<PAGE>   1
                                 EXHIBIT 10.90




                           AIR FORCE MATERIAL COMMAND
                            HUMAN SYSTEMS CENTER/PKV
                                3207 NORTH ROAD
                           BROOKS AFB, TX 78235-5363





              AMENDMENT/MODIFICATION NO.: F41624-97-D-8011, P00001





                              DATED: MAY 28, 1998
<PAGE>   2
                                                                    Page 2 of 78



                               TABLE OF CONTENTS
                            F41624-97-D-8011, P00001


<TABLE>
<CAPTION>
PART I - THE SCHEDULE
<S>                                                                              <C>
Section A.. . . . . .Award/Contract Page  . . . . . . . . . . . . . . . . . . .  page 1

                     Table of Contents  . . . . . . . . . . . . . . . . . . . .  page 2

Section B            Supplies/Services & Price/Costs  . . . . . . . . . . . . .  pages 3-9

Section C            Description/Specs/Work Statement . . . . . . . . . . . . .  page 10

Section D            Packaging and Marking  . . . . . . . . . . . . . . . . . .  pages 11-12

Section E            Inspections and Acceptance   . . . . . . . . . . . . . . .  pages 13-16

Section F            Deliveries or Performance  . . . . . . . . . . . . . . . .  pages 17-18

Section G            Contract Administration Data   . . . . . . . . . . . . . .  pages 19-21

Section H            Special Contract Requirements  . . . . . . . . . . . . . .  pages 22-30

PART III - CONTRACT CLAUSES

Section I            Contract Clauses   . . . . . . . . . . . . . . . . . . . .  pages 31-77

PART III - DOCUMENTS, EXHIBITS/OTHER ATTACH

Section J            List of Exhibits/Attachments   . . . . . . . . . . . . . .  page 78

                     Exhibit A    . . . . . . . . . . . . . . . . . . . . . . .  page 1-55

                     Exhibit B    . . . . . . . . . . . . . . . . . . . . . . .  page 1-34

                     Exhibit C    . . . . . . . . . . . . . . . . . . . . . . .  page 1-53

                     Statement of Work    . . . . . . . . . . . . . . . . . . .  page 1-24
</TABLE>
<PAGE>   3

                                                                    Page 3 of 78



SECTION B - SUPPLIES OR SERVICES AND PRICES/COST



1.               FULL TEXT CLAUSES

B-001                     CONTRACT TYPE

Pursuant to FAR 16.102(b), it is in the Government's best interest to award
this contract with the following contract types which shall be established
within each Delivery Order:

<TABLE>
<CAPTION>
                                  AMIS Coding      Contract Type
                                  -----------      -------------

                                  <S>              <C>
                                       R           COST PLUS AWARD FEE (CPAF)
                                       U           COST PLUS FIXED FEE (CPFF)
                                       J           FIRM FIXED PRICE (FFP)
</TABLE>


                 A. THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE ONLY TO
COST REIMBURSEMENT DELIVERY ORDER EFFORTS.



B-002                     ESTIMATED COST (FULL FUNDING)

Pursuant to FAR 52.232-20, "Limitation of Cost, "SECTION I hereof, the
estimated cost is $_____________ [to be identified on the individual delivery
order].


B-003                     ESTIMATED COST (INCREMENTALLY FUNDED - COST
                          REIMBURSEMENT)

Pursuant to FAR 52.232-22, "Limitation of Funds," SECTION I hereof, the total
estimated cost is $__________ [TBD at delivery order).  The amount presently
available and allotted to this order is $__________ [TBD at delivery order].
It is contemplated that the funds presently allotted to this order will cover
the work to be performed until (DATE).





                                   Section B
<PAGE>   4

                                                                    Page 4 of 78



B-004                     PAYMENT OF FEE

Pursuant to AFMC FAR 5316.307(b) insert the following clause in Section B of
each Cost Plus Fixed Fee (CPFF), delivery order:

5352.216-9001              PAYMENT OF FEE (JUL 1997)

The estimated cost and fee for this contract are shown below. The applicable
fixed fee or target fee set forth below may be increased or decreased only by
negotiation and modification of the contract for added or deleted work.  As
determined by the Contracting Officer, it shall be paid as it accrues in
regular installments based upon the percentage of completion of work (or the
agree-upon period(s) for term contracts).

Estimated Cost $_______________

(insert target or fixed fee) Fee $_______________ )



                 B.  THE FOLLOWING FULL TEXT CLAUSE IS APPLICABLE ONLY TO
FIXED-PRICE DELIVERY ORDER EFFORTS.


B-005                     TOTAL PRICE [INCREMENTALLY FUNDED - FIXED PRICE]

Pursuant to DFARS 252.232-7007 ~"Limitation of Government's Obligation",
Section H hereof, the total price is $_________ [TBD at delivery order]. The
amount presently available and allotted to this order is $_________ [TBD at
delivery order). In accordance with subparagraph (c), it is contemplated that
the funds presently allotted to this order will cover the work to be performed
until   (DATE)..





                                   Section B
<PAGE>   5

                                                                    Page 5 of 78


II.              CONTRACT LINE ITEMS


<TABLE>
<CAPTION>
                                                                    Quantity                   Unit Price
Item No                   Supplies/Services                         Purch Unit                 Total Item Amount
-------                   -----------------                         ----------                 -----------------
<S>                       <C>                                       <C>                        <C>
0001                      CLIN see class: U                            1                              $
                                                                       LO                             $


                          noun:   FULL SERVICE ENVIRONMENTAL
                                  REMEDIATION EFFORTS
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  fob: D
                          pr/mipr data: FY7624-97-08183 type contract: 9
                          [contract type will be specified in each delivery
                          order]

                          Descriptive Data:
                          The contractor shall provide the necessary effort for
                          environmental remediation of various AFCEE customer
                          sites as set forth in Attachment 1, Statement of Work
                          (SOW), dated 28 Mar 97, and attached to Section J
                          hereof.  Specific work and the total amount shall be
                          defined in individual orders issued pursuant to FAR
                          52.216-18, "Ordering," and IAW the Delivery Order SOW
                          or Statement of Objectives (SOO).


0002                      CLIN see class:  U                        I                         $NSP
                                                                    LO                        $NSP

                          noun:  DATA - EXHIBITS A, B, AND C
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  Fob: D
                          pr/mipr data: FY7624-97-08183 type contract: 9
                          [contract type will be specified in each delivery
                          order]

                          Descriptive Data:
                          The contractor shall provide data in accordance with
                          Contract D Requirements List (CDRL), DD Form 1423
                          dated 28 Mar 97, designated as Exhibits A, B, and C
                          and attached to Section J hereof.  Specific data
                          requirements will be identified on individual
                          delivery orders.  This CLIN is Not Separately Priced
                          (NSP).  The prices associated with this CLIN are to
                          be included with CLIN 0001.
</TABLE>




                                   Section B
<PAGE>   6

                                                                    Page 6 of 78


<TABLE>
<CAPTION>
                                                                    Quantity                   Unit Price
Item No                   Supplies/Services                         Purch Unit                 Total Item Amount
-------                   -----------------                         ----------                 -----------------
<S>                       <C>                                       <C>                        <C>
0003                      CLIN see class: U                             1                              $
                                                                        LO                             $


                          noun:   AWARD FEE POOL - EVALUATION PERIOD 1
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 1.  The period of
                          performance of evaluation period 1 is from _____ to
                          _____ [TBD after contract award].

  0004                    CLIN see class:  U                        I                         $
                                                                    LO                        $


                          noun: AWARD FEE POOL - EVALUATION PERIOD 2
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  Fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 2.  The period of
                          performance of evaluation period 2 is from _____ to
                          _____ [TBD after contract award].

