Exhibit 10[____]


AWARD/CONTRACT

1. THIS CONTRACT IS RATED ORDER UNDER DPAS (15 CFR 350)
RATING:   DO-C9
PAGE 1 of 17 PAGES

2. CONTRACT (Proc. Inst. Ident.) NO. N00173-98-D-2007

3. EFFECTIVE DATE :  SEE BLOCK 20C

4. REQUISITION/PURCHASE REQUEST/PROJECT NO.: 81-8048-97

5. ISSUED BY:

     CONTRACTING OFFICER
     NAVAL RESEARCH LABORATORY
     4555 OVERLOOK AVE, SW
     WASHINGTON DC 20375-5326

6. ADMINISTERED BY (If other than Item 5) CODE S1002A

     DCMC ORLANDO
     3555 MAGUIRE BLVD
     ORLANDO FL  32803-3726

SCD: C

7. NAME AND ADDRESS OF CONTRACTOR  (No.,  street,  city,  county,  State and Zip
Code)

     SOFTWARE TECHNOLOGY INC.
     1225 EVANS ROAD
     MELBOURNE FL 32904-2314

CODE   3R623

8. DELIVERY:  [_] FOB ORIGIN            [X] OTHER (See below)

9. DISCOUNT FOR PROMPT PAYMENT: NET 30

10. SUBMIT INVOICES (4 Copies unless otherwise specified) TO THE ADDRESS SHOWN 
IN:  SEE ITEM 12

11. SHIP TO/MARK FOR      CODE   N00173

SEE SECTION F - DELIVERIES OR PERFORMANCE

12. PAYMENT WILL BE MADE BY           CODE   HQ0338

       DFAS COLUMBUS CENTER
       SOUTH ENTITLEMENT OPERATIONS
       COLUMBUS OH 43218-2264

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

[_] 10 U.S.C 2304(c)      ()   [_] 41 U.S.C. 253(c)                       ()

14. ACCOUNTING AND APPROPRIATION DATA:  SEE SECTION G

15A. ITEM NO.
15B. SUPPLIES/SERVICES:  SEE PAGE 2
Attn: LISA A. FLEMING                    3230.LS   202/767-3739
15C. QUANTITY
15D. UNIT
15E. UNIT PRICE
15F. AMOUNT
15G. TOTAL AMOUNT OF CONTRACT > $61,538,419.00

16. TABLE OF CONTENTS

(X)     SEC.                      DESCRIPTION                           PAGES(S)

PART 1 - THE SCHEDULE
               A                  SOLICITATION/CONTRACT FORM
               B                  SUPPLIES OR SERVICES AND PRICES/COSTS
               C                  DESCRIPTION/SPECS./WORK STATEMENT
               D                  PACKAGING AND MARKING
               E                  INSPECTION AND ACCEPTANCE
               F                  DELIVERIES OR PERFORMANCE
               G                  CONTRACT ADMINISTRATION DATA
               H                  SPECIAL CONTRACT REQUIREMENTS

PART II - CONTRACT CLAUSES
               I                  CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS
               J                  LIST OF ATTACHMENTS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

               K                  REPRESENTATIONS, CERTIFICATIONS AND
                                  OTHER STATEMENTS OF OFFERORS
               L                  INSTRS., CONDS. AND NOTICES TO OFFERORS
               M                  EVALUATION FACTORS FOR AWARD

               CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE

17. [X] CONTRACTOR'S  NEGOTIATED AGREEMENT  (Contractor is required to sign this
document and return 2 copies to issuing  office.)  Contractor  agrees to furnish
and  deliver  all items or  perform  all the  services  set  forth or  otherwise
identified above and on any  continuation  sheets for the  consideration  stated
herein.  The rights and  obligations  of the parties to this  contract  shall be
subject to and governed by the following documents: (a) this award/contract, (b)
the   solicitation,   if  any,   and  (c)  such   provisions,   representations,
certifications, and specifications, as are attached or incorporated by reference
herein. (Attachments are listed herein.)

18. [ ] AWARD  (Contractor  is not required to sign this document) Your offer on
Solicitation Number _______ including the additions or changes made by you which
additions or changes are set forth in full above,  is hereby  accepted as to the
items listed above and on any continuation  sheets.  This award  consummates the
contract  which  consists  of the  following  documents:  (a)  the  Government's
solicitation and your offer and (b) this award/contract.  No further contractual
document is necessary.

19A. NAME AND TITLE OF SIGNER (Type or print)

H.R. TREW    DIRECTOR OF CONTRACTS

19B. NAME OF CONTRACTOR                                         19C. DATE SIGNED

BY  /s/ H. R. Trew                                                   4-30-98
    ---------------------------------------
    (Signature of person authorized to sign)

20A. NAME OF CONTRACTING OFFICER
JOSEPH C. ELY
CONTRACTING OFFICER

20B. UNITED STATES OF AMERICA                                   20C. DATE SIGNED

BY  /s/ Joseph C. Ely                                               APR 30, 1998
(Signature of Contracting Officer)

--------------------------------------------------------------------------------
NSN 7540-01-152-8069                 26-107          STANDARD FORM 26 (REV 4-45)
PREVIOUS EDITION                  *U.S.G.P.O.:            Prescribed by GSA
   UNUSABLE                  1990-262-081/20013 


<PAGE>



<TABLE>
<CAPTION>

                              PART I - THE SCHEDULE
                                    SECTION B
                      SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 SUPPLIES/SERVICES AND COSTS
                                   TOTAL EST.
ITEM          SUPPLIES OR SERVICES                     MAXIMUM              MAXIMUM      MAXIMUM
NUMBER                                                 ESTIMATED            FIXED        TOTAL EST. COST PLUS
                                                       COST                 FEE          FIXED FEE

