------

5005               ORDERING ADDITIONAL WORK/
                   UNDISCLOSED WORK (SECTION
                   C.8)                                                                          $31.00                $6,200.00
                                                                                                 ----------            ----------

5005AA            STRAIGHT TIME                                       200                  HRS.  $31.00                $6,200.00
                                                                                                 ----------            ----------

5005AB            MATERIAL                                                                 NTE                         $5,000.00
----                                                                                                                   ---------

5005AC            MATERIAL G & A /HANDLING   10   %                                                                    $500.00
                                         ------                                                                        ----------

5006              TRAVEL (GOVERNMENT DIRECTED TDY
                  IN SUPPORT OF LOT I                                 1                    LOT                         $16,000.00
                                                                      -                                                ----------

5007              CONTRACT DATA REQUIREMENTS
                  (DD FORM 1423, Exhibit A)                           1                    LOT        NSP              NSP

TOTAL ESTIMATE LOT V................................................................................. $1,687,423.00
                                                                                                      -------------
</TABLE>
<PAGE>
                                                                   Page 27 of 84
B.1.     ORDERING ADDITIONAL/UNDISCLOSED WORK.

         (a)  Additional/Undisclosed  work and materials not specified under any
other  contract  item may be ordered by the Ordering  Officer and in  accordance
with  procedures set forth in the "Ordering  Additional  Work/Undisclosed  Work"
clause contained
in Section C.8 of this schedule.

         (b)  Total  cost of  services  and  materials  shall be  stated  in the
modification  and shall  constitute the  contract's  fixed price amount for such
items.


B.2.     PRICE AT SUBLINE ITEM LEVEL

         Offeror  shall  insert in  SECTION B of the  Schedule  unit  prices and
amounts at the subline item level only (e.g., 0001AA,  0001AB, etc.), and not at
the line item level.
<PAGE>
                                                                   Page 28 of 84
SECTION C - DESCRIPTION/SPECIFICATION/WORK STATEMENT

C.O.              STATEMENT OF WORK

C.1.              SCOPE

C.1.1.            Contract Title: Chemical Cleaning of Sewage Piping

C.1.2.            Contract Type: Indefinite Delivery/Indefinite Quantity
                       Type Contract with Firm-Fixed Unit Prices

C.1.3. The contractor  shall provide all material,  labor,  services,  supplies,
power,  accessories,  facilities and such other equipment  deemed  necessary for
accomplishing  assigned tasks in this contract,  or task orders.  The contractor
shall request, in writing, permission from either the ship's Commanding officer,
Chief  Engineer,  Command Duty Officer,  or Duty Engineer when use of the ship's
services may be required. (NOTE: the contractor is responsible for providing all
services  under this contract.  Should the contractor  request any services that
the ship may be able to  provide,  such as,  but not  limited  to power,  water,
steam, air and crane services, he shall submit a request to the Ordering Officer
for approval,  and be evaluated for  consideration  back to the  Government  and
shall be  negotiated  prior to the  completion of each  applicable  task order).
Written notification shall also be given to CIS (Commercial Industrial Services)
Project  manager or to SUPSHIP's  Duty Officer (after  scheduled  working hours)
that ship  services  have been  requested and approved for use. Be reminded that
ship  services  shall not be used for  Contractor  Life  Support  Systems  (i.e.
compressors  for  breathing  air),  lifting  equipment  in which  an  unexpected
disruption of services has a high  potential for loss of life,  injury or damage
to ship's equipment.

         C.1.3.1.  Cold chemical  cleaning is to be accomplished with ship's for
personnel living on board. Collection,  holding and transfer (CHT)systems are to
be cleaned in zones,  and can be accomplished  concurrently,  if adequate toilet
facilities  are  available.  Portable  chemical  toilets will be provided by the
contractor  for ships whose entire CHT system is down  including male and female
designation and servicing up to two (2) times per week.

C.1.4.  The contractor shall notify the Ordering Officer verbally and in writing
of any difficulties that may jeopardize the completions of specified work.
<PAGE>
                                                                   Page 29 of 84

C.1.5. The ship's Commanding Officer or Ship's Authorized  Representative  (SAR)
shall  be the  ship's  representative  on any  work  performed  hereunder.  When
required by the  specifications  hereunder or authorized by the Ordering Officer
to perform work aboard ships,, the Contractor shall:

         C.1.5.1.  Coordinate  schedules and work affected areas with the Ship's
Commanding Officer or SAR daily.

         C.1.5.2. Obtain a copy of the ship's operation, drills, etc., (prior to
the  start  of work)  from the SAR,  thus  avoiding  unnecessary  delays  during
performance period.

C.1.6. The contractor shall be responsible for cleaning up any spills associated
with  the  chemical   cleaning   process  in  accordance   with  all  applicable
regulations.

         C.1.6.1.  The following  applies to all cold chemical cleaning on board
all U.S. Government vessels at Naval Base Norfolk:

                  The  contractor   shall  notify  Public  Works  Center  (PWC),
                  Utilities  Code 621.3,  Mr.  Bruce  Davis at  444-0786  during
                  regular work hours, and 445-6868 during nights,  weekends, and
                  holidays at least four hours prior to start of work.

         C.1.6.2.  The following  applies to all cold chemical cleaning on board
all U.S. Government vessels at NAB Little Creek:

                  The contractor shall notify Mr. Richard Padgett,  Little Creek
                  Environmental Quality Division at 464-8343 and Mr. Ray Kimbro,
                  Public Works Center, Utilities Little Creek site, 464-7851, 24
                  hours prior to any work being done on the base.

C.1.7.  The  Contractor  shall  install  blanks to  isolate  piping,  valves and
equipment which must be removed for accomplishment of work.

         C.1.7.1.  Blanks installed on equipment,  valves, and piping opening in
systems  which are subject to pressure  shall be designed to  withstand  maximum
system pressure and secured in place with gaskets and bolting in accordance with
reference c.2.1.2.b.

"C" C.1.7.2.  Remove blanks  installed in paragraph C.1.7  immediately  prior to
reinstalling piping, valves or equipment.

         C.1.7.3.  The contractor shall notify the ship's Commanding  Officer or
the SAR in writing of equipment and systems that require isolation to accomplish
work in the task  orders  before  any work is  started  so that  tagouts  can be
accomplished as required by ship's instructions.

         C.1.7.3.1.  Ship's Force personnel will position  equipment and install
tags when tag-out of a system, piping, or circuit is required.
<PAGE>
                                                                   Page 30 of 84

         C.1.7.4.  The contractor shall verify use of sufficient tags to prevent
operation  of a system  or  component  from all  stations  that  could  exercise
control.

                  C.1.7.4.1. A contractor's designated representative shall sign
the  ship's  tag-out  record  sheet and the tags after  installation  indicating
contractors  satisfaction  with the  completeness  of the  tag-out  and to alert
personnel removing tags
that contractor's concurrence is required.

         C.1.7.5.  The  contractor's  representative  shall  notify  the  ship's
Commanding  Officer or the SAR immediately  when the contractor work is complete
and the system, piping, or circuit is ready for activation to accomplish removal
of tags.

                  C.1.7.5.1.  The  contractor's  representative  shall  sign the
ship's tag-out log sheet to show concurrence in tag removal and clearance before
removal.

                  C.1.7.5.2.  Ship's  Force  personnel  with  remove  tags after
contractor's  concurrence  and  clearance  has  been  recorded  and  removal  is
authorized by the SAR.

         C.1.7.6. The contractor shall install stamped or engraved metal tags on
removal piping,  valves, and equipment indicating the location,  system,  ship's
name and task order number.

         C.1.7.7. The contractor shall not disturb, modify, remove, energize, or
operate any switch,  fitting,  valve or other  equipment  affixed  with a ship's
isolation tag without permission of the Ship's Force.

                  C.1.7.7.1.  The contractor shall not remove or relocate ship's
isolation tags without concurrence of the Ship's Force.

         C.1.7.8.  Contractor  shall  provide  and  install  a  double  backflow
preventer  with a valve and sample line  between  them on all pierside or ship's
potable water supplies prior to using any government furnished potable water.


C.2.     REFERENCES

C.2.1.  The  requirements of the following  references and of the attachments in
Section  J shall  be  accomplished  in the  execution  of this  contract  unless
otherwise  stated  herein.  The  contractor  is  responsible  to use the  latest
revisions  of all  references,  specifications  and  standards  in effect at the
closing date of this solicitation.

         C.2.1.1. CHEMICAL CLEANING AGENT

         a. The chemical cleaning solution proposed for use in CHT systems must,
in a timely manner, dissolve calcium carbonate, cupreous oxide and ferric oxide.
The solution must be noncorrosive nor will it cause damage to the system and its
<PAGE>
                                                                   Page 31 of 84

components.  The  solution  must be  employed  at ambient  temperature  and at a
pressure  not to exceed the  system's  operating  parameters.  The  process  and
chemical utilized must provide for the habitability,  health, safety and welfare
of the crew; permitting them to remain on board during the process. The chemical
solution  shall be disposable  and  considered  nonhazardous,  after  treatment,
meeting all Federal, state and local regulations.

C.2.1.2.          MILITARY STANDARDS

         a.       NAVSEA STD ITEM 009-01:      General Criteria; accomplish; dtd
                                               13SEP 1996

         b.       NAVSEA STD ITEM 009-09:      Process    Control     Procedure:
                                               provide  and  accomplish;  dtd 13
                                               SEP 1996

         c.       NAVSEA STD ITEM 009-23:      Interferences;     remove     and
                                               install; dtd 13 SEP 1996

         d.       NAVSEA STD ITEM 009-24:      Isolation,  Blanking, and Tagging
                                               Requirements;  accomplish; dtd 13
                                               SEP 1996

         e.       NAVSEA STD ITEM 009-32:      Cleaning       and       Painting
                                               Requirements;  accomplish; dtd 13
                                               SEP 1996

         f.       NAVSEA STD ITEM 009-35:      Fire Prevention and Housekeeping:
                                               accomplish; dtd 13 SEP 1996

         g.       NAVSEA STD ITEM 009-12:      Welding,     Fabrication,     and
                                               Inspection  Requirements;  dtd 13
                                               SEP 1996

         h.       MIL-STD-777E:                Schedule   of   Piping,   Valves,
                                               Fittings,  and Associated  Piping
                                               Components   for  Naval   Surface
                                               Ships; dtd 7 FEB 1996

C.2.1.3.   OTHER PUBLICATIONS

         a.       29 CFR part 1915:            Occupation   Safety   and  Health
                                               Administration     (OSHA);    dtd
                                               February 1994

         b.       Standard 306:                National     Fire      Protection
                                               Association; dtd July 1993

         c.       NAVMED P-5010-7:             Manual   of  Naval   Preventative
                                               Medicine,  Chapter 7,  Wastewater
                                               Treatment  and  Disposal,  Ashore
                                               and Afloat; (dtd MARCH 1985)
<PAGE>
                                                                   Page 32 of 84

         d. NAVSEA S90086-T-8-STM-000/CH-593:  NSTM,  Pollution  Control dtd OCT
                                               1976 with change 3

         e. SWI 077-01: Hazardous Waste        Produced on Naval Vessel;  dtd 04
                                               APR 1997

C.3.     REQUIREMENTS

         The contractor shall provide all material,  labor, services,  supplies,
power,  accessories,  facilities and such other equipment  deemed  necessary for
accomplishing assigned tasks in this
contract, or task orders.

NOTE:  There are  various  CHECK  POINTS  throughout  the  performance  of these
services. CHECK POINT is a phrase inserted in the Statement of Work to establish
a point in the sequence of  accomplishment  of work at which time the Supervisor
(Supervisor of  Shipbuilding/COR)  shall be notified a minimum of four (4) hours
in  advance  to permit  observation  of a  specific  test or  inspection  by the
Government.

C.3.1.  Chemical utilized for cleaning shall comply with reference C.2.1.1.a and
be able to remove all calcium carbonate build up in sewage lines.

C.3.2.  The  contractor  shall  coordinate  securing of ship's water closets and
urinals with the ship's Commanding Officer or the SAR to minimize  disruption to
the crew.

C.3.3.  The  contractor  shall  submit  four (4)  legible  copies of the Process
Control  Procedure (PCP) (see Exhibit A,  Attachment 1) to the Ordering  Officer
for approval prior to the start of work under this contract.

C.3.4. The contractor shall install and connect  temporary waste water system to
CHT  (Collection,  Holding  and  Transfer)  connection  on  the  pier  prior  to
commencing chemical cleaning.  Make necessary connections at the holding tank to
allow the  isolation and drainage of cleaning  solution and test water.  Install
air pump for emergency  evacuation of system in the event system failure occurs.
Insure evacuation pump is connected to tanker.

         C.3.4.1.  The  contractor  shall  remove  and  reinstall  interferences
necessary to accomplish  work required by this work item. The  contractor  shall
accomplish the requirements of reference C.2.1.2.c.
<PAGE>
                                                                   Page 33 of 84

CHECK POINT (LEAK TEST)

C.3.5.  Perform  water test of the piping by filling  the piping  system  from a
pierside  pumping  station.  Induce water at the highest point of the system and
down the sewage  drains until the entire  system is full,  venting the system as
necessary to allow complete filling. With the entire system full, allow water to
stand while monitoring for leaks. Upon  determination that the system is free of
leaks, drain the system.

         C.3.5.1. The contractor shall submit four (4) legible copies of reports
of any leaks found including location in shipboard piping to the SAR and SUPSHIP
COR.

         C.3.5.2.  The  contractor  shall  temporarily  patch leaks in shipboard
piping to facilitate the cleaning of the system.

         C.3.5.3.  Upon  determining  the system is free of leaks, a level check
must be performed to determine proper isolation of specific system compartments.
Flush each  compartment  (water  closet,  urinal)  separately to ensure that all
liquids  that are  pumped  into the system are being  recovered  at the  pumping
station.  The level and  recovery  check is to be done with  water.  C.3.6.  The
contractor  shall empty,  clean,  contain and dispose of soil matter in existing
soil  piping  in way of  accomplishing  work  required  by this work  item.  The
contractor   shall  remove  residual   resulting  from  the  chemical   cleaning
operations.

         C.3.6.1.  Handling/Disposal  shall be in accordance with local,  state,
and/or Federal environmental regulations.

         C.3.6.2. The contractor shall adhere to the sanitary,  hygienic, safety
and cleaning  practices as specified in paragraphs 593-3.1 through 593-4.5.20 of
reference C.2.1.3.d.

C.3.7.  Inspection  of sewage  piping  shall be  accomplished  using fiber optic
baroscope  inspection  equipment  capable of video tape (VHS  format)  recording
before and after cleaning to prove
cleanliness.