</TABLE>




                                   Section B
<PAGE>   7
                                                                    Page 7 of 78


<TABLE>
<CAPTION>
                                                                    Quantity                   Unit Price
Item No                   Supplies/Services                         Purch Unit                 Total Item Amount
-------                   -----------------                         ----------                 -----------------
<S>                       <C>                                       <C>                        <C>
0005                      CLIN see class: U                              1                             $
                                                                         LO                            $


                          noun:   AWARD FEE POOL - EVALUATION PERIOD 3
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 3.  The period of
                          performance of evaluation period 3 is from _____ to
                          _____ [TBD after contract award].


0006                      CLIN see class:  U                        I                         $
                                                                    LO                        $


                          noun: AWARD FEE POOL - EVALUATION PERIOD 4
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  Fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 4.  The period of
                          performance of evaluation period 4 is from _____ to
                          _____ [TBD after contract award].
</TABLE>





                                   Section B
<PAGE>   8
                                                                    Page 8 of 78


<TABLE>
<CAPTION>
                                                                    Quantity                   Unit Price
Item No                   Supplies/Services                         Purch Unit                 Total Item Amount
-------                   -----------------                         ----------                 -----------------
<S>                       <C>                                       <C>                        <C>
0007                      CLIN see class: U                              1                              $
                                                                         LO                             $


                          noun:   AWARD FEE POOL - EVALUATION PERIOD 5
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 5.  The period of
                          performance of evaluation period 5 is from _____ to
                          _____ [TBD after contract award].


0008                      CLIN see class:  U                        I                         $
                                                                    LO                        $


                          noun: AWARD FEE POOL - EVALUATION PERIOD 6
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 6.  The period of
                          performance of evaluation period 6 is from _____ to
                          _____ [TBD after contract award].
</TABLE>





                                   Section B
<PAGE>   9
                                                                    Page 9 of 78


<TABLE>
<CAPTION>
                                                                    Quantity                   Unit Price
Item No                   Supplies/Services                         Purch Unit                 Total Item Amount
-------                   -----------------                         ----------                 -----------------
<S>                       <C>                                       <C>                        <C>
0009                      CLIN see class: U                             1                              $
                                                                        LO                             $


                          noun:   AWARD FEE POOL - EVALUATION PERIOD 7
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 7.  The period of
                          performance of evaluation period 7 is from _____ to
                          _____ [TBD after contract award].


0010                      CLIN see class:  U                        I                         $
                                                                    LO                        $


                          noun: AWARD FEE POOL - EVALUATION PERIOD 8
                          acrn:            nsn:
                          site codes       pqa: D
                          acp: D                  fob: D
                          pr/mipr data: FY7624-97-08183 type contract: R

                          Descriptive Data:
                          The CLIN is established to accumulate funds and for
                          the payment of the award fee pool for each CPAF
                          delivery order in evaluation period 8.  The period of
                          performance of evaluation period 8 is from _____ to
                          _____ [TBD after contract award].

</TABLE>




                                   Section B
<PAGE>   10
                                                                   Page 10 of 78


                                   SECTION C


                        DESCRIPTION/SPECS/WORK STATEMENT



I.               The work to be performed will be in accordance with the
Statement of Work (SOW) set forth in Attachment I attached to Section J and as
stated in Section B. Specific work requirements will be identified on
individual Delivery Orders through the SOW or Statement of Objectives (SOO).



II.              The specifications for data, as identified in the Contract
Data Requirements List (CDRL), are included herein as Exhibits A, B & C
attached to Section J of the contract. Specific data deliverable requirements
will be identified on individual Delivery Orders.





                                   Section C
<PAGE>   11
                                                           P00001 Page 11 of 78


                                   SECTION D

                             PACKAGING AND MARKING

1.  AFMC FAR SUPPLEMENT CLAUSES IN FULL TEXT

                 THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO BOTH
COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.


5352.247-9008    CONTRACTOR COMMERCIAL PACKAGING AND
                 MARKING (AFMC) (JUL 1997)


(a) Items shall be packaged and marked in accordance with the Contractor's best
commercial practice to ensure undamaged arrival at destination.  Individual
shipments exceeding 150 pounds, 108 inches in length, or 130 inches in girth
plus length shall be packaged on skidded crates or palletized to allow handling
by forklift.

(b) The exterior container shall be marked (readable from 24 inches): "NOT FOR
OUTSIDE STORAGE."


5352.247-9009    MILITARY PACKAGING AND MARKING (AFMC) (JUL 1997)
     


Items shall be packaged in accordance with MIL-STD-2073, Standard Practice for
Military Packaging.  Shipping and storage markings shall be in accordance with
MIL-STD-129, Military Standard Marking for Shipment and Storage.


II.  ADDITIONAL FULL TEXT CLAUSES

                 THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO BOTH
COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFF0RTS.


 D-001           PROHIBITED PACKING MATERIALS

The use of asbestos, excelsior, newspaper or shredded paper (all types
including waxed paper, computer paper and similar hygroscopia or non-neutral
material) is prohibited.

D-002            CAUTION MARKINGS - ASBESTOS MATERIALS

In accordance with 29 CFR 191 0.1001, the following caution labels shall be
placed on all products containing asbestos fibers and to containers of all
items containing asbestos in a form that can be inhaled.

                  CAUTION

                                  Section D
<PAGE>   12
                                                                   Page 12 of 78



                  CONTAINS ASBESTOS FIBERS

                  AVOID CREATING DUST

                  BREATHING ASBESTOS DUST CAN CAUSE SERIOUS BODILY HARM

THE ABOVE LABEL SHALL  BE PRINTED IN LETTERS OF SUFFICIENT SIZE AS TO BE
READILY VISIBLE AND LEGIBLE.

D-003             TRANSPORTATION OF HAZARDOUS WASTE

For the transportation of hazardous wastes and/or contaminated materials to
off-site treatment, storage and/or disposal facilities, see the Statement of
Work paragraph 4.6.3.





                                   Section D
<PAGE>   13
                                                                   Page 13 of 78



                                   SECTION E

                           INSPECTION AND ACCEPTANCE

1.  FEDERAL ACQUISITION REGULATION CLAUSES

                 A.  THE FOLLOWING INCORPORATED BY REFERENCE CLAUSE SHALL BE
APPLICABLE TO COST REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

52.246-13        INSPECTION - DISMANTLING, DEMOLITION, OR REMOVAL
                 OF IMPROVEMENTS (AUG 1996)

                 B.  THE FOLLOWING INCORPORATED BY REFERENCE CLAUSE SHALL BE
APPLICABLE TO FIXED-PRICE DELIVERY ORDER EFFORTS.

52.246-12        INSPECTION OF CONSTRUCTION (AUG 1996)

II.  DEFENSE FAR SUPPLEMENT CLAUSES

                 THE FOLLOWING INCORPORATED BY REFERENCE CLAUSE SHALL BE
APPLICABLE TO BOTH COST REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER
EFFORTS.

252.246-7000     MATERIAL INSPECTION AND RECEIVING REPORT (DEC 1991)

III.  FAR CLAUSE IN FULL TEXT

                 THE FOLLOWING FULL TEXT CLAUSE SHALL BE APPLICABLE TO
COST-REIMBURSEMENT DELIVERY ORDER EFFORTS.

52.246-12        INSPECTION OF CONSTRUCTION (AUG 1996) (DEVIATION)

                 (a) Definition.  "Work" includes, but is not limited to,
materials, workmanship, and manufacture and fabrication of components.

                 (b)  The Contractor shall maintain an adequate inspection
system and perform such inspections as will ensure that the work performed
under the contract conforms to contract requirements.  The Contractor shall
maintain complete inspection records and make them available to the Government.
All work shall be conducted under the general direction of the Contracting
Officer and is subject to Government inspection and test at all places and at
all reasonable times before acceptance to ensure strict compliance with the
terms of the contract.