0001          The Contractor shall provide
              software and engineering
<S>                                                   <C>               <C>             <C>           
              support in accordance with Section C.   $57,167,518.00    $4,370,901.00   $61,538,419.00

0002          Data in accordance
              with Exhibit A (DD 1423)                 *NSP                 *NSP         *NSP
            and Enclosure (1)

TOTAL ESTIMATED COST PLUS FIXED FEE:                                                     $61,638,419.00

*Not separately priced

</TABLE>


B-2         MINIMUM AND MAXIMUM QUANTITIES

As  contemplated  by  the  clause  of  the  solicitation  entitled,  "Indefinite
Quantity",  the minimum  quantity that will be ordered by the Government  during
the  effective  period of the  contract  is  research  and  development  support
requiring  the  contractor  to provide a level of effort of 95,680  direct labor
hours.

The maximum  quantity that the Government may order during the effective  period
of the contract is research and development  support requiring the contractor to
provide a level of effort of 911 600 direct labor hours.

The minimum and maximum  quantities may consist of any  combination of the tasks
contained in the statement of work.




                                    SECTION C

                    DESCRIPTION/SPECIFICATIONS/WORK STATEMENT




C-1         WORK STATEMENT

The work  and  services  to be  performed  hereunder  shall  be  subject  to the
requirements and standards  contained in Attachment (1), Statement of Work, with
Exhibit A, Contract Data  Requirements  List, and all other Attachments cited in
Section J, which are incorporated by reference into Section C.

C-2 The  specific  work to be  carried  out shall be further  described  in task
orders issued under this contract.




                                    SECTION D

                              PACKAGING AND MARKING

D-1         PACKAGING AND MARKING

Preservation,  packaging,  packing and marking of all deliverable  contract line
items  must  conform  to normal  commercial  packing  standards  to assure  safe
delivery at destination.




                                    SECTION E

                            INSPECTION AND ACCEPTANCE

E-1         INSPECTION AND ACCEPTANCE CLAUSES INCORPORATED BY REFERENCE

FAR CLAUSE      TITLE

52.246-9 -      Inspection of Research And Development (Short Form) (APR 1984)

DFARS CLAUSE    TITLE

252.246-7000 -  Material Inspection And Receiving Report (DEC 1991)

E-2         INSPECTION AND ACCEPTANCE

Inspection  and  acceptance  of the final  delivery  under this contract must be
accomplished by the Contracting  Officer's  Representative  (COR)  designated in
Section G of this contract within seven (7) days after delivery of final report.
Inspection  and acceptance  will be performed at the Naval Research  Laboratory,
Washington DC 20375-5326.




                                    SECTION F

                            DELIVERIES OR PERFORMANCE

F-1         DELIVERIES OR PERFORMANCE CLAUSES INCORPORATED BY REFERENCE:

FAR CLAUSE  TITLE

52.242-15 -             Stop-Work Order (AUG 1989) - Alternate I (APR 1984)

52.247-34 -             F.O.B. Destination (NOV 1991)

F-2         DELIVERIES OR PERFORMANCE

(a) The effective  period of this  contract  during which  delivery  orders/task
orders  may be issued  is from date of  contract  award  through  five (5) years
thereafter.

(b) Each delivery order/task order shall specify the period of performance.

(c) Each delivery order/task order shall specify the place of performance.


                                    SECTION G

                          CONTRACT ADMINISTRATION DATA

G-1         PROCURING OFFICE REPRESENTATIVE

In  order  to  expedite  administration  of this  contract,  the  Administrative
Contracting  Officer  (ACO) will direct  inquiries  to the  appropriate  officer
listed  below.  Please do not direct  routine  inquiries to the person listed in
Item 20A on Standard Form 26.

Contract  Matters Lisa Fleming,  Code  3230.LS,  (202)  767-3739,  DSN 297-3739,
Telecopier (202) 767-6197 or e-mail: fleming@contracts.nrl.navy.mil

Security Matters - Mr. Charles Rogers, Code 1221, (202) 767-2240, DSN 297-2240

Safety Matters - Mr. Kirk J. King, Code 1240, (202) 767-2232, DSN 297-2232

Patent Matters - Mr. Thomas McDonnell, Code 3008.2, (202)767-3427, DSN 297-3427

Release of Data - Mr. Richard H. Baturin, Code 1230, (202)767-2541, DSN 297-2541

The ACO will forward invention disclosures and reports directly to the Associate
Counsel for Patents  Code  3008.2,  Naval  Research  Laboratory,  Washington  DC
20375-5320. The Associate Counsel for Patents will return the reports along with
a  recommendation  to the  Administrative  Contracting  Officer.  The  Associate
Counsel  for Patents  will  represent  the  Contracting  Officer  with regard to
invention reporting matters arising under this contract.

G-2       CONTRACTING OFFICER'S REPRESENTATIVE (COR) - FUNCTIONS AND LIMITATIONS

Jeffrey  Cleveland,  Code 8133, is hereby  designated the cognizant COR who will
represent the Contracting  Officer in the  administration  of technical  details
within the scope of this contract and inspection and acceptance.  The COR is not
otherwise  authorized to make any  representations or commitments of any kind on
behalf of the Contracting  Officer or the Government.  The COR may be personally
liable for  unauthorized  acts. The COR does not have the authority to alter the
Contractor's  obligations or change the specifications in the contract. If, as a
result of technical  discussions,  it is desirable to alter contract obligations
or  statements of work, a  modification  must be issued in writing and signed by
the  Contracting  Officer.  The COR is  responsible  for reviewing the bills and
charges  submitted  by the  Contractor  and  informing  the ACO of  areas  where
exceptions are to be taken.  This COR appointment shall be effective through the
life  of  this  contract  unless  otherwise  relieved  in  writing  and  is  not
redelegable.