         C.3.7.1.  Inspections  shall only be accomplished via each water closet
rubber boot connection  points,  urinal hose connection  points,  and previously
installed clean-out connections.

         C.3.7.2.  Inspections  shall be  accomplished  prior to charging system
with  chemical(s),  periodically  after two (2) hour flush interval to determine
effectiveness of cleaning, and before
restoring system to operation.
<PAGE>
                                                                   Page 34 of 84

         C.3.7.2.1.  Inspections  shall include  inspection of all urinal piping
from urinal to first cleanout, all header piping from toilets to first cleanout,
and 10 percent of  remainder of all cleaned  piping,  including  elbows.  The 10
percent inspected shall be identified by the COR.

         "C" C.3.7.2.2.  An acceptable  cleanliness standard is that standard in
which, when inspected, bu fiber optic equipment,  calcium carbonate, rust or any
other foreign matter is not present.

         C.3.7.3.  Videotaped inspections shall be delivered to the COR no later
than 5 calendar days after work order is completed.

                  C.3.7.3.1.  Minimum  inspections  that shall be  recorded  are
those listed in Section C, paragraph C.3.7.2.

                  C.3.7.3.2.  Time  duration  of video  shall be no less that 10
minutes. Each inspection point videotaped shall be 1 minute in length minimum.

                  C.3.7.3.3.  An itemized list of inspection  points (date, time
and inspection point) shall be included with each cassette  indicating  location
on the video tape of each inspection
point.

CHECK POINT (INSPECTION OF SEWAGE PIPING

C.3.8.  The contractor shall inspect sewage piping from each connection point to
the standards stated in paragraph  C.3.7.2.2.  Continue cleaning until standards
are met.

         C.3.8.1.  Flush the system with a neutralizing solution to achieve a ph
level between 5.5 and 8.5.

C.3.9. The contractor shall be capable of performing the following  processes as
required per task order and in accordance with applicable references:

         (a)      Pipe bending
         (b)      Pipe cleaning
         (c)      Cutting
         (d)      Threading
         (e)      Grinding
         (f)      Brazing
         (g)      Welding
         (h)      Inspection
         (I)      QA Control

         C.3.9.1.  All material shall conform to the  requirements  of reference
C.2.1.2.H unless otherwise specified in individual task orders.
<PAGE>
                                                                   Page 35 of 84

         C.3.9.2.  Welding and brazing  procedures and  requirements,  electrode
selection, inspections,  personnel qualifications and workmanship qualifications
are to be in accordance with the requirements of NAVSEA Standard Item 009-12.

                  C.3.9.2.1.  For  specific  welding,  brazing,  and  inspection
operations  as specified in paragraph 3.4 of NAVSEA  Standard  Item 009-12,  the
contractor shall provide a process control  procedure using NAVSEA Standard Item
009-09 for guidance.

         C.3.9.4.  The  contractor  shall submit a proposal  containing a ripout
plan, major interferences, affected areas/systems, and tests for reinstallation.
The proposal shall also contain sketches for repairs/modifications listing type,
size and design of components  involved when no other plans are  available.  The
proposal only when required  shall be submitted  prior to start of work for each
individual task order and shall contain all work specified in the contract.

C.3.10. The contractor shall accomplish the following:

         C.3.10.1.   Provide  the  services  of  a  National   Fire   Protection
Association (NFPA) Certified marine Chemist and certify each space listed in the
task order,  requiring  certification  in accordance with Subpart B of reference
C.2.1.3.a. safe for workers and safe for hot work.

                  C.3.10.1.1. Initial posting of the log shall precede the start
of work within the space on the task order.

                  C.3.10.1.2.  The Marine Chemist's  certificate may be used for
posting the log.

         C.3.10.2. Accomplish the requirements of reference C.2.1.3.a. for entry
and not work,, to also include the following:

                  C.3.10.2.1.  All competent  persons shall be trained by a NFPA
Certified  Marine  Chemist  using  Subparts  A, B, and  1915.152 of Subpart I of
reference  C.2.1.3.1.a.  as  guidance or under an  approved  Shipyard  Competent
Person Training Program.

                  C.3.10.2.2.  In  addition  to the  requirements  of  reference
C.2.1.3.a. certify annually and update with new personnel certified as competent
persons that the competent  persons have received training in one of the methods
listed in  C.3.10.2.1.  by  forwarding a copy of a company  headed letter to the
Ordering Officer. The certification shall contain the following:
<PAGE>
                                                                   Page 36 of 84

         (a)      Competent person's name(s)
         (b)      Competent person's company identification number(s)
         (c)      Competent person's experience (years/months)
         (d)      Name and identification number of NFPA Certified
                  Marine
                  Chemist utilized to conduct training or name and title
                  of person(s) conducting approved training
         (e)      Date of completed training
         (f)      Signature of contractor's certifying official

C.3.11.  The contractor shall be held responsible for continuous clean up of all
debris and fluids  incidental to removal or  installation  of piping  components
during performance of work on individual task orders.

C.3.12.  Upon completion of cleaning,  modification  and repair,  the contractor
shall immediately  restore systems to operational  status.  The contractor shall
install new rubber  boots,  fasteners  and clamps as  directed  by the  Ordering
Officer.

C.3.13. The contractor shall operationally test all  disturbed//cleaned  sets of
urinals and water closets; zero leakage and unrestricted flow.

CHECK POINT (OPERATIONAL TEST)

C.3.14.  The contractor shall test operate proving zero leakage and unrestricted
flow.

C.3.15.  The contractor  shall submit four (4) legible copies of test results to
the SAR and the ordering officer in accordance with Section E.

C.4.     CONTRACTOR FURNISHED EQUIPMENT

C.4.1.  As  required  for  performance  of  individual  Task Orders  (Tos),  the
contractor  shall furnish all necessary  materials and equipment to perform work
required by this contract.  Connection  hoses between system and pumping station
shall be 150 pound  petroleum  transfer  hose,  or equal  wire  reinforced  with
stainless steel fittings and adequate size to accomplish cold chemical  cleaning
in a timely manner.

C.4.2. It shall be the  Contractor's  responsibility  to maintain all Contractor
furnished equipment properly  calibrated,  tested and in a state of repair that,
ready for use,  to the  extent  necessary  to avoid  impacting  the  performance
requirements of this contract.

C.4.3. All contractor  furnished cleaning  equipment such as hoses,  valves, and
filters  shall be neatly  routed  out of  walkways  and pose no trip  hazards to
ship's forces. Contractor shall furnish hose trees to ensure equipment is out of
the way, and line and plastic wrap joints to prevent leaks at hose connections.
<PAGE>
                                                                   Page 37 of 84

C.4.4. The contractor shall provide air boundaries/barriers on all external ship
accesses when hoses passing  through  accesses  prevent  closing of all existing
doors,  hatches or scuttles.  These  boundaries  are to be installed  especially
during cold or wet weather.

C.5. SUP 5252.237-9401 PERSONNEL QUALIFICATIONS (MINIMUM) (JAN 1992)

         (a)  Personnel  assigned  to or  utilized  by  the  Contractor  in  the
performance  of  this  contract  shall,  as  a  minimum,  meet  the  experience,
educational, or other background requirements set forth below and shall be fully
capable of performing in an efficient, reliable, and professional manner. If the
offeror does not identify the labor categories listed below by the same specific
title, then a cross-reference  list should be provided in the offeror's proposal
identifying the difference.

         (b) The Government will review resumes of contractor personnel proposed
to be assigned,  and if personnel not currently in the employ of  Contractor,  a
written agreement from potential employee to work will be provided.

         (c)  If  the  ordering   Officer/Contracting   Officer   questions  the
qualifications  or competence of any person  performing under the contract,  the
burden of proof to sustain  that the person is qualified  as  prescribed  herein
shall be upon the Contractor.

          (d)  The  Contractor  must  have  the  personnel,   organization,  and
administrative  control necessary to ensure that the services performed meet all
requirements  specified in delivery orders.  The work history of each Contractor
employee shall contain experience directly related to the tasks and functions to
be assigned.  The  Ordering  Officer/Contracting  Officer  reserves the right to
determine if a given work history contains necessary and sufficiently  detailed,
related  experience to reasonably ensure the ability for effective and efficient
performance.

                      Labor Categories/Minimum Requirements

1)  Supervisor  (Project  Manager):   Minimum  of  four  (4)  years  supervisory
experience in the plumbing  trade,  relevant to repair,  cleaning and testing of
CHT  systems on board US  military  vessels  and is  familiar  with OSHA and EPA
requirements.

2) Quality Assurance Manager:  Minimum of four (4) years Q/A experience obtained
by writing procedures, implementing Q/A plans, reading and recording data and is
familiar with OSHA and EPA requirements.

3) Plumber  Maintenance:  minimum of four (4) years  experience  /training  in a
recognized  apprentice  to  mechanic  program  or a  minimum  of four (4)  years
experience in the plumbing  trade,  relevant to repair,  cleaning and testing of
CHT systems on board US military vessels.
<PAGE>
                                                                   Page 38 of 84

4) Journeyman  Pipefitter:  Minimum of four (4) years experience  /training in a
recognized  apprentice  to  mechanic  program  or a  minimum  of four (4)  years
experience in piping  assembly,  fabrication  and/or repair of shipboard  piping
systems,   and  must  demonstrate   proficiency  in  the  layout,   fabrication,
installation,  testing,  and maintenance of all shipboard piping systems,  fresh
and salt water,  steam lube oil, fuel oil,  hydraulic fluid,  gaseous fuels, low
pressure air and exhaust, drain, boiler bottom blow and soot blower.

5) Journeyman Mechanic (Welder/Brazer):

         (a) Trade knowledge, such as that acquired by serving an apprenticeship
in the applicable trade, or four (4) years experience.

         (b)  Certification.  for  pipe  welding/brazing  shall  include  but no
limited to carbon steel, copper-nickel and aluminum.

         (c) Procedural  qualifications  and personnel  qualifications  for pipe
welding/brazing shall include but not be limited to carbon steel,  copper-nickel
and aluminum.

         (d) Certification for pipe welding/brazing dissimilar metals to include
but not be limited to copper-nickel to steel and copper to steel.

6)  Maintenance  Trades  Helper:  Minimum  of two (2) years  experience/training
assisting journeyman plumber.

7) Laborer:  No experience  required,  the laborer  performs tasks which require
mainly physical abilities and effort involving little or no specialized skill or
prior work experience.

C.6.     REQUIRED STANDARD OF WORKMANSHIP

         Unless otherwise specifically provided in this contract, the quality of
all services  rendered  hereunder shall conform to the highest  standards in the
relevant profession,  trade or field of endeavor. All services shall be rendered
by or  supervised  directly  by  individuals  fully  qualified  in the  relevant
profession, trade or field, and holding any licenses required by law.

C.7.     CONTRACTOR PERFORMANCE

         The  contractor  shall  perform the services in this contract as may be
ordered by the  issuance  of task  orders from the  Ordering  Officer(s)  at the
Supervisor of Shipbuilding,  Conversion and Repair,  USN,  Portsmouth  Virginia.
When  ordered,  the services for Chemical  Cleaning of Sewage Piping shall be in
accordance with the requirements as outlined in this contract. Services shall be
provided  as  specified  in  Section F herein.
<PAGE>
                                                                   Page 39 of 84

Contractor's  facility  shall be located to respond by surface travel within one
(1) hour of Supervisor of Shipbuilding,  Conversion & Repair,  USN,  Portsmouth,
VA.


C.8.     ORDERING ADDITIONAL WORK/UNDISCLOSED WORK

         (a) The following  procedure will be used to order  additional  work or
undisclosed  work (any work  related to chemical  cleaning of piping that is not
covered  by  fixed  price  line  items  such as,  but not  limited  to,  lagging
replacement,  urinal replacement, etc.) necessary to satisfactorily complete CHT
(Collection, Holding and Transfer) System Cleaning under the contract. Such work
may be called for by the issuance of a task order  modification  by the Ordering
officer during the term of the contract.

                  During the  course of work under  other  contract  items,  the
contractor  shall  promptly  recommend  to the  Ordering  officer,  in  writing,
additional  work as he  discovers  the  need for such  work.  Concurrently,  the
contractor  shall quote a price and delivery time for the  additional  work. The
Ordering  Officer  shall  promptly  review  the  recommendation  and may,  after
reaching  agreement with the Contractor,  issue a Task Order  Modification.  The
Government  has no obligation  under this paragraph to issue any such task order
modification.

                  The  contractor  shall not proceed  with the work until a task
order  modification is issued.  Whenever the Ordering Officer determines that it
is in the interest of the Government not to delay  performance of the work until
a price is negotiated,  the Ordering  officer may specify in the task order that
the contractor  shall proceed  forthwith.  In every case, prior to completion of
the work called for therein,  the parties  shall  negotiate a price and delivery
schedule as expeditiously as possible and modify the task order accordingly.

         (b)  Government  work  requirements  shall  be  issued  as  task  order
modifications under this contract by the Ordering Officer.  The Ordering officer
will  negotiate  a firm  fixed  price  for man  hours  and a  ceiling  price for
materials.  The task orders shall set forth the work to be  performed  and shall
refer to the Contract Line Item Number (CLIN)  pursuant to which the request was
issued.  They shall  include or be amended to include  the price of the work and
the delivery schedule therefor.

                  The task order  modification shall cite the funds allotted for
payment of the work ordered  thereby.  The  provisions of the contract  shall be
applicable to all task orders issued under this clause.  Failure to agree upon a
reasonable  price  shall be  considered  a  "dispute"  under the  clause of this
contract entitled "Disputes". Modifications to task orders may be issued subject
to the same conditions as the original task order. The contractor's  concurrence
as to the terms of the task order or  modification  will be evidenced by signing
the  respective  document.  The term  "Work/Task"  as used herein  includes both
supplies and services to the extent covered by the referenced contract item.
<PAGE>
                                                                   Page 40 of 84

         (c)  Due to the  nature  of the  application  of the  equipment,  it is
necessary  that the  approval  of the  Ordering  Officer  be  obtained  prior to
authorizing  performance of additional work under CLINS 1005,  2005,  3005, 4005
and 5005.

         (d) The  cost  of any  additional  work  due to the  negligence  of the
contractor or its employees or due to their failure to follow  specifications or
correct trade practices shall be borne entirely by the contractor.


C.9. PRIOR WRITTEN PERMISSION REQUIRED FOR ALL SUBCONTRACTS

         None of the services  required by this contract shall be  subcontracted
to or  performed  by  persons  other  than the  contractor  or the  contractor's
employees without the prior written consent of the Contracting Officer.