                 (c) Government inspections and tests are for the sole benefit
of the Government and do not--




                                   Section E
<PAGE>   14
                                      
                                                           P00001 Page 14 of 78

                     (1) Relieve the Contractor of responsibility for providing
                         adequate quality control measures;
                                                           
                     (2) Relieve the Contractor of responsibility for damage to
                         or loss of the material before acceptance;
                                                                   
                     (3) Constitute or imply acceptance; or        
                                                                   
                     (4) Affect the continuing rights of the Government after
                         acceptance of the completed work under paragraph (i)
                         of this section.         


                 (d) The presence or absence of a Government inspector does not
relieve the Contractor from any contract requirement, nor is the inspector
authorized to change any term or condition of the specification without the
Contracting Officer's written authorization.

                 (e) The Contractor shall promptly furnish, at no increase in
the estimated contract price, all facilities, labor, and material reasonably
needed for performing such safe and convenient inspections and tests as may be
required by the Contracting Officer.  The Government shall perform all
inspections and tests in a manner that will not unnecessarily delay the work.
Special, full size, and performance tests shall be performed as described in
the contract.

                 (f) The Contractor shall, at no increase in the estimated
contract price, replace or correct work found by the Government not to conform
to contract requirements, unless in the public interest the Government consents
to accept the work.  The Contractor shall promptly segregate and remove
rejected material from the premises.

                 (g) If the Contractor does not promptly replace or correct
rejected work, the Government may by contract or otherwise, replace or correct
the work.

                 (h) If, before acceptance of the entire work, the Government
decides to examine already completed work by removing it or tearing it out, the
Contractor, on request, shall promptly furnish all necessary facilities, labor,
and material.  The Contracting Officer shall make a contract price adjustment
for the additional services involved in the examination and reconstruction,
including, if completion of the work was thereby delayed, an extension of time.



                                   Section E
<PAGE>   15
                                                                   Page 15 of 78



                                  (i) Unless otherwise specified in the
contract, the Government shall accept, as promptly as practicable after
completion and inspection, all work required by the contract or that portion of
the work the Contracting Officer determines can be accepted separately.
Acceptance shall be final and conclusive except for latent defects, fraud,
gross mistakes amounting to fraud, or the Government's rights under any
warranty or guarantee.

IV.  AFMC FAR SUPPLEMENT CLAUSE IN FULL TEXT

                 THE FOLLOWING FULL TEXT CLAUSE SHALL BE APPLICABLE TO
COST-REIMBURSEMENT AND FIXED PRICE DELIVERY ORDER EFFORTS.

5352.246-9000             MATERIAL INSPECTION AND RECEIVING REPORT
                          OMB NO. 0704-0248 (AFMC) (JUL 1997)

(a) As specified by DFARS, Appendix F, Table 2, a copy of DD Forms 250 shall be
forwarded to the following address:

(1) Forward the purchasing office copy to:         (HSC/PKV)
                                                   [Cognizant Delivery order
                                                    Contract Administrator
                                                   3207 North Road
                                                   Brooks AFB, TX 78235-5363

(2) For shipments involving Military Assistance Program (MAP), Grant Aid (GA),
or Foreign Military Sales (FMS) requirements, an additional copy shall be sent
to: (insert address).

(3) Additional distribution of DD Forms 250 is to be made to the following
 address(es): (insert address(es) or not applicable).

(b) These special instructions shall be included in any subcontract hereunder
where the items purchased from the subcontractor are to be shipped directly to
the U.S. Government or to a foreign destination.

(c) If delivery of , GA, or FMS items to foreign destinations is required, the
copies of DD Forms 250 required by DFARS, Appendix F, Table 2, Material
Inspection and Receiving Report, Special Distribution, shall be forwarded to
the "ship to" address designated in the contract.


V. ADDITIONAL FULL TEXT CLAUSES





                                   Section E
<PAGE>   16
                                                                   Page 16 of 78



                 THE FOLLOWING FULL TEXT CLAUSE SHALL BE APPLICABLE TO BOTH
COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

E-001                     INSPECTION AND ACCEPTANCE

                 (a) Inspection and acceptance of performance shall be made by
the Contracting Officer Representative (COR) designated on the respective
delivery order.

                 (b) Inspection and acceptance of data shall be in accordance
with the Contract Data Requirements List (CDRLS) attached hereto.  In those
instances where the symbol "LT" appears in Block 7 which would otherwise
designate the point for final inspection and acceptance, the place for such
final inspection and acceptance shall be at the office designated in Block 6,
"Requiring office."





                                   Section E
<PAGE>   17
                                                                   Page 17 of 78



                                   SECTION F

                           DELIVERIES OR PERFORMANCE


I.  FEDERAL ACQUISITION REGULATION CLAUSES

                 A.   THE FOLLOWING INCORPORATED BY REFERENCE CLAUSE SHALL BE
APPLICABLE TO BOTH COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

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

                 B.  THE FOLLOWING INCORPORATED BY REFERENCE CLAUSES SHALL BE
APPLICABLE ONLY TO THE COST-REIMBURSEMENT DELIVERY ORDER EFFORTS.

52.211-10        COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK (APR 1984)
                 (DEVIATION)

                 (The information to be inserted in the
                 above-referenced clause is as follows: - In paragraph
                 reference (a), insert "... within [CO fill-in number
                 of calendar days on each delivery order].  - In
                 paragraph reference (c), insert "...not later than
                 [the date specified in Section F of the delivery order.
                 
 52.242-15       STOP-WORK ORDER (AUG 1989)
                 ALTERNATE I (APR 1984) (DEVIATION)
                 
                 C.  THE FOLLOWING INCORPORATED BY REFERENCE CLAUSES SHALL BE
APPLICABLE ONLY TO THE FIXED-PRICE DELIVERY ORDER EFFORTS.

52.211-10        COMMENCEMENT, PROSECUTION AND COMPLETION OF WORK
                          (APR 1984)

                 (The information to be inserted in the
                 above-referenced clause is as follows: - In paragraph
                 reference (a), insert "... within [CO fill-in on each
                 delivery order].  - In paragraph reference (c),
                 insert "...not later than [CO fill-in # of days
                 
or

                     Calendar date on each delivery order].

52.242-14        SUSPENSION OF WORK (APR 1984)





                                   Section F
<PAGE>   18
                                                                   Page 18 of 78



II.  THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO BOTH
COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.


F-001                         DELIVERIES OR PERFORMANCE

The Contractor shall deliver/perform the Item(s) called for in accordance with
the Line Item(s) set forth in the individual delivery orders hereto.  The
abbreviation "U" as may be used means either "Unknown" or "To Be Determined."
The abbreviation "ASREQ" as may be used means "As Required Herein."

F-002                         ORDERING PERIOD

Contract period of performance shall commence upon receipt of a fully executed
contract and continue for ninety-six (96) months thereafter.  No new orders
will be placed after the end of the sixtieth (60th) month.





                                   Section F
<PAGE>   19
                                                                   Page 19 of 78



                                   SECTION G

                          CONTRACT ADMINISTRATION DATA



I.   AF FAR SUPPLEMENT CLAUSE IN FULL TEXT

                 THE FOLLOWING FULL TEXT CLAUSE SHALL BE APPLICABLE TO BOTH COST
REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

5352.232~-9000            REMITTANCE ADDRESS (MAY 1996)
  If the remittance address is different from the mailing address, enter the
remittance address below.  Failure to provide this information may impact
payment.

---------------------------------------------

---------------------------------------------

---------------------------------------------

III.  ADDITIONAL FULL TEXT CLAUSES


                 A.  THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO BOTH
COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

G-001                      ESTIMATED CONTRACT AMOUNT

The total program value for this acquisition is $475,000,000.  The total dollar
value of all orders placed on all contracts awarded will not exceed the total
program value.  The dollar amount of orders placed on any one contract cannot
be determined in advance.  Delivery orders will be placed in accordance with
the terms of this solicitation/contract.