G-3         TECHNICAL DIRECTION MEMORANDUM (TDM)

(a) For the purposes of this clause, technical direction includes the following:

          (1)  Direction to the  Contractor  which shifts work emphasis  between
               work  areas  or  tasks,  requires  pursuit  of  certain  lines of
               inquiry,  fills in details or otherwise describes work which will
               accomplish the objectives described in the statement of work;
     
          (2)  Guidelines to the Contractor  which assist in  interpretation  of
               drawings,   specifications   or   technical   portions   of  work
               description.

(b)  Technical  instructions  must be  within  the  scope of work  stated in the
contract. Technical instructions may not be used to:

          (1)  Assign additional work under the contract;

          (2)  Direct  a change  as  defined  in the  contract  clause  entitled
               "Changes";

          (3)  Increase or decrease the estimated  contract cost, the fixed fee,
               or the time required for contract performance;  or 

          (4)  Change  any of the terms,  conditions  or  specifications  of the
               contract

(c) The TDM shall be written by the Contracting Officer's  Representative (COR),
with the original  given to the Contractor and a copy retained in the CORs file.
Technical  direction  may be issued  orally  only in  emergency  situations.  If
technical  direction is issued orally,  a TDM must follow within two (2) working
days from the date of the oral direction. Amendments, corrections, or changes to
TDMs shall also be in written format and shall include all the  information  set
forth in e. below.

(d) A TDM shall be  considered  issued  when the  Government  deposits it in the
mail, or if transmitted by other means,  when it is physically  delivered to the
contractor.

(e) TDMs shall include, but not limited to, the following information:

          (1)  Date of TDM,

          (2)  Contract Number,

          (3)  Reference  to the  relevant  portion or item in the  Statement of
               Work, (4) The specific technical direction or clarification,  and

          (5)  The signature of the COR.

(f) CORs shall  retain all files  containing  TDMs for a period of two (2) years
after the final contract completion date.

(g) The only  individual  authorized  in any way to amend or  modify  any of the
terms of this contract shall be the Contracting Officer. When, in the opinion of
the  Contractor,  any technical  direction calls for effort outside the scope of
the contract or inconsistent with this special  provision,  the Contractor shall
notify the Contracting Officer in writing within ten (10) working days after its
receipt.

G-4     NAPS 5252.232-9001 - SUBMISSION OF INVOICES (COST-REIMBURSEMENT,
TIME-AND-MATERIALS, LABOR-HOUR, OR FIXED PRICE INCENTIVE (JUL 1992))

(a) "Invoice" as used in this clause  includes  contractor  requests for interim
payments  using  public  vouchers  (SF  1034)  but does not  include  contractor
requests for progress payments under fixed price incentive contracts.

(b)  The  Contractor   shall  submit  invoices  and  any  necessary   supporting
documentation,  in an  original  and 4 copies,  to the  contract  auditor at the
following address:

             DCAA Melbourne Branch Office
             6767 N. Wickman Rd., Suite 507
             Melbourne, FL  32940-9998

unless delivery orders are applicable, in which case invoices will be segregated
by  individual  order and  submitted to the address  specified in the order.  In
addition,  an  information  copy  shall  be  submitted  to  [See  Section  G for
designated COR]. Following  verification,  the contract auditor will forward the
invoice to the designated payment office for payment in the amount determined to
be owing, in accordance with the applicable  payment (and fee) clause(s) of this
contract.

(c) Invoices  requesting  interim  payments shall be submitted no more than once
every two weeks,  unless another time period is specified in the Payments clause
of this  contract.  For  indefinite  delivery type  contracts,  interim  payment
invoices  shall be submitted no more than once every two weeks for each delivery
orders.  There  shall  be a lapse  of no  more  than 30  calendar  days  between
performance and submission of an interim payment invoice.

(d) In addition  to the  information  identified  in the Prompt  Payment  clause
herein, each invoice shall contain the following information, as applicable:

(1) Contract line item number (CLIN)
(2) Subline item number (SLIN)
(3) Accounting Classification Reference Number (ACRN)
(4) Payment terms
(5) Procuring activity
(6) Date supplies provided or services performed
(7) Costs incurred and allowable under the contract
(8)  Vessel  (e.g.,  ship,  submarine  or  other  craft)  or  system  for  which
supply/service is provided

(e)       A DD Form 250, "Material Inspection and Receiving Report",

                  **    is required with each invoice submittal.
                  X     is required only with the final invoice.
                  **    is not required.

(f)       A Certificate of Performance

                 **     shall be provided with each invoice submittal.
                  X     is not required.

(g) The  Contractor's  final invoice shall be identified as such, and shall list
all other invoices (if any) previously tendered under this contract.

(h) Cost of  performance  shall be segregated,  accumulated  and invoiced to the
appropriate  ACRN categories to the extent  possible.  When such  segregation of
costs by ACRN is not possible for invoices  submitted with  CLIN/SLINS with more
than one ACRN, an allocation ratio shall be established in the same ratio as the
obligations  cited in the  accounting  data so that  costs  are  allocated  on a
proportional basis.

G-5 INCREMENTAL FUNDING

Orders issued under this  contract may be  incrementally  funded.  Incrementally
funded orders will contain a provision substantially as follows:

      (* To be completed in each individual task when incrementally funded)

G-6  PAYMENT  INSTRUCTIONS  FOR  MULTIPLE  ACCOUNTING  CLASSIFICATION  CITATIONS
     (COST-REIMBURSEMENT)

The purpose of these  instructions  is to permit the paying office to charge the
accounting  classification  citations in the contract in a manner that  reflects
the performance of the contract. These instructions do not create any obligation
on the part of the Government or the contractor nor do they in any way alter any
obligation  created by any other  provision of the contract.  Invoices should be
paid from available ACRNs in the following order:

(a) ACRNs cited on the contractor's invoice.