C.10. INTERFERENCES

         Offerors are advised that the prices offered for services shall include
labor and material  necessary for removal and  reinstallation  of  interferences
required in SECTION C, herein.


C.11. REIMBURSEMENT OF MATERIAL COSTS

         Cost  of  Materials.  The  cost of  materials,  furnished  pursuant  to
specific  authorization  by the  Ordering  Officer  shall be  reimbursed  at the
contractor's  invoice cost less any discounts to be taken plus  applicable  DCAA
indirect cost(s). No fee shall be allowed on material cost.  Expendable material
costs for items  such as  office  supplies,  report  paper,  diskettes,  printer
ribbons,  printer  wheels/thimbles,  drafting  equipment  and tools of the trade
items, such as word processing and reproduction  equipment or any equipment that
is  normally  found in an office  shall be  absorbed  by the  contractor  in his
applicable  burden rate.  The  contractor  shall support  material  invoice with
copies of paid  invoices  or store  room  requisitions  to  support  all  direct
material costs claimed.


C.12. DELAY/DISRUPTION

         The contractor  shall  coordinate the work effort on ordered tasks on a
daily  basis with  Ship's  Force to prevent  changing  situations  on board ship
causing delays and  disruptions.  Disruptions  due to drills,  shifting  berths,
inspections, delay in obtaining access, serving meals and operation of equipment
are  to be  expected  and  are  considered  to be  normal  rather  than  unusual
occurrences during the performance of work on tasks ordered under this contract.
<PAGE>
                                                                   Page 41 of 84

C.13. LIABILITY AND INSURANCE

         (a) The contractor  shall assume all liability for and shall  indemnify
and save harmless the government, its officers,  enlisted personnel,  agents and
employees from and against any loss,  damage or injury which may be sustained by
any person or persons,  whether they be employees agents or  representatives  of
the parties  hereto,  or third persons,  as a result of the  performance of this
contract. In the event any such claim or demand is made upon the government, its
officers,  enlisted  personnel,  agents and employees,  or in the event any suit
therefore is  instituted,  the Government  shall give  immediate  notice of such
claim or suit to the contractor and will refrain from any payment or demand with
respect to such claim or suit without first obtaining the written consent of the
contractor.  The  contractor  shall  reimburse  the  government,  its  officers,
enlisted personnel agents and employees for any judgements, payments or expenses
occasioned to them in connection  with claims,  demands or suits of which notice
has been given by the government.

         (b) The  contractor  releases the  government,  its officers,  enlisted
personnel, agents and employees from any liability for any loss damage or injury
which may be sustained by the contractor in the performance of this contract and
hereby agrees to indemnify the  government,  its officers,  enlisted  personnel,
agents and employees from any loss,  damage, or injury which may be sustained by
the  government,  its  officers,  enlisted  personnel,  agents and  employees in
connection therewith.

         (c)  Notwithstanding any other provision of this clause, the contractor
shall not be  required to  reimburse  the  government,  its  officers,  enlisted
personnel, agents and employees for any judgements, payments or expenses arising
out of its or their negligence.


C.14. EMPLOYMENT OF NAVY PERSONNEL RESTRICTED

         In  performing  this  contract,  the  contractor  will  not  use  as  a
consultant  or employ (on either a full or part time basis) any active duty Navy
personnel  (civilian or military)  without the prior approval of the Contracting
Officer. Such approval may be given only in circumstances where it is clear that
no laws and no DOD or Navy instructions, regulations, or policies might possibly
be contravened and no appearance of a conflict of interest will result.
<PAGE>
                                                                   Page 42 of 84

SECTION E  INSPECTION AND ACCEPTANCE


E.1. FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

         This contract  incorporates one or more clauses by reference,  with the
same  force and effect as if they were given in full  text.  Upon  request,  the
Contracting officer will make their full text available.

FEDERAL ACQUISITION REGULATION CLAUSES
--------------------------------------
52.246-4          INSPECTION OF SERVICES  FIXED PRICE               FEB 1992
52.246-16         RESPONSIBILITY OF SUPPLIES                        APR 1984


E.2. INSPECTION AND ACCEPTANCE (DESTINATION)

         Inspection  and  acceptance of the supplies or services to be furnished
hereunder  shall be made at  destination  by the receiving  activity,  Ship's QA
Officer or his designated representative, E7
or above.

         Receiving  activity  shall  execute   acceptance   certificate  on  the
applicable  inspection and receiving  report form (DD Form 250, DD Form 1155, or
Standard  Form  44).  The  acceptance   document  shall  include  the  following
information:

                  (1) Date of invoice receipt
                  (2) End date  and  percentage  of work  completed
                  (3) Amount certified for payment
                  (4) Certification  and signature by the COR
                  (5) Certification by the Ordering officer for payment
                  (6) Date forwarded to payment office

NOTE: 1. The Ordering Officer or the Contracting Officer's  Representative (COR)
may inspect work in progress,  either at the  Contractor's  facility or on board
any Naval vessel, at any time.

         2. The contractor shall respond to any Government corrective documents,
such  as  Quality   Deficiency   Reports   (QDR'S),   etc.   issued  because  of
unsatisfactory contract performance. The appropriate corrective actions shall be
taken by the  contractor  and written  response  shall be provided in accordance
with the specific corrective action document requirements.


E.3. INSPECTION AND ACCEPTANCE (ADDITIONAL PROVISIONS)

         The performance by the Contractor and the quality of the work delivered
including any equipment furnished, and documentary material written or compiled,
shall be  subject  to  in-process  review  and  inspection  during  performance.
Inspection  may be  accomplished  at any work location  involved and  authorized
government  personnel  shall be  permitted  to  observe  the work or to  conduct
inspection at all reasonable hours.  Inspection or test by the Government of any
services  rendered  or  supplies  furnished   hereunder  does  not  relieve  the
Contractor from any  responsibility  regarding
<PAGE>
                                                                   Page 43 of 84

defects or other failures to meet contract  requirements  which may be disclosed
prior to final acceptance by contract  requirements which may be disclosed prior
to  final  acceptance  by  Supervisor  of  Shipbuilding,   Portsmouth,  Virginia
authorized representative(s).


E.4. INSPECTION SYSTEM REQUIREMENTS

         The contractor  shall  accomplish the requirements of Attachment I, CIS
Quality System; Provide.
<PAGE>
                                                                   Page 44 of 84

SECTION F - DELIVERIES OR PERFORMANCE


F.I. PAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (MM 1988)

         This contract  incorporates one or more clauses by reference,  with the
same  force and effect as if they were given in full  text.  Upon  request,  the
Contracting officer will make their full text available.

FEDERAL ACQUISITION REGULATION CLAUSES
--------------------------------------
52.242-15                  STOP-WORK ORDER                           AUG 1989
52.242-17                  GOVERNMENT DELAY OF WORK                  APR 1984


F.2. DELIVERY OF DATA

         Place and time of delivery of data shall be as specified on the DD Form
1423  (Contract  Data  Requirements  List) which is an exhibit to this contract,
unless delivery is deferred at the  Government's  option by written order of the
Contracting Officer.


F.3. TIME OF DELIVERY AND OR PERFORMANCE OF SERVICES "C"

         The actual  performance  periods will be  specified on each  individual
task order.


F.4. DURATION OF CONTRACT PERIOD

         This  contract  shall  become  effective  on  the  date  of  award,  or
commencement date specified in the award  information (if specified),  and shall
continue  in effect  during  the  following  12  months,  unless  terminated  in
accordance with other provisions herein.


F.5. PLACE OF DELIVERY: DESTINATION

         The  services to be furnished  hereunder  shall be performed on vessels
located in the Hampton Roads,  Virginia Area or other areas as specified on each
individual task order.
<PAGE>
                                                                   Page 45 of 84

F.6. EMERGENT WORK "C"

         Approximately  40  percent  of all  orders  issued  are  classified  as
"EMERGENT," as determined by the COR. The contractor shall begin  performance of
emergent  work within "24 hours" of verbal or written  order by the  Contracting
Officer/Ordering officer.
<PAGE>
                                                                   Page 46 of 84


SECTION G - CONTRACT ADMINISTRATION DATA


G.1. NAPS 5252.232-9000 SUBMISSION OF INVOICES (FIXED PRICE) (JUL 1992)

         (a)  "Invoice"  as used in this clause  does not  include  contractor's
requests for progress payments.

         (b) The contractor shall submit original invoice with one (1) copy to:

                  Supervisor of Shipbuilding, Conversion & Repair, USN
                  P. 0. Box 215  Attn: Code 6101
                  Portsmouth, VA 23705-0215

         Invoices shall be segregated by individual task order.

         (c) The use of Material  Inspection and Receiving Reports, DD Form 250,
as an invoice is encouraged.

         (d) In  addition to the Prompt  Payment  clause of this  contract,  the
contractor shall cite on each invoice:

                  (1) the Contract Line Item Number (CLIN)
                  (2) the Sub-Line Item Number  (SLIN)
                  (3) the quantity
                  (4) the unit price
                  (5) the extended price
                  (6) the total amount invoiced

G.2. SUP 5252.243-9400  AUTHORIZED CHANGES ONLY BY THE CONTRACTING  OFFICER (JAN
                        1992)

         (a) Except as specified in paragraph (b) below, no order, statement, or
conduct of Government personnel who visit the Contractor's  facilities or in any
other manner  communicates  with Contractor  personnel during the performance of
this  contract  shall  constitute  a change under the  "Changes"  clause of this
contract.

         (b) The  Contractor  shall not  comply  with any  order,  direction  or
request of Government personnel unless it is issued in writing and signed by the
Contracting  Officer, or is pursuant to specific authority otherwise included as
a part of this contract.
<PAGE>
                                                                   Page 47 of 84

G.2. SUP 5252.243-9400  AUTHORIZED CHANGES ONLY BY THE CONTRACTING  OFFICER (JAN
                        1992) (continued)

         (c) The  Contracting  Officer is the only person  authorized to approve
changes  in  any of the  requirements  of  this  contract  and,  notwithstanding
provisions  contained  elsewhere in this contract,  the said  authority  remains
solely the Contracting Officer's. In the event the contractor effects any change
at the direction of any person other than the  Contracting  Officer,  the change
will be considered to have been made without authority and no adjustment will be
made in the contract price to cover any increase in charges incurred as a result
thereof.

The address and telephone number of the  Administrative  Contracting Office will
be:

                  Ron Cates, SUPSHIP Code 422.4
                  Supervisor of Shipbuilding, Conversion and Repair, USN
                  P. 0. Box 215
                  Portsmouth, VA 23705-0215
                  (757) 396-5041 X426
<PAGE>
                                                                   Page 48 of 84

SECTION H SPECIAL C0NTRACT REQUIREMENTS


H.1.     CONTRACTING OFFICER'S REPRESENTATIVE (COR) "C"

         (a) The COR for this contract is: J. C. Tenney

         (b) The Alternate COR for this contract is: J. D. Weaver

         (c) The COR will act as the Contracting  Officer's  representative  for
technical matters,  providing technical direction and discussion,  as necessary,
with  respect to the  specification  or statement of work,  and  monitoring  the
progress and quality of contractor performance. The COR is not an Administrative
Contracting  Officer and does not have authority to direct the accomplishment of
effort  which is beyond the scope of the  statement  of work in the contract (or
task order).

         (d) When,  in the opinion of the  contractor,  the COR requests  effort
outside the existing scope of the contract (or task order), the contractor shall
promptly notify the  contracting  officer (or ordering  officer) in writing.  No
action  shall  be  taken  by the  contractor  under  such  direction  until  the
contracting officer has issued a modification to the contract (or in the case of
a task order,  until the ordering  officer has issued a modification to the task
order) ; or until the issue has been otherwise resolved.

         (e) In the  event  that the COR  named  above is  absent  due to leave,
illness or official business, all responsibilities and functions assigned to the
COR will be the responsibility of the alternate COR.

         (f) The COR is  designated  as the  Property  Administrator  to  ensure
compliance with FAR Part 45 with respect to control of government property.


H.2. LIABILITY, AUTOMOBILE AND WORKMEN'S COMPENSATION INSURANCE

         The following  types of insurance  are required in accordance  with the
clause entitled "INSURANCE WORK ON A GOVERNMENT INSTALLATION" (FAR 52.228-5) and
shall be maintained in the minimum amounts shown:

1.       Comprehensive  General Liability:  $200,000 per person and $500,000 per
         accident for bodily injury.
2.       Automobile Insurance: $200,000 per person and $500,000 per accident for
         bodily injury and $20,000 per accident for property damage.
3.       Standard Workmen's Compensation and Employer's Liability insurance (or,
         where  maritime  employment  is  involved,  Longshoremen's  and  Harbor
         Workers Compensation Insurance) in the minimum amount of $100,000.
<PAGE>
                                                                   Page 49 of 84


H.3.     REIMBURSEMENT OF TRAVEL COSTS

         (a) Travel

                  (1)  Area of  travel.  Performance  under  this  contract  may
require  travel by contractor  personnel.  If travel,  domestic or overseas,  is
required,  the contractor is responsible for making all needed  arrangements for
his personnel. This includes but is not limited to the following:

                           Medical Examinations
                           Immunization
                           Passports, visas, etc.
                           Security Clearances

                           All contractor  personnel required to perform work on
any U.S.  military  vessel will have to obtain boarding  authorization  from the
Commanding Officer of the vessel prior to boarding.

                  (2)  Travel  Policy.   The   Government   will  reimburse  the
contractor for allowable  travel costs incurred by the contractor in performance
of the  contract  and  determined  to be in  accordance  with FAR subpart  31.2,
subject to the following provisions:

                           Travel   required  for  tasks   assigned  under  this
contract shall be governed in accordance with rules set forth for temporary duty
travel in the  Department  of  Defense  Joint  Travel  Regulations:  Vol.  2 for
Civilian Personnel.

                  (3) Travel. Travel, subsistence,  and associated labor charges
for travel time are  authorized  for travel beyond a 50 mile radius of the local
office,  whenever  a task  assignment  requires  work  to be  accomplished  at a
temporary  alternate  work site. No travel,  subsistence,  or  associated  labor
charges  for travel time shall be charged  for work  performed  within a 50 mile
radius of the contractor's local office.

                           Travel  performed for personal  convenience and daily
travel to and from work at contractor's facility will not be reimbursed.

