<PAGE>

                                                                   EXHIBIT 10.16

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
            INTERNATIONAL CORPORATION
            AN EMPLOYEE-OWNED COMPANY              PAGE 1 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

                             Purchase/Contract Type:  Cost Plus Fixed Fee (CPFF)

                             Security Classification: unclassified
                             Prime Contract Number:   DAAE07-03-9-F001
                             Vendor Number:           607303
                             Account Number:          N/A
                             DPAS Priority Rating:    DO
                             Cost Charge No.:         See Section B.2
                             Terms Of Payment:        Net 30 Days

IROBOT CORPORATION ("IROBOT")
63 SOUTH AVENUE
BURLINGTON, MA 01803-4903

This Cost Plus Fixed Fee (CPFF) contract is hereby placed with iRobot
Corporation (hereinafter referred to as "iRobot," "Seller," "Subcontractor,"
"Supplier," or "Teammate") by SCIENCE APPLICATIONS INTERNATIONAL CORPORATION,
(herein referred to as "SAIC", "Buyer," or "LSI,") a Delaware Corporation with
principle offices in San Diego, California, for the goods and services described
herein, and is subject to the terms and conditions set forth hereunder.

This contract constitutes the entire understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
representations and agreements.

IN WITNESS WHEREOF, the parties hereto have executed this contract effective as
of the date executed by SAIC below:

IROBOT CORPORATION                        SCIENCE APPLICATIONS
                                          INTERNATIONAL CORPORATION

By: Original Signed On file               By: Original Signed On File
    -----------------------                   ---------------------------

Typed/Printed Name: Robert L. Moses       Typed Name: J. R, (Rick) Yoast

Title: Director, Acquisition and          Title: Senior Subcontracts
       Business Development                      Administrator

Date: 06 November 2003                    Date: 07 November 2003

                          END OF COVER/SIGNATURE PAGE

<PAGE>

                                                                    Page 2 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company PURCHASE CONTRACT NUMBER: 4400078647

                                TABLE OF CONTENTS

SECTION A  SPECIAL AGREEMENTS AND OTHER IMPORTANT PROVISIONS AND NOTIFICATIONS

           A.1   DEFINITIONS

           A.2   ORDER OF PRECEDENCE

           A.3   CONTRACT CHANGES AND CONFORMING CONTRACT

           A.4   CONTRACT CHANGE SUMMARY LIST

           A.5   EXPORT LAWS AND REGULATIONS

           A.6   WARNING - U.S. EXPORT CONTROLS LAWS

           A.7   SELLER PERFORMING WORK AT LSI, GOVERNMENT, OR OTHER FCS
                 CONTRACTOR'S FACILITY

           A.8   NON-FOREIGN CERTIFICATION AND REPRESENTATION

           A.9   PRE-CONTRACT COSTS

SECTION B  GOODS/SERVICES AND PRICES/COSTS

           B.1   CONTRACT TYPE

           B.2   STATEMENT OF REQUIREMENTS AND TOTAL CONTRACT VALUE

           B.3   CONTRACT LINE ITEM NUMBER (CLIN) BREAKDOWN SUMMARY

           B.4   RESERVED

           B.5   COST UNDERRUN INCENTIVE FEE TABLE

SECTION C  STATEMENT OF WORK/SPECIFICATIONS

           C.1   STATEMENT OF WORK (SOW)

           C.2   SUBCONTRACT DATA REQUIREMENTS LIST (SDRL)

           C.3   CONTRACT SECURITY CLASSIFICATION SPECIFICATION

           C.4   OVERRIDING PRINCIPLES, CHANGES AND CLARIFICATIONS TO WORK
                 SCOPE

           C.5   TASK ORDERS - (LOE)

           C.6   TASK ORDERS - (COMPLETION)

SECTION D  PACKAGING AND MARKING

           D.1   GENERAL PACKAGING AND MARKING REQUIREMENTS

           D.2   COMMERCIAL PRACTICES

           D.3   DATA, REPORTS AND CERTIFICATIONS

SECTION E  INSPECTION AND ACCEPTANCE

           E.1   INSPECTION OF RESEARCH AND DEVELOPMENT

           E.2   INSPECTION OF SUPPLIES

           E.3   INSPECTION OF SERVICES

           E.4   INSPECTION AND ACCEPTANCE AT DESTINATION

           E.5   INSPECTION AND ACCEPTANCE AT SOURCE

           E.6   MATERIAL INSPECTION AND RECEIVING REPORT

           E.7   CERTIFICATE OF CONFORMANCE

SECTION F  DELIVERIES OR PERFORMANCE

           F.1   GENERAL SHIPPING/DELIVERY REQUIREMENTS

           F.2   DELIVERY DESTINATIONS

           F.3   PERFORMANCE

<PAGE>

                                        PURCHASE CONTRACT NUMBER:   4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company        PAGE 3 OF 48, REV. B (SA-006)
                                                                (MARCH 31, 2005)

           F.4   PERIOD OF PERFORMANCE

           F.5   CONTRACT DELIVERABLES

           F.6   CONTRACT PERFORMANCE SCHEDULE

           F.7   PROGRAM SCHEDULE

           F.8   FCS PROGRAM MAJOR MILESTONE SCHEDULE

SECTION G  CONTRACT ADMINISTRATION DATA

           G.1   INVOICE AND PAYMENT

           G.2   PAYMENT OF FIXED FEE - ALL NON-TASK ORDER CLINs

           G.3   COST UNDERRUN INCENTIVE - ALL NON-TASK ORDER CLINs

           G.4   PAYMENT OF FIXED FEE - CPFF (LOE) TASK ORDER CLINs

           G.5   PAYMENT OF FIXED FEE - CPFF (COMPLETION) TASK ORDER CLINs

           G.6   PAYMENT TERMS

           G.7   STATE SALES - USE TAX

           G.8   SUBMISSION OF INVOICES

           G.9   INVOICE CONTENTS

           G.10  TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

SECTION H  SPECIAL PROVISIONS

           H.1   INCREMENTAL FUNDING

           H.2   BUYER FURNISHED EQUIPMENT, PROPERTY, INFORMATION, FACILITIES,
                 AND SERVICES

           H.3   GOVERNMENT FURNISHED ASSETS (GFX)

           H.4   DATA OR SOFTWARE TO BE PROVIDED WITH RESTRICTIONS

           H.5   ORDERING FROM GOVERNMENT SUPPLY SOURCES (PRIME FLOWDOWN)

           H.6   KEY PERSONNEL

           H.7   RESERVED

           H.8   CERTIFICATION OF FINAL INDIRECT COSTS

           H.9   EQUITABLE ADJUSTMENT

           H.10  MODIFICATIONS

           H.11  CONTRACT CHANGE PROPOSALS

           H.12  MAKE/BUY AND DIRECTED PROCUREMENTS

           H.13  ONE TEAM SHARED DESTINY

           H.14  FIREWALL - COMPETITION SENSITIVE INFORMATION

           H.15  FIREWALL - PROPOSAL EVALUATION - SUBCONTRACTOR IPT LEADER

           H.16  EMPLOYMENT OF FORMER BUYER EMPLOYEE

           H.17  AUTHORIZATION AND ADMINISTRATION OF CPFF LEVEL-OF-EFFORT TASK
                 ORDERS

           H.18  CPFF TASK ORDER ACCEPTANCE - CERTIFICATION OF UTILIZATION OF
                 HOURS

           H.19  AUTHORIZATION AND ADMINISTRATION OF CPFF COMPLETION TASK ORDERS

           H.20  CPFF TASK ORDER ACCEPTANCE - CERTIFICATION OF COMPLETION

           H.21  LOWER TIER SUBCONTRACTING

           H.22  ASSIGNMENT PROVISION

           H.23  SPECIAL TERMINATION LIABILITY

SECTION I GENERAL PROVISIONS

           1.1   IDS COMMON TERMS AND CONDITIONS GUIDE

           1.2   ADDITIONAL FULL-TEXT PROVISIONS

SECTION J  LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

                            END OF TABLE OF CONTENTS

<PAGE>

                                                                    Page 4 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
            INTERNATIONAL CORPORATION
            An Employee-Owned Company       PURCHASE CONTRACT NUMBER: 4400078647

SECTION A - SPECIAL AGREEMENTS AND OTHER IMPORTANT PROVISIONS AND NOTIFICATIONS

A.1   DEFINITIONS

      a.    The term "Lead Systems Integrator" or "LSI" refers to The Boeing
            Company and Science Applications International Corporation,
            responsible to the U.S. Government under the Boeing/Government prime
            Agreement for the Systems Development and Demonstration (SDD) phase
            of the Future Combat System (FCS) Program.

      b.    Unless otherwise specified, the terms "contract," "subcontract,"
            "purchase order," or "purchase contract" are synonymous.

      c.    An "administrative change" means a unilateral contract change, in
            writing by the SAIC Procurement Agent, that does not affect the
            substantive rights of the contracting parties.

      d.    The terms "Buyer's authorized Procurement Representative" and
            "Buyer's authorized Procurement Agent" are synonymous.

      e.    Unless otherwise specified, "prime agreement," "Agreement," "Other
            Transaction Agreement," or "OTA" mean the Future Combat Systems
            (FCS) System Development and Demonstration (SDD) Phase agreement
            between the Government and The Boeing Company.

      f.    A "unilateral change" is a contract change that is signed only by
            Buyer's authorized Procurement Agent. Unilateral changes are used,
            for example, to make: (1) administrative changes; (2) Issue change
            orders or change notices authorized by the Changes clause; (3) Make
            changes authorized by clauses other than a changes clause (e.g.,
            Property clause, Options clause, Limitation of Funds clause, or
            Suspension of Work clause); and (4) Issue termination notices.

      g.    A "bilateral change" is a contract change that is signed by Seller
            and Buyer's authorized Procurement Agent. Bilateral changes are used
            to: (1) Make negotiated equitable adjustments resulting from the
            issuance of a change order or Change Notice; (2) Definitize letter
            contracts; and (3) Reflect other agreements of the parties modifying
            the terms of contracts. A Supplemental Agreement is a bilateral
            contract change.

      h.    All reference within this subcontract to GP4 "The Boeing Company
            General Provisions (Cost Reimbursement Contract Under Government
            Prime Contract)" shall be considered as SAIC General Provisions for
            the purpose of this subcontract only and in no way sets a precedence
            for any other subcontracts Seller may currently have or enter into
            in the future with The Boeing Company or SAIC.

A.2   ORDER OF PRECEDENCE

      Any inconsistency in this contract shall be resolved by giving precedence
      in the following order:

      1.    Clause 5068 (Government Contract Requirements) set forth in Section
            I and Section H clauses with "(PRIME FLOWDOWN)" in clause title

      2.    Sections A through G (excluding Section C - Statement of
            Work/Specifications)

      3.    Section H (Special Provisions)

      4.    Section I (General Provisions)

      5.    Section C (Statement of Work/Specifications)

      6.    All other documents, exhibits and attachments set forth in Section J

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
            INTERNATIONAL CORPORATION
            An Employee-Owned Company              PAGE 5 OF 48, REV. G (SA-008)
                                                                (APRIL 22, 2005)

A.3   CONTRACT CHANGES AND CONFORMING CONTRACT

      a.    Buyer's authorized Procurement Agent is the only person empowered to
            execute contract changes on behalf of Buyer. Buyer-issued contract
            changes --

            (1)   will be sequentially numbered, e.g., contract change no. 001,
                  002, 003, etc.;

            (2)   will define the type of contract change, e.g.,
                  Unilateral/Undefinitive Change Notice, Unilateral Funding
                  Order, Supplemental Agreement ;

            (3)   will provide new/revised contract attachments/exhibits, as
                  applicable; and

            (4)   will include a replacement or new contract page when there is
                  a change in the contract text or terms except for undefinitive
                  contract changes.

            Undefinitive contract changes such as a Change Notice issued under
            the Changes clause will not be reflected in the text of a
            replacement contract page until definitized by Supplemental
            Agreement.

      b.    Replacement contract pages will identify the specific text change(s)
            by revision bar (vertical line) placed in the margin of the
            replacement page. AT BUYER'S OPTION, further DELINEATION OF
            CHANGE(S) CAN BE MADE BY SHOWING strikethroughs (for deleted text)
            and italics or BOLDED PRINT (FOR ADDED TEXT). Each replacement page
            will identify at the top of the page (or header) the Contract Change
            Number and date. By issuing the replacement contract page, Seller
            will possess a complete conforming text of the contract.

      c.    When the contract change adds new text requiring additional contract
            pages, Buyer will retain the original contract page number with
            added pages designated by letter, e.g., page 5 adds pages 5a, 5b,
            5c, etc. A new contract page will be identified in the same manner
            as the replacement contract page described above, i.e., Contract
            Change Number and date.

A.4   CONTRACT CHANGE SUMMARY LIST

      The table below provides a descriptive list of the Contract Changes issued
      under the contract. Buyer will issue an updated summary table from
      time-to-time by way of an administrative contract change as the number of
      contract change documents accumulate.

      NOTE: THE BELOW TABLE IS INITIALLY BLANK, RESERVING SPACE AND FORMAT FOR
      RECORDING FUTURE CHANGE ENTRIES.

<TABLE>
<CAPTION>
CONTRACT                 EFFECTIVE
 CHANGE      DATE OF      DATE OF
 NUMBER      DOCUMENT     CHANGE                TYPE/DESCRIPTION OF CHANGE(S)
--------    ---------    ---------              -----------------------------
<S>         <C>          <C>           <C>
 001        02/06/04      02/09/04     Supplemental Agreement 001.
                                       Revise Attachment J-13 to add Task
                                       Order 001.

 002        04/30/04      04/30/04     Supplemental Agreement 002.
                                       Incorporate revised SOW,SDRL and PCD (CP1) and Incorporate
                                       CR008.

 003        06/01/04      06/01/04     Supplemental Agreement 003.
                                       Incorporate Dollars into Special Termination Liability
                                       Clause H.23 Paragraph c.

 004        09/02/04      09/02/04     Supplemental Agreement 004.
                                       Incorporate the GFX revised wording for Section H.3 and
                                       Replaced Clause 3012 with Clause 3068, Added J-19 ADR

 005        09/07/04      09/07/04     Supplemental Agreement 005.
                                       Incorporates CP-002/CR33 for additional  integration support
                                       to the C4ISR System Integration Laboratories beginning with
                                       the initial delivery of platform simulators (UGV) simulation for IPS1.


 006        03/31/05      02/22/05     Supplemental Agreement 006
                         (Based on     Authorize directed changes in accordance with the FCS Program Transition
                         ATP Issued)   Change Proposal, CP003; extending SDD to March 2013 and spiraling
                                       and stretching some existing deliveries.

 007        04/01/05      04/01/05     Supplemental Agreement 007
                                       Directs iRobot Corporation - Burlington, MA. to accomplish Task Orders
                                       as described in the attached Task Order 099A1 (SSEI-MV04) and Task Order
                                       099A2 (SSEI-MV05) in support of SSEI-IPT and creation of CLIN 0099A.

008         04/22/05      04/22/05     SUPPLEMENTAL AGREEMENT 008
                                       RESTORES THE CONTRACT VALUE OF CLIN 0001 BACK TO THE LEVEL ESTABLISHED
                                       AT SA-006 CP003 TRANSITION. THIS INCREASES THE VALUE OF CONTRACT BY
                                       SSEI-T.O. AMOUNT. AMENDS SECTION F.2 DELIVERY ADDRESS INFORMATION.
</TABLE>

<PAGE>

                                                                    Page 6 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
            INTERNATIONAL CORPORATION
            An Employee-Owned Company      PURCHASE CONTRACT NUMBER: 4400078647

A.5   EXPORT LAWS AND REGULATIONS

      Seller agrees to comply fully with all applicable U.S. laws and
      regulations as they may apply to the export of any hardware, software,
      defense service or technical data (collectively "Data") provided by,
      through or with the cooperation of Seller in the performance of this
      subcontract in the U.S. or abroad or under any export license or exemption
      issued to Buyer. Seller agrees that it will not permit the re-export of
      Data, including to foreign nationals, employed by or associated with, or
      under contract to Seller or Seller's lower-tier suppliers, without the
      prior written consent of Buyer and under authority of an export license or
      applicable license exemption.

A.6   WARNING - U.S. EXPORT CONTROLS LAWS

      Information furnished to Seller under this purchase contract may contain
      data subject to U.S. Export Laws and Regulations. Seller is advised that
      such data may not be exported or re-exported to foreign persons, employed
      by or associated with, or under contract to Seller or Seller's lower-tier
      suppliers, without the prior written consent of Buyer and under authority
      of an export license or applicable license exemption. If such data is
      marked as Export Controlled, Seller shall indemnify and hold Buyer
      harmless from and against any and all claims, liabilities and expenses
      resulting from Seller's failure to comply with the export laws and
      regulations of the United States.

A.7   SELLER PERFORMING WORK AT LSI, GOVERNMENT, OR OTHER FCS CONTRACTOR'S
      FACILITY

      By law, Buyer must control access to export controlled technical data
      within its facilities. Therefore, Seller shall only assign personnel to
      perform work in LSI's facilities who are either U.S. citizens or who have
      been granted Permanent Resident Alien status in the U.S. Seller's
      personnel will be required to furnish documentary evidence of citizenship
      or immigration status to LSI's Security Badge and ID personnel at the time
      of badge pick-up. Acceptable documentary evidence of citizenship or
      immigration status includes U.S. Passport, Certificate of U.S.
      Citizenship, Certificate of Naturalization, certified copy of U.S. Birth
      Certificate, U.S. Alien Registration Receipt Card with Photo, un-expired
      foreign passport with INS-551 stamp of Certificate of Birth Abroad issued
      by the U.S. Department of State.

A.8   NON-FOREIGN CERTIFICATION AND REPRESENTATION

      Seller's acceptance of this contract, confirms that:

        (1)   it is not a foreign corporation, and

        (2)   it is not a Representative of a Foreign Interest (RFI), and

        (3)   Seller agrees to notify Buyer of any change in status set forth
              above.