(b) On a  proportional  basis from any ACRNs assigned to funds which will cancel
at the end of the current fiscal year.

(c) The ACRN assigned to the following line of accounting:

            97X4930.NH4A  000  77777  0  000173  2F  000000  N00173Z45000.

(d) If funds  appropriated  in more than one  fiscal  year are  allotted  to the
contract, the ACRN assigned to the oldest allotment of funds.

(e) On a  proportional  basis from all ACRNs  assigned  to  allotments  of funds
appropriated in a single fiscal year.

G-7 ACCOUNTING AND APPROPRIATION DATA

Each delivery  order/task  order will contain the accounting  and  appropriation
data for payment under the contract.

G-8 TASK ORDER PROCEDURES FOR INDEFINITE QUANTITY CONTRACTS

The  following  procedure  shall be followed when placing task orders under this
contract:

(a) Only properly appointed  Contracting Officers employed at the Naval Research
Laboratory (NRL) shall issue task orders under this contract.

(b) A DD Form 1155 will be issued for each task order. The DD Form 1155,  "Order
for Supplies or Services",  shall constitute the instrument for the placement of
requirements under this contract.

(c) Each task order shall be subject to FAR 52.232-20  Limitation of Cost or FAR
52.232-22 Limitation of Funds clause, as appropriate. Each task order is subject
to the terms and  conditions  of the  clause in  Section H  entitled,  "Level of
Effort Task Orders".

(d) Prior to the issuance of a task order,  the contractor will be provided with
the statement of work and shall  promptly  submit a cost proposal for performing
the work.  The fixed fee shall be in the same  proportion to the estimated  cost
for each task order as a maximum fixed fee is to the maximum  estimated cost for
the contract as set forth in Section B.

(e) Task orders  issued  shall  include,  but not be limited  to, the  following
information:

          (1)  Date of Order
          (2)  Contract Number and Task Order Number
          (3)  Accounting and Appropriation Data
          (4)  Description of the Work to be Performed
          (5)  Level of Effort
          (6)  DD Form 1423 (Contract Data Requirements List)
          (7)  Place of Performance
          (8)  Period of Performance
          (9)  Estimated Cost Plus Fixed Fee
          (10) DD Form 254 (Contract Security Classification Specifications)
          (11) List of Government  furnished  material and the  estimated  value
               thereof for each order

(f) The  ceiling  amount for each task order will be the  ceiling  price  stated
therein and may not be exceeded  except when authorized by a modification to the
task order.


                                    SECTION H

                          SPECIAL CONTRACT REQUIREMENT

H-1         TYPE OF CONTRACT

This is an Indefinite  Delivery Indefinite Quantity type contract with Cost Plus
Fixed Fee Term task orders.

H-2         ONR 5252.237-9705 - KEY PERSONNEL (DEC 88)

(a) The  Contractor  agrees to assign to the contract  tasks those persons whose
resumes where  submitted  with its proposal and who are necessary to fulfill the
requirements of the contract as "key personnel".  No  substitutions  may be made
except in accordance with this clause.

(b) The  Contractor  understands  that during the first  ninety (90) days of the
contract performance period, no personnel substitutions will be permitted unless
these  substitutions are unavoidable  because of the incumbent's sudden illness,
death or termination of employment. In any of these events, the Contractor shall
promptly notify the Contracting Officer and provide the information described in
paragraph  (c) below.  After the initial  ninety (90) day period the  Contractor
must submit to the Contracting Officer all proposed  substitutions,  in writing,
at least  fifteen (15) days in advance  (thirty (30) days if security  clearance
must be  obtained)  of any  proposed  substitution  and provide the  information
required by paragraph (c) below.

(c) Any request for  substitution  must  include a detailed  explanation  of the
circumstances necessitating the proposed substitution, a resume for the proposed
substitute,  and any other information requested by the Contracting Officer. Any
proposed  substitute  must  have  qualifications  equal  to or  superior  to the
qualifications of the incumbent.  The Contracting  Officer or his/her authorized
representative will evaluate such requests and promptly notify the Contractor of
his/her approval or disapproval thereof.

(d) In the event that any of the identified key personnel cease to perform under
the contract and the substitute is disapproved,  the contract may be immediately
terminated in accordance with the Termination clause of the contract.

The following are identified as key personnel:

                (To be identified in each individual task order)

H-3         LEVEL OF EFFORT TASK ORDERS

(a) In the  performance  of each task  order  issued  under this  contract,  the
Contractor agrees to provide the level of effort specified in the task order and
in accordance with this provision.

(b) The level of effort per task order shall be expended at the average  monthly
rate  specified  therein.  It is  understood  and agreed that the rate of direct
labor  hours  expended  each month may  fluctuate  in  pursuit of the  technical
objective,  provided  such  fluctuation  does not result in the use of the total
hours of effort prior to the expiration of the term of the task order.

(c) The Contractor is required to notify the Contracting Officer when any of the
following  situations  occur,  or are  anticipated to occur: If during any three
consecutive  months the monthly average is exceeded by 25% or, at any time it is
forecast  that  during the last three  months of the task order less than 50% of
the monthly  average  will be used during any given  month;  or, when 85% of the
total level of effort has been expended.