                 B.  THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE ONLY TO
COST-REIMBURSEMENT DELIVERY ORDER EFFORTS.

G-002                     INVOICE AND PAYMENT PROCESS (COST REIMBURSEMENT)

                 (a) A public voucher SF 1034, shall be submitted for each
delivery order to the cognizant Defense Contract Audit Agency (DCAA) office
pursuant to FAR 52.216-7





                                   Section G
<PAGE>   20
                                                                   Page 20 of 78

"Allowable Cost and Payment" clause.  Copies (2) shall be forwarded
concurrently to the cognizant Contract Administrator at HSC/PKV, 3207 North
Road, Brooks AFB, TX 78235-5363, for AFCEE review.  Under the provisions of FAR
42.803(b), the DCAA auditor, as the authorized representative of the
Contracting Officer for examining vouchers received directly from contractors,
will transmit provisionally approved vouchers to the cognizant disbursing
office for payment.

                 (b) Those costs claimed, which are determined by the DCAA
auditor to be unallowable or suspended, will be identified on DCAA Form I
"Notice of Contract Costs Suspended and/or Disapproved," which will be issued
to the contractor, with a copy to cognizant ACO and one to the Contract
Administrator at HSC/PKV.  On such actions of suspended or disapproved costs,
the contractor may appeal in writing to the cognizant ACO, who will make a
determination promptly in writing.  Any final decision by the Contracting
Officer may be appealed thereafter in accordance with the provisions of the
"Disputes" clause of the contract.

                 (c)      (1) For purposes of Award Fee billing, submittal of
the public voucher shall be accompanied by the modification authorizing payment
of Award Fee dollars.

                          (2) For purposes of Fixed Fee billing, the contractor
will submit an invoice to the Contract Administrator at HSC/PKV for the
Contracting Officer Representative's (COR) substantiation and certification as
to agreement of the percentage of work completed and forward approved invoice
to the cognizant disbursement office for payment.

                 (d) Upon delivery order completion, the last voucher under
each delivery order shall be identified as final.  Final payment under each
fixed price delivery order will be made upon final acceptance as evidence by an
executed and approved DD Form 250Z with a contractor assigned shipment number.
The contractor shall forward the DD250Z to the cognizant Contract Administrator
at HSC/PKV, 3207 North Road, Brooks AFB, T'X 78235-5363 for processing.


                 B.  THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO
ONLY THE FIXED-PRICE DELIVERY ORDER EFFORTS.


G-003                     INVOICE AND PAYMENT PROCESS (FIXED-PRICE)

                 (a) Firm-Fixed Price (FFP) delivery order acceptance and
payment will be accomplished in accordance with  FAR 52.232-5. The contractor's
monthly estimate of the amount and value of work accomplished shall be
submitted on a contractor signed and dated "Certificate of Performance" (CP)
accompanied by a completed contractor invoice.  The contractor shall provide
the original plus a copy of the CP and the invoice to the cognizant Contract
Administrator at HSC/PKV, 3207 North Road, Brooks AFB, TX 78235-5363.

                 (b) After approval of the estimate by the Contracting Officer
Representative (COR), the original CP and invoice will be forwarded to the
cognizant disbursing office for payment.

                 (c) Upon delivery order completion, the last invoice under
each delivery order shall be identified as final.  Final payment under each
fixed price delivery order will be





                                   Section G
<PAGE>   21
                                                                   Page 21 of 78

made upon final acceptance as evidence by an executed and approved DD Form 250Z
with a contractor assigned shipment number.  The contractor shall forward the
DD250Z to the cognizant Contract Administrator at HSC/PKV, 3207 North Road,
Brooks AFB, TX 78235-5363 for processing.




                                   Section G
<PAGE>   22
                                                                   Page 22 of 78


                                   SECTION H

                  SPECIAL CONTRACT REQUIREMENTS (SCR) - INDEX



1.  FULL TEXT CLAUSES

                 ANY CLAUSES REQUIRING MODIFICATION FOR OVERSEAS WORK SHALL BE
ADDRESSED AT THE DELIVERY ORDER LEVEL.

<TABLE>
<S>                       <C>
H-001                     COMSEC NOTICE

H-002                     INCORPORATION OF SECTION K OF THE SOLICITATION BY REFERENCE

H-003                     RELEASE OF INFORMATION

*H-004                    BASE FEE

H-005                     LABORATORY REVIEW AND AUDIT PROGRAM

H-006                     LEGAL HOLIDAYS

H-007                     TRANSPORTATION OF HAZARDOUS WASTES AND CONTAMINATED MATERIALS

H-008                     HOURS OF WORK

H-009                     STANDARD COMMERCIAL WARRANTY

H-010                     MINIMUM GUARANTEE

H-011                     CONSTRUCTION PERMIT

H-012                     CONSIDERATION FACTORS FOR DELIVERY ORDERS (SELECTION CRITERIA)

H-013                     ORDERING PROCEDURES

H-014                     TEAMING ARRANGEMENTS
</TABLE>

* Applicable to CPAF orders only





                                   Section H
<PAGE>   23
                                                                   Page 23 of 78



II.  FULL TEXT CLAUSES

                 THE FOLLOWING FULL TEXT CLAUSE SHALL BE APPLICABLE TO BOTH
COSTREIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS, WITH THE EXCEPTION
THAT H-004 ENTITLED, BASE FEE IS APPLICABLE ONLY TO COST-REIMBURSEMENT EFFORTS.

H-001                     COMSEC NOTICE

All communications with DoD organizations are subject to communications
security (COMSEC) review. Contractor personnel will be aware that
telecommunications networks are continually subject to intercept by unfriendly
intelligence organizations.  The DoD has authorized the military departments to
conduct COMSEC monitoring and recording of telephone calls originating from, or
terminating at, DoD organizations. Tberefore, civilian Contractor personnel are
advised that any time they place a call to, or receive a call from, a USAF
organization, they are subject to COMSEC procedures.  The Contractor will
assume the responsibility for ensuring wide and frequent dissemination of the
above information to all employees dealing with official DoD information. (AFI
33-219)

H-002                     INCORPORATION OF SECTION K OF THE SOLICITATION BY
REFERENCE

Pursuant to Federal Acquisition Regulation (FAR) 15.406-1(b), SECTION K of the
solicitation is hereby incorporated herein by reference.

H-003                     RELEASE OF INFORMATION

                 (a)  The Contractor shall not make public release of any
information relating to all or any part of this contract without prior approval
of the Office of Public Affairs, AFCEE/PA, 3207 North Road, Brooks AFB TX
78235-5363.

                 (b) For the purpose of this clause, "information" includes but
is not limited to news releases, articles, manuscripts, brochures,
advertisements, still and motion pictures, speeches, trade association
meetings, symposia, published professional papers, etc. (Except for
deliverables listed in the Delivery Order)

                 (c)  Two copies of any information to be released must be
submitted to AFCEE/PA for security and policy review and clearance 45 days
prior to release.  Information copies will also be sent to the cognizant
Contracting Officer and AFCEE Team Chief.  Papers/presentations co-authored
with an Air Force author may  be submitted by either author.

                 (d)  The Contractor agrees that in the release of information
relating to this contract, such release shall include a statement to the effect
that the project or effort depicted was or is sponsored by the agency set forth
below:

                      The Air Force Center For Environmental Excellence
                     (AFCEE) Brooks AFB Texas





                                   Section H
<PAGE>   24
                                                                   Page 24 of 78

                 (e) Nothing in the foregoing shall affect compliance with the
                 requirements of the clause of this contract entitled "Security
                 Requirements".

                 (f) The Contractor further agrees to include this clause in
any subcontract awarded as a result of this contract.

H-004                 BASE FEE

This contract incorporates the proposed award fee plan of Zero percent for the
base fee and up to Six percent for the award fee.  The Contractor shall receive
a base fee amount of zero percent (0%) of the estimated cost negotiated on each
Cost-Reimbursement delivery order.  Award fee will be determined in accordance
with the Award Fee Plan and Special Contract Requirement AFMC FAR Sup
5352.216-9003 (JUL 1997).