A.9   PRE-CONTRACT COSTS

      In accordance with FAR 31.205-32, Pre-Contract Costs, which is
      incorporated herein by this reference, Subcontractor shall be entitled to
      reimbursement for costs plus applicable fees not-to-exceed $50,000
      incurred on or after 12 SEPT 2003 which, if incurred after this contract
      had been entered into, would have been reimbursable under the provisions
      of this CPFF Subcontract. The subject Pre-contract Cost Letter No.
      JS-FCS-SUGV-169, dated 08 SEPTEMBER 2003 is hereby incorporated by
      reference into this paragraph.

                                END OF SECTION A

<PAGE>

[SAIC (R) LOGO] SCIENCE APPLICATIONS       PURCHASE CONTRACT NUMBER: 4400078647
            INTERNATIONAL CORPORATION
            An Employee-Owned Company              PAGE 7 OF 48, REV. E (SA-008)
                                                                (APRIL 22, 2005)

SECTION B - GOODS/SERVICES AND PRICES/COSTS

B.1   CONTRACT TYPE

      a.    This contract is a cost-plus-fixed-fee (CPFF). A CPFF contract is a
            cost-reimbursement contract that provides for payment to the Seller
            of a negotiated fee that is fixed at the inception of the contract.
            The fixed fee does not vary with actual cost, but may be adjusted as
            a result of changes in the work to be performed under the contract.
            The CPFF contract may take one of two basic forms -- completion or
            term. This contract may use both forms. The CPFF contract type only
            applies to the task order CLIN specified below.

      b.    Applicable to the Contract Line Item Numbers (CLINs) specified below
            are cost underrun fee provisions. Similar to cost-plus-incentive-fee
            (CPIF) contracting, but only applicable to cost underruns, these
            cost underrun incentive fee provisions reward the Seller with
            additional fee when performing a cost underrun, and satisfying the
            requirements of the SOW pursuant to the inspection and acceptance
            terms or Section E. The incentive fee provisions are defined by the
            Fee Plan set forth in Section J.

B.2   STATEMENT OF REQUIREMENTS AND TOTAL CONTRACT VALUE

      a.    Seller shall, in accordance with the terms and conditions set forth
            herein, furnish necessary, qualified personnel, services, travel,
            facilities, and materials (except those specifically designated to
            be furnished by Buyer or Government), and do all things necessary
            and incidental to complete the contractual effort in accordance with
            the Statement of Work/Specification set forth in Section C and the
            Schedule set forth in Section F.

      b.    Total contract value broken-out by CLIN descriptions, CLIN contract
            types and other summary information:

<TABLE>
<CAPTION>
                 Internal
CLIN             Item/CCN                        Description                                                 Total Value
----             --------                        -----------                                                 -----------
<S>        <C>                     <C>                                                          <C>
0001       01-0056-38-4133-008     Design and Development of Small Unmanned Ground
                                   Vehicle (SUGV) in accordance with Statement of
                                   Work                                                         $ 39,514,989(CPFF-COMPLETION)

0002               "               SUGV Simulations                                             $  5,928,142(CPFF-COMPLETION)
           -------------------

0003               "               SUGV Emulators                                               $          0(CPFF-COMPLETION)
           -------------------

0004               "               SUGV Prototypes                                              $    736,439(CPFF-COMPLETION)
           -------------------

0005       01-0056-38-4134-001     Training Systems                                             $  1,830,948(CPFF-COMPLETION)

0005A              "               Training Systems and Management                              $          0(CPFF-COMPLETION)
           -------------------

0005B              "               Design, Development and Verification of
           -------------------     Training Support Packages (TSP) in accordance
                                   With Specification 786-30126, Training Support
                                   Packages                                                     $          0(CPFF-COMPLETION)

0005C              "               Design, Development and Verification of
           -------------------     Embedded Training (ET) in accordance with
                                   Specification 786-30126 The supplier shall
                                   deliver a real time digital representation of
                                   the Embedded Training to be tested in the
                                   Training SIL.                                                $          0(CPFF-COMPLETION)

</TABLE>

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
            INTERNATIONAL CORPORATION
            An Employee-Owned Company              PAGE 8 OF 48, REV. E (SA-008)
                                                                (APRIL 22, 2005)

<TABLE>
<CAPTION>

CLIN             Item/CCN               Description                                                     Total Value
----             --------               -----------                                                     -----------
<S>        <C>                     <C>                                                          <C>

0006       01-0056-38-5962-001     Task Orders - Engineering Services                           (NTE)$         0 (CPFF-COMPLETION
                                                                                                                  and/or LOE (TBD))

0006A              "               Engineering Services in accordance with
           -------------------     SOW D786-10108-1 para 3.2.1.1 "Land Warrior
                                   Support"                                                     (NTE)$   335,055 (CPFF-COMPLETION
                                                                                                                  and/or LOE (TBD))

0006B              "               Engineering Services in accordance with
           -------------------     SOW D 786-10108-1 para 3.2.1.2 "Payload
                                   Development and Integration"                                 (NTE)$ 1,340,219 (CPFF-COMPLETION
                                                                                                                  and/or LOE (TBD))

0006C              "               Engineering Services in accordance with
           -------------------     SOW D786-10108-1 para 3.2.1.3 "SUGV
                                   Demonstrations"                                              (NTE)$1 ,675,274 (CPFF-COMPLETION
                                                                                                                  and/or LOE (TBD))

0007       01-0056-38-4133-008     Spares                                                            $   107,283 (CPFF-COMPLETION)

0008               "               Data and Reports in accordance with
           -------------------     Subcontract Data Requirements List (SDRL)
                                   D786-10108-2                                                 Not Separately Priced

* 0099           TBD               Non-UGV Task Order Support
                                                                                               (NTE)$    62,609 (CPFF-COMPLETION
                                                                                                                  and/or LOE (TBD))
</TABLE>

* Letters "A", "B", etc. will be added to end of above CLIN to represent IPT
  Supported. "A" = SSEI - IPT

                                                       TOTAL CPFF   $51,530,958

<PAGE>

                                           PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
            INTERNATIONAL CORPORATION
            An Employee-Owned Company              PAGE 9 OF 48, REV. A (SA-002)
                                                               ( APRIL 30, 2004)

                     THIS PAGE IS LEFT INTENTIONALLY BLANK

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
            INTERNATIONAL CORPORATION
            An Employee-Owned Company             PAGE 10 OF 48, REV. E (SA-008)
                                                                (APRIL 22, 2005)

c.Total contract value broken-out by CLIN cost/fee elements:

<TABLE>
<CAPTION>
                                                   TOTAL
                                                ESTIMATED          FIXED FEE
CLIN          ESTIMATED COST      FCCOM            COST           (CPFF ONLY)           TOTAL VALUE
----          --------------      -----            ----           -----------           -----------
<S>          <C>                  <C>         <C>               <C>                 <C>
 0001        $    36,148,210      WAIVED      $    36,148,210   $      3,366,779    $     39,514,989

 0002        $     5,418,028      waived      $     5,418,028   $        510,114    $      5,928,142

 0003        $             0      waived      $             0   $              0    $              0

 0004        $       669,490      waived      $       669,490   $         66,949    $        736,439

 0005        $     1,670,769      waived      $     1,670,679   $        160,179    $      1,830,948

 0006A       $(NTE)  304,595      waived      $(NTE)  304,595   $(NTE)    30,460    $(NTE)   335,055

 0006B       $(NTE)1,218,381      waived      $(NTE)1,218,381   $(NTE)   121,838    $(NTE) 1,340,219

 0006C       $(NTE)1,522,976      waived      $(NTE)1,522,976   $(NTE)   152,298    $(NTE) 1,675,274

           SubTotal Clin 006      waived      $(NTE)3,045,952   $(NTE)   304,596    $(NTE) 3,350,548

 0007        $        97,530      waived      $        97,530   $          9,753    $        107,283

 0008         NSP                                                                   Not  separately
                                                                                    priced

 0099        $(NTE)   56,917      waived      $(NTE)   56,917   $(NTE)     5,692    $ (NTE)   62,609

 TOTALS:     $    47,106,896      WAIVED      $    47,106,896   $      4,424,062    $     51,530,958
</TABLE>
<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 11 OF 48, REV. E (SA-008)
                                                                (APRIL 22, 2005)

B.3   CONTRACT LINE ITEM NUMBER (CLIN) BREAKDOWN SUMMARY

<TABLE>
<CAPTION>
                                    PREVIOUS UNIT               REVISED (CURRENT)
CLIN  QTY/UM       DESCRIPTION          VALUE      THIS CHANGE     UNIT VALUE
----  ------  --------------------  -------------  -----------  -----------------
<S>   <C>     <C>                   <C>            <C>          <C>
0001  1 Lot   Design and                       --           --                 --
              Development of Small
              Unmanned Ground
              Vehicle (SUGV) in
              accordance with
              Statement of Work
              D786-10108-1

              Estimated Cost        $  36,091,293  $    56,917  $      36,148,210
              FCCOM                 $           0  $         0  $               0
              Total Estimated Cost  $  36,091,293  $    56,917  $      36,148,210
              Fixed Fee             $   3,361,087  $     5,692  $       3,366,779
                                                   $
                                    -------------  -----------  -----------------
              TOTAL CPFF            $  39,452,380  $    62,609  $      39,514,989
                                    -------------  -----------  -----------------
</TABLE>

<TABLE>
<CAPTION>
                                        PREVIOUS UNIT               REVISED (CURRENT)
CLIN  QTY/UM        DESCRIPTION             VALUE      THIS CHANGE     UNIT VALUE
----  ------  ------------------------  -------------  -----------  -----------------
<S>   <C>     <C>                       <C>            <C>          <C>
0002  1 Lot                                        --           --                 --
              SUGV Simulations-
              Real time digital
              representation of the
              Supplier's product(s) to
              be used in the SoSIL
              for 1 to n systems. SIM
              s are used to round out
              to full FCS UA force
              structure. Connected
              digitally to the SoSIL
              and other FCS field
              emulators or prototypes
              with representative
              tactical communications
              and T&E Test
              Framework
              Estimated Cost            $   2,035,839  $ 3,382,189     $ 5,418,028
              FCCOM                     $           0  $         0     $         0
              Total Estimated Cost      $   2,035,839  $ 3,382,189     $ 5,418,028
              Fixed Fee                 $     192,526  $   317,588     $   510,114

                                        -------------  -----------     -----------
              TOTAL CPFF                $   2,228,365  $ 3,699,777     $ 5,928,142
                                        -------------  -----------     -----------
</TABLE>

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 12 OF 48, REV. C (SA-006)
                                                                (MARCH 31, 2005)

<TABLE>
<CAPTION>
                                            PREVIOUS UNIT                REVISED (CURRENT)
CLIN  QTY/UM        DESCRIPTION                 VALUE      THIS CHANGE      UNIT VALUE
----  ------  ------------------------      -------------  -----------   -----------------
<S>   <C>     <C>                           <C>            <C>           <C>
0003  1 Lot                                            --           --                  --
              SUGV Emulators- Defined
              as low cost equipment, in
              SoSIL and/or field test
              use, representing the
              functionality and Human
              Machine Interface (HMI)of
              the Supplier's product with
              digital models and/or
              functional SW.
              Connected digitally with
              remote locations in order
              to be shared with FT and
              IMT. Connected digitally
              to the SoSIL and other
              FCS field emulators or
              prototypes with
              representative tactical
              communications and T&E
              Test Framework.
              Functional  equivalent  of
              prime item but not form fit.
              Estimated Cost                $     142,444  $  (142,444)  $               0
              FCCOM                         $           0  $         0   $               0
              Total Estimated Cost          $     142,444  $  (142,444)  $               0
              Fixed Fee                     $      14,272  $   (14,272)  $               0
                                                           $
                                            -------------  -----------   -----------------
              TOTAL CPFF                    $     156,716  $  (156,716)  $               0
                                            -------------  -----------   -----------------
</TABLE>

<TABLE>
<CAPTION>
                                         PREVIOUS UNIT               REVISED (CURRENT)
CLIN  QTY/UM        DESCRIPTION              VALUE      THIS CHANGE     UNIT VALUE
----  ------  -------------------------  -------------  -----------  -----------------
<S>   <C>     <C>                        <C>            <C>          <C>
0004  1 Lot                                         --           --                 --
              Sugv Prototypes
              (6 PROTO TYPES INTEGRATED
              AND READY TO BEGIN IQT.
              OF THE 6, 4 WILL BE
              DELIVERED TO SOS TESTING
              AFTER IQT.)
              (1 SHIP-IN-PLACE AT
              SUPPLIER'S FACILITY.)
              Estimated Cost             $     669,490      $  0        $   669,490
              FCCOM                      $           0      $  0        $         0
              Total Estimated Cost       $     669,490      $  0        $   669,490
              Fixed Fee                  $      66,949      $  0        $    66,949

                                         -------------      ----        -----------
              TOTAL CPFF                 $     736,439      $  0        $   736,439
                                         -------------      ----        -----------
</TABLE>

<TABLE>
<CAPTION>
                                    PREVIOUS UNIT               REVISED (CURRENT)
CLIN  QTY/UM      DESCRIPTION           VALUE      THIS CHANGE     UNIT VALUE
----  ------  --------------------  -------------  -----------  -----------------
<S>   <C>     <C>                   <C>            <C>          <C>
0005  1 Lot   Training Systems                 --           --              --
              Estimated Cost        $     524,967  $ 1,145,802     $ 1,670,679
              FCCOM                 $           0  $         0     $         0
              Total Estimated Cost  $     524,967  $ 1,145,802     $ 1,670,679
              Fixed Fee             $      52,604  $   107,575     $   160,179

                                    -------------  -----------     -----------
              TOTAL CPFF            $     577,571  $ 1,253,377     $ 1,830,948
                                    -------------  -----------     -----------
</TABLE>

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 13 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)
<TABLE>
<CAPTION>
                                                      Total
Sub-CLIN       Task Order        Estimated           Estimated     Fixed        Total
 Number        Description         Cost      FCCOM     Cost         Fee         CPFF
--------  --------------------  -----------  -----  -----------  ----------  -----------
<S>       <C>                   <C>          <C>    <C>          <C>
0006A     ENGINEERING           $         0  $   0  $         0  $        0  $         0
          SERVICES IN
          ACCORDANCE WITH
          SOW D786-10108-1
          PARA 3.2.1.1, "LAND
          WARRIOR SUPPORT"

0006B     PHASE 1 -             $         0  $   0  $         0  $        0  $         0
          ENGINEERING SERVICES
          IN ACCORDANCE WITH
          SOW D786-10108-1
          PARA 3.2.1.2,
          "PAYLOAD
          DEVELOPMENT AND
          INTEGRATION"

0006C     PHASE I-              $136,357.17  $   0  $136,357.17  $13,635.72  $149,992.89
          ENGINEERING SERVICES
          IN ACCORDANCE WITH
          SOW D786-10108-1
          PARA 3.2.1.3, "SUGV
          DEMONSTRATIONS"

                                -----------  -----  -----------  ----------  -----------
TOTAL                           $136,357.17  $   0  $136,357.17  $13,635.72  $149,992.89
CLIN
0006
                                -----------  -----  -----------  ----------  -----------
</TABLE>

THE TOTAL ESTIMATED COST, FCCOM AND FIXED FEE SET FORTH IN ABOVE CLIN 004 ARE
THE SUM OF THE DEFINITIVE TASK ORDER VALUES LISTED BELOW. NOTE: UNDEFINITIVE
TASK ORDERS ARE NOT LISTED.

The Definitive Task Orders are listed below:

  Task Orders

  CPFF-LOE:

  Seller shall devote the specified level of effort for a stated time period set
  forth in the Statement of Work of each task order and amendment thereto,
  issued in accordance with Section H clause entitled "Authorization and
  Administration Of CPFF Level-Of-Effort (LOE) Task Orders."

  CPFF-COMPLETION:

  Seller shall complete the definite goal(s) and/or target(s) and deliver the
  specified end-product(s) described in the Statement of Work of each task order
  and amendment thereto, issued in accordance with Section H clause entitled
  "Authorization and Administration Of CPFF Completion Task Orders."

<TABLE>
<CAPTION>
 Task                 Task Order
Order   SUB-CLIN      Description       Estimated    FCCOM    Fixed       Total
Number   Number   (Completion or LOE)      Cost                Fee        CPFF
------  --------  -------------------  ------------  -----  ----------  -----------
<S>     <C>       <C>                  <C>           <C>    <C>         <C>
 001      0006    LOE                  $ 136,357.17  $   0  $13,635.72  $149,992.89

                                       ------------  -----  ----------  -----------
TOTAL                                  $ 136,357.17  $   0  $13,635.72  $149,992.89
                                       ------------  -----  ----------  -----------
</TABLE>

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 14 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

                     THIS PAGE IS LEFT INTENTIONALLY BLANK

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 15 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

                     THIS PAGE IS LEFT INTENTIONALLY BLANK

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 16 OF 48, REV. B (SA-007)
                                                                 (APRIL 1, 2005)

<TABLE>
<CAPTION>
CLIN   QTY/UM        DESCRIPTION       UNIT VALUE   EXTENDED VALUE
----   ------   --------------------   ----------   --------------
<S>    <C>      <C>                    <C>          <C>
0007   1 Lot    Spares                         --               --

                Estimated Cost         $   97,530   $       97,530
                FCCOM                  $        0   $            0
                Total Estimated Cost   $   97,530   $       97,530
                Fixed Fee              $    9,753   $        9,753
                                       ----------   --------------
                TOTAL CPFF             $  107,283   $      107,283
                                       ----------   --------------
</TABLE>

<TABLE>
<CAPTION>
                                                       TORTAL
SUB-CLIN        TASK ORDER       ESTIMATED           ESTIMATED
 NUMBER        DESCRIPTION          COST     FCCOM     COST      FIXED FEE   TOTAL CPFF
--------    ------------------   ---------   -----   ---------   ---------   ----------
<S>         <C>                  <C>         <C>     <C>         <C>         <C>
 0099A      NON-UGV TASK ORDER   $  56,917   $   0   $  56,917   $   5,692   $   62,609
            SUPPORT OF SSEI-IPT
                                 ---------   -----   ---------   ---------   ----------
TOTAL                            $  56,917   $   0   $  56,917   $   5,692   $   62,609
CLIN 0099
                                 ---------   -----   ---------   ---------   ----------
</TABLE>

  THE TOTAL ESTIMATED COST, FCCOM AND FIXED FEE SET FORTH IN ABOVE CLIN 0099 ARE
  THE SUM OF THE DEFINITIVE TASK ORDER VALUES LISTED BELOW. NOTE: UNDEFINITIVE
  TASK ORDERS ARE NOT LISTED. EACH NON- UGV IPT SUPPORTED WILL BE SIGNIFIED BY A
  LETTER AFTER THE SUB-CLIN' IE. "A" = SSEI-IPT.