(d) If, during the term of the contract,  the  Contractor  finds it necessary to
accelerate the  expenditure of direct labor under a task order to such an extent
that the total hours of effort  specified  would be used prior to the expiration
of the term,  the  Contractor  shall notify the  Contracting  Officer in writing
setting  forth the  acceleration  required,  the probable  benefits  which would
result,  and an  offer to  undertake  the  acceleration  at no  increase  in the
estimated  cost or fixed fee  together  with an offer  setting  forth a proposed
level of effort, cost breakdown,  and proposed fixed-fee for continuation of the
work until expiration of the term hereof.  The offer shall provide that the work
proposed  will be subject to the terms and  conditions  of this contract and any
additions or changes required by then current law,  regulations,  or directives,
and that the  offer,  with a written  notice of  acceptance  by the  Contracting
Officer,   shall  constitute  a  binding  contract.  The  Contractor  shall  not
accelerate any effort until receipt of such written  approval by the Contracting
Officer.   Any   agreement  to   accelerate   will  be  formalized  by  contract
modification.

(e) The  Contracting  Officer may, by written  order,  direct the  Contractor to
accelerate  the  expenditure  of direct  labor  under a task order such that the
labor-hours of effort specified therein would be used prior to the expiration of
the term. This order shall specify the  acceleration  required and the resulting
revised term. The  Contractor  shall  acknowledge  this order within ten days of
receipt.

(f) If the total level of effort specified in each task order is not provided by
the Contractor during the term of the task order, the Contracting  Officer shall
either (i) reduce the fixed fee of this contract as follows:

Fee Reduction = Fixed Fee x (Required LOE Hours - Expended LOE Hours)
                                                  Required LOE Hours

or (ii)  subject  to the  provisions  of the  clause of this  contract  entitled
"Limitation  of Cost,"  require the  Contractor  to continue to perform the work
until the total  number of hours of direct  labor  specified  in the task  order
shall have been expended, at no increase in the fixed fee of this contract.

(g) In the event the  Government  fails to fully fund the task order in a timely
manner, the term of the task order may be extended accordingly with no change to
cost or fee. If the Government  fails to fully fund the task order, the fee will
be adjusted in direct proportion to that effort which was performed.

(h)  Notwithstanding  any  of  the  provisions  of  the  above  paragraphs,  the
Contractor  may furnish  labor-hours  up to five  percent in excess of the total
direct  labor-hours  specified in the task order  provided  that the  additional
effort is  furnished  within  the term  hereof,  and  provided  further  that no
increase in the  estimated  cost or fixed-fee is required,  and no adjustment in
the fixed-fee  shall be made provided that the Contractor has delivered at least
95% of the level of effort specified in the task order.

(i) It is understood that the mix of labor categories provided by the Contractor
under  the  task  order,  as well as the  distribution  of  effort  among  those
categories,  may vary  considerably  from the  initial mix and  distribution  of
effort which was estimated by the Government or proposed by the Contractor.

(j) Nothing  herein  shall be  construed  to alter or waive any of the rights or
obligations  of either party  pursuant to the Clause  entitled  "Limitations  of
Costs" or Limitation of Funds," either of which  incorporated  herein applies to
each task order under this contract.

H-4         SUBCONTRACTORS/CONSULTANTS

(a)  The  following  subcontractors/consultants  have  been  identified  in  the
Contractor's proposal as necessary for performance of this contract.

Subcontractor/Consultant Name            Time or Unit             Estimated Cost

                (To be identified in each individual task order)

(b) The Contracting  Officer's consent required by Paragraph (c) of the contract
clause  entitled  "Subcontracts  (Cost-Reimbursement  and Letter  Contracts)" is
hereby given for the listed  subcontracts/consultants unless (i) they are of the
cost-reimbursement,  time-and-materials, or labor-hour type and are estimated to
exceed  $10,000,  including  any fee, (ii) are proposed to exceed  $100,000,  or
(iii) are one of a number of  subcontracts  with a single  subcontractor,  under
this  contract,  for the same or  related  supplies  or  services  that,  in the
aggregate,  are  expected to exceed  $100,000.  In such cases  consent  shall be
requested from the Administrative Contracting Officer.

(c) Any  changes  to the above  list must be  authorized  by the  Administrative
Contracting Officer (ACO).

H-5         ONR 5252.235-9714 - REPORT PREPARATION (FEB 97)

Scientific or technical reports prepared by the Contractor and deliverable under
the  terms  of  this  contract  will  be  prepared  in  accordance  with  format
requirements  contained  in ANSI/NISO  Z39.18-1995,  "Scientific  and  Technical
Reports: Elements, Organization, and Design." [NOTE: ANSI Z39.18 may be obtained
from NISO Press  Fulfillment  Center,  P.O. Box 338, Oxon Hill,  MD  20750-0338.
Telephone 1-800-282-6476].

H-6         ON-SITE USE OF GOVERNMENT PROPERTY

It is  anticipated  that  Government  property will be used by the  contractor's
personnel in the performance of that portion of the contract  performed  on-site
at the U.S. Naval Research  Laboratory  (NRL)  including any of its field sites.
Such use will be on a rent free basis and all such property  shall be considered
to remain in the possession  and control of the NRL for property  responsibility
and accountability purposes.

H-7 GOVERNMENT-FURNISHED PROPERTY

The  following  Government  property  will be furnished to the  contractor  on a
rent-free basis for use in performing the contract:

The  contractor  personnel  working at NRL shall be  provided  office  space and
furniture  as well as direct  access to NRL  computer  resources.  The  off-site
contractor  personnel  shall be  provided  either  communication  access  to the
computer resources at NRL.
An  NRL  supported  dial-up   teleconferencing   link  will  be  provided.   The
characteristics of this link are:

(a) Video Equipment - CLI Gallery 235 Video System with Codec running  Rembrandt
II/VP Software and T1 interface. Capable of far end control.