                  (4) Per Diem.  Per them for travel on work assigned under this
contract will be reimbursed to employees consistent with company policy, but not
to exceed the amount  authorized  in the  Department  of  Defense  Joint  Travel
Regulations.
<PAGE>
                                                                   Page 50 of 84

H.3. REIMBURSEMENT OF TRAVEL COSTS (continued)

                  (5)  Shipboard  Stays.   Whenever  work  assignments   require
temporary duty aboard a Government  ship,  the contractor  will be reimbursed at
the per them rates identified in paragraphs  C8101.2C or C81181.3B(6) of the DOD
Joint Travel Regulations, Volume 2.

                  (6) Air/Rail Travel. In rendering the services, the contractor
shall be  reimbursed  for the actual  costs of  transportation  incurred  by its
personnel  not to exceed the cost of tourist  class rail,  or plane fare, to the
extent that such transportation is necessary for the performance of the services
hereunder and is authorized by the Ordering Officer.  Such  authorization by the
Ordering  officer  shall be  indicated  in the order or in some  other  suitable
written form.

                  NOTE: To the maximum extent practicable without the impairment
of the effectiveness of the mission,  transportation  shall be tourist class. In
the event  that  only  first  class  travel is  available,  it will be  allowed,
provided justification therefore is fully documented and warranted.

                  (7) Private Automobile.  The use of privately owned conveyance
within the  continental  United States by the traveler will be reimbursed to the
contractor   at  the  mileage  rate   allowed  by  Joint   Travel   Regulations.
Authorization  for use of privately owned  conveyance  shall be indicated on the
order.  Distances  traveled  between  points shall be shown in standard  highway
mileage  guides.  Any deviations  from distance  shown in such standard  mileage
guides shall be explained by the traveler on his expense sheet.

                  (8)  Car  Rental.   The   contractor   shall  be  entitled  to
reimbursement  for car rental,  exclusive of mileage  charges,  as authorized by
each order,  when the services  are required to be performed  outside the normal
commuting  distance from the contractor's  facilities.  Car rental for TDY teams
will be limited  to a rate of one car for every  four (4)  persons on TDY at one
site.


H.4.     DEPARTMENT OF LABOR DETERMINATION OF MINIMUM WAGES AND FRINGE BENEFITS

         A wage  determination  applicable to this work has been  requested from
the U.S.  Department  of Labor.  ATTACHMENT  VIII  hereto sets forth the current
Department  of Labor Wage  Determination  No.:  94-2543 REV 13 dtd 3 Feb 1997 on
file in this office.  Compliance with this wage determination is mandatory until
you are notified of a more recent revision to these determinations.
<PAGE>
                                                                   Page 51 of 84

H.5.     MINIMUM AND MAXIMUM QUANTITIES

         As referred to in paragraph (b) of the "Indefinite  Quantity" clause of
this contract,  the contract  minimum quantity is a total of five (5) percent of
the contract price for the base year
only.
The contract maximum quantity is a total of $3.5 million for
each
lot.


H.6.     WARRANTY OF SERVICES

         (a) DEFINITIONS.  "Acceptance" as used in this clause, means the act of
an authorized  representative of the Government by which the Government  assumes
for itself,  or as an agent of another,  ownership  of existing  and  identified
supplies,  or approves specific services,  as partial or complete performance of
the contract.

"Correction" as used in this clause, means the elimination of a defect.

         (b) Notwithstanding  inspection and acceptance by the Government or any
provision  concerning the conclusiveness  thereof,  the contractor warrants that
all services  performed  under this contract will at the time of acceptance,  be
free from  defects  in  workmanship  and  conform  to the  requirements  of this
contract.   The  Contracting   Officer  shall  give  notice  of  any  defect  or
nonconformance  to the Contractor  within 90 days from the date of acceptance by
the  Government.  The notice  shall state either (1) that the  contractor  shall
correct or reperform any defective or nonconforming services, or reperformance.

         (c) If the Contractor is required to correct or reperform,  it shall be
at no cost to the Government,  and any services  corrected or reperformed by the
contractor  shall be subject to this clause to the same extent as work initially
performed.  If the  contractor  fails or refuses to  correct or  reperform,  the
Contracting  Officer  may be  contract  or  otherwise,  correct or replace  with
similar  services  and  charge  to the  Contractor  the cost  occasioned  to the
Government thereby, or make an equitable adjustment in the contract price.

         (d) If the Government does not reuire correction or reperformance,  the
Contracting Officer shall make an equitable adjustment in the contract price.
<PAGE>
                                                                   Page 52 of 84

SECTION I - CONTRACT CLAUSES

I.1.     FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

         This contract  incorporates one or more clauses by reference,  with the
same  force and effect as if they were given in full  text.  Upon  request,  the
Contracting Officer will make their full
text available.

FEDERAL ACQUISITION REGULATION CLAUSES
--------------------------------------

52.202-1          DEFINITIONS                                      OCT 1995
52.203-3          GRATUITIES                                       APR 1984
52.203-5          COVENANT AGAINST CONTINGENT FEES                 APR 1984
52.203-6          RESTRICTIONS ON SUBCONTRACTOR SALES              OCT 1995
                  TO THE GOVERNMENT
52.203-7          ANTI-KICKBACK PROCEDURES                         JUL 1995
52.203-10         PRICE OR FEE ADJUSTMENT FOR ILLEGAL              JAN 1990
                  OR IMPROPER ACTIVITY
52.203-12         LIMITATION ON PAYMENTS TO INFLUENCE              JAN 1990
                  CERTAIN FEDERAL TRANSACTIONS
52.204-4          PRINTING/COPYING DOUBLE SIDED ON                 MAY 1995
                  RECYCLED PAPER
52.209-6          PROTECTING THE GOVERNMENT'S INTEREST             AUG 1995
                  WHEN SUBCONTRACTING WITH CONTRACTORS
                  DEBARRED, SUSPENDED, OR PROPOSED FOR
                  DEBARMENT
52.211-5          NEW MATERIAL                                     MAY 1995
52.211-7          OTHER THAN NEW MATERIAL, RESIDUAL                MAY 1995
                  INVENTORY, AND FORMER GOVERNMENT
                  SURPLUS PROPERTY
52.21-14          NOTICE OF PRIORITY RATING FOR NATIONAL           SEP 1990
                  DEFENSE USE
52.211-15         DEFENSE PRIORITY AND ALLOCATION REQUIRE.         SEP 1990
52.215-2          AUDIT--NEGOTIATION                               OCT 1995
52.215-3          PREPARATION OF OFFERS                            APR 1984
52.215-5          SOLICITATION DEFINITIONS                         JUL 1987
52.215-22         PRICE REDUCTION FOR DEFECTIVE COST OR            OCT 1995
                  PRICING DATA
52.215-23         PRICE REDUCTION FOR DEFECTIVE COST OR            OCT 1995
                  PRICING DATA - MODIFICATIONS
52.215-24         SUBCONTRACTOR COST OR PRICING DATA               OCT 1995
52.215-25         SUBCONTRACTOR COST OR PRICING DATA -             OCT 1995
                  MODIFICATIONS
52.215-27         TERMINATION OF DEFINED BENEFIT PENSION           MAR 1996
                  PLANS
52.215-30         FACILITIES CAPITAL COST OF MONEY                 SEP 1987
52.215-33         ORDER OR PRECEDENCE                              JAN 1986
52.215-3          REVISION OF ADJUSTMENT OF PLANS FOR POST         MAR 1996
                  RETIREMENT BENEFITS OTHER THAN PENSION
52.215-40         NOTIFICATION OF OWNERSHIP CHANGES                FEB 1995
<PAGE>
                                                                   Page 53 of 84

52.216-18         ORDERING                                         OCT 1995
                  (a)...the effective dat of award of
                        contract through the twelve (12)
                        Months thereafter, unless
                        extended by the exercise of
                        options contained herein.

52.216-19         DELIVERY-ORDER LIMITATIONS                       OCT 1995
                  ...   (a)$500.00
                  ...   (b)(1)$500,000.00;
                           (2)$900,000.00; or
                           (3)30 days
                  ...   (d)two days after issuance

52.216-22         INDEFINITE QUANTITY                              OCT 1995
                  ...   (f) the Contractor shall not be required
                            To make any  deliveries  under  this
                            contract  120 days after  expiration
                            of contract effective date.

52.217-8          OPTION TO EXTEND SERVICES                        OCT 1995
52.217-9          OPTION TO EXTEND THE TERM OF THE CONTRACT        MAR 1989
                  (a)...     30 days
                  (b)...     5 years

52.219-16         LIQUIDATED DAMAGES - SMALL BUSINESS              OCT 1995
                  SUBCONTRACTING PLAN
52.219-8          UTILIZATION OF SMALL BUSINESS CONCERNS           OCT 1995
                  AND SMALL DISADVANTAGE BUSINESS CONCERNS
52.219-9          SMALL BUSINESS AND SMALL DISADVANTAGE            OCT 1995
                  BUSINESS SUBCONTRACTING PLAN
52.219-14         LIMITATION ON SUBCONTRACTING                     JAN 1991
52.22-1           NOTICE OF LABOR DISPUTES                         APR 1984
52.22-3           CONVICT LABOR                                    APR 1984
52.22-4           CONTRACT WORK HOURS AND SAFETY STANDARDS         JUL 1995
                  ACT - OVERTIME COMPENSATION
52.22-26          EQUAL OPPORTUNITY                                APR 1984
52.22-28          EQUAL OPPORTUNITY PREAWARD CLEARANCE OF          APR 1984
                  SUBCONTRACTS
52.22-35          AFFIRMATIVE ACTION FOR SPECIAL DISABLED          APR 1984
                  AND VIETNAM ERA VETERNAS
52.22-36          AFFIRMATIVE ACTION FOR HANDICAPPED               APR 1984
                  WORKERS
52.22-37          EMPLOYMENT REPORTS ON SPECIAL DISABLED           JAN 1988
                  VETERNAS AND VETERANS OF THE VIETNAM ERA
52.22-41          SERVICE CONTRACT ACT OF 1965, AS AMENDED         MAY 1989
52.22-43          FAIR LABOR STANDARDS ACT AND SERVICE             MAY 1989
                  CONTRACT ACT - PRICE ADJUSTMENT
<PAGE>
                                                                   Page 54 of 84

                  (MULTIPLE YEAR AND OPTION CONTRACTS)
52.22-44          FAIR LABOR STANDARDS ACT AND                     MAY 1989
                  SERVICE CONTRACT ACT PRICING ADJUSTMENTS
52.223-2          CLEAN AIR AND WATER                              APR 1984
52.223-3          HAARDOUS MATERIAL IDENTIFICATION AND             NOV 1991
                  MATERIAL AFETY DATA
52.223-6          DRUG-FREE WORKPLACE                              JUL 1990
52.225-10         DUTY FREE ENTRY                                  APR 1984
52.225-11         RESTRICTIONS ON CERTAIN FOREIGN PURCHASES        MAY 1992
52.227-1          AUTHORIZATION AND CONSENT                        JUL 1995
52.227-2          NOTICE AND ASSISTANCE REGARDING PATENT           APR 1984
                  AND COPYRIGHT INFRINGEMENT
52.228-5          INSURANCE-WORK ON A GOVERNMENT INSTALL.          SEP 1989
52.229-3          FEDERAL, STATE, AND LOCAL TAXES                  JAN 1991
52.229-5          TAXES - CONTRACTS PERFORMED IN U.S.              APR 1984
                  POSSESSIONS OR PUERTO RICO
52.230-2          COST ACCOUNTING STANDARDS                        APR 1996
52.232-1          PAYMENTS                                         APR 1984
52.232-7          PAYMENTS UNDER TIME AND MATERIAL AND             APR 1984
                  LABOR HOUR CONTRACTS (ALTERNATE I)
                  *5% WITHHOLDING WAIVED
52.232-8          DISCOUNTS FOR PROMPT PAYMENT                     APR 1989
52.232-11         EXTRAS                                           APR 1984
52.232-17         INTEREST                                         JUN 1996
52.232-23         ASSIGNMENT OF CLAIMS                             JAN 1986
52.232-25         PROMPT PAYMENT                                   MAR 1994
52.232-28         ELECTRONIC FUNDS TRANSFER PAYMENT METHODS        APR 1989
52.232-33         MANDATORY INFORMATION OR ELECTRONIC FUNDS        AUG 1996
                  TRANSFER PAYMENT
52.232-34         OPTIONAL INFORMATION FOR ELECTRONIC              AUG 1996
                  FUNDS TRANSFER PAYMENT
52.233-1          DISPUTES (ALTERNATE I) (DEC 1991)                OCT 1995
52.233-3          PROTEST AFTER AWARD                              OCT 1995
52.237-2          PROTECTION OF GOVERNMENT BUILDINGS,              JAN 1991
                  EQUIPMENTS, AND VEGETATION
52.237-3          CONTINUITY OF SERVICES                           JAN 1991
52.242-13         BANKRUPTCY                                       JUL 1995
52.243-1          CHANGES (ALTERNATE I)                            AUG 1987
52.244-1          SUCONTRACTS (FIXED-PRICE CONTRACTS)              FEB 1995
52.245-2          GOVERNMENT PROPERTY FIXED PRICE                  AUG 1987
52.246-25         LIMITATION OF LIABILITY - SERVICES               APR 1984
52.244-5          COMPETITION IN SUBCONTRACTING                    JAN 1996
52.248-1          VALUE ENGINEERING                                MAR 1989
52.249-4          TERMINATION FOR CONVENIENCE OF THE               APR 1984
                  GOVERNMENT (SERVICES) (SHORT FORM)
52.249-8          DEFAULT (FIXED-PRICE SUPPLY AND SERVICE)         APR 1984
<PAGE>
                                                                   Page 55 of 84

DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT CLAUSES

252.201-7000       CONTRACTING OFFICER'S REPRESENTATIVE            DEC 1991
252.203-7000       STATUTORY PROHIBITION ON COMPENSATION           NOV 1995
                   TO FORMER DEPARTMENT OF DEFENSE
                   EMPLOYEES
252.203-7001       SPECIAL PROHIBITION ON EMPLOYMENT               NOV 1995
252.203-7002       DISPLAY OF DOD HOTLINE POSTER                   DEC 1991
252.204-7003       CONTROL OF GOVERNMENT PERSONNEL WORK            APR 1992
                   PRODUCT
252.205-7000       PROVISION OF INFORMATION TO COOPERATIVE         DEC 1991
                   AGREEMENT HOLDERS
252.215-7000       PRICING ADJUSTMENTS                             DEC 1991
252.215-7002       COST ESTIMATING SYSTEM REQUIREMENTS             DEC 1991
252.223-7001       HAZARD WARNING LABELS                           DEC 1991
252.223-7004       DRUG-FREE WORK FORCE                            SEP 1988
252.233-7005       HAZARDOUS WASTE LIABILITY                       OCT 1992
252.223-7006       PROHIBITION ON STORAGE AND DISPOSAL OF          APR 1993
                   TOXIC WASTE AND HAZARDOUS MATERIALS
252.225-7031       SECONDARY ARAB BOYCOTT OF ISRAEL                JUN 1992
252.225-7032       WAIVER OF UNITED KINGDOM LEVIES                 OCT 1992
252.227-7013       RIGHTS IN TECHNICAL DATA AND COMPUTER           NOV 1995
                   SOFTWARE
252.227-7018       RIGHTS IN NONCOMMERCIAL TECHNICAL DATA          JUN 1995
                   AND COMPUTER SOFTWARE - SMALL BUSINESS
                   INNOVATION RESEARCH PROGRAM
252.227-7028       TECHNICAL DATA OR COMPUTER SOFTWARE             JUN 1995
                   DELIVERED TO THE GOVERNMENT
252.227-7030       TECHNICAL DATA--WITHHOLDING OF PAYMENT          OCT 1988
252.227-7036       CERTIFICATION OF TECHNICAL DATA CONFORMITY      MAY 1987
252.227-7037       VALIDATION OF RESTRICTIVE MARKINGS ON           NOV 1995
                   TECHNICAL DATA
252.231-7000       SUPPLEMENTAL COST PRINCIPLES                    DEC 1991
252.232-7006       REDUCTION OR SUSPENSION OF CONTRACT             AUG 1992
                   PAYMENTS UPON FINDING OF FRAUD
252.233-7000       CERTIFICATION OF CLAIM AND REQUESTS FOR         MAY 1994
                   ADJUSTMENT OR RELIEF
252.424-7000       POST AWARD CONFERENCE                           DEC 1991
252.246-7000       MATERIAL INSPECTION AND RECEIVING REPORT        DEC 1991
252.246-7001       WARRANTY OF DATA                                DEC 1991
252.249-7001       NOTIFICATION OF SUBSTANTIAL IMPACT ON           DEC 1991
                   EMPLOYMENT

I.2. FAR 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR
                  IMPROPER ACTIVITY (JAN 1997)

         (a) If the  Government  receives  information  that a  contractor  or a
person has engaged in conduct  constituting a violation of subsections (a), (b),
(c ) or (d) of Section 27 of the  Office of Federal  Procurement  Policy Act (41
U.S.C.  423) (the  Act),  as amended by  Section  4304 of the  National  Defense
Authorization Act for Fiscal Year 1996 (Pub. L. 104-106), the Government may--
<PAGE>
                                                                   Page 56 of 84

                  (1) Cancel the solicitation,  if the contract has not yet been
awarded or issued; or

                  (2) Rescind the contract with respect to which--

                           (i)  The   Contractor  or  someone   acting  for  the
Contractor  has been  convicted for an offense  where the conduct  constitutes a
violation of subsection 27(a) or (b) of the Act for the purpose of either--

                           (A)  Exchanging  the  information   covered  by  such
subsections for anything of value; or

                           (B)   obtaining  or  giving   anyone  a   competitive
advantage in the award of a Federal agency procurement contract; or

                           (ii)  The  head  of  the  contracting   activity  has
determined,  based upon a preponderance of the evidence,  that the Contractor or
someone acting for the Contractor has engaged in conduct constituting an offense
punishable under subsection 27(e) (1) of the Act.

         (b) If the Government rescinds the contract under paragraph (a) of this
clause,  the  Government  is  entitled  to  recover,  in addition to any penalty
prescribed by law, the amount expended
under the contract.

         (c) The rights and remedies of the Government  specified herein are not
exclusive, and are in addition to any other rights and remedies provided by law,
regulation, or under this
contract.


I.3. 52.203-10 PRICE OR FEE ADJUSTMENT FOR-ILLEGAL OR IMPROPER ACTIVITY (JAN
               1997)

         (a) The  Government,  at its election,  may reduce the price of a fixed
price type contract and the total cost and fee under a cost-type contract by the
amount of profit or fee  determined as set forth in paragraph (b) of this clause
if the head of the contracting  activity or designee determines that there was a
violation of subsection 27 (a), (b) or (c) or the office of Federal  Procurement
Policy Act, as amended (41 U.S.C.  423), as  implemented in Section 3.104 of the
Federal Acquisition Regulation.

         (b) The price or fee  reduction  referred to in  paragraph  (a) of this
clause shall be

                  (1) For cost-plus-fixed-fee  contracts,  the amount of the fee
specified in the contract at the time of award;
<PAGE>
                                                                   Page 57 of 84

                  (2) For  Cost-plus-incentive-fee  contracts,  the  target  fee
specified in the contract at the time of award,  notwithstanding any minimum fee
or "fee floor" specified in the contract;

                  (3) For cost-plus-award-fee contracts contract award;

                           (i) The base fee  established  in the contract at the
time of contract award;

                           (ii) If no base fee is specified in the contract,  30
percent of the amount of each award fee otherwise  payable to the Contractor for
each award fee evaluation period or at each award fee determination point.

                  (4) For fixed-price-incentive contracts, the Government may--

                           (i) Reduce the  contract  target  price and  contract
target profit by an amount equal to the initial  target profit  specified in the
contract at the time of contract award; or

                           (ii)  If an  immediate  adjustment  to  the  contract
target price and contract target profit would have a significant  adverse impact
on the incentive price revision  relationship under the contract,  or adversely,
affect the contract financing provisions, the Contracting Officer may defer such
adjustment  until  establishment  of the total final price of the contract.  The
total final price  established in accordance  with the incentive  price revision
provisions  of the  contract  shall be reduced by an amount equal to the initial
target profit  specified in the contract at the time of contract  award and such
reduced price shall be the total final contract price.

                  (5)  For  firm-fixed-price  contracts,  by 10  percent  of the
initial contract price or a profit amount determined by the Contracting  Officer
from records or documents in existence prior to the date of the contract award.

         (c) The Government  may, at its election,  reduce a prime  contractor's
price or fee in accordance  with the  procedures of paragraph (b) of this clause
for violations of the Act by its  subcontractors  by an amount not to exceed the
amount of profit or fee reflected in the subcontract at the time the subcontract
was first definitively priced.

         (d) In  addition  to the  remedies  in  paragraphs  (a) and (c) of this
clause,  the Government may terminate this contract for default.  The rights and
remedies  of the  Government  specified  herein  are not  exclusive,  and are in
addition  to any  other  rights  and  remedies  provided  by law or  under  this
contract.
<PAGE>
                                                                   Page 58 of 84


I.4. 52.215-26 INTEGRITY OF UNIT PRICES (JAN 1997)

         (a) Any proposal  submitted for the  negotiation of prices for items of
supplies shall  distribute  costs within  contracts on a basis that ensures that
unit prices are in  proportion to the items' base cost (e.g.,  manufacturing  or
acquisition costs). Any method of distributing costs to line items that distorts
unit prices shall not be used.  For example,  distributing  costs  equally among
line items is not acceptable except when there is little or no variation in base
cost. Nothing in this paragraph requires  submission of cost or pricing data not
otherwise required by law or regulation.

         (b) The Offeror/Contractor  shall also identify those supplies which it
will not manufacture or to which it will not contribute  significant  value when
requested by the Contracting Officer.


I.5. 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989)

         In compliance  with the Service  Contract Act of 1965, as amended,  and
the  regulations  of the  Secretary  of  Labor  (29 CFR  part  4),  this  clause
identifies  the classes of service  employees  expected to be employed under the
contract and states the wages and fringe  benefits  payable to each if they were
employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or
5332.

THIS STATEMENT IS FOR INFORMATION ONLY: IT IS NOT A WAGE DETERMINATION

          EMPLOYEE                            CLASS               HOURLY WAGE

          Plumber Maintenance                 23800               $12.87
          Maintenance Trades-
             Helper                           23580               $10.49
          Laborer                             11180               $ 8.58


                                 FRINGE BENEFITS

Ten (1) paid holidays as follows:  New Years Day, Martin Luther King's Birthday,
Washington's Birthday,  Memorial Day, Independence Day, Labor Day, Columbus Day,
Veteran's Day, Thanksgiving Day and Christmas Day.

Paid annual leave (vacation) as follows:

         a.       Two (2) hours of annual  leave each week for an employee  with
                  less than three (3) years of service.

         b.       Three (3) hours of annual  leave each week for  employee  with
                  three (3), but less than fifteen (15) years of service.
<PAGE>
                                                                   Page 59 of 84

         c.       Four (4) hours of annual leave each week for an employee  with
                  fifteen (15) or more years of service.

Paid     sick leave of two (2) hours per week.

Health  Insurance--The  Government  pays 60-75 percent of the premium for health
insurance.  The percentage  paid depends upon the plan selected by the employee,
if the employee elects to carry health insurance.

Basic Life  Insurance--one  third of the cost of basic life insurance is paid by
the Government, if the employee elects to carry life insurance.

Retirement--Under the Civil Service Retirement system, the Government matches up
to a 7%)  contribution  by the  employee  towards  retirement.  In the  event an
employee  does not retire  (i.e.,  resignation,  removals,  etc.),  there is not
Government contribution.  Under the new Federal Employees Retirement System, The
Government matches up to a five percent (5%) contribution.


1.6. ORAL ORDERS (INDEFINITE DELIVERY CONTRACTS)

         (a) oral orders may be placed  providing the following  conditions  are
complied with:

                  (1)  Contractor  will  furnish  with each  shipment a delivery
ticket,  in  triplicate,  showing:  contract  number,  order  number  under  the
contract,  date order was placed,  name and title of person  placing  order,  an
itemized listing of supplies or services furnished,  unit price and extension of
each item, and delivery or performance date.

                  (2) Invoices for supplies or services furnished in response to
oral orders will be  accompanied  with a received copy of each related  delivery
ticket.

                  (3) Ordering  activity shall designate in writing the names of
individuals  authorized  to place oral orders and will furnish a copy thereof to
the contractor.

                  (4)  Written  confirmation  of oral orders will be issued as a
means of documenting the oral order within ten (10) working days.
<PAGE>
                                                                   Page 60 of 84

1.7. SUP 5252.216-9403 WRITTEN ORDERS (INDEFINITE DELIVERY CONTRACTS) (JAN 1992)

         Written orders (on DD Form 1155) will contain the following information
consistent with the terms of the contract:

                  (a)      Date of order
                  (b)      Contract number and order number.
                  (c)      Item number and description, quantity ordered,
                           unit price and contract price.
                  (d)      Delivery or performance date.
                  (e)      Place of delivery or performing (including
                           consignee)
                  (f)      Packaging, packing, and shipping instructions if
                           any required.
                  (g)      Accounting and appropriation data.
                  (h)      Inspection invoicing and payment provisions to
                           the
                           extend not covered in the contract; and any other
                           pertinent information.

I.8.     HAZARDOUS MATERIALS (JUN 1994) (NAVSUP)

         (a)  Hazardous  materials  as used in this  clause  means any  material
defined  as  hazardous  within  the  applicable  modal   regulations   governing
packaging,  handling,  storage and transportation  (including  revisions adopted
during the term of this contract). Such definitions include the following:

         CLASS/DIVISION     DEFINITION
         --------------     ----------

                  1         Explosives
                  2.1       Flammable Gas
                  2.2       Non-flammable Compressed Gas
                  2.3       Gas Poisonous by Inhalation
                  3         Flammable Liquid (not more than 141 F
                            Flash point
                  4.1       Flammable Solid
                  4.2       Spontaneously Combustible Material
                  4.3       Dangerous When Wet Material
                  5.1       Oxidizer
                  5.2       Organic Peroxides
                  6.1       Poisonous Material
                  6.2       Infectious Substances
                  7         Radioactive Material
                  8         Corrosive Material
                  9         Miscellaneous Hazardous Material/Other
                            Regulated Material (ORM)

         (b) Preservation,  packaging and packing of hazardous materials shipped
hereunder  shall  be in  accordance  with  the  requirements  of  Department  Of
Transportation  Code  of  Federal   Regulation,   Title  49,  Part  100-199,  as
applicable.  In the event of any discrepancy  between the contract and Title 49,
Title 49 shall  govern,  unless  another modal  regulation  is  applicable  (See
paragraphs (e), (f) and (g) below.
<PAGE>
                                                                   Page 61 of 84

         (c) Marking and labeling shall be in accordance  with  MIL-STD-129  and
Title  49, as  applicable.  In the event of any  contradiction  between  the two
documents, Title 49 shall govern.

         (d)  Transportation  shall be in  accordance  with  Title 49;  however,
hazardous  material  shipped  via the U. S. Postal  Service  shall be shipped in
accordance with U. S. Postal Service Publication #52.

         (e) Hazardous materials intended for shipment via water  transportation
shall  be  packaged,   packed,   marked  and  labeled  in  accordance  with  the
International  Maritime  Organization  International  Maritime  Dangerous  Goods
(IMDG) Code.

         (f) Hazardous  materials  intended for shipment,  via  commercial  air,
shall be packaged,  packed, marked, labeled and certified in accordance with the
International Civil Aviation Organization (ICAO) Technical  Instructions for the
Safe  Transport of Dangerous  Goods By Air or the  International  Air  Transport
Association (IATA) Dangerous Goods Regulations.

         (g) Hazardous  materials  intended for shipment,  via military aircraft
shall be packaged,  packed,  marked,  labeled,  and certified in accordance with
AFJMAN 24-204  (Formerly AFT 71-4) TM  38-250/NAVSUP  PUB 505/MCO  P4030.19/DLAM
4145.3 (Preparing Hazardous Material For Military Air Shipments).

         (h) If the  hazardous  material  required  to be.  shipped  under  this
contract is a  non-regulated  limited  quantity as defined by  applicable  modal
regulations,  it shall be packaged to meet the requirements of Level A packaging
listed in MIL-STD-2073.

         (i) In additional to the above,  packaging  (container and  containment
components)  designs shall pass all applicable  packaging  performance  tests in
accordance  with Title 49, the  ICAO/IATA and IMDG,  as  applicable.  Compressed
gases are excluded from these tests.  Each packaging of acceptable  design shall
bear  certification  markings  outlined in Title 49. All  certificates  and test
reports  indicating  test  compliance  shall  be  available  for  inspection  by
authorized government representatives.

         (j) A test report and special packaging  instruction shall be submitted
in accordance with DD Form 1423,  Contact Data  Requirements  List,  referencing
Data Item Description (DIDs) DI-PACK-81059  (Performance Oriented Packaging Test
Report) and DI-PACK-80121  (Special Packaging Instruction) . When these DIDs are
referenced,   only  packaging  materials   controlled  by  Military  or  Federal
Specifications may be used, unless superseded by commercial standards which have
been adopted for government use.