  THE DEFINITIVE TASK ORDERS ARE LISTED BELOW:

  TASK ORDERS

  CPFF-LOE:

  SELLER SHALL DEVOTE THE SPECIFIED LEVEL OF EFFORT FOR A STATED TIME
  PERIOD SET FORTH IN THE STATEMENT OF WORK OF EACH TASK ORDER AND AMENDMENT
  THERETO, ISSUED IN ACCORDANCE WITH SECTION H CLAUSE ENTITLED "AUTHORIZATION
  AND ADMINISTRATION OF CPFF LEVEL-OF-EFFORT (LOE) TASK ORDERS."

  CPFF-COMPLETION:

  SELLER SHALL COMPLETE THE DEFINITE GOAL(S) AND/OR TARGET(S) AND DELIVER THE
  SPECIFIED END-PRODUCT(S) DESCRIBED IN THE STATEMENT OF WORK OF EACH TASK ORDER
  AND AMENDMENT THERETO, ISSUED IN ACCORDANCE WITH SECTION H CLAUSE ENTITLED
  "AUTHORIZATION AND ADMINISTRATION OF CPFF COMPLETION TASK ORDERS."

<TABLE>
<CAPTION>
                             TASK ORDER
                             DESCRIPTION
TASK ORDER      SUB-CLIN   (COMPLETION OR   ESTIMATED           FIXED     TOTAL
  NUMBER         NUMBER         LOE)          COST      FCCOM    FEE      CPFF
-------------   --------   --------------   ---------   -----   ------   -------
<S>             <C>        <C>              <C>         <C>     <C>      <C>
099A1 (MV-04)    0099A     LOE              $  18,972   $   0   $1,897   $20,869
099A2 (MV-05)    0099A     LOE              $  37,945           $3,795   $41,740
                                            ---------   -----   ------   -------
 TOTAL                                      $  56,917   $   0   $5,692   $62,609
                                            ---------   -----   ------   -------
</TABLE>

B.4   RESERVED

<PAGE>

                                                 PAGE 16A OF 48, REV. B (SA-007)
                                                                 (APRIL 1, 2005)

B.5   COST UNDERRUN INCENTIVE FEE TABLE

      The following table specifies the Cost Underrun Incentive Fee earned by
the Seller:

                                       TBD
                                END OF SECTION B

<PAGE>

                                                                   Page 17 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

SECTION C - STATEMENT OF WORK/SPECIFICATIONS

C.1   STATEMENT OF WORK (SOW)

      Seller shall deliver goods and perform services specified in this contract
      in accordance with Buyer's Statement of Work document(s) and other
      specification documents set forth in Section J.

C.2   SUBCONTRACT DATA REQUIREMENTS LIST (SDRL)

      Seller shall deliver the data items listed on Buyer's Subcontract Data
      Requirements List (SDRL) set forth in Section J, and any other
      data/reports required by the provisions of this contract.

C.3   CONTRACT SECURITY CLASSIFICATION SPECIFICATION

      a.    Seller shall comply with the security requirements of the Contract
            Security Classification Specification, DD Form 254, as applicable,
            set forth in Section J.

      b.    Seller shall comply with Security Classification Guide, as
            applicable, set forth in Section J.

C.4   OVERRIDING PRINCIPLES, CHANGES AND CLARIFICATIONS TO WORK SCOPE

      The following constitute overriding principles, changes and clarifications
      to the contract Statement of Work set forth in Section J:

      a.    The following documents are reference documents and are provided for
            information purposes only:

            (1)   Operational Requirements Document (ORD) for the Future Combat
                  Systems

            (2)   The United States Army Objective Force Operational and
                  Organizational (O&O) Plan Unit of Action

C.5   TASK ORDERS - (LOE)

      In accordance with the Section H clause entitled "Authorization and
      Administration Of CPFF Level-Of-Effort (LOE) Task Orders," Seller shall
      prepare and submit task order proposals when requested by Buyer, and when
      authorized, perform agreed-to task orders. The statement of work specified
      in each authorized task order issued by Buyer shall be within the general
      scope of this contract.

C.6   TASK ORDERS - (COMPLETION)

      In accordance with the Section H clause entitled "Authorization and
      Administration Of CPFF Completion Task Orders," Seller shall prepare and
      submit task order proposals when requested by Buyer, and when authorized,
      perform agreed-to task orders. The statement of work specified in each
      authorized task order issued by Buyer shall be within the general scope of
      this contract.

                                END OF SECTION C

<PAGE>

                                                                   Page 18 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

SECTION D - PACKAGING AND MARKING

D.1   GENERAL PACKAGING AND MARKING REQUIREMENTS

      Seller shall package, pack, preserve and mark contract deliverables (goods
      and data) in accordance with:

      a.    Best commercial practices;

      b.    Article 3 of GP4 "The Boeing Company General Provisions (Cost
            Reimbursement Contract Under Government Prime Contract);"

      c.    The Statement of Work, as applicable;

      d.    DD-254, Contract Security Classification Specification, as
            applicable; and

      e.    Clause 5068

      See the General Provisions set forth in Section I for additional
      marking/packaging requirements.

D.2   COMMERCIAL PRACTICES

      Unless otherwise specified in this contract, goods and data shall be
      preserved, packaged, packed and marked in accordance with best standard
      commercial practices which are adequate to ensure against
      damage/deterioration during transit and storage pending usage. All
      shipments and mailings shall meet the requirements of the carrier for safe
      delivery at destination.

D.3   DATA, REPORTS AND CERTIFICATIONS

      All data, reports and certifications required under this contract shall be
      --

      a.    marked with the contract number;

      b.    directed to the attention of Buyer's authorized Procurement Agent
            unless the SOW or SDRL directs otherwise; and

      c.    submitted via the Advanced Collaborative Environment (ACE) unless
            otherwise specified.

      In the event the applicable SOW includes a Subcontractor Data Requirements
      List (SDRL) or other similar list of required data, Seller's transmittal
      letter for the transmitted data shall reference the data item number,
      title, and data item description.

                                END OF SECTION D

<PAGE>

                                                                   Page 19 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

SECTION E - INSPECTION AND ACCEPTANCE

E.1   INSPECTION OF RESEARCH AND DEVELOPMENT

      Buyer has the right to inspect and evaluate the work performed or being
      performed under the contract, and the premises where the work is being
      performed, at all reasonable times and in a manner that will not unduly
      delay the work. If Buyer performs inspection or evaluation on the premises
      of Seller or its subcontractor(s), Seller shall furnish and require its
      subcontractor(s) to furnish, without additional charge, all reasonable
      facilities and assistance for the safe and convenient performance of these
      duties.

E.2   INSPECTION OF SUPPLIES

      Federal Acquisition Regulation (FAR) clause 52.246-3 applies, as modified
      by article 7 of GP4 "The Boeing Company General Provisions (Cost
      Reimbursement Contract Under Government Prime Contract)."

E.3   INSPECTION OF SERVICES

      Federal Acquisition Regulation (FAR) clause 52.246-5 applies, as modified
      by article 8 of GP4 "The Boeing Company General Provisions (Cost
      Reimbursement Contract Under Government Prime)."

E.4   INSPECTION AND ACCEPTANCE AT DESTINATION

      (Unless otherwise specified, this clause applies to all work item(s).)

      Final inspection and acceptance of work accomplished, services provided
      and/or items produced or deliverable under this contract, shall be
      performed at destination by cognizant Buyer personnel.

E.5   INSPECTION AND ACCEPTANCE AT SOURCE

      (This clause applies only if the contract expressly states that an item of
      work is to be inspected and accepted at Seller's facilities or Seller's
      subcontractor's facilities.)

      a.    Final inspection and acceptance of work accomplished, services
            provided and/or items produced or deliverable under this contract
            shall be performed at Seller's facilities and/or facilities of its
            subcontractor(s), as may be approved by Buyer.

      b.    In order to accommodate Buyer's participation, Seller shall provide
            Buyer's contract technical representative and Buyer's authorized
            Procurement Agent with a minimum of at least five (5) workdays of
            advance notification, in writing, as to when and/or where the
            inspections or tests are to be performed. Although it is preferable
            that advance notification be provided in writing to Buyer's
            authorized Procurement Agent, such notification may be provided in
            any form or manner agreeable to the contracting parties.

<PAGE>

                                                                   Page 20 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

E.6   MATERIAL INSPECTION AND RECEIVING REPORT

      DFARS 252.246-7000 (MAR 1996) "Material Inspection And Receiving Report,"
      is incorporated by reference. "Contractor" means Seller and "Government"
      means Buyer. If the contract requires Seller to ship supplies to the
      Government or perform services for the Government, Seller shall prepare
      and furnish a DD Form 250 to the Government with a copy provided to Buyer.
      If Seller is shipping/performing supplies/services to Buyer, Seller shall
      replace the DD Form 250 with a commercial packing slip and, as applicable,
      a Certificate of Conformance, test reports and other documentation
      evidencing completion. If Seller is shipping to Buyer by way of drop
      shipment to another Boeing or SAIC subcontractor, Seller shall prepare and
      furnish with each shipment, a commercial packing slip with copy to Buyer
      and, as applicable, a Certificate of Conformance, test reports and other
      documentation evidencing completion.

E.7   CERTIFICATE OF CONFORMANCE

      FAR 52.246-15 (APR 1984), "Certificate of Conformance," is incorporated by
      reference. "Contractor" means Seller and "Government" means Buyer. Seller
      shall not use the DD Form 250 (see paragraph (b) of the referenced clause)
      unless Seller is shipping directly to the Government. In shipments to
      Buyer, Seller shall use commercial shipping/packing lists. Seller is not
      required to provide a Certificate of Conformance for a contract
      deliverable that has been inspected and accepted at Seller's facility by
      Government or Buyer, unless otherwise specified as a requirement by the
      contract Statement of Work or Subcontract Data Requirements List. Seller
      is not required to submit a Certificate of Conformance under this clause
      for deliverable data items. "Inspected at Seller's facility" as used in
      this modified clause means final inspection and acceptance by Government
      or Buyer at Seller's facility.

                                END OF SECTION E

<PAGE>

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 21 OF 48, REV. C (SA-008)
                                                                (APRIL 22, 2005)

SECTION F - DELIVERIES OR PERFORMANCE

F.1   GENERAL SHIPPING/DELIVERY REQUIREMENTS

      a.    Seller shall comply with the shipping requirements in article 3 of
            GP4 "The Boeing Company General Provisions (Cost Reimbursement
            Contract Under Government Prime Contract)."

      a.    FAR 52.247-34, "F.o.b. - Destination," is incorporated by reference.
            "Contractor" means Seller and "Government" means Buyer.

      b.    In the event a required item under this contract is delivered
            directly to Buyer's technical representative, Seller shall obtain a
            signed receipt from Buyer's technical representative evidencing such
            delivery. Further, Seller shall provide a copy of such signed
            receipt to Buyer's authorized Procurement Agent.

      c.    See the General Provisions set forth in Section I for additional
            shipping/delivery requirements.

F.2   DELIVERY DESTINATIONS

      Absent any specific delivery destination(s) set forth in the contract
      Statement of Work, Seller shall deliver all supplies deliverables, with
      the exception of data and correspondence to the APPLICABLE LSI FACILITIES
      AS DIRECTED BY THE INTEGRATED PRODUCT TEAM LEAD OR SUB-LEAD (IPT):

              HOUSTON
              THE BOEING COMPANY
              INTEGRATED DEFENSE SYSTEMS - FCS PROGRAM
              13100 SPACE CENTER BLVD.
              HOUSTON, TEXAS 77059
              ATTENTION: JASON COX - GOVERNMENT PROPERTY MANAGEMENT, (281)
              244-3069

              HUNTINGTON BEACH
              THE BOEING COMPANY
              INTEGRATED DEFENSE SYSTEMS - FCS PROGRAM
              5222 RANCHO ROAD
              HUNTINGTON BEACH, CALIFORNIA 92647
              ATTENTION: GFP CAGE BUILDING 040

              MESA
              THE BOEING COMPANY
              INTEGRATED DEFENSE SYSTEMS - PCS PROGRAM
              5000 EAST MCDOWELL ROAD
              MESA, ARIZONA 85215 -- 9797
              ATTENTION: GOVERNMENT PROPERTY STORES - FCS

              PHILADELPHIA
              THE BOEING COMPANY
              INTEGRATED DEFENSE SYSTEMS - FCS PROGRAM
              BLDG 3-60
              STEWART AVE & INDUSTRIAL HWY
              RIDLEY PARK, 19078

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company      PAGE 21A OF 48, REV. NEW (SA-008)
                                                                (APRIL 22, 2005)

              SEATTLE
              THE BOEING COMPANY
              INTEGRATED DEFENSE SYSTEMS - FCS PROGRAM
              9725 EAST MARGINAL WAY S.
              MMA35
              BLDG 9-101, DOOR N9, COL. H9
              SEATTLE, WASHINGTON 98108

              ST. LOUIS
              THE BOEING COMPANY
              INTEGRATED DEFENSE SYSTEMS - FCS PROGRAM
              BUILDING 220
              153 J.S. MCDONNELL BLVD.
              HAZELWOOD, MISSOURI 63042
              ATTENTION: PROPERTY WAREHOUSE / SCOTT STEVENS

      Absent any specific delivery destination(s) set forth in the contract
      Statement of Work, Seller shall deliver all data and correspondence to the
      following Buyer's facility:

      Science Applications International Corporation
      6725 Odyssey Drive
      Huntsville, Alabama 35806
      Attention: J.R. (Rick) Yoast
      Mail Code: MB#4

F.3   PERFORMANCE

      a.    The principal place of performance under this contract shall be
            Seller's facilities located at 63 South Avenue, Burlington MA
            01803-4903.

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 22 OF 48, REV. B (SA-006)
                                                                (MARCH 31, 2005)

      b.    If Seller encounters difficulty in meeting performance requirements,
            or anticipates difficulty in complying with the contract delivery
            schedule(s) or date(s), Seller shall immediately notify Buyer's
            authorized Procurement Agent in writing giving pertinent details;
            provided, however, that this data shall be informational only in
            character and that this clause shall not be construed as a waiver by
            Buyer of any delivery/performance schedule or any rights or remedies
            provided by law or under this contract.

F.4   PERIOD OF PERFORMANCE

      a.    The contract period of performance is:

<TABLE>
<CAPTION>
CLIN  Start Date                        Completion Date
----  ----------                        ---------------
<S>   <C>                               <C>
0001  Nov 2003                          MAR 2013
0002  Nov 2003                          MAR 2013
0003  Nov 2003                          *N/A
0004  Nov 2003                          MAR 2013
0005  Nov 2003                          MAR 2013
0006  Nov 2003                          MAR 2013
0007  Nov 2003                          MAR 2013
0008  In Accordance with SDRL Schedule
</TABLE>

* THE EMULATOR REQUIREMENTS AS RELATED TO CLIN 0003 ARE ELIMINATED.

      b.    Buyer is not obligated to reimburse Seller for any work performed or
            costs incurred before or after the specified start or completion
            date(s) of the respective CLIN specified above unless agreed in
            writing by Buyer's authorized Procurement Agent.

      c.    The contracting parties agree that Seller shall perform reasonable
            and necessary closeout duties after the performance period end date
            noted herein.

      d.    Any extension of the performance periods requires Buyer's written
            approval.

F.5   CONTRACT DELIVERABLES

      a.    Data Items. Seller shall deliver data items in accordance with the
            Subcontract Data Requirements List Data (SDRL) and accompanying Data
            Item Description (DID), as applicable. Unless specified otherwise,
            submittal of data deliverables, i.e., SDRL items, will be via the
            Advanced Collaborative Environment (ACE). Data deliverables will be
            marked in accordance with the Data and Software Rights article of
            clause 5068 and other marking requirements set forth in this
            contract.

      b.    Other Data/Information. Day-to-day IPT products such as technical
            assessment results, analyses, trade studies, and plans, will be made
            available to Buyer via the ACE. However, unless such day-to-day IPT
            products are explicitly specified as a contract deliverable, i.e.,
            SDRL, these products will not be subject to the marking requirements
            specified in the Data and Software Rights article of clause 5068.

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 23 OF 48, REV. B (SA-006)
                                                                (MARCH 31, 2005)

      c.    Supplies/Goods. Seller shall deliver goods in accordance with the
            Contract Delivery/Performance Schedule set forth in Section J-16.

      d.    Task Orders. Seller shall perform task order effort and deliver
            goods and/or data, as applicable in accordance with any task order
            issued under this contract.

F.6   CONTRACT PERFORMANCE SCHEDULE

      The contract performance milestones and events and their corresponding
      required completion dates are in the Contract Delivery/Performance
      Schedule set forth below.