(b) Digital Line Interface - ISDN Primary Rate Interface 23B+D B8ZS ESF. Dial-up
via switched 384 HO, (6 channels bundled).

(c) Network Interface - General Data Communication  Image *TMS Model 40 switched
network access unit.

            The  teleconferencing  facility is available to the  contractor  for
technical meetings associated with the work described in this SOW. Scheduling of
the facility is, limited by exceptional situations, done on a first-come basis.

H-8         REPRESENTATIONS AND CERTIFICATIONS

The Contractor's completed Representations, Certifications, and Other Statements
of Offerors is incorporated herein by reference in any resultant award.

                           PART II - CONTRACT CLAUSES

                                    SECTION I

                                CONTRACT CLAUSES

I-1         52.252.2 - CLAUSES INCORPORATED BY REFERENCE (JUN 1988)

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

a.          FEDERAL ACQUISITION REGULATION CLAUSES

FAR CLAUSE  TITLE

52.202-1       - Definitions OCT 1995)
52.203-3       - Gratuities (APR 1984)
52.203-5       - Covenant Against Contingent Fees (APR 1984)
52.203-6       - Restrictions  On  Subcontractor  Sales To The  Government  (JUL
                 1995)
52.203-7       - Anti-Kickback Procedures (JUL 1995)
52.203-8       - Cancellations, Rescission, And Recovery Of Funds For Illegal Or
                 Improper Activity (JAN 1997)
52.203-10      - Price Or Fee Adjustment  For Illegal Or Improper  Activity (JAN
                 1997)
52.203-12      - Limitation   On  Payments  To   Influence   Certain   Federal
                 Transactions (Jan 1990)
52.204-2       - Security Requirements (AUG 1996)
52.204-4       - Printing/Copying Double-Sided On Recycled Paper (JUN 1996)
52.209-6       - Protecting The Government's  Interest When  Subcontracting With
                 Contractors Debarred,  Suspended,  Or Proposed For Debarment
                 (JUL  1995)
52.211-15      - Defense Priority and Allocation Requirements (SEP 1990)
52.215-2       - Audit And Records-Negotiation (AUG 1996)
52.215-22      - Price Reduction For Defective Cost Or Pricing Data (OCT 1995)
52.215-24      - Subcontractor Cost Or Pricing Data (OCT 1995)
52.215-27      - Termination Of Defined Benefit Pension Plans (MAR 1996)
52.215-31      - Waiver Of Facilities Capital Cost Of Money (SEP 1987)
52.215-33      - Order Of Precedence (JAN 1986)
52.215-39      - Reversion Or Adjustment Of Plans For  Post-Retirement  Benefits
                 Other Than Pensions (PRB) (MAR 1996)
52.215-40      - Notification Of Ownership Changes (FEB 1995)
52.216-7       - Allowable Cost And Payment (FEB 1997)
52.216-8       - Fixed-Fee (MAR 1997)
52.219-8       - Utilization Of Small, Small Disadvantaged And Women-Owned Small
                 Business Concerns (OCT 1995)
52.219-9       - Small,  Small  Disadvantaged  and  Women-Owned  Small  Business
                 Subcontracting Plan (AUG 1996) - Alternate II (MAR 1996)
52.219-16      - Liquidated Damages-Subcontracting Plan (OCT 1995)
52.222-1       - Notice To The Government Of Labor Disputes (FEB 1997)
52.222-2       - Payment For Overtime  Premiums (JUL 1990) - The Use Of Overtime
                 is Authorized  Under This  Contract If The Overtime  Premium
                 Does Not Exceed __ "0" --
52.222-3       - Convict Labor (AUG 1996)
52.222-26      - Equal Opportunity (APR 1984)
52.222-28      - Equal Opportunity Preaward Clearance Of Subcontracts (APR 1984)
52.222-35      - Affirmative  Action  For  Special  Disabled  And  Vietnam  Era
                 Veterans (APR 1984)
52.222-36      - Affirmative Action For Handicapped Workers (APR 1984)
52.222-37      - Employment Reports On Special Disabled Veterans And Veterans Of
                 The Vietnam Era (JAN 1988)
52.223-2       - Clean Air And Water (APR 1984)
52.223-3       - Hazardous Material Identification And Material Safety Data (JAN
                 1997)
52.223-5       - Pollution Prevention and Right-To-Know Information (MAR 1997)
52.223-6       - Drug-Free Workplace (JAN 1997)
52.223-14      - Toxic Chemical Release Reporting (OCT 1996)
52.225-11      - Restrictions On Certain Foreign Purchases (OCT 1996)
52.226-1       - Utilization Of Indian  Organizations And Indian-Owned  Economic
                 Enterprises (SEP 1996)
52.227-1       - Authorization And Consent (JUL 1995) - Alternate I (APR 1984)
52.227-2       - Notice  And   Assistance   Regarding   Patent  And   Copyright
                 Infringement (AUG 1996)
52.227-12      - Patent  Rights - Retention By The  Contractor  (Long Form) (JAN
                 1997)
52.228-7       - Insurance - Liability To Third Persons (MAR 1996)
52.232-9       - Limitation On Withholding Of Payments (APR 1984)
52.232-18      - Availability Of Funds (APR 1984)
52.232-20      - Limitation Of Cost (APR 1984)  (Applicable when the contract or
                 task order is fully funded)
52.232-22      - Limitation Of Funds (APR 1984) (Applicable when the contract or
                 task order is not fully funded)
52.232-23      - Assignment Of Claims (JAN 1986) Alternate I (APR 1984)
52.232-25      - Prompt Payment (MAY 1997)
52.232-33      - Mandatory  Information  For Electronic  Funds Transfer  Payment
                 (AUG 1996)
52.233-1       - Disputes (OCT 1995) - Alternate I (DEC 1991)
52.233-3       - Protest After Award (AUG 1996) - Alternate I (JUN 1985)
52.237-2       - Protection Of Government  Buildings,  Equipment And  Vegetation
                 (APR 1984)
52.237-3       - Continuity Of Services (JAN 1991)
52.242-1       - Notices Of Intent To Disallow Costs APR 1984)
52.242-3       - Penalties For Unallowable Costs (OCT 1995)
52.242-4       - Certification of Final Indirect Costs (JAN 1997)
52.242-13      - Bankruptcy (JUL 1995)
52.243-2       - Changes - Cost  Reimbursement  (AUG  1987) -  Alternate  V (APR
                 1984)
52.243-6       - Change Order Accounting (APR 1984)
52.243-7       - Notification Of Changes (APR 1984)
52.244-2       - Subcontracts  (Cost-Reimbursement  And Letter  Contracts)  (FEB
                 1997) - Alternate I (AUG 1996)
52.244-5       - Competition In Subcontracting (JAN 1996)
52.244-6       -  Subcontracts  for Commercial  Items and Commercial  Components
                  (OCT 1995)
52.245-5       - Government Property (Cost-Reimbursement,  Time-And-Material, Or
                 Labor-Hour Contracts) (JAN 1986)
52.245-9       - Use And Charges (APR 1984) (DEVIATION)
52.245-19      - Government Property Furnished "As-Is" (APR 1984)
52.246-23      - Limitation of Liability (FEB 1997)
52.247-1       - Commercial Bill Of Lading Notations (APR 1984)
52.247-63      - Preference For U.S. Flag Carriers (JAN 1997)
52.249-6       - Termination (Cost-Reimbursement) (SEP 1996)
52.249-14      - Excusable Delays (APR 1984)
52.251-1       - Government Supply Sources (APR 1984)
52.252-6       -  Authorized  Deviations  in Clauses (APR 1984) fill in 52.245-9
                  Use And Charges
52.253-1       - Computer Generated Forms (JAN 1991)

b. DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION CLAUSES

DFARS          CLAUSE TITLE

252.201-7000   - Contracting Officer's Representative (DEC 1991)

252.203-7001   - Special Prohibition On Employment (JUN 1997)

525.203-7002   - Display of DoD Hotline Poster (DEC 1991)

252.204-7000   - Disclosure of Information (DEC 1991)

252.204-7003   - Control Of Government Personnel Work Product (APR 1992)

252.205-7000   - Provision Of Information To Cooperative  Agreement Holders (DEC
                 1991)

252.209-7000   - Acquisition From  Subcontractors  Subject To On-Site Inspection
                 Under The  Intermediate-Range  Nuclear  Forces  (INF) Treaty 
                 (NOV 1995)

252.215-7000   - Pricing Adjustments (DEC 1991)

252.215-7002   - Cost Estimating System Requirements (DEC 1991)

252.219-7003   - Small Business And Small Disadvantaged Business  Subcontracting
                 Plan (DoD Contracts) (APR 1996)

252.219-7005   - Incentive  For  Subcontracting  With Small  Businesses,  Small
                 Disadvantaged  Businesses,   Historically  Black  Colleges  And
                 Universities,  And  Minority  Institutions  (NOV  1995)  If the
                 Contractor   exceeds   the   small    disadvantaged    business
                 historically black college and university, minority institution
                 goal of its  subcontracting  plan,  at  completion  of contract
                 performance,  the  Contractor  will  receive 1  percent  of the
                 excess.

252.223-7004   - Drug-Free Work Force (SEP 1988)

252.223-7006   - Prohibition  On Storage And  Disposal  Of Toxic And  Hazardous
                 Materials (APR 1993)

252.225-7012   - Preference For Certain Domestic Commodities (SEP 1997)

252.225-7018   - Notice  of  Prohibition  of  Certain  Contracts  With  Foreign
                 Entities for the Conduct of Ballistic  Missile Defense RDT&E
                 (MAY 1994)

252.225-7025   - Restriction On Acquisition Of Forgings (JUN 1997)

252.225-7026   - Reporting Of Contracting  Performance Outside The United States
                 (NOV 1995)

252.225-7031   - Secondary Arab Boycott Of Israel (JUN 1992)

252.227-7013   - Rights In Technical Data - Noncommercial Items (NOV 1995)

252.227-7014   - Rights in  Noncommercial  Computer  Software And  Noncommerical
                 Computer Software Documentation (JUN 1995)

252.227-7016   - Rights In Bids or Proposal Information (Jun 1995)

252.227-7019   - Validation  Of Asserted  Restrictions--Computer  Software  (JUN
                 1995)

252.227-7025   - Limitations  On The Use Or  Disclosure Of  Government-Furnished
                 Information Marked With Restrictive Legends (JUN 1995)

252.227-7030   - Technical Data -- Withholding Of Payment (OCT 1988)

252.227-7034   - Patents -- Subcontracts (APR 1984)

252.227-7036   - Certification Of Technical Data Conformity (MAY 1987)

252.227-7037   - Validation Of Restrictive Markings On Technical Data (NOV 1995)

252.227-7039   - Patents -- Reporting of Subject Inventions (APR 1990)

252.231-7000   - Supplemental Cost Principles (DEC 1991)

252.232-7006   - Reduction Or  Suspension  Of Contract  Payments Upon Finding Of
                 Fraud (AUG 1992)

252.233-7000   - Certification  Of Claims And Requests For Adjustment Or Relief
                 (MAY 1994)