H-005             LABORATORY REVIEW AND AUDIT PROGRAM

                 (a)  The Contractor agrees the laboratory performing analyses
required by this contract shall participate in an inter-laboratory comparison
program conducted by the US EPA, NIOSH, OSHA and/or equivalent laboratories
depending on the type of analyses requested.  This will be subject to audit by
AFCEE and/or its GSE&I contractor representative to ensure that the systems and
procedures described in the contractor's QAPP, laboratory QA/QC plan, and other
supporting documentation are operational and in conformance with contract
requirements.  Evaluation reports on laboratory performance shall be made
available to AFCEE upon request.  AFCEE may also request the contractor to ship
a limited number of duplicate project samples to a referee laboratory and/or to
analyze proficiency test samples provided by AFCEE or its GSE&I contractor.

                 (b)  The field work, field sampling, laboratory analyses and
any other work performed by the Contractor or its subcontractors for this
contract are subject to inspection, review, and audit by AFCEE personnel or
GSE&I contractor representatives under AFCEE direction.  This will be to ensure
that the systems and procedures described in the Contractor's Quality Program
Plan (QPP) and supporting documentation are operational and in conformance with
contract requirements.

                 (c)  GSE&I personnel are not authorized to direct the
Contractor in any manner.  It is expressly understood that the operation of
this clause shall not be the basis of an equitable adjustment. Modifications,
realignment or redirection of the Contractor's technical efforts and/or
contract requirements shall be effected only by written direction of the
Contracting Officer.





                                   Section H
<PAGE>   25
                                                                   Page 25 of 78


H-006            LEGAL HOLIDAYS

        The following legal holidays are observed by each United States Military
                                                                   installation:

<TABLE>
                 <S>                                            <C>
                 New Year's Day                                 01 January
                 Martin Luther King's Birthday                  Third Monday in January
                 President's Day                                Third Monday in February
                 Memorial Day                                   Last Monday in May
                 Independence Day                               04 July
                 Labor Day                                      First Monday in September
                 Columbus Day                                   Second Monday in October
                 Veteran's Day                                  11 November
                 Thanksgiving Day                               Fourth Thursday in November
                 Christmas Day                                  25 December
</TABLE>

NOTE:  Any of the above holidays falling on a Saturday will be observed on the
preceding Friday; holidays falling on a Sunday will be observed on the
following Monday.

H-007     TRANSPORTATION OF HAZARDOUS WASTES AND CONTAMINATED MATERIALS

In the performance of a Delivery Order, the Contractor may be required to
transport hazardous waste and/or contaminated materials to off-site treatment
or disposal facilities.  When such transportation is stipulated, the Contractor
shall comply with the following requirements.

                 (a)  The Contractor shall ensure that all waste transporters
maintain insurance coverage for the transportation of hazardous waste as
prescribed by all Federal, State, and/or local regulations and statutes.

                 (b)  The Contractor shall ensure that all waste transport
contractors provide the Contracting Officer Representative (COR) with a copy of
their completed Resource Conservation and Recovery Act (RCRA) Part A waste
transporter application and a notarized copy of their Environmental Protection
Agency (EPA) waste transport identification number.

                 (c)  The Contractor shall ensure that all waste transport
contractors provide the COR with notarized statements describing the status and
background of any civil or criminal lawsuits filed against them within the last
ten years.

                 (d)  The Contractor shall ensure that only trucks certified by
the manufacturer as meeting the Department of Transportation (DOT) 311 and 312
specifications are used to transport bulked liquid waste.

                 (e)  The Contractor shall ensure that all Installation
Restoration Program (IRP) waste materials transported to any off-site locations
have waste manifests signed by the Government accompanying the shipments.

                 (f) The Contractor shall ensure that all IRP waste materials
transported on public roads have bills of lading accompanying the shipments in
addition to waste manifests.





                                   Section H
<PAGE>   26
                                                                   Page 26 of 78


                 (g) The Contractor shall ensure that all waste transport
vehicle operators comply with the minimum health and safety training
requirements specified by EPA, DOT and the Occupational Safety and Health
Administration (OSHA) for hazardous waste vehicle operators.

                 (h) The Contractor shall obtain letters of commitment from
waste haulers and from treatment, disposal, or recovery facility
owners/operators to haul and accept Air Force waste shipments.  The letters
shall indicate all agreements and commitments for handling and acceptance of
the specified materials as described in each contract.

H-008            HOURS OF WORK

The normal hours of work on military installations (unless otherwise stated)
are from 7:30 am. to 4:30 p.m., Monday through Friday, excluding holidays.  The
lunch period for Contractors requiring escorts is from 11:30 am. to 12:30 p.m.
Access to work sites may be restricted to these hours and days.  For work
during other than normal hours of work, the Contractor shall submit, in
writing, for the Contracting Officer's approval, a notice of any period of
scheduled work at times other than the normal hours of work specified above.
This notice shall be submitted not less than three (3) work days prior to each
period of work scheduled at times other than normal hours of work including
Federal holidays.

H-009            STANDARD COMMERCIAL WARRANTIES

The contractor agrees that any and all supplies or equipment furnished under
this contract shall be covered by the most favorable standard commercial
warranty the contractor gives to any customer and that the rights and remedies
provided herein are in addition to and do not limit any rights afforded to the
Government by any other clause of this contract.  The contractor shall mark all
shipping documents and containers so that any warranted items are readily
identifiable on delivery.  A copy of all warranties and associated information
will be provided to the Government upon completion of the effort.  The
effective date of any warranty will be upon final inspection and acceptance by
the Contracting Officer Representative (COR) designated in the applicable
delivery order in accordance with the "Inspection and Acceptance" clauses in
Section E of this contract.

H-010            MINIMUM GUARANTEE

Notwithstanding FAR 52.216-19, Delivery Order Limitations (APR 1984), if no
orders are placed against this contract, the Contractor shall be paid the
minimum guarantee of $15,000 in total.

H-01 I           CONSTRUCTION PERMIT

                 (a)  Properly approved and coordinated construction permits,
including but not limited to, AF Form 103, easements, drilling permits, rights
of entry, or leases, shall be in place prior to the contractor performing field
activities.  Field activities include, but are not limited to, excavation;
installation of monitoring; extraction and injection wells; performing borings;
installation of treatment systems; groundwater containment systems.

                 (b) AF Form 103 shall be obtained by the contractor from the
designated Air Force base personnel prior to performing field activities on Air
Force property.





                                   Section H
<PAGE>   27
                                                                   Page 27 of 78



                 (c) Easements, drilling permits, rights of entry, or leases
shall be obtained by the contractor from the appropriate Air Force offices
prior to performing any field activities related to off site contamination.

H-012            CONSIDERATION FACTORS FOR DELIVERY ORDERS
                (SELECTION CRITERIA)

In accordance with FAR 16.505 the following procedures will be used by the
Contracting Officer to ensure fair opportunity to be considered in the
placement of delivery orders.  Fair opportunity to be considered for placement
of all delivery orders will consist of a Government review of the following
applicable consideration factors (no relative order of importance):

                 (a) specific technical and/or management capabilities,

                 (b) proximity to the proposed work site,

                 (c) availability of labor and resources,

                 (d) the contractors' performance on prior delivery orders,
                 including:

                             (1) cost control,

                             (2) quality of work,

                             (3) customer satisfaction,

                             (4) compliance with law and regulation especially
regarding local preference and socioeconomic factors.

                 (e) schedule drivers (regulatory drivers, risk, reuse,
obligation rates)

                 (f) cost

Based on the Government review and at the Contracting Officer's discretion, a
delivery order may  be competed using these factors.