<TABLE>
<CAPTION>
MILESTONE                   EVENT                           SCHEDULE *
---------   -----------------------------------------   ------------------
<S>         <C>                                         <C>
   1        UGV System Requirements Review (UGVSRR)_    NLT June 2004
   2        UGV System Functional Review (UGVSFR)       NLT September 2004
   3        Complete System Requirements Review (SRR)   NLT January 2005
   4        COMPLETE SYSTEM FUNCTIONAL REVIEW (SFR)     NLT DECEMBER 2005
   5        Complete Preliminary Design Review (PDR)    NLT SEPTEMBER 2006
   6        Complete Critical Design Review (CDR)       NLT JULY 2007
   7        Commence Delivery of Prototypes             NLT AUGUST 2009
</TABLE>

      * IN ACCORDANCE WITH J-12 SUGV SCHEDULE.

 F.7  PROGRAM SCHEDULE

      Seller shall support the Program Integrated Master Schedule (IMS) document
      set forth in Section J-12. The FCS Program IMS is an integrated master
      schedule of time-phased tasks that supports the Program Events and
      associated Significant Accomplishments of the Integrated Master Plan
      (IMP).

F.8   FCS PROGRAM MAJOR MILESTONE SCHEDULE

      a.    THESE ARE THE SIGNIFICANT FCS PROGRAM EVENTS, ALONG WITH THE MAJOR
            MILESTONE DATE FOR EACH EVENT.

<TABLE>
<CAPTION>
              FCS PROGRAM MILESTONE                    EVENT DATE           COMMENT
----------------------------------------------------   ----------   ------------------------
<S>                                                    <C>          <C>
PROGRAM DEFINITIZATION                                 11/26/2003   COMPLETE
SOS SRR                                                12/18/2003   COMPLETE
SOS DCR                                                06/18/2004   COMPLETE
SOSFR {ENGINEERING MATURITY 0(END OF EI0)              08/11/2005
CAPABILITY MATURITY 0 (END OF IV0;) IPDR, IN PROCESS   06/29/2006
PRELIMINARY DESIGN REVIEW
ENGINEERING MATURITY 1 (END OF EI1)                    06/28/2007
CAPABILITY MATURITY 1 (END OF IV1); ICDR, IN-PROCESS   09/25/2008
CRITICAL DESIGN REVIEW
ENGINEERING MATURITY 2 (END OF EI2)                    06/25/2009
CAPABILITY MATURITY 2 (END OF IV2)                     09/30/2010
ENGINEERING MATURITY 3 (END OF EI3)                    06/23/2011
CAPABILITY MATURITY 3 (END OF IV3)                     09/27/2012
ENGINEERING MATURITY 4 (END OF EI4)                    06/20/2013   BEYOND POP OF
                                                                    CONTRACT - FOR INFO ONLY

VERIFICATION COMPLETE (END OF IV4)                     12/11/2014   BEYOND POP OF
                                                                    CONTRACT - FOR INFO ONLY
SDD CLOSEOUT                                           12/18/2014   BEYOND POP OF
                                                                    CONTRACT- FOR INFO ONLY
</TABLE>

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company      PAGE 23A OF 48, REV. NEW (SA-006)
                                                                (MARCH 31, 2005)

      b.    ABBREVIATIONS/ACRONYMS. THE FOLLOWING NAMES/DESCRIPTIVE TERMS APPLY
            TO THE ABBREVIATIONS/ACRONYMS USED IN PARAGRAPH "a." ABOVE:

            DCR     DESIGN CONCEPT REVIEW
            EI      ENGINEERING ITERATIONS
            ICDR    IN PROCESS CRITICAL DESIGN REVIEW
            IPDR    IN PROCESS PRELIMINARY DESIGN REVIEW
            IPR     IN PROCESS REVIEW
            I&V     INTEGRATION AND VERIFICATION
            SOS     SYSTEM OF SYSTEMS
            SOSFR   SYSTEM OF SYSTEMS FUNCTIONAL REVIEW
            SRR     SYSTEM REQUIREMENTS REVIEW
            UA      UNIT OF ACTION
            POP     PERIOD OF PERFORMANCE

                                END OF SECTION F

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 24 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

SECTION G - CONTRACT ADMINISTRATION DATA

G.1   INVOICE AND PAYMENT

      The overall reimbursement structure of this contract is Cost-Plus-Fix-Fee,
      as defined in Section B.1, and applies to all CLINs. In consideration for
      performing contract activities, Seller shall invoice and receive Buyer
      payments in accordance with the provisions of this Section G, and the
      Invoice and Payment article of GP4 "The Boeing Company General Provisions
      (Cost Reimbursement Contract Under Government Prime Contract)."

G.2   PAYMENT OF FIXED FEE - ALL NON-TASK ORDER CLINs

      a.    Subject to the "Fixed Fee" clause of GP4 "The Boeing Company General
            Provisions (Cost Reimbursement Contract Under Government Prime),"
            Seller will be paid in installments at the time of each provisional
            payment on account of the allowable costs. The amount of fixed fee
            paid will be based on the ratio that the Seller's incurred allowable
            costs bear to the total estimated cost. The method of fee payment is
            as follows (percent completion method based on cost):

            Total payable fixed fee by CLIN is equal to the total CLIN fixed fee
            amount set forth in the contract multiplied by the quotient of total
            incurred/expended CLIN cost divided by total estimated CLIN cost
            specified in the contract:

<TABLE>
<S>                 <C>                         <C>
  Total Payable   =  [Total CLIN Fixed Fee]  X   [Total Incurred/Expended CLIN Cost]
                                                ------------------------------------
Fixed Fee by CLIN   [Specified in Contract]     [Total Estimated CLIN Cost Specified
                                                            In Contract]
</TABLE>

            Total payable CLIN fixed fee (calculated from above) minus (previous
            paid fixed fee) equals the current fixed fee payment installment.

      b.    For each non-task order CLIN, if the Seller does not successfully
            complete the stated goals, targets and end-product deliveries of the
            Statement of Work required by the contract, and Buyer does not
            authorize more effort with an increase in cost, the fixed fee of the
            applicable CLIN shall be equitably adjusted downward. However, if
            Seller completes the stated goals, targets and end-product
            deliveries of the Statement of Work required by contract, and under
            runs the costs, the Seller is entitled to the entire fixed fee for
            the applicable CLIN.

G.3   COST UNDERRUN INCENTIVE -- ALL NON-TASK ORDER CLINs

      In addition to the payable fixed fee, Seller may earn additional fee in
      accordance with the enclosure entitled "Underrun Fee Provisions," set
      forth in Section J.

G.4   PAYMENT OF FIXED FEE - CPFF (LOE) TASK ORDER CLINs (0006 ONLY)

      a.    Subject to the "Fixed Fee" clause of GP4 "The Boeing Company General
            Provisions (Cost Reimbursement Contract Under Government Prime),"
            the fixed fee for each task order authorized in accordance with the
            Section H clause entitled "Authorization and Administration Of CPFF
            Level-Of-Effort (LOE) Task Orders," shall be paid -

               -     at the end of the period of performance (expiration
                     date) set forth in the task order;

               -     after Buyer's receipt of an acceptable invoice; and

               -     after Buyer's acceptance of Seller's "Certificate of
                     Utilization of Hours" and the task order effort

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 25 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

      b.    In the event the Seller does not expend the specified LOE (minimum
            quantity of direct labor hours) required by the authorized task
            order within the specified time period, the task order fixed fee
            shall be equitably adjusted downward. However, if Seller expends the
            specified LOE within the specified time period and under runs the
            task order costs, the Seller is entitled to the entire fixed fee of
            the task order.

G.5   PAYMENT OF FIXED FEE - CPFF (COMPLETION) TASK ORDER CLINs (0006 ONLY)

      a.    Subject to the "Fixed Fee" clause of GP4 "The Boeing Company General
            Provisions (Cost Reimbursement Contract Under Government Prime),"
            the fixed fee for each task order authorized in accordance with the
            Section H clause entitled "Authorization and Administration Of CPFF
            Completion Task Orders," shall be paid in installments no more than
            once every two weeks upon receipt of an acceptable invoice, and at
            the same time Seller's task order costs are invoiced;

            Calculation of fixed fee will be based upon the ratio of cumulative
            task order costs incurred, to date, to the total estimated task
            order costs. Example:

<TABLE>
<S>                    <C>                          <C>
Total Payable Task =     [Total Fixed Fee]      X   [Total Incurred/Expended Task Order Cost]
                                                      ---------------------------------------
   Order Fixed Fee     [Specified in Task Order]        [Total Estimated Cost Specified in
                                                                 Task Order]
</TABLE>

            Total payable fixed fee (calculated from above) minus (previous paid
            fixed fee) equals the current fixed fee payment installment.

      b.    The Buyer will not pay the last task order invoice until after
            Buyer's acceptance of Seller's "Certificate of Completion" and the
            task order effort.

      c.    In the event the Seller does not successfully complete the stated
            goals, targets and end-product deliveries of the Statement of Work
            required by the task order, and the Buyer does not authorize more
            effort with an increase in cost, the task order fixed fee shall be
            equitably adjusted downward. However, if Seller completes the task
            order, submits an acceptable Certificate of Completion and under
            runs the task order costs, the Seller is entitled to the entire
            fixed fee of the task order.

G.6   PAYMENT TERMS

      Payment terms are listed on page 1 of the contract.

G.7   STATE SALES - USE TAX

      All goods and services purchased under this contract are for resale
      through the State of Alabama or the State of California and are for resale
      under a Prime Government Contract number DAAE07-03-9-F001. Buyer's Tax
      Permit Number(s) are as follows: #6800-04-119 for the State of Alabama or
      #SYFH25- 646030 for the State of California.

<PAGE>

                                          PURCHASE CONTRACT NUMBER:   4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 26 OF 48, REV. A (SA-001)
                                                             (FEBRUARY 09, 2004)

G.8   SUBMISSION OF INVOICES

      Seller shall submit invoices no more than once every two weeks. Seller
      shall submit an original and two (2) duplicate copies of the invoice for
      provisional payment to the following location:

      Science Applications International Corporation
      6725 ODYSSEY DRIVE
      HUNTSVILLE, ALABAMA 35806
      Attention: J.R. (Rick) Yoast
      Mail Code: MB#4

      In addition, Seller shall mail and, if requested, fax a copy of the
      invoice to Buyer's authorized Procurement Agent for provisional approval
      of payment.

G.9   INVOICE CONTENTS

      Seller shall prepare and submit invoices and attachments to include the
      following minimum information:

      a.    Seller's name and business address; invoice number and date; Buyer's
            contract number and original date of award; prime contract number;
            name of Buyer's authorized Procurement Agent; CLIN/ltem Number;
            description of goods and/or services with corresponding part
            numbers, unit of measure, quantities and unit prices; separately
            itemized taxes; extended totals; Seller's signature and payment
            terms. Invoices shall include the "Amount Previously Billed," the
            "Amount of this Invoice," the "Total Amount Billed to Date", and the
            "Amount of Withhold". Seller shall submit invoices for the full
            amount stating the amount of withhold/retention for each line item
            billed.

      b.    Name and telephone number of Seller's representative to be notified
            if the invoice is incorrect or there are questions.

      c.    Date of delivery or service. Enter the date(s) that the goods or
            services billed were provided to Buyer, or during which the billed
            costs and fees were incurred. All costs billed must have been
            incurred within the contract period of performance.

      d.    CLIN/ltem amounts. Segregate charges by CLIN/ltem, and enter amounts
            billed for cost and fee on separate lines. Any credits listed on the
            invoice must also be segregated by CLIN/ltem and identified as
            applicable to cost and/or specified category of fee.

      e.    Certification and signature. Enter the signature (electronic
            equivalent is acceptable) of Seller's authorized representative and
            date of said signature after the following certification language:
            "Pursuant to authority vested in me, I certify that this invoice is
            correct and proper for payment."

      f.    Cost Plus Fixed Fee LOE Task Order invoices must contain the number
            of labor hours expended and certification that the hours expended
            are correct in accordance with the certification referred to in
            paragraph H. 18 b. of the subcontract.

      Invoices submitted without the above information may be returned to Seller
      for correction.

<PAGE>

                                                                   Page 27 OF 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

G.10  TECHNICAL AND ADMINISTRATIVE REPRESENTATIVES

      a.    The following Technical and Contract Representatives are designated
            for this contract:

            Seller's Technical Representative is: Robert A. Bell, FCS Program
            Manager

            Seller's Contract Representative is: Robert L. Moses, Director,
            Acquisitions & Business Development

            Buyer's Technical Representative is: John Possel, SUGV Program
            Manager

            Buyer's Procurement Agent is: J.R. (Rick) Yoast, Sr. Subcontracts
            Administrator

            In the event Buyer's Procurement Agent specified above is not
            available, Janice Schuckman, Subcontracts Manager or his/her duly
            authorized representative shall serve as Buyer's authorized
            Procurement Agent. In the event Seller's Contract Representative
            (Contract Manager/Administrator) is not available, M. David Adler,
            Sr. Vice-President & Treasurer or his/her duly authorized
            representative shall serve as Seller's Contract Representative.

      b.    Buyer's Technical Representative is responsible for day-to-day
            clarifications, guidance and technical direction as may be required
            within the scope of the technical work requirements, "technical
            direction" shall be in accordance with the "Technical Direction"
            clause of the General Provisions of the contract

      c.    Contact between the contracting parties regarding prices, terms,
            quantities, deliveries, and financial adjustments shall only be made
            between the above-designated Contract Representative (Seller) and
            Procurement Agent (Buyer). Actions taken by Seller, which by their
            nature effect a change to this contract, shall be binding upon Buyer
            only when such action is specifically authorized in writing by
            Buyer's authorized Procurement Agent. Unless specified otherwise in
            this contract, all written communications between the contracting
            parties shall be directed between the above-designated Contract
            Representative and Procurement Agent.

      d.    Buyer shall be responsible for all liaison and communications with
            Buyer's customer as well as other Buyer subcontractors for the term
            of this contract. Seller shall not communicate with Buyer's customer
            or Buyer's other subcontractors regarding this contract except with
            prior consent of Buyer or when already expressly authorized by this
            contract.

      e.    No request, notice, authorization, direction or order received by
            Seller shall be binding upon Buyer, or serve as the basis for a
            change in the contract, unless issued (or confirmed) in writing by
            Buyer's authorized Procurement Agent.

      f.    Seller shall immediately notify Buyer's authorized Procurement Agent
            whenever a verbal or written change notification has been received
            from an employee of Buyer (other than the Procurement Agent), which
            would affect any of the terms, conditions, cost, schedules, etc., of
            this contract, and Seller is to perform no work or make any changes
            in response to any such notification or make any claim on Buyer
            unless Buyer's authorized Procurement Agent directs Seller, in
            writing, to implement such change notification.

                                END OF SECTION G

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 28 OF 48, REV. F (SA-006)
                                                                (MARCH 31, 2005)

SECTION H - SPECIAL PROVISIONS

H.1   INCREMENTAL FUNDING

      a.    The total sum presently available for payment and allotted to this
            contract is $10,216,889.89, which is estimated to cover all CLINs
            listed below, including reasonable amounts for termination and for
            fee. The funds depletion date (the estimated date on which funding
            will be exhausted) for each CLIN is specified below. Total funding
            allotted to each applicable CLIN and corresponding funds depletion
            date are as follows:

<TABLE>
<CAPTION>
CLIN                 Funds Allotted             Est. Funds Depletion Date
----   -------------------------------------  -------------------------------
<S>    <C>                                   <C>
0001   $ 9,839,788.00                        31 MAY 2005 (AS OF ACFO NO. 010)
0002   CLIN Part of CLIN 0001 - not specifically funded
0003   CLIN Part of CLIN 0001 - not specifically funded
0004   CLIN Part of CLIN 0001 - not specifically funded
0005   $    227,109.00                       31 MAY 2005 (AS OF ACFO NO. 010)
0006   $    149,992.89                       28 MAY 2004 (as of ACFO No.004)
0007   CLIN Part of CLIN 0001 - not specifically funded
0008   CLIN Part of CLIN 0001 - not specifically funded
</TABLE>

      b.    Incremental funding provided for CLINs 0006 (above) is a total
            not-to-exceed value for these CLINs. Actual funding values shall be
            provided individually within each authorized Task Order, and total
            estimated cost, FCCOM and fised fee for CLINs 0006 are the sum of
            the definitive task order values listed in Section.3.a of this
            subcontract.

      c.    Notwithstanding any other provision of this contract, all payments
            to Seller shall be subject to the funding limitation(s) set forth
            above.

      d.    All changes in funding as contemplated by the "Limitation of Funds"
            clause in the General Provisions of this contract will be made by
            way of a Contract Change Funding Order. Each such Contract Change
            Funding Order shall state the total funds allotted for the
            performance of this contract and the estimated period of time or
            funds depletion date to be covered by the funds then allotted. The
            provisions relating to funds allotted and time period or funding
            depletion date covered thereby shall be deemed modified in
            accordance with each such Contract Change Funding Order.

H.2   BUYER FURNISHED EQUIPMENT, PROPERTY, INFORMATION, FACILITIES, AND SERVICES

      Pursuant to Buyer's Property clause(s) set forth in Section I General
      Provisions, Buyer shall furnish to Seller in the performance of this
      contract the Equipment, Property, Information, Facilities, and Services
      (hereinafter collectively referred to as "BFX") identified on the list
      entitled "BFX List." The BFX List is set forth by attachment in Section
      J-7 entitled "BFX List."

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 29 OF 48, REV. A (SA-004)
                                                             (SEPTEMBER 2, 2004)

H.3   GOVERNMENT-FURNISHED ASSETS (GFX)

      (a)   THE TERM "GFX," AS USED IN THIS CLAUSE, MEANS GOVERNMENT-FURNISHED
      ASSETS CONSISTING OF EQUIPMENT, PROPERTY, INFORMATION, FACILITIES AND
      SERVICES. GFX SHALL NOT BE FURNISHED TO THE SELLER UNTIL APPROVED BY THE
      FCS GRANTS OFFICER (GOVERNMENT).