         (k)  A  Material  Safety  Data  Sheet,   prepared  in  accordance  with
FED-STD-313  and a copy of the Hazard  Warning  Labels shall be forwarded to the
applicable contracting activity.
<PAGE>
                                                                   Page 62 of 84

SECTION J - LIST OF ATTACHMENTS


THE FOLLOWING  LIST OF DOCUMENTS  (ATTACHMENTS)  ATTACHED  HEREOT FORM A PART OF
--------------------------------------------------------------------------------
THIS SOLICITATION:
------------------

1.       EXHIBIT A         -     DD FORM 1423:  CONTRACT DATA REQUIREMENTS LIST,
                                 A001 THROUGH A009

2.       ATTACHMENT I      -     SUPSHIP Portsmouth CIS Quality System;  Provide
                                 (6 pages)

3.       ATTACHMENT II     -     GWI/042-01  titled,  GENERAL  REQUIREMENTS  FOR
                                 WORK WITHIN COMNAVBASE  NORFOLK (PCP), DATED 21
                                 Jan 1997 (6 pages)

4.       ATTACHMENT III    -     GWI/042-02  titled,  GENERAL  REQUIREMENTS  FOR
                                 WORK WITHIN NAVAL AMHPIBIOUS BASE LITTLE CREEK;
                                 ACCOMPLISH, dated 21 Jan 1997. (8 pages)

5.       ATTACHMENT IV     -     GWI/O42-03  titled,  GENERAL  REQUIREMENTS  FOR
                                 WORK WITHIN THE CONTRACTOR'S PLANT (PCP), dated
                                 21 Jan 1997 (4 pages)

6.       ATTACHMENT V      -     GWI/042-11  titled,  GENERAL  REQUIREMENTS  FOR
                                 WORK WITHIN NORFOLK NAVAL SHIPYARD (PCP), dated
                                 27 Feb 1997. (19 pages)

7.       ATTACHMENT VI     -     NAVSEA  Standard  Work Item  (SWI  File  Number
                                 077-01)  titled,  HAZARDOUS  WASTE  PRODUCED ON
                                 NAVAL VESSELS,  CONTROL,  dated 04 Apr 1997. (5
                                 pages)

8.       ATTACHMENT VII    -     NAVSEA  Standard  Work Item (ITEM NO.  009-32),
                                 CLEANING and PAINTING REQUIREMENTS; ACCOMPLISH,
                                 dated 13 Sep 1996. (54 pages)

9.       ATTACHMENT VIII   -     DEPARTMENT  OF  LABOR  WAGE  DETERMINATION  NO:
                                 94-2543 (REV 13) dated 3 Feb. 1997. (9 pages)

10.      ATTACHMENT IX     -     NAVY VALUE  ENGINEERING  GUIDE FOR  CONTRACTORS
                                 WITH  VALUE  ENGINEERING  INCENTIVES  FLYER  (7
                                 pages).
<PAGE>
                                                                   Page 63 of 84

SECTION J - LIST OF ATTACHMENTS (continued)


THE FOLLOWING  LIST OF DOCUMENTS  (ATTACHMENTS)  ATTACHED  HEREOT FORM A PART OF
--------------------------------------------------------------------------------
THIS SOLICITATION:
------------------



11.      ATTACHMENT X      -     CLIENT AUTHORIZATION LETTER

12.      ATTACHMENT XI     -     GW/1/042-08  titled,  GENERAL  REQUIREMENTS FOR
                                 WORK WITHIN  NORFOLK NAVAL  SHIPYARD (PCP) (FOR
                                 SHIPS UTILIZING CONVENIENCE BERTHING), dated 27
                                 Feb 1997. (16 pages).
<PAGE>
                                                                   Page 64 of 84


SECTION K-REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS


K.1. far 52.252-1  SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (JUN 1998)

         This solicitation  incorporates one or more solicitation  provisions by
reference,  with the same  force and  effect as if they were given in full text.
Upon request, the Contracting Officer will make their full test available.

FEDERAL ACQUISITION REGULATION PROVISIONS
-----------------------------------------

52.203.11         CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS      APR 1991
                  TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
52.222.21         CERTIFICATION OF NONSEGREGATED FACILITIES            APR 1984
52.223-5          CERTIFICATION REGARDING A DRUG-FREE WORKPLACE        JUL 1995


K.2 FAR 52.203.2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

         (a) The offeror certifies that -

                  (1)  The   prices  in  this   offer   have  been   arrived  at
independently,   without,  for  the  purpose  of  restricting  competition,  any
consultation,  communication,  or agreement with any other offeror or competitor
relating to (i) those prices,  (ii) the  intention to submit an offer,  or (iii)
the methods or factors used to calculate the prices offered.

                  (2) The  prices  in this  offer  have not been and will not be
knowingly disclosed by the offeror, directly or indirectly, to any other offeror
or competitor  before bid opening (in the case of a sealed bid  solicitation) or
contract  award  (in the  case of a  negotiated  solicitation  unless  otherwise
required by law; and

                  (3) No attempt has been made or will be made by the offeror to
induce any other  concern to submit or not to submit an offer for the purpose of
restricting competition.

         (b) Each signature on the offer is considered to be a certification  by
the signatory that the signatory -

                  (1) Is the person in the  offeror's  organization  responsible
for determining  the prices being offered in this bid or proposal,  and that the
signatory has not  participated  and will not participate in nay action contrary
to subparagraphs (a)(1) through (a)(3) above; or
<PAGE>
                                                                   Page 65 of 84

K.2 FAR 52.203.2 CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)

                  (2)(i) Has been  authorized,  in writing,  to act as agent for
the  following   principals  in  certifying  that  those   principals  have  not
participated,  and will not participate in any action contrary to  subparagraphs
(a)(1) through (a)(3) above Patrick E. Lien, Regional Director (insert full name
of person(s) in the  offeror's  organization  responsible  for  determining  the
prices offered in this bid or proposal,  and the title of his or her position in
the offeror's organization):

                  (ii) As an authorized  agent, does certify that the principals
named  in  subdivision  (b)(2)(i)  above  have  not  participated,  and will not
participate,  in any action  contrary to  subparagraphs  (a)(1)  through  (a)(3)
above; and

                  (iii) As an agent, has not personally  participated,  and will
not participate,  in any action contrary to subparagraphs  (a)(1) through (a)(3)
above.

         (c) If the offeror deletes or modified  subparagraph  (a)(2) above, the
offeror must furnish with its offer a signed  statement  setting forth in detail
the circumstances of the disclosure.


K.3      FAR 52.204-3 TAXPAYER IDENTIFICATION (MAR 1994)

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

         "Corporate  status,"  used  in  this  solicitation  provision,  means a
designation as to whether the offeror is a corporate  entity,  an unincorporated
entity (e.g., sole  proprietorship or partnership),  or a corporation  providing
medical and health care services.

         "Taxpayer  Identification  Number (TIN), "as used in this  solicitation
provision,  means the number  required  by the IRS to be used by the  offeror in
reporting income tax and other returns.

         (b) All  offerors are  required to submit the  information  required in
paragraphs  (c) through (o) of this  solicitation  provision  in order to comply
with reporting  requirements of 26 U.S.C.  6041A, and 6050M and the implementing
regulations  issued by the Internal  Revenue  Service  (IRS).  If the  resulting
contract is subject to the reporting  requirements  described in FAR 4.903,  the
failure or refusal by the offeror to furnish the  information may result in a 31
percent reduction of payments otherwise due under the contract.
<PAGE>
                                                                   Page 66 of 84


K.3 FAR 52.204-3 TAXPAYER IDENTIFICATION (MAR 1994) (continued)

         (c) Taxpayer Identification Number (TIN):

                  ( X) TIN: 86-0570800.

                  ( ) TIN has been applied for.

                  ( ) TIN is not required because:

                  ( ) Offeror is a nonresident alien,  foreign  corporation,  or
foreign  partnership  that does not have income  effectively  connected with the
conduct of a trade or business in the U.S.  and does not have an office or place
of business or a fiscal paying agent in the U.S.:

                  ( )  Offeror  is an  agency  or  instrumentality  of a foreign
government,

                  ( )  Offeror  is an agency or  instrumentality  of a  Federal,
state or local government;

                  ( ) Other. State basis.

         (d) Corporate Status.

                  ( ) Corporation providing medical and health care services, or
engaged in the billing and collecting of payments for such services;
                  ( ) Other corporate entity;
                  ( ) Not a corporate entity;
                  ( ) Sole proprietorship;
                  ( ) Partnership
                  ( ) Hospital or extended  care  facility  described  in 26 CFR
501(c)(3) that is exempt from taxation under 26 CFR 501(a).

         (e) Common parent.

                  ( ) Offeror is not owned or  controlled  by a common parent as
defined in paragraph (a) of this clause.

                  ( ) Name and TIN of common parent:

                  Name:
                        -------------------------------------

                  TIN:
                        -------------------------------------


K.4.  FAR  52.209-5  CERTIFICATION  REGARDING  DEBARMENT,  SUSPENSION,  PROPOSED
                     DEBARMENT, AND OTHER RESPONSIBILITY MATTERS (MAR 1996)

         (a) (1) The Offeror certifies, to the best of its knowledge and belief,
that --
<PAGE>
                                                                   Page 67 of 84

                  (i) The Offeror and/or any of its Principals --

                           (A)  Are [ ] I  are  not  [ X ]  presently  debarred,
suspended,  proposed  for  debarment,  or declared  ineligible  for the award of
contracts by any Federal agency;

                           (B) Have [ ] I have not [ X ] ,  within a  three-year
period preceding this offer, been convicted of or had a civil judgement rendered
against them for:  commission of fraud or a criminal  offense in connection with
obtaining,  attempting to obtain,  or performing a public  (Federal,  state,  or
local)  contract or subcontract;  violation of Federal state antitrust  statutes
relating to the  submission of offers;  or commission  of  embezzlement,  theft,
forgery,  bribery,   falsification  or  destruction  of  records,  making  false
statements, tax evasion, or receiving stolen property; and

                           (C) Are [ ] are not [ X ] presently  indicted for, or
otherwise   criminally  or  civilly  charged  by  a  governmental  entity  with,
commission of any of the offenses  enumerated in subdivision  (a) (1) (i) (B) of
this provision.

                  (ii) The  Offeror  has [ ]I has not [ X ] within a  three-year
period preceding this offer,  bad one or more contracts  terminated for default:
by any Federal agency

                  (2)  "Principals,"  for the  purposes  of this  certification,
means  officers;  directors;  owners;  partners;  arid,  persons  having primary
management  or  supervisory  responsibilities  Within a business  entity  (e.g.,
general  manager;  plant manager;  head of a subsidiary,  division,  or business
segment, and similar positions).

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION 1001, TITLE 18, UNITED
STATES CODE.

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

         (c) A  certification  that any of the  items in  paragraph  (a) of this
provision  exists will not  necessarily  result in withholding of an award under
this solicitation.  However,  the certification will be considered in connection
with a determination of the Offeror's responsibility.  Failure of the Offeror to
furnish a certification  or provide such additional  information as requested by
the Contracting Officer may render the Offeror nonresponsible.
<PAGE>
                                                                   Page 68 of 84

K.4.  FAR  52.209-5  CERTIFICATION  REGARDING  DEBARMENT,  SUSPENSION,  PROPOSED
                     DEBARMENT,  AND OTHER  RESPONSIBILITY  MATTERS  (MAR  1996)
                     (continued)

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

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


K.5. FAR 52.215-6 TYPE OF BUSINESS ORGANIZATION (JUL 1987)

         The offeror or quoter, by checking the applicable box, represents
that

                  (a) It operates as (X) a  corporation  incorporated  under the
laws of the State of  Delaware,  ( ) an  individual,  ( ) a  partnership,  ( ) a
nonprofit organization, or ( ) a joint venture; or

                  (b) If the offeror or quoter is a foreign entity,  it operates
as ( ) an individual,  ( ) a partnership,  ( ) a nonprofit  organization,  ( ) a
joint venture, or ( ) a corporation, registered for business in (Country).


K.6. FAR 52.215-11 AUTHORIZED NEGOTIATORS (APR 1984)

         The  offeror  or  quoter  reprsents  that  the  following  persons  are
authorized to negotiate on its behalf with the  Government  in  connection  with
this request for proposals or quotations:

         Patrick E. Lien, Regional Director                        757-488-3570
         Jimmy D. Humrich, Program Manager                         757-488-3570


K.7. FAR 52.219-1 SMALL BUSINESS CONCERN REPRESENTATIVES (OCT 1995)

         (a) (1) The  standard  industrial  classification  (SIC)  code for this
acquisition is 7699.

                  (2) The small business size standard is $5 million.
<PAGE>
                                                                   Page 68 of 84

K.7. FAR 52.219-1 SMALL BUSINESS CONCERN REPRESENTATIVES (OCT 1995) (continued)

                  (3) The small  business  size  standard  for a  concern  which
submits an offer in its own name, other than a construction or service contract,
but which proposes to furnish a product which it did not itself
manufacture, is 500 employees.

         (b) Representation.

                  (1) The offeror  represents and certifies as part of its offer
that it ( X ) is, ( ) is not a small business concern.

                  (2) (Complete  only if offeror  represented  itself as a small
business  concern in block (b)(1) of this  section.)  The offeror  represents as
part of its offeror that it ( ) is ( X ) is not a small  disadvantaged  business
concern.

                  (3) (Complete  only if offeror  represented  itself as a small
business  concern in block (b)(1) of this  section.)  The offeror  represents as
part of its  offer  that it ( ) is, ( X ) is not a  women-owned  small  business
concern.

         (c) Definitions.

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

         "Small disadvantage business concern," as used in this provision, means
a small business concern that

                  (1) is at least  51  percent  unconditionally  owned by one or
more  individuals  who are both socially and  economically  disadvantaged,  or a
publicly owned business having at least 51 percent of its stock  unconditionally
owned by one or more socially and economically disadvantaged individuals, and
                  (2) has its management and daily business controlled by one or
more such individuals.  This term also means a small business concern that is at
least 51 percent  unconditionally owned by an economical advantaged Indian tribe
or Native Hawaiian organization, or a publicly owned business having at least 51
percent  of its stock  unconditionally  owned by one or more of these  entities,
which  as  its  management  and  daily  business  controlled  by  members  of an
economically  disadvantaged  Indian tribe or Native Hawaiian  Organization,  and
which meets the requirements of 13 CFR Part 124.
<PAGE>
                                                                   Page 70 of 84

K.7. FAR 52.219-1 SMALL BUSINESS CONCERN REPRESENTATIVES (OCT 1995) (continued)

         "Women owned small business concern," as used in this provision means
a small business concern --
                  (1) Which is at least 51  percent  owned by one or more  women
or, in the case of any publicly owned by one or more women; and
                  (2)  Whose  management  and  daily  busines   soperations  are
controlled by one or more women.