The ombudsman shall review complaints from the contractors and ensure that all
contractors are afforded a fair opportunity to be considered, consistent with
the procedures in this clause.  The delivery order ombudsman is the Director of
Contracting, HSC/PK, 8005 9th Street, Brooks AFB TX 78235-5353, (210) 536-6312.





                                   Section H
<PAGE>   28
                                                                   Page 28 of 78


H-013                        ORDERING PROCEDURES

Each delivery order shall be issued in accordance with the following
procedures:

                 (a) Request for Proposal - The Contracting Officer will
furnish the contractor with a written request for proposal.  The request will
include:

                             (1) A description of the specified work and data
items required, including the site location,

                             (2) the anticipated performance period and critical
milestones,

                             (3) any Government-Furnished property, material,
or base support to be made available for performance of the order,

                                  - Site Visit date
                                  - Rough Orders of Magnitude (ROM)
                                  - Lease versus Buy Analysis

                             (4) any other pertinent information, (such as
applicable Davis-Bacon wage rates).

                 (b) Proposal - The Contractor shall, within the time specified
in the order RFP, provide the Contracting Officer an original and copies [as
determined at delivery order level] of the proposal. Additional copies may be
required in accordance with AFMC FAR Sup 5352.2-15-9007 (in Part A of this
Section) and DFARs 215.805-5(a)(1)(A) "Field Pricing Support".  The proposal
shall address:

                             (1) The comprehensive technical and management
approach to accomplish the work effort;

                             (2) a detailed cost or pricing proposal in
accordance with the instructions set forth in the RFP and FAR 15.804-6, Table
15-2;

                             (3) a proposed schedule for completing the delivery
order efforts;

                             (4) proposed Small Business and Small
Disadvantaged Business Subcontract Plan Goals; (if applicable);

                             (5) any other pertinent information;

                 (c) Discussions/Negotiations - The following is based on SCR
H-012:

                             (1) Fair Opportunity to be Considered (one
contractor solicited) - Upon receipt of the proposal, the Contracting Officer
and Technical Representatives will review the proposal and enter into
discussions/negotiations with the contractor as may be necessary.

                             (2) Fair Opportunity to be Considered (multiple
contractors solicited) - Upon receipt of the proposals, the Contracting Officer
and Technical Representatives will review the initial proposals, decide to
award without conducting discussions/negotiations or hold discussion with one
or more contractors. When discussions/negotiations are conducted, each
participating contractor shall be given one opportunity to revise its initial

                                   Section H
<PAGE>   29
                                                                   Page 29 of 78


proposal to reflect any changes that result from the discussions/negotiations.
The Contracting Officer will award the delivery order to the contractor
offering the best value to the government, based on either the initial or a
revised proposal.  Unsuccessful offerors will be notified.

                      (d) At the conclusion of discussions/negotiations, if
requested by the Contracting Officer, the Contractor shall provide a
Certificate of Current Cost or Pricing Data pursuant to FAR 15.804-2 using the
format as set forth in FAR 15.804-4(a), if applicable.  The Contracting Officer
will unilaterally issue a Delivery Order which shall include:

                          (1) Date of the order;

                          (2) Contract and Delivery Order numbers;

                          (3) Statement of Work, including references to
applicable specifications;

                          (4) Applicable Data Item Numbers from the Contract
Data Requirement List (CDRL).

                          (5) any Government-furnished property, material, or
base support to be made available for performance of the order;

                          (6) the agreed-to total amount and appropriate break
out for the specific contract type;

                          (7) accounting and appropriation data;

                          (8) the names, addresses and phone numbers of the
applicable Contracting Officer Representative (COR) as well as any other
necessary points of contact; and

                          (9) any other pertinent information deemed necessary
to the performance of the order.

                 (e) The contractor shall commence all necessary and required
preliminary work, to include but not be limited to, all required permits and/or
bonds, if applicable, and those required data items (see contract Exhibits A, B
and C), upon receipt of a duly executed delivery order or Notice of Award (NOA)
signed by the Contracting Officer.  The Contractor may visit the site to
perform any necessary and required efforts prior to actual mobilization and
start-up at the site.  Pursuant to SCR H-011 and AFMC FAR Supplement
5352.228-9003, the contractor shall not commence actual remedial
action/construction work at the site until receipt of a written
Notice-To-Proceed (NTP) signed by the Contracting Officer.  Prior to issuance
of the NTP, the Government reserves the right to convene a post-award
pre-construction conference at the applicable site. The contractor shall attend
any such conference as directed by the Contracting Officer Representative.  The
contractor shall not deliver any materials or equipment to the site prior to
receipt of an NTP or a written authorization signed by the Contracting Officer
Representative.

H-014             TEAMING ARRANGEMENTS

                 (a) If this contract was awarded from an offer submitted on
 the basis of a major teaming arrangement, the government's consideration of
 the contractor for placement of




                                   Section H
<PAGE>   30
                                                                   Page 30 of 78


delivery orders will reflect the teaming arrangement.  In the event that the
teaming arrangement is dissolved or significantly changed, the government
reserves the right to reconsider the suitability of the changed arrangements
for purposes of issuing delivery orders.

                 (b) Your teaming approach and major team members provided in
your proposal are hereby incorporated as set forth in AFMC FAR clause
5352.215.9005(JUL 1997).  The major teaming partners are listed below:

Sverdrup Civil, Inc., Maryland Heights, MO
Granite Construction Company, 735 W. Beach St., Watsonville, CA
Ferguson-Harbour, Inc., 340 Rockland Road, Hendersonville, TN
ERM Program Management Company, 855 Springdale Dr. Exton PA

                 (c) Should it become advantageous to deviate from the initial
teaming arrangement, the contractor should request approval from the
Contracting Officer before making such arrangements.

                 (d) This does not authorize contractor team arrangements in
violation of antitrust statutes or limit the Government's rights to require
consent to subcontract.  The prime contractor is held fully responsible for
contract performance, regardless of any team arrangement between the prime
contractor and its subcontractors.

                 (e) Notwithstanding the above teaming arrangements and issues
relating to consent, all teaming arrangement (subcontract) pricing must be
supported in accordance with Far 15.806. Subcontract cost and pricing data, as
appropriate, should be presented in the delivery order proposal.





                                   Section H
<PAGE>   31
                                                                   Page 31 of 78


                          SECTION I - CONTRACT CLAUSES



Contract clauses in this section from the FAR, Defense FAR Sup, Air Force FAR
Sup, and Air Force Materiel Command FAR Sup, are current through the following
updates:

FAR:             FAC 97-1, DAC 91-12 and AFMCFARS (Jul 97 version)

NOTICE:  The following contract clauses pertinent to this SECTION are hereby
incorporated by reference.  A deviation has been approved for the use of the
term "delivery order" in lieu of "contract" or "schedule", as appropriate.