      (b)   EACH ITEM OF GFX IN THE BELOW LIST IS DESIGNATED AS EITHER
      SELLER-PROPOSED GFX OR GOVERNMENT-APPROVED GFX. GFX THAT IS DESIGNATED
      SELLER-PROPOSED WILL BE CHANGED TO GOVERNMENT-APPROVED WHEN BUYER RECEIVES
      GOVERNMENT AUTHORIZATION OR APPROVAL FOR SELLER'S USE OF THE GFX. THE
      GOVERNMENT IS NOT OBLIGATED TO FURNISH ANY ITEM OF GFX UNTIL SUCH
      AUTHORIZATION/APPROVAL IS RECEIVED BY BUYER. UPON RECEIPT OF SUCH
      GOVERNMENT AUTHORIZATION/APPROVAL, BUYER WILL ISSUE A UNILATERAL,
      ADMINISTRATIVE MODIFICATION TO THIS CONTRACT CHANGING THE DESIGNATION OF
      THE GFX FROM SELLER-PROPOSED GFX TO GOVERNMENT-APPROVED GFX.

      (c)   IN THE EVENT THE GOVERNMENT DISAPPROVES SELLER'S REQUEST FOR USE OF
      GFX, OR THE GOVERNMENT APPROVES SELLER'S REQUEST, BUT SUCH APPROVAL DOES
      NOT MEET THE SELLER'S REQUIREMENTS SPECIFIED IN THE BELOW GFX LIST (E.G.,
      GFX ARRIVES LATER THAN THE SPECIFIED NEED-DATE, AND, AS A DIRECT RESULT,
      SELLER INCURS ADDED/UNPLANNED COSTS TO IMPLEMENT A WORK-AROUND SCHEDULE),
      THE CONTRACT SHALL BE SUBJECT TO EQUITABLE ADJUSTMENT.

      (d)   SELLER SHALL ASSIST BUYER IN OBTAINING GOVERNMENT APPROVAL FOR
      SELLER'S-USE OF GFX BY -

      1.    ASSISTING BUYER IN COMPLETING THE FCS GFX REQUEST FORM FOR
      SELLER-PROPOSED GFX. THIS GFX REQUEST FORM AND THE INSTRUCTIONS FOR
      COMPLETING THE FORM ARE AVAILABLE TO THE SELLER VIA ACE.

      2.    ASSISTING BUYER IN OBTAINING A WRITTEN STATEMENT OF AVAILABILITY
      FROM THE GOVERNMENT-OWNER/CUSTODIAN OF THE SUBJECT GFX. THE STATEMENT OF
      AVAILABILITY WILL CLEARLY STATE THE AVAILABILITY TERMS OF THE REQUESTED
      GFX. SUCH AVAILABILITY TERMS INCLUDE DATES OR TIME FRAME WHEN THE GFX WILL
      BE AVAILABLE FOR USE BY SELLER. IF THE GFX WILL NOT BE AVAILABLE TO THE
      FCS PROGRAM ON A NO-COST, RENT-FREE USE BASIS, THE STATEMENT OF
      AVAILABILITY WILL INCLUDE THE RENTAL TERMS. IF THE GFX IS NOT AVAILABLE
      FOR ANY OTHER REASONS, THESE REASONS SHALL BE CLEARLY STATED.

      (e)   RECEIPT OF GFX -

      1.    SELLER SHALL NOTIFY BUYER PROMPTLY UPON RECEIPT OF GFX. SUCH
      NOTIFICATION SHALL INCLUDE PROVIDING A LIST OF GFX RECEIVED BY SELLER'S
      SUBCONTRACTORS/SUPPLIERS.

      2.    UPON RECEIPT OF GFX, SELLER SHALL INSPECT THE GFX TO IDENTIFY ANY
      OVERAGES, SHORTAGES, OR DAMAGES. SELLER SHALL PROVIDE BUYER A WRITTEN
      REPORT OF ANY OVERAGES, SHORTAGES OR DAMAGES AND THEIR APPARENT CAUSES.

      3.    SELLER WILL INCORPORATE THE SUBSTANCE OF THIS PARAGRAPH (e) IN ALL
      SUBCONTRACTS THAT MAY INVOLVE GFX AND WILL PROVIDE TO BUYER REPORTS OF
      OVERAGES, SHORTAGES, OR DAMAGES RECEIVED FROM LOWER TIER SUBCONTRACTORS.

      (f)   GFX LIST

      THE GFX LIST IS SET FORTH BY ATTACHMENT IN SECTION J-7 ENTITLED "GFX LIST

H.4   DATA OR SOFTWARE TO BE PROVIDED WITH RESTRICTIONS

      In accordance with the Data and Software Rights article of clause 5068,
      Seller and Seller's subcontractors/suppliers have identified data and
      software to be furnished with restrictions. This identified data and
      software is set forth by attachment in Section J entitled "Data or
      Software to be Provided With Restrictions."

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company        PAGE 29A OF 48, REV. B (SA-006)
                                                                (MARCH 31, 2005)

H.5   ORDERING FROM GOVERNMENT SUPPLY SOURCES (PRIME FLOWDOWN)

      SELLER IS AUTHORIZED TO USE GOVERNMENT FEDERAL SUPPLY SCHEDULE CONTRACTS
      IN THE PERFORMANCE OF THIS AGREEMENT. THIS AUTHORIZATION IS ISSUED IN
      ACCORDANCE WITH PROVISIONS OF 48CRF SUBPART 51.1 "CONTRACTOR USE OF
      GOVERNMENT SUPPLY SOURCES" AND CAN BE USED ONLY TO ACQUIRE GOODS AND
      SERVICES REQUIRED SPECIFICALLY FOR PERFORMANCE UNDER THIS AGREEMENT AS SET
      FORTH IN NEW ATTACHMENT J-10 AND LISTED IN SECTION J.

      FOR EACH ORDER PLACED TO A FEDERAL SUPPLY SCHEDULE VENDOR (1) A COPY OF
      THE AUTHORIZATION LETTER MUST ACCOMPANY THE ORDER, UNLESS A COPY WAS
      PREVIOUSLY FURNISHED TO THE VENDOR, AND (2) THE FOLLOWING STATEMENT MUST
      APPEAR ON THE ORDER:

            "THIS ORDER IS PLACED UNDER AGREEMENT DAAE07-03-9-F001, DATED MAY
            30, 2003, WITH U.S. ARMY TANK-AUTOMOTIVE AND ARMAMENTS COMMAND
            (TACOM) AND AS PROVIDED BY AUTHORIZATION LETTER DATED 11 JUN 2003.
            IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS
            OF THIS ORDER AND THOSE OF YOUR FEDERAL SUPPLY SCHEDULE CONTRACT,
            THE LATTER WILL GOVERN."

      SELLER'S ORDERING AUTHORIZATION MAY BE UNILATERALLY WITHDRAWN, OR
      SUSPENDED, IN WHOLE OR IN PART, BY PROVIDING WRITTEN NOTICE TO THE SELLER.

H.6   KEY PERSONNEL

      a.    The following key personnel are considered essential to this
            contract and are considered full-time participants:

                NAME                     TITLE
                --------------           -------------------
                Robert A. Bell           FCS Program Manager
                MIKE BASSETT             Technical IPT Lead
                Judith Blinn             Contracts MANAGER
                Chris Norman             SoS IPT Lead

      b.    In the event Seller removes any of the above personnel from the
            contract, Seller shall notify in writing Buyer's authorized
            Procurement Agent and will provide a qualified replacement.

H.7   RESERVED

H.8   CERTIFICATION OF FINAL INDIRECT COSTS (PRIME FLOWDOWN)

      a.    For the purposes of this certificate, Seller will submit the
            standard FAR certificate of final indirect costs (see FAR 52.242-4)
            to the cognizant Government activity. If a Seller is not otherwise
            required to submit the standard FAR certificate for final indirect
            costs, then it shall submit the certificate below.

      b.    Seller (as applicable) shall (1) certify, in the format below, any
            proposal to establish or modify final indirect cost rates; and (2)
            have the certificate signed by an individual of Seller's
            organization at a level no lower than a vice president or chief
            financial officer of Seller's business segment that submits the
            proposal.

      c.    Failure to execute and submit the certification described may result
            in final indirect cost rates being unilaterally established by the
            Government Grants Officer or Government Administrative Agreements
            Officer. The Grants Officer may request a copy of Seller's
            Certificate of Final Indirect Costs from the cognizant Government
            agency assigned (e.g. DCAA, DCMA).

<PAGE>

                                                                   Page 30 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

                       Certificate of Final Indirect Costs

                  This is to certify that I have reviewed this proposal to
                  establish final indirect cost rates and to the best of my
                  knowledge and belief, all costs included in this proposal
                  (identify proposal and date) to establish final indirect cost
                  rates for (identify period covered by rate) are allowable in
                  accordance with the cost principles of the Federal Acquisition
                  Regulation (FAR) and its supplements, or in the case of a
                  non-traditional defense contractor in accordance with GAAP,
                  applicable to the contracts to which the final indirect cost
                  rates apply.

                        Firm:___________________________________________________
                        Signature:______________________________________________
                        Name of Certifying Official:____________________________
                        Title:__________________________________________________
                        Date of Execution:______________________________________

      d.    Seller shall submit the above certificate to Buyer's authorized
            Procurement Agent at the time it establishes its final, annual
            indirect cost rates, except when Seller is submitting to the
            cognizant Government activity the standard FAR certificate of final
            indirect costs. If Seller is submitting the standard FAR
            certificate, Seller shall provide written notification to Buyer's
            authorized Procurement Agent of this occurrence.

H.9   EQUITABLE ADJUSTMENT (PRIME FLOWDOWN)

      a.    General. Any reference to an Equitable Adjustment under this
            contract is subject to this definition.

      b.    Definition. The term "Equitable Adjustment" refers to whenever a
            provision of this contract states that Seller may be or is entitled
            to an "Equitable Adjustment," Buyer, at its sole option, may direct
            that the modification implementing the adjustment (1) maintain the
            overall schedule and estimated cost by removing requirements from
            the statement of work that reduce cost and/or schedule by an amount
            equal to the increased cost and/or schedule caused by the event
            giving rise to the Equitable Adjustment or (2) increase estimated
            cost and/or schedule, as appropriate, to account for the impact of
            the change.

      c.    Unless directed otherwise by Buyer's authorized Procurement Agent,
            any request by Seller for an Equitable Adjustment will maintain the
            overall schedule and estimated cost and include recommendations of
            statement of work requirements to be modified, reduced, or deleted
            in order to perform within the existing contract schedule and cost
            boundaries. Adjustments implemented under b (1) above will not cause
            any revision to the amount of Fee available for this contract.

H.10  MODIFICATIONS (PRIME FLOWDOWN)

      a.    General. At any time during the term of the contract, contract
            progress or contract results may indicate that a change in the
            contract would be beneficial to the contract or FCS program
            objectives. Recommendations made by Seller for modifications,
            including justifications by Seller to support any proposed changes
            in the contract, excluding equitable adjustment proposals submitted
            under the Changes article of clause GP4 "The Boeing Company General
            Provisions (Cost Reimbursement Contract Under Government Prime
            Contract)", will be documented in a letter and submitted by Seller
            to Buyer's authorized Procurement Agent. This documentation letter
            will (1) detail the technical, chronological, and financial impact
            of the proposed modification; and (2) identify what work is being
            modified, reduced or deleted to accommodate the proposed change. If
            Seller believes it cannot maintain the overall schedule and
            estimated cost within the existing contract schedule and cost
            boundaries, Seller shall submit in its documentation letter a
            ceiling price for the impact of the proposed change, or if requested
            by Buyer, a firm proposal or a Ceiling Rough-Order-of-Magnitude

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            Cost prepared in accordance with Section H.11 "Contract Change
            Proposals." Buyer is not obligated to pay for any proposed change
            until the contract is formally revised by Buyer's authorized
            Procurement Agent. Buyer is not obligated to initiate work for any
            proposed change made by Seller until such time as the contract
            parties execute a bilateral modification or Buyer's authorized
            Procurement Agent issues a unilateral contract modification pursuant
            to the Changes article of GP4 "The Boeing Company General Provisions
            (Cost Reimbursement Contract Under Government Prime Contract)".

      b.    Unilateral Contract Changes. In the event Buyer issues a unilateral
            contract modification pursuant to the Changes article of GP4 "The
            Boeing Company General Provisions (Cost Reimbursement Contract Under
            Government Prime Contract)", and the modification involves new work,
            Buyer's authorized Procurement Agent will advise Seller of the
            availability of additional funding for the new work, or if the
            additional funding is not available, advise Seller that new work
            must be accomplished within existing funding constraints. Further,
            in accordance with the Section H.9 "Equitable Adjustment," unless
            directed otherwise by Buyer's authorized Procurement Agent, Seller's
            equitable adjustment proposal prepared and submitted in response to
            a unilateral contract modification issued by Buyer's authorized

      c.    Procurement Agent will maintain the overall schedule and estimated
            cost and include recommendations of statement of work requirements
            to be modified, reduced, or deleted in order to perform within the
            existing contract schedule and cost boundaries.

      d.    Cost or Pricing Information in Support of Modifications. Although,
            Seller's cost or pricing information to support contract
            modifications will not require TINA certification, Seller shall
            prepare and submit contract modification change proposals to Buyer
            in adequate detail to comply with the following:

            (1) If the proposed price is controlled under law by periodic
                rulings, reviews, or similar actions of a governmental body,
                attach a copy of the controlling document to your proposal.

            (2) If the proposed price is for a commercial item, Seller shall
                provide, at a minimum, information on prices at which the same
                or similar items have previously been sold, leased or licensed
                or had been offered for sale, lease or license that is adequate
                for evaluating the reasonableness of the price of the
                modification. Such information may include:

                (a)  For catalog items, a copy of, or identification of the
                     catalog and its date, or the appropriate pages for the
                     proposed items, or a statement that the catalog is on file
                     in the buying office to which the proposal is being
                     submitted. Provide a copy or describe current discount
                     policies and price lists (published or unpublished), e.g.,
                     wholesale, original equipment manufacturer, or reseller.
                     Also explain the basis of each proposed price and its
                     relationship to the established catalog price, including
                     how the proposed price relates to the recent sales in
                     quantities similar to the proposed quantities.

                (b)  For market-priced items, the source and date or period of
                     the market quotation or other basis for market price, the
                     base amount, and applicable documents. In addition,
                     describe the nature of the market.

            (3) Seller grants Buyer's authorized Procurement Agent, or an
                authorized Government representative, the right to examine, at
                any time the books, records, documents, or other directly
                pertinent records to verify the reasonableness of price for (1)
                or (2) above. For items priced using catalog or market prices,
                or law or regulation, access does not extend to cost or profit
                information or other data relevant solely to Seller's
                determination of the prices to be proposed in the catalog or
                marketplace.

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                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

            (4) If neither (1) or (2) apply, then Seller shall submit data in
                accordance with Table 15-2 of FAR 15.408. This data shall not
                require TINA certification.

            (5) If requested by Buyer's authorized Procurement Agent, Seller
                shall submit one copy of its change proposal to the Government
                Administrative Contracting Officer and the cognizant DCAA
                auditor.

H.11  CONTRACT CHANGE PROPOSALS

      a.    If specific modifications to the contract statement of work are
            being considered (contemplated) by Buyer, and it is determined that
            such modifications are within the general scope of the contract, but
            may not be initiated or authorized by Buyer without a net cost
            increase and/or schedule change to the contract, Buyer's authorized
            Procurement Agent may request Seller to prepare and submit a change
            proposal for the contemplated modifications. Upon receipt of a
            written request from Buyer's authorized Procurement Agent and in
            accordance with the Procurement Agent's instructions, Seller shall
            prepare and submit a proposal for the contemplated contract change
            in compliance with one of the two types of cost proposals requested
            by Buyer, and described in this clause.

      b.    Reserved

      c.    Submission of Firm Cost Proposals. When requested by Buyer, Seller
            shall prepare the firm cost proposal in such form and substance as
            to represent a request for contract adjustment pursuant to Section
            H.10 "Modifications" and the "Changes" article of GP4 "The Boeing
            Company General Provisions (Cost Reimbursement Contract Under
            Government Prime Contract)"; and unless authorized by Buyer's
            authorized Procurement Agent, will normally be received prior to the
            issuance of Buyer's written authorization for Seller to proceed with
            the modified work incorporated by the change. If Buyer decides to
            authorize the change, the firm cost proposal shall be cited in
            Buyer's unilateral contract modification, and upon its issuance,
            shall be a binding part of the contract pending definitization of
            the Equitable Adjustment. This firm cost proposal is the maximum
            adjustment to be made in the total contract price; i.e., target
            cost, estimated cost, target fee or fixed fee, as appropriate for
            the type of contract; or in the delivery schedule (or time of
            performance) by reason of the change. In no event shall the
            definitive Equitable Adjustment exceed the limitations established
            with the exception of adjustments affected by rate changes which
            have been approved by the Government subsequent to the submittal
            date of the firm cost proposal. This exception applies provided that
            the original firm cost proposal submittal utilized Government
            approved rates. Firm cost proposals submitted by Seller which
            require modification because of redirection by Buyer's authorized
            Procurement Agent so that the original firm cost proposal submitted
            is no longer applicable, i.e., 10% or more change in value, may
            require the timely resubmission of a revised firm cost proposal.
            Otherwise, the parties will negotiate changes affecting the cost
            proposal during negotiations or as changes to the original proposal.

      d.    Submission of a Ceiling Rough-Order-of-Magnitude Cost Proposal. If
            time will not permit the submission of a firm cost proposal for the
            contemplated change, Buyer's authorized Procurement Agent may
            request Seller to submit a written "ceiling rough-order-of-magnitude
            (CROM)" amount for the contemplated change. Seller agrees that the
            CROM is the maximum adjustment to be made in the total contract
            price; i.e. target cost, estimated cost, target fee or fixed fee, as
            appropriate for the type of contract; or in the delivery schedule
            (or time of performance) by reason of the change, if Buyer
            authorizes the change. Buyer's authorized Procurement Agent may also
            solicit such agreement on CROM limitations for adjustments to any
            other provisions of the contract which may be subject to equitable
            adjustment by reason of the change. Any such written agreement shall
            be cited in the unilateral contract modification and, upon its
            issuance, shall be a binding part of the contract. In no event shall
            the definitive equitable adjustment exceed the limitations so
            established.