         (d) Notice.

                  (1) If this  solicitation  is for  supplies  and has  been set
aside, in whole or in part, for small business concerns, then the clause in this
solicitation  providing  notice of the set-aside  contains  restrictions  on the
source of the end items to be furnished.

                  (2) Under 15 U.S.c.  645(d),  any person who  misrepresents  a
firm's  status as a small or small  disadvantaged  business  concern in order to
obtain a  contract  to be  awarded  under the  preference  programs  established
pursuant to sections 8(a), 8(d), 9, or 15 of the Small business Act or any other
provisiono  f  Federal  law  that  specifically  references  section  8(d) for a
definition of program eligibility, shall --

                           (i)        Be  punished  by  imposition  of  a  fine,
                                      imprisonment, or both;
                           (ii)       Be  subject  to  administrative  remedies,
                                      including suspension and debarment; and
                           (iii)      Be   ineligible   for   participation   in
                                      programs  conducted under the authority of
                                      the Act.


K.8. FAR 52.222-22 PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (APR 1984)

         The offeror represents that -

         (a) It ( X ) has, ( ) has not  participated  in a previous  contract or
subcontract subject either to the Equal Opportunity clause of this solicitation,
the clause originally  contained in Section 310 of Executive Order No. 10925, or
the clause contained in Section 201 of Executive Order No. 11114;

         (b) It ( X ) has, ( ) has not, filed all required  compliance  reports;
and

         (c)  Representations   indicating  submission  of  required  compliance
reports, signed by proposed subcontractors,  will be obtained before subcontract
awards.
<PAGE>
                                                                   Page 71 of 84


K.9 FAR 52.22-25 AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

         The offeror represents that (a) it ( X ) has developed and has on file,
( ) has not  developed  and  does  not  have  on  file,  at each  establishment,
affirmative  action  programs  required  by the  rules  and  regulations  of the
Secretary of Labor (41 CFR 60-1 and 60-2),  or (b) it ( ) has not previously had
contracts subject to the written affirmative action programs  requirement of the
rules and regulations of the Secretary of Labor.


K.10. FAR 52.223-1 CLEAN AIR AND WATER CERTIFICATION (APR 1984)

         The Offeror certifies that -

         (a)  Any  facility  to be  used in the  performance  of  this  proposed
contract  is ( ), is not ( X ) listed  on the  Environmental  Protection  Agency
(EPA) List of Violating Facilities;

         (b) The Offeror will immediately notify the Contracting Officer, before
award,  of the  receipt  of  any  communication  from  the  Administrator,  or a
designee,  of the EPA, indicating that any facility that the Offeror proposes to
use for the performance of the contract is under  consideration  to be listed on
the EPA List of Violating Facilities; and

         (c) The Offeror will include a certification  substantially the same as
this   certification,   including  this   paragraph  (c),  in  every   nonexempt
subcontract.


K.11 DFARS 252.219-7000 SMALL DISADVANTAGED BUSINESS CONCERN REPRESENTATION (DOD
                        CONTRACTS) (APR 1994)

         (a) Definition.

         "Small  disadvantaged  business  concern,"  as used in this  provision,
means a small business concern, owned and controlled by individuals who are both
socially  and  economically  disadvantaged,  as  defined  by the Small  business
Administration  at 13 CFR Part 124, the  majority of earnings of which  directly
accrue to such individuals.  This term also means a small business concern owned
and controlled by an economically  disadvantaged Indian tribe or native Hawaiian
organization  which meets the  requirements of 13 CFR 124.112 or 13 CFR 124.113,
respectively.  In general, 13 CFR 124 describes a small  disadvantaged  business
concern as a small business concern -

                  (1) Which is at least 51 percent  unconditionally owned by one
or more socially and economically disadvantaged individuals; or

                  (2) In the case of any publicly  owned  business,  at least 51
percent of the voting stock is unconditionally owned by one or more socially and
economically disadvantaged individuals; and
<PAGE>
                                                                   Page 72 of 84

K.11 DFARS 252.219-7000 SMALL DISADVANTAGED BUSINESS CONCERN REPRESENTATION (DOD
                        CONTRACTS) (APR 1994) (continued)


                  (3)  Whose  management  and  daily  business   operations  are
controlled by one or more such individuals.

         (b) Representations.

Check the category in which your ownership falls --

         ( )  Subcontinent  sian  (Asian-Indian)  American  (U.S.  citizen  with
origins from India, Pakistan, Bangladesh, Sri Lanka, Bhutan, or Nepal).

         ( )  Asian-Pacific  American  (U.S.  citizen  with  origins from Japan,
China, the Philippines, Vietnam, Korea, Samoa, Guam, U.s. Trust Territory of the
Pacific  Islands  (Republic  of Palau),  the  Northern  Mariana  Islands,  Laos,
Kampuchea (Cambodia),  Taiwan, Burma, Thailand, Malaysia, Indonesia,  Singapore,
Brunei, Republic of the Marshall Islands, or the Federated States of Micronesia)

         ( ) Black American (U.S. citizen)

         ( ) Hispanic  American  (U.S.  citizen with origins from South America,
Central America,  Mexico,  Cuba, the Dominican Republic,  Puerto Rico, Spain, or
Portugal)

         ( ) Native  American  (American  Indians,  Eskimos,  Aleuts,  or Native
Hawaiians, including Indian tribes or Native Hawaiian organizations)

         ( )  Individual/concern,  other  than one of the  preceding,  currently
certified for participation in the Minority Small Business and Capital Ownership
Development Program under Section 8(a) of the Small Business ct.

         ( ) Other

         (c) Certifications.

Complete the following --

         (1)  The  Offeror  is ( ) is not ( X ) a small  disadvantaged  business
concern.

         (2) The Small Business  Administration (SBA) has ( ) has not ( ) made a
determination  concerning the offeror's status as a small disadvantaged business
concern. If the SBA has made a determination,  the date of the determination was
and the offeror --

         ( ) Was found by SBA to be socially and economically  disadvantaged and
no circumstances have changed to vary that determination.
<PAGE>
                                                                   Page 73 of 84

K.11 DFARS 252.219-7000 SMALL DISADVANTAGED BUSINESS CONCERN REPRESENTATION (DOD
                        CONTRACTS) (APR 1994) (continued)

         ( ) Was found by SBA not to be socially and economically  disadvantaged
but circumstances which caused the determination have changed.

         (d) Penalties and Remedies.  Anyone who  misrepresents  the status of a
concern as a small disadvantaged business for the purpose of securing a contract
or subcontract shall --

                  (1) Be  punished by  imposition  of a fine,  imprisonment,  or
both;

                  (2)  Be  subject   to   administrative   remedies,   including
suspension and disbarment; and

                  (3) Be  ineligible  for  participation  in programs  conducted
under authority of the Small Business Act.


K.12. 52.204-5 WOMEN OWNED BUSINESS (OCT 1995)

         (a) Representation.  The offeror represents that it ( ) is ( X ) is not
a women-owned business concern.

         (b)  Definition.   "Women-owned  business  concern"  as  used  in  this
provision,  means a concern  which is at least 51  percent  owned by one or more
women; or in the case of any publicly owned business, at least 51 percent of the
stock of which is owned by one or more  women;  and whose  management  and daily
business operations are controlled by one or more women.
<PAGE>
                                                                   Page 74 of 84

SECTION L - INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS


L.1. 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (JUN 1988)

         This solicitation  incorporates one or more solicitation  provisions by
reference,  with the same  force and  effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available.

FEDERAL ACQUISITION REGULATION PROVISIONS
-----------------------------------------

52.209-7         ORGANIZATIONAL CONFLICTS OF INTEREST               OCT 1995
                 CERTIFICATE - MARKETING CONSULTANTS
52.215-5         SOLICITATION DEFINITIONS                           JUL 1987
52.215-7         UNNECESSARILY ELABORATE PROPOSALS                  APR 1984
                 OR QUOTATIONS
52.215-8         AMENDMENTS TO SOLICITATIONS                        DEC 1989
52.215-9         SUBMISSION OF OFFERS                               JUL 1995
52.215-10        LATE SUBMISSIONS, MODIFICATIONS, AND               JUL 1995
                 WITHDRAWALS OF PROPOSALS
52.215-12        RESTRICTION ON DISCLOSURE AND USE OF DATA          APR 1984
52.215-13        PREPARATION OF OFFERS                              APR 1984
52.215-14        EXPLANATION TO PROSPECTIVE OFFERORS                APR 1984
52.215-15        FAILURE TO SUBMIT OFFER                            JUL 1995
52.215-16        CONTRACT AWARD (ALTERNATE II - OCT 95)             OCT 1995
52.216-1         TYPE OF CONTRACT                                   APR 1984
                 - indefinite Delivery/Indefinite Quantity
                   Firm Fixed Unit Price -
52.22-24         PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE      APR 1984
                 REVIEW

DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT PROVISIONS
--------------------------------------------------------------------------

252.204-7001     COMMERCIAL AND GOVERNMENT ENTITY (CAGE)            DEC 1991
                 CODE REPORTING
252.209-7001     DISCLOSURE OF OWNERSHIP OR CONTROL BY THE          SEP 1994
                 GOVERNMENT OF A TERRORIST COUNTRY
252.227-7028     TECHNICAL DATA OR COMPUTER SOFTWARE PREVIOUSLY     JUN 1995
                 DELIVERED TO THE GOVERNMENT
<PAGE>
                                                                   Page 75 of 84

L.2. FAR 52.233-2 SERVICE OF PROTEST (OCT 1995)

         (a) Protests,  as defined in section 33.101 of the Federal  Acquisition
Regulation,  that are filed directly with an agency,  and copies of any protests
that are filed with the General  Accounting Office (GAO) or the General Services
Administration  Board  of  Contract  Appeals  (GSBCA),  shall be  served  on the
Contracting  Officer  (addressed  as  follows)  by  obtaining  written and dated
acknowledgment of receipt from PRISCILLA TARR,  CONTRACTING OFFICER,  SUPERVISOR
OF SHIPBUILDING, C&R, USN, P.O. BOX 215, PORTSMOUTH, VA. 23705-0215 CODE 410.2

         (b) The copy of any protest shall be received in the office  designated
above on the same day a protest  is filed  with the  GSBCA or within  one day of
filing a protest with the GAO.


L.3. GENERAL AND ADMINISTRATIVE (G&A / MATERIAL HANDLING)

         If it is the  company's  practice  to apply  G&A  rate(s)  or  material
handling  charges to the below  listed  items,  offeror(s)  shall  indicate  the
applicable rate as follows:

                           Material (Handling Charge)

         LOT I                        10%
         LOT II                       10%
         LOT III                      10%
         LOT IV                       10%
         LOT V                        10%

         The  rate(s)  inserted  herein  should  be the  actual,  current  rates
experienced by the offeror.  If the offeror proposes rates other than actual and
current, offeror should specify that these rates are ceiling rates that will not
be exceeded for reimbursement.


L.4.     INSPECTION OF VESSEL(S)

         (a) The vessel(s) will be available for inspection as follows:

                  On JUNE 2 AND 3, 1997

         (b) Arrangements for inspection may be made by communicating with:

                  Mr. JOHN TENNEY   (757) 396-3850


L.5.     SUBMISSION OF PROPOSALS

I.       GENERAL
         -------

         Offerors are required to submit their proposals in three separate parts
as follows:
<PAGE>
                                                                   Page 76 of 84

         PART I - Technical Proposal - Original and 4 copies to include all data
         and information  required for evaluation,  and exclude any reference to
         the pricing aspects of the offer. Each page of each copy
         should be affixed with the following legend:

                  Source Selection Information
                  See FAR 3.104

         PART II - Past  Performance  - Original and 4 cpies to include all data
         and information required for evaluation, excluding any reference to the
         pricing aspects of the offer.  Each page of each copy should be affixed
         with the following legend:

                  Source Selection Information
                  See FAR 3.104

         PART  III -  Price  Proposal  -  Original  and 1 copy  to  include  the
         completed  solicitation  documents  and a complete  and  detailed  cost
         breakdown  with all  supporting  information.  Each  page of each  copy
         should be affixed with the following legend:

                  Source Selection Information
                  See FAR 3.104

IMPORTANT NOTES:

         (1) Offerors  shall  respond to all  requirements  of the  solicitation
document. Offerors are cautioned not to alter or disassemble the solicitation.

         (2) In the event any  portion of the  technical  proposal is written by
anyone who is not a bona fide employee of the firm  submitting  the proposal,  a
certificate to this effect shall be furnished.  The certificate  shall be signed
by a  responsible  officer of the offeror and shall also  identify  the person's
name,  employment  capacity,  the name of the person's firm, the relationship of
that firm to the offeror,  and the portion of the technical  proposal the person
wrote.

         (3) Offerors may identify Federal, State, Local Governments and private
contracts that are similar to work in the solicitation.

II.      REQUIREMENTS FOR PROPOSAL CONTENT
         ---------------------------------

         (1) Introduction  and Purpose - This section  specifies the format that
offerors  shall use in this  Request for  Proposal  (RFP).  The intent is not to
restrict the  offerors in the manner in which they will  perform  their work but
rather to ensure a certain degree of uniformity in the format of
the responses for evaluation purposes.

         (2) As explained in paragraph  III below,  Part I (Technical  Proposal)
consists of the following  sections:  Chemical Solution and Technical
<PAGE>
                                                                   Page 77 of 84

Approach; Part II (Past Performance) consists of the following various sections:
Schedule Performance,  Technical Performance,  and Management Performance.  Part
III  (Price  Proposal)  is  comprised  of  the  price  proposal  and  supporting
documentation.  The Technical  Proposal and Past  Performance  are considered of
equal importance with the Price Proposal being of less importance.

III.     PROPOSAL CONTENT
         ----------------

"C"      The  technical  evaluation  factors  are  listed  below  with  Chemical
         Solution being equally important to Technical Approach. Pages 81 and 82
         will be used to collect and evaluate technical proposal information.