1.  FEDERAL ACQUISITION REGULATION CLAUSES

                 A.  THE FOLLOWING INCORPORATED BY REFERENCE CLAUSES SHALL BE
APPLICABLE TO BOTH COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

<TABLE>
<S>              <C>
52.202-1         DEFINITIONS (OCT 1995) ALTERNATE I (APR 1984)
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         CANCELLATION, 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)
                 ALTERNATE II (APR 1984)
52.204-4         PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER (JUN 1996)
52.209-6         PROTECTING THE GOVT'S INTEREST WHEN SUBCONTRACTING WITH
                 CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)
52.211-13        TIME EXTENSIONS (APR 1984)
52.211-15        DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP 1990)
52.215-2         AUDIT AND RECORDS--NEGOTIATION (AUG 1996)
52.215-23        PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA MODIFICATIONS (OCT 1995)
52.215-25        SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS (OCT 1995)
</TABLE>





                                   Section I
<PAGE>   32
                                                                   Page 32 of 78


<TABLE>
<S>                          <C>                                                                             
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 PENSION (PRB)
                             (MAR 1996)
52.215-40                    NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995)
52.215-42                    REQUIREMENTS FOR COST OR PRICING DATA OR
                             INFORMATION OTHER THAN COST OR PRICING DATA-
                             MODIFICATIONS (JAN 1997)
                             ALTERNATE I (OCT 1995)
                             ALTERNATE II (OCT 1995)
                             ALTERNATE III (OCT 1995)
52.216-18                    ORDERING (OCT 1995)
                             (The dates to be inserted in paragraph (a) of the above-referenced clause are "...from the award date
                                                                                                                    --------------
                             through 60 MAC".
                                     ------
52.216-19                    ORDER LIMITATIONS (OCT 1995)
                             (The information to be inserted in the above-referenced clause is as follows:
                             - In paragraph (a), insert "...less than $15,000 ..." as the minimum order.
                                                                      -------
                             - In paragraph (b)(1), insert $475,000,000
                                                           ------------
                             - In paragraph (b)(2), insert $475,000,000
                                                           ------------
                             - In paragraph (b)(3), insert "...within ten (10) days...".
                                                                      --------
                             - In paragraph (d), insert "...within ten (10) days...".)
                                                                   --------
52.216-22                    INDEFINITE QUANTITY (OCT 1995)
                             (Pursuant to paragraph (d) of the above-referenced clause, insert:
                             "96 MAC".
                             --------
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)
52.219-14                    LIMITATIONS ON SUBCONTRACTING (DEC 1996)
52.219-16                    LIQUIDATED DAMAGES--SUBCONTRACTING PLAN (OCT 1995)
52.222-1                     NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)
52.222-3                     CONVICT LABOR (AUG 1996)
52.222-4                     CONTRACT WORK HOURS AND SAFETY STANDARDS ACT-
                             OVERTIME COMPENSATION (JUL 1995)
52.222-6                     DAVIS-BACON ACT (FEB 1995)
52.222-7                     WITHHOLDING OF FUNDS (FEB 1988)
52.222-8                     PAYROLLS AND BASIC RECORDS (FEB 1988)
52.222-9                     APPRENTICES AND TRAINEES (FEB 1988)
</TABLE>





                                   Section I
<PAGE>   33
                                                                   Page 33 of 78


<TABLE>
<S>              <C>
52.222-10        COMPLIANCE WITH COPELAND ACT REQUIREMENTS (FEB 1988)
52.222-11        SUBCONTRACTS (LABOR STANDARDS) (FEB 1988)
52.222-12        CONTRACT TERMINATION - DEBARMENT (FEB 1988)
52.222-13        COMPLIANCE WITH DAVIS-BACON AND RELATED ACT
                 REGULATIONS (FEB 1988)
52.222-14        DISPUTES CONCERNING LABOR STANDARDS (FEB 1988)
52.222-15        CERTIFICATION OF ELIGIBILITY (FEB 1988)
52.222-26        EQUAL OPPORTUNITY (APR 1984)
52.222-27        AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR
                 CONSTRUCTION (APR 1984)
52.222-29        NOTIFICATION OF VISA DENIAL (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)
52.223-5         POLLUTION PREVENTION AND RIGHT TO KNOW INFORMATION (MAR 1997)
52.223-6         DRUG-FREE WORKPLACE (JAN 1997)
52.223-7         NOTICE OF RADIOACTIVE MATERIALS (JAN 1997)
52.223-11        OZONE-DEPLETING SUBSTANCES (JUN 1996)
52.225-11        RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (OCT 1996)
52.225-15        BUY AMERICAN ACT -- CONSTRUCTION MATERIALS UNDER TRADE AGREEMENTS ACT & NORTH AMERICAN FREE TRADE
                 AGREEMENT (JAN 1996)
                 ALTERNATE I (JAN 1996)
52.226-1         UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED ECONOMIC ENTERPRISES (SEP 1996)
52.227-1         AUTHORIZATION AND CONSENT (JUL 1995)
52.227-2         NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (AUG 1996)
52.227-4         PATENT INDEMNITY -- CONSTRUCTION CONTRACTS (APR 1984)
                 ALTERNATE I (APR 1984)
                 - In paragraph (b), insert "None unless otherwise determined at delivery order level".
52.228-2         ADDITIONAL BOND SECURITY (OCT 1997)
52.228-3         WORKERS' COMPENSATION INSURANCE (DEFENSE BASE ACT) (APR 1984)
52.228-4         WORKERS' COMPENSATION & WAR HAZARD INSURANCE OVERSEAS (APR 1984)
52.228-11        PLEDGES OF ASSETS (FEB 1992)
52.228-12        PROSPECTIVE SUBCONTRACTOR REQUEST FOR BONDS (OCT 1995)
</TABLE>





                                   Section I
<PAGE>   34
                                                                   Page 34 of 78


<TABLE>
<S>              <C>
52.228-14        IRREVOCABLE LETTER OF CREDIT (OCT 1997)
52.228-15        PERFORMANCE AND PAYMENT BONDS--CONSTRUCTION (SEP 1996)
52.229-2         NORTH CAROLINA STATE AND LOCAL SALES AND USE TAX (APR 1984)
52.230-2         COST ACCOUNTING STANDARDS (APR 1996)
52.230-6         ADMINISTRATION OF COST ACCOUNTING STANDARDS (APR 1996)
52.232-17        INTEREST (JUN 1996)
52.232-23        ASSIGNMENT OF CLAIMS (JAN 1986)
                 ALTERNATE I (APR 1984)
52.232-27        PROMPT PAYMENT FOR CONSTRUCTION CONTRACTS
                 (MAY 1997)
52.232-33        MANDATORY INFORMATION FOR ELECTRONIC FUNDS
                 TRANSFER PAYMENT (AUG 1996)
52.233-1         DISPUTES (OCT 1995)
52.236-5         MATERIAL AND WORKMANSHIP (APR 1984)
52.236-7         PERMITS AND RESPONSIBILITIES (NOV 1991)
52.242-1         NOTICE OF TO DISALLOW COSTS (APR 1984)
52.242-13        BANKRUPTCY (JUL 1995)
52.243-6         CHANGE ORDER ACCOUNTING (APR 1984)
52.243-7         NOTIFICATION OF CHANGES (APR 1984)
52.248-3         VALUE ENGINEERING-CONSTRUCTION (MAR 1989)
52.251-1         GOVERNMENT SUPPLY SOURCES (APR 1984)
52.253-1         COMPUTER GENERATED FORMS (JAN 1991)
</TABLE>

                 B.   THE FOLLOWING INCORPORATED BY REFERENCE CLAUSES SHALL BE
APPLICABLE ONLY TO THE COST-REIMBURSEMENT  DELIVERY ORDER EFFORTS.