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                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

      e.    Seller agrees that firm cost proposals submitted pursuant to this
            clause shall remain valid for a period of 120 days after submission
            and that CROMs submitted pursuant to this clause shall remain valid
            for a period of 90 days after submission. A change proposal accepted
            in accordance with the "Changes" article of GP4 "The Boeing Company
            General Provisions (Cost Reimbursement Contract Under Government
            Prime Contract)" shall not be considered an authorization to Seller
            to exceed the estimated cost (or authorized funding allotment) in
            the contract, unless the estimated cost is increased by the
            unilateral contract modification or bilateral contract modification.

H.12  MAKE/BUY AND DIRECTED PROCUREMENTS (PRIME FLOWDOWN)

      a.    Buyer reserves the right to participate in the development of
            Seller's Make/Buy Plan and in Seller's procurement source selection
            decisions and, if considered in the FCS program's interest, as
            determined solely by Buyer, may direct placement of Seller's
            subcontracts/purchase orders under this contract. Any such decision
            by Buyer that results in an increase to Seller's cost or schedule
            for performance will entitle Seller to an Equitable Adjustment as
            defined in Section H.9 "Equitable Adjustment." While Buyer will
            generally not interfere with Seller's internal processes, Buyer
            reserves the right to disapprove any Make/Buy decision and
            procurement source selection decision under Seller's processes
            regarding systems, subsystems or components.

      b.    In the event Buyer disagrees with a source selection made by Seller
            as a result of a competitive source selection, Buyer may direct the
            subcontract award. Also, if existing technologies, systems and major
            systems already in development by, or for the Government, represent
            in Buyer's or Government's view the best approach to achieving the
            objectives of the FCS program, Buyer's authorized Procurement Agent
            may direct their use and Seller will not be required to compete the
            item, i.e., competitive source selection is not required. Any
            decision by Buyer that requires Seller to use a directed
            subcontractor that results in an increase to Seller's cost or
            schedule for performance, will entitle Seller to an Equitable
            Adjustment as defined in Section H.9 "Equitable Adjustment."

H.13  ONE TEAM SHARED DESTINY

      a.    An essential feature of the FCS Program is the Army, DARPA, Industry
            "One Team" structure that emphasizes collaboration, partnership,
            teamwork and technical results in order to provide the Army with the
            desired capabilities to conduct full spectrum operations in the 21st
            century. In the spirit of this One Team approach, Seller agrees to
            the following:

            1.    Work cooperatively as a member of the "One Team" to identify
                  and resolve problems and facilitate contract performance.

            2.    Support the "One Team" idea of looking beyond the strict
                  bounds of the contract to formulate "One Team" actions that
                  promote a "shared destiny" of common goals and objectives.

            3.    Support and promote a relationship that is based upon open and
                  continuous communication, mutual trust and respect; to replace
                  the "us vs. them" mentality of the past with a "win-win"
                  philosophy for the future.

            4.    Support a One Team Council approach by implementing the
                  following:

                  i.    Attend and actively participate in One Team Council
                        meetings and support the Team's initiatives as required.
                        The One Team Council participants shall consist of
                        senior and executive management representatives from the
                        Army, DARPA, Boeing, SAIC and selected major/critical
                        FCS subcontractors.

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                  ii.   Share, evaluate, and implement best practices and common
                        processes identified by the One Team Council as
                        beneficial to the FCS Program and its participants.

                  iii.  Participate in the identification and implementation of
                        efficiency improvement opportunities.

            5.    Create, administer, and status a Management Reserve (MR)
                  account equal to 7-10% of the contract's total estimated cost.
                  The MR account shall be used to support the Program Level
                  Change Management Process, as recommended by the One Team
                  Council and mutually established by the contract parties.

H.14  FIREWALL - COMPETITION SENSITIVE INFORMATION

      a.    General. Buyer has adopted a policy of controlling access to data
            that constitutes Competition Sensitive Information. Seller agrees to
            further this policy by complying with the provisions of this clause.

      b.    Definitions

            (1)   "Competition Sensitive FCS Information" (referred to as "CSI")
                  means information that Buyer or a Subcontractor IPT Leader has
                  determined would give a bidder in a Competitive Procurement a
                  significant unfair advantage over other bidders in that
                  Competitive Procurement, which Buyer or a Subcontractor IPT
                  Leader has marked, or caused to be marked, with a label
                  containing the phrase "Competition Sensitive FCS Information."

            (2)   "Competitive Procurement" means a procurement for the FCS
                  Program that Buyer or a Subcontractor IPT Leader intends to
                  conduct in the future, in which requests for procurement will
                  be issued to more than one potential supplier.

            (3)   "CSI Firewalled Employees" means individuals who are assigned
                  to perform work on this contract and who are allowed access to
                  CSI as described in paragraph c.

            (4)   "Subcontractor IPT Leader" means a subcontractor to Buyer
                  which will lead an IPT or is required by Buyer as part of its
                  subcontract from Buyer to conduct Competitive Procurements
                  under a firewall. At this time, these include General Dynamics
                  Land Systems and United Defense LP for Manned Ground Vehicles,
                  Raytheon Corporation, Network Centric Systems for Ground Based
                  Sensor Integration, Northrop Grumman Corporation, Electronic
                  Systems Division, for Air Based Sensor Integration

      c.    Access to CSI

            (1)   Documents containing CSI will be marked with a label that
                  includes the phrase "Competition Sensitive FCS Information."

            (2)   CSI for each IPT will be maintained exclusively in one or more
                  of the three following locations:

                  (a)   computer servers designated by Buyer with CSI protected
                        such that it is accessible only to CSI Firewalled
                        Employees working on that IPT;

                  (b)   rooms to which access is limited to CSI Firewalled
                        Employees working on that IPT during the time CSI is in
                        the room or otherwise disclosed; or

                  (c)   computer hard drives of CSI Firewalled Employees working
                        on that IPT.

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            (3)   CSI can be shared and discussed only among persons who are CSI
                  Firewalled Employees for that IPT.

            (4)   Seller will advise Buyer as to which of Seller's employees and
                  those of its subcontractors should be designated as CSI
                  Firewalled Employees for each IPT on which Seller
                  participates.

            (5)   Seller will require its employees to refrain from sharing the
                  CSI with any person who is not a CSI Firewalled Employee for
                  that IPT.

            (6)   Each IPT will have a person assigned to it who is designated
                  as the IPT Firewall Focal (if Seller is a Subcontractor IPT
                  Leader, it will, if authorized by Buyer, appoint the IPT
                  Firewall Focal). The IPT Firewall Focal on each IPT will (a)
                  maintain the list of CSI Firewalled Employees within that IPT,
                  (b) determine which documents or information created by the
                  IPT should be designated as CSI, and assure that such
                  information is properly marked and controlled, (c) determine
                  when information previously designated as CSI should cease
                  being so treated, and (d) monitor compliance by IPT
                  participants with the requirements of this clause.

            (7)   Seller will require its employees to comply with direction of
                  the IPT Firewall Focal.

            (8)   Seller will, subject to the overriding requirements of this
                  clause, treat any CSI it receives as Proprietary Information
                  and Materials under article 24 of contract Clause GP-4 in
                  contract Section I hereunder.

      d.    Participation in Competitive Procurements. Seller will not use
            existing CSI in any Competitive Procurement. Seller will restrict
            its CSI Firewalled Employees from participating in preparation of
            any proposals to Buyer or to a Subcontractor IPT Leader (either
            directly or as a team member with another company) for a Competitive
            Procurement while such persons are CSI Firewalled Employees and for
            a period of one year from the time that Seller notifies Buyer that
            such person should be removed from the list of CSI Firewalled
            Employees. Buyer will waive this restriction upon application by
            Seller if Buyer determines that the categories of CSI to which
            Seller's CSI Firewall Employees had access is not germane to a
            particular Competitive Procurement or if the only applicable CSI has
            expired (no longer considered CSI).

      e.    Administration of Firewall

            (1)   Seller will establish a firewall procedure to assure that the
                  requirements of this clause will be met. Seller will provide
                  Buyer with a copy of this procedure upon request. Buyer's
                  approval of the firewall procedure is required if Seller is a
                  Subcontractor IPT Leader.

            (2)   Seller will maintain a list of its CSI Firewalled Employees.
                  Seller will record on this list the date that the employee
                  started work on the contract and the date that the employee
                  ceased performing contract work. Seller will make this record
                  available to Buyer on request.

            (3)   Seller will train its CSI Firewalled Employees on the
                  requirements of this clause, and will maintain records of the
                  date on which each employee was trained. Seller will make
                  these records available to Buyer on request.

            (4)   Seller will require its CSI Firewalled Employees to sign a
                  form substantially similar to the following form:

                  I acknowledge that I have been informed by my employer that:

                        (i) I am obligated to maintain information designated as
                        "Competition Sensitive FCS Information" as confidential
                        and only use such for carrying out my employer's FCS
                        Program purchase contracts.

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                        (ii) I may not share Competition Sensitive FCS
                        Information with any person who has not signed a similar
                        acknowledgment form. I must maintain Competition
                        Sensitive FCS Information only on the restricted
                        computer server identified by Boeing, except that I may
                        download a document containing such information to my
                        hard drive temporarily when I am working on the
                        document, and I may maintain such documents in hard copy
                        if they are kept or brought in a room to which only
                        other CSI Firewalled Employees for my IPT have access.

                        (iii) I may not work on or support proposals by my
                        employer (or any other company) for FCS Program
                        subcontracts until I am informed by my employer that
                        such restriction has been ended.

                        (iv) My failure to comply with these rules could result
                        in disciplinary action up to and including suspension or
                        termination of my employment.

                  I understand these restrictions are imposed for the purpose of
                  assuring fair and equal subcontract competitions under the FCS
                  Program.

      f.    In the event that Seller becomes aware that any of its employees or
            those of its subcontractors have violated the conditions set forth
            in this clause, Seller agrees to notify Buyer of the violation
            within 72 hours after it is discovered and the proposed remedial
            actions.

      g.    Seller will flow this clause down to any of its subcontractors who
            will have a requirement to be given access to CSI.

H.15  FIREWALL - PROPOSAL EVALUATION - SUBCONTRACTOR IPT LEADER

      a.    General. Buyer has adopted a policy that employees of Buyer and
            Subcontractor IPT Leaders who conduct Competitive Procurements and
            will participate in review of proposals therefore must meet certain
            requirements in order to assure fairness in such reviews. Seller
            agrees to further this policy by complying with the provisions of
            this clause.

      b.    Definitions

            (1)   "Proposal Information" means information that Buyer has
                  received from bidders in a Competitive Procurement.

            (2)   "Competitive Procurement" means a procurement for the FCS
                  Program that Buyer or a Subcontractor IPT Leader intends to
                  conduct in the future, in which requests for procurement will
                  be issued to more than one potential supplier.

            (3)   "Evaluator" means employees of Seller who are assigned to
                  perform evaluation work for Competitive Procurements.

            (4)   "Proposal Evaluation" means any form of participation in
                  review of bids received as a result of a Competitive
                  Procurement.

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      c.    Restrictions on Evaluators. Seller agrees not to designate as an
            Evaluator any person who worked for organization within Seller that
            has prepared or is submitting a bid in a Competitive Procurement
            within the year preceding the commencement of the Proposal
            Evaluation of that Competitive Procurement. Seller will prevent its
            Evaluators from participating in preparation of any proposals for a
            Competitive Procurement relative to any IPT for which they were an
            Evaluator or had access to Proposal Information until one year after
            the Evaluator has ceased performance of Proposal Evaluation work, or
            had access to Proposal Information, whichever is longer, relative to
            said IPT.

      d.    Confidentiality of Procurement Information. Seller agrees to treat
            all Proposal Information as Proprietary Information in accordance
            with a standard proprietary information agreement with bidders
            (Buyer will provide as a model, which should be followed as closely
            as possible, the agreement it used with bidders for the SDD phase
            subcontracts). Seller agrees to require its Evaluators not to share
            any Competitive Proposal Information with any employee of Seller who
            is not an Evaluator.

      e.    Administration of Firewall

            (1)   Seller will establish a firewall procedure to assure that the
                  requirements of this clause will be met. Seller will provide
                  Buyer with a copy of this procedure for approval of Buyer upon
                  Buyer's request.

            (2)   Seller will train its Evaluators on the requirements of this
                  clause, and will maintain records of the date on which each
                  employee was trained. Seller will make these records available
                  to Buyer on request.

            (3)   Seller will maintain a list of its Evaluators. Seller will
                  record on this list the date that the employee started
                  evaluation work and the date that the employee ceased
                  performing evaluation work relative to each IPT and
                  Competitive Procurement. Seller will make this list available
                  to Buyer on request.

            (4)   Seller will require its Evaluators to sign a form
                  substantially similar to the following form:

                  (a)   I will assist Boeing and my employer in the evaluation
                        of proposals submitted by various companies for the
                        purpose of obtaining subcontracts to perform work on the
                        FCS Program.

                  (b)   Information in the proposals is confidential, may only
                        be used for evaluation of the proposals, and that I may
                        not share information related to these (or any other
                        proposals) with any person who has not signed a similar
                        acknowledgment form.

                  (c)   I may not work on proposals by my employer (or any other
                        company), for competitive FCS subcontracts for one year
                        following completion of the Proposal Evaluation for each
                        IPT I was an Evaluator (or for which I had access to
                        Competitive Proposal Information), unless I am informed
                        by my employer that such restriction has been ended
                        sooner.

                  (d)   My failure to comply with these rules could result in
                        disciplinary action up to and including suspension or
                        termination of my employment.

      f.    In the event that Seller becomes aware that any of its employees or
            those of its subcontractors have violated the conditions set forth
            in this clause, Seller agrees to notify Buyer of the violation
            within 72 hours after it is discovered and the proposed remedial
            actions.

      g.    Seller will flow this clause down to any of its subcontractors who
            will participate in Proposal Evaluations.

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[SAIC (R) LOGO] SCIENCE APPLICATIONS
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H.16  EMPLOYMENT OF FORMER BUYER EMPLOYEES

      a.    Seller will not employ any person who is a former employee of Buyer
            to perform work under this contract or in preparation of proposals
            for future work on the FCS Program, unless that person has worked
            for Seller for at least one year prior to commencement of such work.

      b.    Buyer will waive this clause upon application by Seller if Buyer
            determines that the employment of such former Buyer employee would
            not violate any Buyer FCS Program directive.

      c.    Seller will flow this clause down to its subcontractors at all
            tiers.

H.17  AUTHORIZATION AND ADMINISTRATION OF CPFF LEVEL-OF-EFFORT (LOE) TASK ORDERS
      (CLIN 006 ONLY)

      a.    Task Order Proposal Preparation. When requested by Buyer's
            authorized Procurement Agent, Seller shall prepare and submit a task
            order proposal. The task order proposal shall contain a detailed
            technical description of the effort to be performed under the task
            order, the number of direct labor hours proposed for each direct
            labor category, and all Additional Other Direct Costs (AODCs) and
            its associated indirect costs proposed for the proposed task order.
            A "direct labor hour" is defined as a hour of labor performed (or
            estimated to be performed) by direct charge personnel and expended
            (or estimated to be expended) in accomplishing the task order. In
            preparing the task order proposal, and for purposes of establishing
            a proposed total estimated cost, FCCOM and fixed fee, Seller shall
            use the hourly rates and fee factors set forth in the attachment
            listed in Section J entitled "CPFF Task Order Rates and Supporting
            Information Requirements." Seller shall also provide to Buyer with
            each task order proposal the support information set forth in this
            attachment. Upon receipt/evaluation of the task order proposal,
            Buyer's authorized Procurement Agent may issue a bilateral task
            order to Seller for Seller's acceptance. The task order will be
            serially numbered, dated and signed by the Buyer's authorized
            Procurement Agent.

      b.    Estimated Task Order Costs/Calculations for Preparing Task Order
            Proposals. The estimated cost (fully-burdened with G&A, excluding
            FCCOM) of each task order shall be the sum of the following cost
            bases: labor cost, subcontract cost (if applicable) and ODC (if
            applicable). Seller's estimated labor cost (excluding FCCOM) shall
            be the sum of the estimated labor costs calculated for each proposed
            labor category. The estimated labor cost (excluding FCCOM) for each
            proposed labor category shall be determined by multiplying the
            estimated number of direct labor hours (in whole numbers only) by
            the respective loaded labor rate. The "loaded labor rate" is the
            hourly rate set forth in the Section J attachment entitled "CPFF
            Task Order Rates and Supporting Information Requirements." Seller's
            estimated FCCOM on Seller's labor cost shall be the sum of the
            estimated FCCOM costs calculated for each proposed labor category.
            The estimated FCCOM for each proposed labor category shall be
            determined by multiplying the estimated number of direct labor hours
            (in whole numbers) by the respective FCCOM hourly rate set forth in
            the Section J attachment entitled "CPFF Task Order Rates and
            Supporting Information Requirements." The estimated fixed fee of
            each task order shall be the sum of the fixed fees calculated for
            each proposed cost base (labor, subcontracts and ODC). The fixed fee
            calculated for each proposed cost base shall be determined by
            multiplying the estimated cost (excluding FCCOM) by the respective
            fee rate set forth in the Section J attachment entitled "CPFF Task
            Order Rates and Supporting Information Requirements."