252.235-7010   - Acknowledgment of Support and Disclaimer (MAY 1995)

252.235-7011   - Final Scientific Or Technical Report (MAY 1995)

252.242-7000   - Post Award Conference (DEC 1991)

252.242-7004   - Material Management And Accounting System (SEP 1996)

252.243-7002   - Certification of Requests for Equitable Adjustment (JUL 1997)

252.245-7001   - Reports of Government Property (MAY 1994)

252.246-7001   - Warranty of Data (DEC 1991)

252.247-7023   - Transportation Of Supplies By Sea (NOV 1995)

252.247-7024   - Notification Of Transportation Of Supplies By Sea (NOV 1995)

252.249-7001   - Notification Of Substantial Impact On Employment (DEC 1991)

252.251-7000   - Ordering From Government Supply Sources (MAY 1995)

I-2         FAR 52.223-11 - OZONE-DEPLETING SUBSTANCES (JUN 1996)

     (a) Definitions.

"Ozone-depleting  substance",  as used  in  this  clause,  means  any  substance
designated as Class I by the Environmental  Protection Agency (EPA) (40 CFR Part
82),  including  but  not  limited  to   chlorofluorocarbons,   halons,   carbon
tetrachloride, and methyl chloroform; or any substance designated as Class II by
EPA (40 CFR Part 82), including but not limited to hydrochlorofluorocarbons.

     (b) The Contractor  shall label products which contain or are  manufactured
with  ozone-depleting  substances in the manner and to the extent required by 42
U.S.C. 7671j (b), (c), and (d) and 40 CFR Part 82, Subpart E, as follows:

"WARNING:  Contains (or manufactured  with, if applicable)  _________________  a
substance(s)  which harm(s) public health and environment by destroying ozone in
the upper atmosphere."

*The Contractor shall insert the name of the substance(s).

I-3         INDEFINITE DELIVERY, INDEFINITE QUANTITY CLAUSES:

FAR 52.216-18 ORDERING (OCT 1995)

(a) Any  supplies  and services to be  furnished  under this  contract  shall be
ordered by  issuance of delivery  orders or task  orders by the  individuals  or
activities  designated in the  Schedule.  Such orders may be issued from date of
contract award through the effective period of the contract.

(b) All delivery  orders or task orders are subject to the terms and  conditions
of this  contract.  In the event of  conflict  between a delivery  order or task
order and this contract, the contract shall control.

(c) If mailed,  a delivery  order or task order is considered  "issued" when the
Government  deposits  the order in the mail.  Orders  may be issued  orally,  by
facsimile, or by electronic commerce methods only if authorized in the Schedule.

I-4         FAR 52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government  requires supplies or services covered by
this  contract  in an  amount  of less  than  $100,000,  the  Government  is not
obligated  to  purchase,  nor is the  Contractor  obligated  to  furnish,  those
supplies or services under the contract.

(b)         Maximum order.  The Contractor is not obligated to honor -

     (1)  Any order for a single item in excess of $5,000,000

     (2)  Any order for a combination of items in excess of $20,000,000; or

     (3)  A series of orders from the same  ordering  office within 60 days that
          together call for quantities  exceeding the limitation in subparagraph
          (1) or (2) above.

(c) If this is a requirements  contract (i.e.,  includes the Requirements clause
at  subsection  52 216-21 of the  Federal  Acquisition  Regulation  (FAR)),  the
Government  is not  required  to  order a part of any one  requirement  from the
Contractor  if  that  requirement  exceeds  the  maximum-order   limitations  in
paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall
honor any order exceeding the maximum order limitations in paragraph (b), unless
that order (or orders) is returned to the ordering  office  within 60 days after
issuance,  with written notice stating the  Contractor's  intent not to ship the
item (or items)  called for and the reasons.  Upon  receiving  this notice,  the
Government may acquire the supplies or services from another source.

I-5         FAR 52.516-22 INDEFINITE QUANTITY (OCT 1995)

(a)  This is an  indefinite-quantity  contract  for  the  supplies  or  services
specified,  and effective for the period stated, in the Schedule. The quantities
of supplies and services  specified in the Schedule are  estimates  only and are
not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in
accordance  with the  Ordering  clause.  The  Contractor  shall  furnish  to the
Government,  when and if ordered,  the  supplies or  services  specified  in the
Schedule up to and  including  the  quantity  designated  in the Schedule as the
"maximum".  The  Government  shall  order at least the  quantity  of supplies or
services designated in the Schedule as the "minimum".

(c) Except for any limitations or quantities in the Order Limitations  clause or
in the  Schedule,  there is no limit on the number of orders that may be issued.
The Government may issue orders requiring  delivery to multiple  destinations or
performance at multiple locations.

(d) Any order  issued  during  the  effective  period of this  contract  and not
completed  within that period shall be completed  by the  Contractor  within the
time  specified in the order.  The contract  shall govern the  Contractor's  and
Government's  rights  and  obligations  with  respect  to that order to the same
extent as if the order were completed  during the contract's  effective  period;
provided, that the Contractor shall not be required to make any deliveries under
this contract after a ninety (90) day period following contract expiration.

          PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS

                                    SECTION J

                               LIST OF ATTACHMENTS

J-1       Attachment  (1) - Statement  of Work - 32 Pages,  With  Exhibit A - DD
          Form 1423, Contract Data Requirements And Enclosure (1) - Instructions
          For Distribution - 8 Pages

J-2       Attachment (2) - Requirement For On-Site Contractors - 5 Pages

J-3       Attachment   (3)   -  DD   254,   Contract   Security   Classification
          Specification Form Ser 100-97 Dated - Pages 2

J-4       Attachment (4) - Personnel Qualifications - 35 Pages