CHEMICAL SOLUTION

The offeror  shall provide the following  information  concerning  the "Chemical
Solution" which will be utilized in cleaning the CHT system:

         a. Commercial name of chemical solution:

         b. Chemical identification of ingredients:

         c. Hazardous ingredients:

         d. Toxicity Index:

         e. Corrosive Effect on base metal:

"C"      f. Length of time to dissolve scale and blockage:

The Chemical Solution identified above:

         a. Shall  be  non-corrosive  nor  will it cause  damage  to CHT  system
            piping.

         b. Shall be non-toxic and pose no hazard to ship's personnel.

         c. Shall not affect CHT system components (including gaskets and seals.

         d. Shall not be a fire/explosion hazard.

         e. Shall not generate hazardous waste.

         f. Shall be disposable,  after treatment,  meeting all federal,  state,
            and local regulations.

"C"      The  offeror  shall  provide  as a part of the  technical  proposal  an
         original  and  one  copy of an  independent  laboratory  report  on the
         proposed chemical  cleaning  solution's effect on base metals specified
         for piping, fittings, and valves in category R-4 of MIL-STD-777.
<PAGE>
                                                                   Page 78 of 84

TECHNICAL APPROACH

The offeror shall provide their approach to the following:

         a.       Plan to complete  chemical  cleaning of one or more CHT system
                  zones aboard ship in a timely  manner with minimum  disruption
                  to the crew and operating schedule of the ship.
         b.       Plan to  respond  to more than one  requirement  (simultaneous
                  task orders for more than one ship).
         c.       Plan to respond to urgent requirements.
         d.       Plan to respond to disruption in schedule caused by changes in
                  ship  operating  schedules,  ship's  force  drills,  plus  the
                  various changing conditions found on military vessels.

PART II PAST PERFORMANCE

Past  performance  factors are  weighted  according to their  importance  to the
Government.  The  Government  may use past  performance  from other sources than
those identified by the offeror.
Page 82 of 84 will be used to collect past performance information.  Provide the
following  information  regarding past three performances  within the last three
years on similar contracts: (Attachment X, Client Letter Sample)

         1.       Contract Number
         2.       Names and phone  numbers  of two  points of  contact  for each
                  contract.
         3.       Dollar value of each contract.
         4.       Description of work performed.
         5.       Subcontractor  plan,  names  of  subcontractors  used,  and  a
                  description of the work they performed.

PART III PRICE PROPOSAL

The price  proposal  shall include all contract line items as delineated  within
Section B of the  solicitation.  The  pricing  information  shall be complete in
accordance with the following:

         (a)      Separate pricing  information shall be submitted for each year
                  of the services specified in Section B of the solicitation.

         (b)      Offerors shall respond to all requirements of the solicitation
                  document.  Offerors are cautioned not to alter or  disassemble
                  the solicitation.

                  EVALUATION CRITERIA AND THE BASIS FOR AWARD
                  -------------------------------------------

         (1)      The  Government   intends  to  make  award  to  the  eligible,
                  responsible   offeror   whose   offer,   conforming   to   the
                  solicitation,   is  determined   most   advantageous   to  the
                  Government,  price and other factors considered. The offeror's
                  proposal shall be in the form prescribed by, and shall contain
                  a response  to each of the areas  identified  in the Section L
                  solicitation provision entitled "Submission of Proposals." The
                  evaluation of proposals
<PAGE>
                                                                   Page 79 of 84

                  will  consider  the  offeror's  technical  proposal  and  past
                  performance  equally  with the  price  proposal  being of less
                  importance.

         (2)      The Technical Proposal evaluation factors are listed below:

                  A. CHEMICAL SOLUTION

                           1. Lab Report provided and adequate in all respects.
                           2.  Non-corrosive  nor  will it cause  damage  to CHT
                               system piping.
                           3.  Non-detrimental to system components.
                           4.  Non-toxic to ship's personnel.
                           5.  Not a fire or explosion hazard.
                           6.  Length of time to dissolve corrosion.
                           7.  Does not generate a hazardous waste.
                           8.  Disposable, after treatment, meeting all federal,
                               state, and local regulations.

                  B. TECHNICAL APPROACH

                           1.  Ability  to  complete  all CHT  zones in a timely
                               manner.
                           2.  Ability to respond to several ships at one time.
                           3.  Ability to respond to emergent requirements.
                           4.  Ability to cope with ship's schedule changes.
                           5.  Experience in CHT system cleaning.
                           6.  Experience in other systems cleaning.

         (3) The past performance evaluation factors are listed below:

                  A. SCHEDULE PERFORMANCE

                           1.  Met  pre-planned  milestone and completed work on
                               schedule.
                           2.  Revised schedules with little delay or disruption
                               when customers  operation  schedules  changed and
                               solved  performance  problems  without  extensive
                               guidance from the Government/Contractor.

                  B. TECHNICAL PERFORMANCE

                           1.  Effectively accomplished specified work.
                           2.  Performed to satisfaction of customer.
                           3.  Maintained care and preservation of installed and
                               removed equipment.
                           4.  Maintained     cleanliness     of     components,
                               passageways, and docks.
                           5.  Utilized good safety and environmental practices.

                  C.       MANAGEMENT PERFORMANCE

                           1.  Employed and utilized  qualified and  experienced
                               personnel in all labor categories.
                           2.  Submitted  required  reports in a timely  manner,
                               including video/baroscope inspections.
                           3.  Negotiated  and  definitized  change  orders in a
                               timely manner.
                           4.  Selected and managed qualified subcontractors.
<PAGE>
                                                                   Page 80 of 84

                           5.  Committed  adequate  resources in a timely manner
                               and responded to "Emergent Work" requests.
                           6.  Extent to which offeror identifies and commits to
                               small  business,  small  disadvantaged  business,
                               historically  black colleges and  universities or
                               minority institutions.

         (4) The Government  reserves the right to obtain information for use in
the evaluation of past  performance from any and all sources  including  sources
outside of the Government.  Offerors lacking  relevant past performance  history
will receive a neutral rating for past performance.  However, the proposal of an
offeror with no relevant past performance  history,  while rated neutral in past
performance,  may not represent the most advantageous proposal to the Government
and thus,  may be an  unsuccessful  proposal  when  compared to the proposals of
other offerors.

         (5) The offeror must provide the  information  requested above for past
performance  evaluation  or  affirmatively  state that the offeror  possesses no
relevant past performance. The Government will consider the quality of offeror's
past  performance;   this  consideration  is  separate  and  distinct  from  the
Contracting Officer's responsibility determination.

         (6) The assessment of the offeror's past  performance will be used as a
means of evaluating the relative capability of the offeror and other competitors
to successfully  meet the requirements of the RFP. In determining the rating for
the past  performance  evaluation  factor,  the  Government  will  give  greater
consideration  to the contracts which the Government  feels are most relevant to
the RFP.

         (7) If the offeror's proposal is determined  unacceptable in any of the
past performance evaluation factors and/or sub-factors,  the proposal may not be
considered within a competitive range.

         (8) The  Government  reserves  the right to amend the contract to other
than the lowest priced offeror.
<PAGE>
                                                                   Page 81 of 84

                          TECHNICAL PROPOSAL EVALUATION
                          -----------------------------

                                                               Date:____________

Solicitation Number:___________________________
Contractor Evaluated:__________________________
Performance Evaluator:_________________________

                                RATING GUIDELINE
                                ----------------

(0)      UNSATISFACTORY ................... Totally unacceptable
(1)      POOR ............................. Less than minimum requirements
(2)      FAIR ............................. Met minimum requirements.
(3)      GOOD ............................. Exceeded minimum requirements.
(4)      EXCELLENT ........................ Considerably surpassed minimum
                                            requirements.
(5)      PLUS ............................. Demonstrated  exceptional  technical
                                            level that justifies  adding a point
                                            to the score.  Summarize  contractor
                                            performance and circle in the column
                                            on  the  right  the   number   which
                                            corresponds   to   the   performance
                                            rating for each rating category.

A.  CHEMICAL CLEANING SOLUTION                                      Score
    1. Lab Report provided and adequate in all respects.       0  1  2  3  4  5
    2. Non-corrosive and will not damage CHT system piping.    0  1  2  3  4  5
    3. Non-disruptive to system components.                    0  1  2  3  4  5
    4. Non-toxic to ship's personnel.                          0  1  2  3  4  5
    5. Not a fire or explosion hazard.                         0  1  2  3  4  5
    6. Length of time to dissolve corrosion.                   0  1  2  3  4  5
    7. Does not generate hazardous waste.                      0  1  2  3  4  5
    8. Disposable after treatment, meeting all federal,
       state, and local regulations                            0  1  2  3  4  5

B.  TECHNICAL APPROACH
    1. Ability to complete all zones in timely manner.         0  1  2  3  4  5
    2. Ability to respond to several ships at one time.        0  1  2  3  4  5
    3. Ability to respond to emergent requirements.            0  1  2  3  4  5
    4. Ability to cope with ship's schedule changes.           0  1  2  3  4  5
    5. Experience in CHT System cleaning.                      0  1  2  3  4  5
    6. Experience in other systems cleaning.                   0  1  2  3  4  5
<PAGE>
                                                                   Page 82 of 84
                             PERFORMANCE EVALUATION
                             ----------------------
                                                        Date:___________________

Solicitation Number:_______________________________
Contractor Contacted:______________________________
Reference Questioned:______________________________
         Type of Reference: Technical - Contracting Officer - End User -
Performance Evaluator______________________________

                                RATING GUIDELINE
                                ----------------

(0)      UNSATISFACTORY ................... Totally unacceptable
(1)      POOR ............................. Less than minimum requirements
(2)      FAIR ............................. Met minimum requirements.
(3)      GOOD ............................. Exceeded minimum requirements.
(4)      EXCELLENT ........................ Considerably surpassed minimum
                                            requirements.
(5)      PLUS ............................. Demonstrated  exceptional  technical
                                            level that justifies  adding a point
                                            to the score.  Summarize  contractor
                                            performance and circle in the column
                                            on  the  right  the   number   which
                                            corresponds   to   the   performance
                                            rating for each rating category.

A.       SCHEDULE PERFORMANCE

<TABLE>
<CAPTION>
<S>     <C>                                                                                        <C> <C><C><C><C><C>
1.       Met pre-planned milestones and completed work on time.                              0  1  2  3  4  5

2.       Revised schedules with little delay or disruption when customer's operation
         schedules changed and solved performance problems without extensive guidance
         from the Government.                                                                0  1  2  3  4  5

B.       TECHNICAL PERFORMANCE
1.       Effectively accomplished specified work.                                            0  1  2  3  4  5
2.       Performed to the satisfaction of the customer                                       0  1  2  3  4  5
3.       Maintained care and preservation of installed and removed equipment                 0  1  2  3  4  5
4.       Maintained cleanliness of components, passageways, and docks.                       0  1  2  3  4  5
5.       Utilized good safety and environmental practices.                                   0  1  2  3  4  5

C.       MANAGEMENT PERFORMANCE
1.       Employed and utilized qualified and experienced personnel in labor categories.
                                                                                             0  1  2  3  4  5
2.       Submitted required reports in a timely manner, including video/baroscope
         inspections.                                                                        0  1  2  3  4  5
3.       Negotiated and definitized change orders in a timely manner.                        0  1  2  3  4  5
4.       Selected and managed qualified subcontractors.                                      0  1  2  3  4  5
5.       Committed adequate resources in a timely manner and responded to "Emergent
         Work" requirements.                                                                 0  1  2  3  4  5
6.       Extent to which offeror identifies and commits to small business, small
         disadvantaged business, historically black colleges and universities, or
         minority institutions. (Large Business Only)                                        0  1  2  3  4  5
</TABLE>
<PAGE>
Page 83 of 84 SECTION M EVALUATION FACTORS FOR AWARD

M.1. 52.252-1 SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (JUNE 1988)

         This solicitation  incorporates one or more solicitation  provisions by
reference,  with the same  force and  effect as if they were given in full text.
Upon request, the Contracting Officer will make their full text available.

FEDERAL ACQUISITION REGULATION PROVISIONS

52.217-5          EVALUATION OF OPTIONS                     JUL 1990
52.232-15         PROGRESS PAYMENTS NOT INCLUDED            APR 1984

M.2 AWARD SINGLE AWARD FOR ALL ITEMS

         The  Government  intends  to make a  single  award  to the  responsible
acceptable  offeror  whose total offer on all items is determined to be fair and
reasonable and meets the requirements of the solicitation.

M.3 EVALUATION OF PROPOSALS WHICH INCLUDE G&A AND MATERIAL HANDLING

         For evaluation  purposes,  proposals  which include G&A and/or material
handling as  described  in  provision  L.3 will be  evaluated  by applying  such
expenses  to the  proposed  cost area and adding  these costs to the total price
proposed.

M.4 EVALUATION OF PAST PERFORMANCE

         (a) The  Government  will  evaluate the quality of the  offeror's  past
performance.  This  evaluation  is separate  and distinct  from the  Contracting
Officer's  responsibility  determination.  The  assessment of the offeror's past
performance will be used to evaluate the relative  capability of the offeror and
other  competitors  to  successfully  meet the  requirements  of the  RFP.  Past
performance of significant and/or critical  subcontractors will be considered to
the extent warranted by the subcontractor's involvement in the proposed effort.
<PAGE>
                                                                   Page 84 of 84
M.4 EVALUATION OF PAST PERFORMANCE (continued)

         (b) The Government  reserves the right to obtain information for use in
the evaluation of past  performance  from any and all sources  including  source
outside of the Government.  Offerors lacking  relevant past performance  history
will receive a neutral rating for past performance.  However, the proposal of an
offeror with no relevant past performance  history,  while rated neutral in past
performance may not represent the most  advantageous  proposal to the Government
and thus may be an unsuccessful proposal when compared to the proposals of other
offerors.  The offeror must  provide the  information  requested  above for past
performance  evaluation  or  affirmatively  state that it  possesses no relevant
directly related or similar past performance experience. The Government reserves
the right not to  evaluate  or consider  for award the entire  proposal  from an
offeror which fails to provide the past  performance  information or which fails
to assert that it has no relevant  directly  related or similar past performance
experience.

         (c) Contracting  Officers will use the following adjective  definitions
as guidelines in evaluating past performance:

                                RATING GUIDELINE
                                ----------------

(0)      UNSATISFACTORY ........... Totally unacceptable
(1)      POOR ..................... Less than minimum requirements
(2)      FAIR ..................... Met minimum requirements.
(3)      GOOD ..................... Exceeded minimum requirements.
(4)      EXCELLENT ................ Considerably surpassed minimum requirements.

(5)      PLUS...................... Demonstrated   exceptional  technical  level
                                    that justifies adding a point to the score.