<PAGE>

                                                                   Page 39 of 48
[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

      c.    Task Order Issuance. Each Buyer-issued task order will specify the
            following elements: (1) a description of the effort to be performed
            (Statement of Work (SOW)). The LOE task order SOW will describe the
            required work scope in general terms only; (2) a specified
            level-of-effort (LOE). The specified LOE will indicate the MINIMUM
            quantity of total direct labor hours to be expended by Seller, the
            direct labor categories to be utilized in performing the task order
            and other LOE definition, as applicable; (3) a task order period of
            performance (stated time period) specifying beginning and ending
            dates that Seller shall devote the specified LOE; (4) estimated
            costs, including AODC plus its associated indirect costs, FCCOM and
            fixed fee for the task order; the estimated cost (fully-burdened
            with G&A) will breakout total labor cost, subcontract cost (if
            applicable) and ODC (if applicable); fixed fee and FCCOM will be
            broken out by its respective cost base, (e.g., labor, subcontracts,
            ODC); (5) SDRL Item(s) or other deliverable data; (6) a statement
            that the task order is either fully-funded or incrementally-funded;
            if incrementally funded, the task order will include the allotted
            funding and estimated funding expiration date; and (7) any
            applicable Cost Account (CA) and/or Cost Charge Numbers (CCN).

      d.    Task Order Acceptance. Within ten (10) calendar days of receipt of
            the task order, Seller shall submit a written notice of task order
            acceptance. Seller's written notice may be in the form of an e-
            mail, fax, or other appropriate means of written correspondence.
            Each task order and amendment thereto accepted by the Seller shall
            be deemed to be incorporated into this contract by reference.
            Failure of the Seller to provide written acceptance of the task
            order to the Buyer's authorized Procurement Agent shall be
            considered Seller's non-acceptance of the task order.

      e.    Task Order Performance. Seller's acceptance of a task order
            obligates it to devote the specified level of effort for the stated
            period of time set forth by the task order subject to the provisions
            of the "Limitation of Cost" or "Limitation of Funds" clause, as
            applicable to the task order. Seller agrees to diligently perform
            the specified LOE and provide all required reports and other
            required deliverables within the stated period of performance and
            estimated cost of each task order. The Seller shall continually
            evaluate the specified LOE and recommend to the Buyer any changes
            which are beneficial in attaining the overall objectives of the task
            order. In expending the specified LOE, the Seller shall promptly
            notify the Buyer's authorized Procurement Agent, in writing, when
            there is an indication of premature exhaustion, or under-expenditure
            of specified LOE before the period of performance end-date
            (expiration date) of the task order.

      f.    Trading Hours and Costs Between Direct Labor Cost Bases. Within the
            specified LOE limitations of the task order as applicable, during
            task order performance, the Seller may trade direct labor hours
            between specified direct labor categories to better achieve the task
            order objectives provided the minimum quantity of specified LOE
            hours are furnished and the total task order CPFF is not exceeded.
            The Seller shall promptly notify the Buyer's authorized Procurement
            Agent, in writing, when there is an indication of LOE cost underrun
            as a result of utilizing a cheaper labor mix than originally
            estimated. Upon such notification from the Seller, the Buyer may
            unilaterally direct the Seller to utilize a richer labor mix
            provided the task order CPFF is not exceeded.

      g.    Under-Expended ODC, Material/Subcontract Costs. The Seller shall
            promptly notify the Buyer's authorized Procurement Agent, in
            writing, when there is an indication of under-expended (an underrun
            of) specified ODC, material and subcontract costs. Upon such
            notification from the Seller, the Buyer may unilaterally direct the
            Seller to convert under-expended ODC/subcontract/material costs to
            specified LOE costs by decreasing the specified task order
            ODC/subcontract/material costs and adding specified LOE hours/costs
            such that the net change does not increase the task order CPFF.

      h.    Specified LOE Hours Shortfall. If the Seller cannot expend the
            specified LOE (minimum quantity of direct labor hours) required by
            the authorized task order without exceeding the estimated cost
            (e.g., Seller spends a richer labor mix than originally estimated),
            it shall submit a written cost overrun proposal to the Buyer's
            authorized Procurement Agent. The Seller shall not exceed the
            estimated cost established in the authorized task order unless it
            receives written notification increasing this estimated cost from
            the Buyer's authorized Procurement Agent. Any such increase in the
            estimated cost of the task order shall be considered a cost overrun
            and the fee for authorized task order shall not be changed as a
            result thereof.

<PAGE>

                                                                   Page 40 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

      i.    Accelerated Performance/Early Completion. In the performance of the
            task order, Seller shall control fluctuations in expended LOE to
            avoid early exhaustion of specified effort and associated estimated
            cost before the specified period of performance end-date (expiration
            date) of the task order. Seller may however, submit a written
            request for acceleration of expenditure of LOE before the expiration
            date of the task order. If such request is approved by the Buyer's
            authorized Procurement Agent, the accelerated performance resulting
            in a revised task order expiration date shall be without increase in
            fee and the revised expiration date shall be formalized by task
            order amendment. Seller shall not prematurely expend task order LOE
            before the task order expiration date or incur task order expenses
            after the specified, period of performance end-date (expiration
            date) of the task order unless authorized in writing by the Buyer's
            authorized Procurement Agent.

      j.    Recording of Each Task Order in Sections B and J. All definitive
            task order values (latest amended values only) shall be recorded in
            the table set forth in Section B for the CPFF task order CLIN. This
            "task order value" is the task order estimated cost, FCCOM and CPFF.
            In addition, each definitive task order number, task order amendment
            number and corresponding effectively date of the task order shall be
            listed in contract Section J.

      k.    Task Order Funding. No task order shall be issued under this clause
            until sufficient funds are allotted to cover the work. Incremental
            funding of task order(s) shall be governed by provisions of the
            "Limitation of Funds" clause. The Limitation of Cost Clause (or
            Limitation of Funds Clause if the task order is incrementally
            funded) shall apply to each task order and not the accumulative
            costs (or funding) of each task order issued under this clause.

      l.    Final Technical Report. Seller agrees to set aside a sufficient
            amount of funds from each task order to prepare and submit to Buyer
            a comprehensive final technical report (minimum of 500 words) at the
            end of the task order period of performance. If the Seller fails to
            set aside these funds and expends all the estimated costs provided
            by the task order before delivering the final technical report, the
            Seller agrees to provide this report at no additional cost to Buyer.
            If no final report is specified for a given task order, then this
            requirement is self-deleting for that task order.

      m.    No Obligation to Issue Task Order. Buyer is not obligated to issue
            any task orders under this clause. The number and total dollar value
            of each task order issued under this clause is unlimited provided
            the SOW for each task order is within the general work scope of the
            "Task Order" clause defined in Section C.

      n.    Contract/Task Order Period-of-Performance. In no event shall the
            period of performance of any task order extend beyond the overall
            period of performance of the CPFF task order CLIN specified in
            Section F.

      o.    Unilateral Task Order Changes. Buyer is authorized to unilaterally
            change the SOW, period of performance or specified LOE of any
            authorized task order. As a result of issuing any such unilateral
            change by the Buyer's authorized Procurement Agent, the task order
            shall be subject to equitable adjustment pursuant to the provisions
            of the Change Order Clause. Any such equitable adjustment in task
            order CPFF shall utilize the fee rate(s) set forth in the Section J
            attachment entitled "CPFF Task Order Rates and Supporting
            Information Requirements."

      p.    Task Order Payment. Buyer shall pay Seller its reimbursable costs
            pursuant to the "Allowable Cost and Payment" clause, and the task
            order fixed fee in accordance with the Section H clause entitled
            "CPFF Task Order Acceptance - Certification of Utilization of
            Hours," and the Section H clause entitled "Payment of Fixed Fee -
            CPFF Task Orders (LOE)."

      q.    Financial Reporting. Seller shall report cost account data to Buyer
            for each task order in accordance with the financial reporting
            requirements specified elsewhere in this contract.

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
               INTERNATIONAL CORPORATION
               An Employee-Owned Company          PAGE 41 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

H.18  CPFF TASK ORDER ACCEPTANCE - CERTIFICATION OF UTILIZATION OF HOURS (CLIN
      0006 ONLY)

      a.    Upon expiration of the task order, the Seller shall submit a
            "Certificate of Utilization of Hours" indicating that it has
            expended all hours (specified LOE) required by the task order. This
            certification shall be signed and dated by an individual who is
            authorized to commit the Seller. The Buyer shall have the right to
            examine the Seller's records for the purpose of verifying the number
            of utilized direct labor hours

      b.    The Certification referred to above shall be submitted in
            essentially the following format:

                       CERTIFICATE OF UTILIZATION OF HOURS

                  I HEREBY CERTIFY THAT (Seller's name) UTILIZED A TOTAL OF
                  ____ DIRECT LABOR HOURS CONSISTING OF THE SELLER'S LABOR
                  CATEGORIES AND CONTRACT EFFORT SET FORTH IN TASK ORDER
                  NO.______________________________ ISSUED UNDER CONTRACT
                  NO.______________________.

                        Date of Execution: _____________________________________
                        Signature: _____________________________________________
                        Typed Name & Title: ____________________________________

      c.    Within thirty (30) days after receipt of the "Certificate of
            Utilization of Hours" the Buyer shall indicate its acceptance or
            non-acceptance of this certificate and the task order effort.

H.19  AUTHORIZATION AND ADMINISTRATION OF CPFF COMPLETION TASK ORDERS (CLIN 0006
      ONLY)

      a.    Task Order Proposal Preparation. When requested by Buyer's
            authorized Procurement Agent, Seller shall prepare and submit a task
            order proposal. The task order proposal shall contain a detailed
            technical description of the effort to be performed under the task
            order, the number of direct labor hours proposed for each direct
            labor category, and all Additional Other Direct Costs (AODCs) and
            its associated indirect costs proposed for the proposed task order.
            A "direct labor hour" is defined as a hour of labor performed (or
            estimated to be performed) by direct charge personnel and expended
            (or estimated to be expended) in accomplishing the task order. In
            preparing the task order proposal, and for purposes of establishing
            a proposed total estimated cost, FCCOM and fixed fee, Seller shall
            use the hourly rates and fee factors set forth in the attachment
            listed in Section J entitled "CPFF Task Order Rates and Supporting
            Information Requirements." Seller shall also provide to Buyer with
            each task order proposal the support information set forth in this
            attachment. Upon receipt/evaluation of the task order proposal,
            Buyer's authorized Procurement Agent may issue a bilateral task
            order to Seller for Seller's acceptance. The task order will be
            serially numbered, dated and signed by the Buyer's authorized
            Procurement Agent.

      b.    Estimated Task Order Costs/Calculations for Preparing Task Order
            Proposals. The estimated cost (fully-burdened with G&A, excluding
            FCCOM) of each task order shall be the sum of the following cost
            bases: labor cost, subcontract cost (if applicable) and ODC (if
            applicable). Seller's estimated labor cost (excluding FCCOM) shall
            be the sum of the estimated labor costs calculated for each proposed
            labor category. The estimated labor cost (excluding FCCOM) for each
            proposed labor category shall be determined by multiplying the
            estimated number of direct labor hours (in whole numbers only) by
            the respective loaded labor rate. The "loaded labor rate" is the
            hourly rate set forth in the Section J attachment entitled "CPFF
            Task Order Rates and Supporting Information Requirements." Seller's
            estimated FCCOM on Seller's labor cost shall be the sum of the
            estimated FCCOM costs calculated for each proposed labor category.
            The estimated FCCOM for each proposed labor category shall be
            determined by multiplying the estimated number of direct labor hours
            (in whole numbers) by the respective FCCOM hourly rate set forth in
            the Section J attachment entitled "CPFF Task Order Rates and
            Supporting Information Requirements." The estimated fixed fee of
            each task order shall be the sum of the fixed fees calculated for
            each proposed cost base (labor, subcontracts and ODC). The fixed fee
            calculated for each proposed cost base shall be determined by
            multiplying the estimated cost (excluding FCCOM) by the respective
            fee rate set forth in the Section J attachment entitled "CPFF Task
            Order Rates and Supporting Information Requirements."

<PAGE>

                                                                   Page 42 of 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

      c.    Task Order Issuance. Each Buyer-issued task order will specify the
            following elements: (1) a description of the effort to be performed
            (Statement of Work (SOW)). The Completion-type task order SOW will
            describe the required work scope by stating a definite goal or
            target and by specifying an end-product; (2) a milestone schedule
            and/or delivery schedule; (3) a task order period of performance
            (stated time period) specifying beginning and ending dates that
            Seller shall perform and complete the task order; (4) estimated
            costs, including AODC plus its associated indirect costs, FCCOM and
            fixed fee for the task order; the estimated cost (fully-burdened
            with G&A) will breakout total labor cost, subcontract cost (if
            applicable) and ODC (if applicable); fixed fee and FCCOM will be
            broken out by its respective cost base, (e.g., labor, subcontracts,
            ODC); (5) SDRL Item(s), if applicable; (6) a statement that the task
            order is either fully-funded or incrementally-funded; if
            incrementally funded, the task order will include the allotted
            funding and estimated funding expiration date; and (7) any
            applicable Cost Account (CA) and/or Cost Charge Numbers (CCN).

      d.    Task Order Acceptance. Within ten (10) calendar days of receipt of
            the task order, Seller shall submit a written notice of task order
            acceptance. Seller's written notice may be in the form of an e-mail,
            fax, or other appropriate means of written correspondence. Each task
            order and amendment thereto accepted by the Seller shall be deemed
            to be incorporated into this contract by reference. Failure of the
            Seller to provide written acceptance of the task order to the
            Buyer's authorized Procurement Agent shall be considered Seller's
            non-acceptance of the task order.

      e.    Task Order Performance. Seller's acceptance of a task order
            obligates it to complete all the effort set forth by the task order
            subject to the provisions of the "Limitation of Cost" or "Limitation
            of Funds" clause, as applicable to the task order.

      f.    Under-Expended ODC, Material/Subcontract Costs. The Seller shall
            promptly notify the Buyer's authorized Procurement Agent, in
            writing, when there is an indication of under-expended (an underrun
            of) specified ODC, material and subcontract costs. Upon such
            notification from the Seller, the Buyer may unilaterally direct the
            Seller to convert under-expended ODC/subcontract/material costs to
            additional work tasks by decreasing the specified task order
            ODC/subcontract/material costs and adding work tasks and associated
            additional costs such that the net change does not increase the task
            order CPFF.

      g.    Unable to Complete Work. If the Seller cannot complete the definite
            work goals, targets and/or deliverables required by the authorized
            task order without exceeding the estimated cost, it shall submit a
            written cost overrun proposal to the Buyer's authorized Procurement
            Agent that successfully completes the task order. The Seller shall
            not exceed the estimated cost established in the authorized task
            order unless it receives written notification increasing this
            estimated cost from the Buyer's authorized Procurement Agent. Any
            such increase in the estimated cost of the task order shall be
            considered a cost overrun and the fee for authorized task order
            shall not be changed as a result thereof.

      h.    Accelerated Performance/Early Completion. In the performance of the
            task order, Seller shall coordinate with Buyer any accelerated
            performance or early deliveries.

      i.    Recording of Each Task Order in Sections B and J. All definitive
            task order values (latest amended values only) shall be recorded in
            the table set forth in Section B for the CPFF task order CLIN. This
            "task order value" is the task order estimated cost, FCCOM and CPFF.
            In addition, each definitive task order number, task order amendment
            number and corresponding effectively date of the task order shall be
            listed in contract Section J.

      j.    Task Order Funding. No task order shall be issued under this clause
            until sufficient funds are allotted to cover the work. Incremental
            funding of task order(s) shall be governed by provisions of the
            "Limitation of Funds" clause. The Limitation of Cost Clause (or
            Limitation of Funds Clause if the task order is incrementally
            funded) shall apply to each task order and not the accumulative
            costs (or funding) of each task order issued under this clause.

      k.    No Obligation to Issue Task Order. Buyer is not obligated to issue
            any task orders under this clause. The number and total dollar value
            of each task order issued under this clause is unlimited provided

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 43 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

            the SOW for each task order is within the general work scope of the
            "Task Order" clause defined in Section C.

      c.    Contract/Task Order Period-of-Performance. In no event shall the
            period of performance of any task order extend beyond the overall
            period of performance of the CPFF task order CLIN specified in
            Section F.

      d.    Unilateral Task Order Changes. Buyer is authorized to unilaterally
            change the SOW including goals/targets, period of performance, or
            delivery/performance schedule of any authorized task order. As a
            result of issuing any such unilateral change by the Buyer's
            authorized Procurement Agent, the task order shall be subject to
            equitable adjustment pursuant to the provisions of the Change Order
            Clause. Any such equitable adjustment in task order CPFF shall
            utilize the fee rate(s) set forth in the Section J attachment
            entitled "CPFF Task Order Rates and Supporting Information
            Requirements."

      e.    Task Order Payment. Buyer shall pay Seller its reimbursable costs
            pursuant to the "Allowable Cost and Payment" clause, and the task
            order fixed fee in accordance with the Section H clause entitled
            "CPFF Task Order Acceptance -- Certification of Completion," and the
            Section H clause entitled "Payment of Fixed Fee - CPFF Task Orders
            (Completion)."

      f.    Financial Reporting. Seller shall report cost account data to Buyer
            for each task order in accordance with the financial reporting
            requirements specified elsewhere in this contract.

H.20  CPFF TASK ORDER ACCEPTANCE - CERTIFICATION OF COMPLETION (CLIN 0006 ONLY)

      a.    Upon completion of the authorized task order, the Seller shall
            submit a "Certificate of Completion" indicating that it has
            successfully completed the stated goals, targets and end-product
            deliveries of the Statement of Work required by the task order. This
            certification shall be signed and dated by an individual who is
            authorized to commit the Seller.

      b.    The Certification referred to above shall be submitted in
            essentially the following format:

                            CERTIFICATE OF COMPLETION

                  I HEREBY CERTIFY THAT (Seller's name) COMPLETED ALL THE
                  REQUIREMENTS SET FORTH IN TASK ORDER
                  NO.____________________________ ISSUED UNDER CONTRACT
                  NO.______________________. I FURTHER CERTIFY THAT THE GOODS
                  AND/OR SERVICES ARE THE QUALITY SPECIFIED AND ARE IN ALL
                  RESPECTS IN COMPLIANCE WITH THE CONTRACT REQUIREMENTS,
                  INCLUDING SPECIFICATIONS AND/OR DRAWINGS, PACKAGING, PACKING
                  AND MARKING REQUIREMENTS AND IN THE QUALITY REQUIRED BY THE
                  CONTRACT.

                        Date of Execution: _____________________________________
                        Signature: _____________________________________________
                        Typed Name & Title: ____________________________________

      d.    Within thirty (30) days after receipt of the "Certificate of
            Completion" the Buyer shall indicate its acceptance or
            non-acceptance of this certificate and the task order effort.

H.21  LOWER TIER SUBCONTRACTING

      a.    The Seller shall identify Lower Tier Subcontracts or Purchase Orders
            issued to other consolidated business units of SAIC. SAIC
            consolidated business units are identified by the following names
            (DBA) and federal tax identification numbers:

            1.    Science Applications International Corporation (SAIC) Tax ID -
                  95-3630868

            2.    Hicks and Associates Tax ID- 54-1394778

            3.    Telecordia Technologies, Inc. Tax ID- 22-2478398

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 44 OF 48, REV. A (SA-002)
                                                                (APRIL 30, 2004)

      b.    Seller shall furnish to the Buyer the following information upon
            issuance of a subcontract or purchase order or modification of the
            same:

                1.    Subcontractor Issuing Subcontract or Purchase Order to
                      SAIC:

                2.    Subcontract/Purchase Order number Issued to SAIC and
                      Value:

                3.    SAIC Contact Name/Phone #:

      c.    The Seller shall ensure the flow down of this provision to all lower
            tier subcontractors. Each lower tier Subcontractor is required to
            submit this information to the next level for consolidation.

H.22  ASSIGNMENT PROVISION

      a.    Notwithstanding any other provisions herein, Boeing reserves the
            unilateral right to direct SAIC to assign to Boeing any or all of
            SAIC's subcontract with iRobot related to the Small Unmanned Ground
            Vehicle (SUGV). SAIC and iRobot hereby irrevocably waives any
            objection to such assignment, and agrees to promptly cooperate with
            Boeing to effect an assignment upon receipt of such direction from
            Boeing. SAIC and iRobot hereby agree that in the event Boeing
            directs such assignment to occur, all of iRobot's rights,
            obligations and duties under the assignment shall be for and/or
            inure to the benefit of Boeing. iRobot's sole recourse with respect
            to any such rights, duties and obligations shall be to Boeing, and
            SAIC thereafter shall have no responsibility or liability whatsoever
            arising under or relating to such assignment.

H.23  SPECIAL TERMINATION LIABILITY

      a.    "SPECIAL TERMINATION COSTS," AS USED IN THIS CLAUSE, MEANS ONLY
            COSTS IN THE FOLLOWING CATEGORIES:

        (1) SEVERANCE PAY:

            (A)   SEVERANCE PAY, ALSO COMMONLY REFERRED TO AS DISMISSAL WAGES,
                  IS A PAYMENT IN ADDITION TO REGULAR SALARIES AND WAGES BY
                  CONTRACTORS TO WORKERS WHOSE EMPLOYMENT IS BEING INVOLUNTARILY
                  TERMINATED. PAYMENTS FOR EARLY RETIREMENT INCENTIVE PLANS ARE
                  NOT COVERED IN THIS CLAUSE.

            (B)   SEVERANCE PAY TO BE ALLOWABLE MUST MEET THE GENERAL
                  ALLOWABILITY CRITERIA IN PARAGRAPH (i) OF THIS SUBSECTION,
                  AND, DEPENDING UPON WHETHER THE SEVERANCE IS NORMAL OR
                  ABNORMAL, CRITERIA IN PARAGRAPH (ii) FOR NORMAL SEVERANCE PAY
                  OR PARAGRAPH (iii) FOR ABNORMAL SEVERANCE PAY ALSO APPLY. IN
                  ADDITION, PARAGRAPH (ii) OF THIS SUBSECTION APPLIES IF THE
                  SEVERANCE COST IS FOR FOREIGN NATIONALS EMPLOYED OUTSIDE THE
                  UNITED STATES.

                  (i)   SEVERANCE PAY IS ALLOWABLE ONLY TO THE EXTENT THAT, IN
                        EACH CASE, IT IS REQUIRED BY

                        (aa)LAW;

                        (bb)EMPLOYER-EMPLOYEE AGREEMENT;

                        (cc)ESTABLISHED POLICY THAT CONSTITUTES, IN EFFECT,
                            AN IMPLIED AGREEMENT ON SELLER'S PART; OR

                        (dd)CIRCUMSTANCES OF THE PARTICULAR EMPLOYMENT

                        PAYMENTS MADE IN THE EVENT OF EMPLOYMENT WITH A
                        REPLACEMENT CONTRACTOR WHERE CONTINUITY OF EMPLOYMENT
                        WITH CREDIT FOR PRIOR LENGTH OF SERVICE IS PRESERVED
                        UNDER SUBSTANTIALLY EQUAL CONDITIONS OF EMPLOYMENT, OR
                        CONTINUED EMPLOYMENT BY SELLER AT ANOTHER FACILITY,
                        SUBSIDIARY, AFFILIATE, OR PARENT COMPANY OF SELLER ARE
                        NOT SEVERANCE PAY AND ARE UNALLOWABLE.

                  (ii)  ACTUAL NORMAL TURNOVER SEVERANCE PAYMENTS SHALL BE
                        ALLOCATED TO ALL WORK PERFORMED IN SELLER'S PLANT, OR IF
                        SELLER PROVIDES FOR ACCRUAL OF PAY FOR NORMAL
                        SEVERANCES, THAT METHOD WILL BE ACCEPTABLE IF THE AMOUNT
                        OF THE ACCRUAL IS REASONABLE IN LIGHT OF PAYMENTS
                        ACTUALLY MADE FOR NORMAL SEVERANCES OVER A
                        REPRESENTATIVE PAST PERIOD AND IF AMOUNTS ACCRUED ARE
                        ALLOCATED TO ALL WORK PERFORMED IN SELLER'S PLANT.

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647
[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company       PAGE 44 A OF 48, REV. B (SA-006)
                                                                (MARCH 31, 2005)

                  (iii) Abnormal or mass severance pay is of such a conjectural
                        nature that measurement of costs by means of an accrual
                        will not achieve equity to Buyer and Seller. Thus,
                        accruals for this purpose are not allowable. However,
                        Buyer recognizes its obligation to participate, to the
                        extent of its fair share, in any specific payment. Thus,
                        allowability will be considered on a case-by-case basis.

            (2)   "Reasonable costs continuing after termination" - Despite all
                  reasonable efforts by Seller, costs that cannot be
                  discontinued immediately after the effective date of
                  termination are generally allowable. However, any costs
                  continuing after the effective date of the termination due to
                  the negligent or willful failure of Seller to discontinue the
                  costs shall be unallowable.

            (3)   "Settlement of expenses" - Settlement expenses, including the
                  following, are generally allowable:

                  (A)   Accounting, legal, clerical, and similar costs
                        reasonably necessary for

                        (i)   The preparation and presentation, including
                              supporting data, of settlement claims to Buyer;
                              and

                        (ii)  The termination and settlement of subcontracts

                  (B)   Reasonable costs for the storage, transportation,
                        protection, and disposition of property acquired or
                        produced for this contract.

                  (C)   Indirect costs related to salary and wages incurred as
                        settlement expenses in paragraphs (A) and (B); normally,
                        such indirect costs shall be limited to payroll taxes,
                        fringe benefits, occupancy costs, and immediate
                        supervision costs. If settlement expenses are
                        significant, a cost account or work order shall be
                        established to separately identify and accumulate them.

            (4)   Costs in paragraphs, a (1), (2), and (3) of this clause to
                  which subcontractors may be entitled in the event of
                  termination.

      b.    Notwithstanding the Limitation of Cost/Limitation of Funds article
            of this contract, Seller shall not include in its estimate of costs
            incurred or to be incurred any amount for special termination costs
            to which Seller may be entitled in the event this contract is
            terminated.

      c.    Seller agrees to perform this contract in such a manner that
            Seller's claim for special termination costs will not exceed the
            amounts specified below:

<TABLE>
<CAPTION>
Army Fiscal Year*:
 ($ in millions)                  2004       2005         2006         2007        2008
-----------------------------   ---------  ----------   ----------   ----------  ----------
<S>                             <C>        <C>          <C>          <C>         <C>
Special Termination Liability:  $ 400,000  $1,250,000   $1,500,000   $1,425,000  $1,050,000
</TABLE>

<TABLE>
<CAPTION>
Army Fiscal Year*:
 ($ in millions)                  2009      2010      2011      2012      2013
------------------------------  --------  --------  --------  --------  -------
<S>                             <C>       <C>       <C>       <C>       <C>
Special Termination Liability:  $775,000  $525,000  $545,000  $425,000  $50,000
</TABLE>

(*) Army Fiscal Year is October 1 through September 30.

      d.    Buyer shall have no obligation to pay Seller any amount for special
            termination costs in excess of these amounts. Periodic negotiations
            and adjustments of these amounts reserved for special termination
            costs will be accomplished as requested by Buyer.

      e.    In the event of termination, this clause shall not be construed as
            affecting the allow-ability of special termination costs in any
            manner other than limiting the maximum amount of the costs payable
            by Buyer.

      e.    This clause shall remain in full force and effect until this
            contract, excluding task orders, is fully funded.

                                END OF SECTION H

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 45 OF 48, REV. A (SA-004)
                                                            (SEPTEMBER 02, 2004)

The following are the General Provisions of this contract.

I.1   IDS COMMON TERMS AND CONDITIONS GUIDE

      a.    All reference within the following Terms and Conditions to The
            Boeing Company or Buyer, shall be considered as SAIC for the purpose
            of this subcontract only and in no way sets a precedence for any
            other subcontracts Seller may currently have or enter into in the
            future with The Boeing Company or SAIC.

      b.    The following contract clauses are incorporated by reference from
            the IDS Common Terms and Conditions Guide and apply to the extent
            indicated. These contract clauses can be accessed on the Internet
            via the following pathway:

            Enter: "http://www.boeing.com/companyoffices/doingbiz/sccommon/flash
                   .html"

            Select: "terms and conditions", then the applicable "Section" to
                    view the clause
<TABLE>
<CAPTION>
Clause                                Title                                       Date
------                                -----                                       ----
<S>      <C>                                                                    <C>
GP4      The Boeing Company, General Provisions (Cost
         Reimbursement Contract Under Government Prime Contract) GP4             5/01/02

2003     Reporting of Discrepancies in Buyer Drawings                           10/15/02

2005     Technical Direction (R&D)                                              10/15/02

2006     Right to Use Technical Information                                     10/15/02

2011     Surveillance and Written Technical Direction                           10/15/02

3003     Seller Compliance with Occupational Safety & Health
         Act of 1970                                                            10/15/02

3006     Audit Rights                                                           10/15/02

3008     Buyer Audit Rights for Option Pricing of Follow-on Contracts           10/15/02

3009     Government - Furnished Property (GFP)                                  10/15/02

3010     Use of Government Production and Research Property
         (Industrial Facilities, Special Tooling, and Special Test Equipment)   10/15/02

3011     Limitation of Buyer's Obligation                                       10/15/02

3024     Special Tooling                                                        10/15/02

3028     Rent-Free Use of Government Facilities Not Authorized                  10/15/02

3032     Special Test Equipment - Title                                         10/15/02

3042     Buyer Furnished Property                                               10/15/02

3049     Prime Contract Flowdown Provisions                                     10/15/02

3068     Government Property Control                                            05/06/04
</TABLE>

<PAGE>

                                                                   Page 46 OF 48

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company   PURCHASE CONTRACT NUMBER: 4400078647

<TABLE>
<S>      <C>                                                      <C>
4004     Additional General Provisions (Labor Hour/Time and
         Material Contract, Cost Reimbursement Contract Under
         Government Contract, Contract Labor)                     10/15/02

5068     DAAE07-03-9-F001 Future Combat Systems (FCS) System
         Development and Demonstration (SDD) Agreement            7/15/03
</TABLE>

      c.    Changes/Clarifications. The following changes and clarifications
            apply to the clauses listed in above Section I.1a:

            (1)   Clause 2005. The Technical Representative referenced by this
                  clause is named in Section G.9

            (2)   Clause GP4 and the following Article(s):

                  a.    Article 24 is deleted in its entirety and replaced with
                        the following:

                  24. CONFIDENTAL, PROPRIETARY, AND TRADE SECRET INFORMATION AND
                  ITEMS. Buyer and Seller shall each keep confidential and
                  protect from unauthorized use and disclosure all (a)
                  confidential, proprietary and/or trade secret information; (b)
                  tangible items and software containing, conveying or embodying
                  such information; and (c) tooling identified as being subject
                  to this article and obtained, directly or indirectly, from the
                  other in connection with this contract or other agreement
                  referencing this contract (collectively referred to as a
                  "Proprietary Information and Materials"). Buyer and Seller
                  shall each use Proprietary Information and Materials of the
                  other only in the performance of and for the purpose of this
                  contract and/or any other agreement referencing this contract.
                  However, despite any other obligations or restrictions imposed
                  by this article, Buyer shall have the right to use, disclose
                  and reproduce Seller's Proprietary Information and Materials,
                  and make derivative works thereof, for the purposes of
                  testing, certification, use, sale or support of any goods
                  delivered under this contract or any other agreement
                  referencing this contract. Any such use, disclosure,
                  reproduction or derivative work by Buyer shall, whenever
                  appropriate, include a restrictive legend suitable to the
                  particular circumstances. The restrictions on disclosure or
                  use of Proprietary Information and Materials by Seller shall
                  apply to all materials derived by Seller or others from
                  Proprietary Information and Materials provided by Buyer. Upon
                  Buyer's request at any time, and in any event upon the
                  completion, termination or cancellation of this contract,
                  Seller shall return to Buyer all of Buyer's Proprietary
                  Information and Materials and all materials derived there
                  from, unless specifically directed otherwise in writing by
                  Buyer. Seller shall not, without the prior written
                  authorization of Buyer, sell or otherwise dispose of (as scrap
                  or otherwise) any parts or other materials containing,
                  conveying, embodying or made in accordance with or by
                  reference to any Proprietary Information and Materials of
                  Buyer. Prior to disposing of such parts or other materials as
                  scrap, Seller shall render them unusable. Buyer shall have the
                  right to audit Seller's compliance with this article. Seller
                  may disclose Proprietary Information and Materials of Buyer to
                  its subcontractors as required for the performance of this
                  contract, provided that each such subcontractor first agrees
                  in writing to the same obligations imposed upon Seller under
                  this article relating to Proprietary Information and
                  Materials. Seller shall be liable to Buyer for any breach of
                  such obligation by such subcontractor. The provisions of this
                  article are effective in lieu of any restrictive legends or
                  notices applied to Proprietary Information and Materials. The
                  provisions of this article shall survive the performance,
                  completion, termination or cancellation of this contract.

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company         PAGE 47 OF 48, REV. A (SA-004)
                                                            (SEPTEMBER 02, 2004)

            (1)   Clause 5068.

                     a.    Paragraph (a)(10)52.227-12 Patent Rights is deleted
                           in its entirety:

                           (a)(10) 52.227-12 Patent Rights - Retention by the
                           Contractor (Long Form) (JAN 1997). This clause
                           applies only if this contract is for experimental,
                           developmental, or research work and Seller is not a
                           small business or nonprofit organization.

                     b.    Paragraph(c)Cost Accounting Standards, paragraphs (1)
                           and (2) are deleted in their entirety:

                              (1) (Applicable if this contract incorporates
                           clause 3050) The version of FAR 52.230-2, Cost
                           Accounting Standards, incorporated by clause 3050 is
                           the version dated April 1998.

                              (2)(Applicable if this contract incorporates
                           clause 3051). The version of FAR 52.230-3, Disclosure
                           and Consistency of Cost Accounting Practices,
                           incorporated by clause 3051 is the version dated
                           April 1998.

            (2)   Clause 3068

                        a.    Section H.1.b. is amended to add "SAIC" between
                              "Boeing" and "U.S. Government

I.2   ADDITIONAL FULL-TEXT PROVISIONS

      The following additional full-text provisions apply to this contract:

                                   None

                                END OF SECTION I

<PAGE>

                                            PURCHASE CONTRACT NUMBER: 4400078647

[SAIC (R) LOGO] SCIENCE APPLICATIONS
                INTERNATIONAL CORPORATION
                An Employee-Owned Company       PAGE 48 A OF 48, REV. C (SA-006)
                                                                (MARCH 31, 2005)

<TABLE>
<CAPTION>
EXHIBIT/
ATTACH. #                       DOCUMENT TITLE                                         DATE
---------                       --------------                                         ----
<S>         <C>                                                                 <C>
J-11        List of Hazardous Materials to be delivered under this subcontract       Reserved

J-12        FCS SDD Program Plan Summary (Version 1.0X)                            17 MAR 2005

J-13        Task Instructions                                                      06 FEB, 2004

J-14        DARPA-CG-228 "Security Classification Guide,
            Objective Force-Future Combat Systems"   (to be provided
            under separate cover)                                                  28 MAR. 2003

J-15        CPFF Task Order Rates and Supporting Information                     See Attached FPR
            Requirements                                                        Proposal Submittal

J-16        Contract Delivery/Performance Schedule                                 25 MAR 2005

J-17        Subcontractor Property Administration Requirements                     08 OCT. 2003
            For Subcontractors Without An Approved System

J-18        Reserved                                                                 Reserved

J-19        FCS One Team (ADR) Alternate Dispute Resolution Memorandum
            of Agreement                                                          Draft 04/12/04
</TABLE>

                                END OF SECTION J
                                 END OF CONTRACT