<TABLE>
<S>              <C>
52.216-7         ALLOWABLE COST AND PAYMENT (FEB 1997)
                 ALTERNATE I (MAR 1997)
52.216-9         FIXED FEE CONSTRUCTION (MAR 1997)
52.222-2         PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)
                 [Pursuant to paragraph (a) of the above-referenced clause, the dollar
                 amount agreed to is $ TBD (enter either the negotiated dollar amount or
                                       ---        ------
                 the word "ZERO" prior to award of each delivery order).
52.222-16        APPROVAL OF WAGE RATES (FEB 1988)
52.225-15        BUY AMERICAN ACT - CONSTRUCTION MATERIALS UNDER
                 TRADE AGREEMENTS ACT & NORTH AMERICAN FREE TRADE
                 AGREEMENT (MAY 1997)
                 ALTERNATE I (MAY 1997)
52.229-8         TAXES-FOREIGN COST REIMBURSEMENT CONTRACTS (MAR 1990)
52.229-10        STATE OF NEW MEXICO GROSS RECEIPTS AND COMPENSATING TAX (OCT 1988)
52.232-10        LIMITATION OF COST (APR 1984)
52.232-22        LIMITATION OF FUNDS (APR 1984)
                 (The days to be inserted in paragraphs (c) and (d) is "30" in lieu of "60".
</TABLE>





                                   Section I
<PAGE>   35
                                                                   Page 35 of 78


<TABLE>
<S>              <C>                                                                         <C>
                 The percentage to be inserted in paragraph (c) is " 8 5 %" in lieu of " 75 % .)
52.233-3         PROTEST AFTER AWARD (AUG 1996)
                 ALTERNATE I (JUN 1985)
52.236-8         OTHER CONTRACTS (APR 1984) (DEVIATION)
52.236-11        USE AND POSSESSION PRIOR TO COMPLETION (APR 1984) (DEVIATION)
52.236-12        CLEANING UP (APR 1984) (DEVIATION)
52.236-26        PRECONSTRUCTION CONFERENCE (FEB 1995) (DEVIATION)
52.236-18        WORK OVERSIGHT IN COST-REIMBURSEMENT CONSTRUCTION CONTRACT (APR 1984)
52.236-19        ORGANIZATION AND DIRECTION OF THE WORK (APR 1984)
52.242-3         PENALTIES FOR UNALLOWABLE COSTS (OCT 1995)
52.242-4         CERTIFICATION OF INDIRECT COSTS (JAN 1997)
52.243-2         CHANGES - COST-REIMBURSEMENT (AUG 1987)
                 ALTERNATE III (APR 1984)
52.244-2         SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS) (FEB 1997)
                 ALTERNATE I (AUG 1996)
52.244-5         COMPETITION IN SUBCONTRACTING (DEC 1996)
52.249-6         TERMINATION (COST-REIMBURSEMENT) (MAY 1986)
                 ALTERNATE I (APR 1984)
52.249-14        EXCUSABLE DELAYS (APR 1984)
</TABLE>


                 C.  THE FOLLOWING INCORPORATED BY REFERENCE CLAUSES SHALL BE
APPLICABLE ONLY TO THE FIXED-PRICE DELIVERY ORDER EFFORTS.

<TABLE>
<S>              <C>
52.228-5         INSURANCE - WORK ON A GOVERNMENT INSTALLATION (JAN 1997)
52.229-3         FEDERAL, STATE, AND LOCAL TAXES (JAN 1991)
52.229-5         TAXES - CONTRACT PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO (APR 1984)
52.229-6         TAXES-FOREIGN FIXED-PRICE CONTRACTS (JAN 1991)
52.232-5         PAYMENTS UNDER FIXED-PRICE CONSTRUCTION CONTRACTS (MAY 1997)
52.233-3         PROTEST AFTER AWARD (AUG 1996)
52.236-2         DIFFERING SITE CONDITIONS (APR 1984)
52.236-3         SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK.(APR 1984)
52.236-6         SUPERINTENDENCE BY THE CONTRACTOR (APR 1984)
52.236-8         OTHER CONTRACTS (APR 1984)
52.236-9         PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT, UTILITIES, AND IMPROVEMENTS (APR 1984)
52.236-11        USE AND POSSESSION PRIOR TO COMPLETION (APR 1984)
52.236-12        CLEANING UP (APR 1984)
52.236-13        ACCIDENT PREVENTION (NOV 1991)
52.236-14        AVAILABILITY AND USE OF UTILITY SERVICES (APR 1984)
52.236-21        SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION (FEB 1997)
                 ALTERNATE I (APR 1984)
52.236-26        PRECONSTRUCTION CONFERENCE (FEB 1995)
52.243-4         CHANGES (AUG 1987)
52.244-1         SUBCONTRACTS (FIXED-PRICE CONTRACTS) (FEB 1995)
52.245-2         GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) (DEC 1989)
</TABLE>

                                   Section I
<PAGE>   36

                                                                   Page 36 of 78


<TABLE>
<S>              <C>
                 [(a) Pursuant to AFAC 92-5 1, the coverage provided by the second sentence of subparagraph (c)(2) of the
                 above-referenced clause is hereby waived.]  [(b) The dates fixed by the Contracting Officer for paragraph (i) are
                 "twenty-one (21) calendar days prior to demobilization from the performance site or completion of each delivery
                 order, whichever occurs first, for which Government property is in the possession of the Contractor"]
52.246-21        WARRANTY OF CONSTRUCTION (APR 1984)
52.249-2         TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
                 (FIXED-PRICE) (AUG 1996)
                 ALTERNATE I (APR 1984)
</TABLE>





                                   Section I
<PAGE>   37
                                                                   Page 37 of 78


<TABLE>
<S>              <C>
52.249-3         TERMINATION FOR CONVENIENCE OF THE GOVERNMENT
                 (DISMANTLING, DEMOLITION, OR REMOVAL OF
                 IMPROVEMENTS) (SEP 1996)
52.249-10        DEFAULT (FIXED-PRICE CONSTRUCTION) (APR 1984)
                 ALTERNATE I (APR 1984)
</TABLE>


II.  DEFENSE FAR SUPPLEMENT CLAUSES

                 A.  THE FOLLOWING INCORPORATED BY REFERENCE CLAUSES SHALL BE
APPLICABLE TO BOTH COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

<TABLE>
<S>             <C>
252.201-7000     CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)
252.203-7001     SPECIAL PROHIBITION ON EMPLOYMENT (JUN 1997)
252.203-7002     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 NUC.
                 FORCES (INF) TREATY (NOV 1995)
252.215-7000     PRICING ADJUSTMENTS (DEC 1991)
252.219-701      NOTICE OF PARTIAL SMALL BUSINESS SET-ASIDE WITH
                 PREFERENTIAL CONSIDERATION FOR SMALL DISADVANTAGED
                 BUSINESS CONCERNS (MAY 1995)
                 ALTERNATE I (MAY 1995)
252.219-7003     SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED
                 SMALL BUSINESS SUBCONTRACTING PLAN (DOD CONTRACTS) (APR 1996)
252.219-7004     SMALL, SMALL DISADVANTAGED AND WOMEN-OWNED
                 SMALL BUSINESS SUBCONTRACTING PLAN (TEST
                 PROGRAM) (JUL 1996)
252.219-7005     INCENTIVE FOR SUBCONTRACTING WITH SMALL
                 BUSINESSES, SMALL DISADVANTAGED BUSINESSES, HISTORICALLY BLACK
                 COLLEGES AND UNIVERSITIES AND MINORITY INSTITUTIONS (NOV 1995)
252.219-7008     NOTICE OF EVALUATION PREFERENCE FOR  SMALL
                 DISADVANTAGED BUSINESS CONCERNS-CONSTRUCTION
                 ACQUISITION-TEST PROGRAM (APR 1996)
</TABLE>





                                   Section I
<PAGE>   38
                                                                   Page 38 of 78


<TABLE>
<S>              <C>
252.22-7000      RESTRICTIONS ON EMPLOYMENT OF PERSONNEL (DEC 1991)
                 - Insert for paragraph (a) is "Name of state - Alaska or Hawaii as determined at delivery order level"
                 [NOTE: This clause applies only to delivery orders issued for work in Alaska or Hawaii at a time when that state's
                 unemployment rate exceeds the national unemployment rate.]
252.222-7001     RIGHT OF FIRST REFUSAL OF EMPLOYMENT- CLOSURE OF MILITARY
                 INSTALLATIONS (APR 1993)
252.222-7002     COMPLIANCE WITH LOCAL LABOR LAWS (OVERSEAS) (JUN 1997)
252.222-7004     COMPLIANCE WITH SPANISH SOCIAL SECURITY LAWS AND REGULATIONS (JUN 1997)
252.223-7001     HAZARD WARNING LABELS (DEC 1991)
                 - Insert for paragraph (c), [as determined in delivery order level]
252.223-7002     SAFETY PRECAUTIONS FOR AMMUNITION AND EXPLOSIVES (MAY 1994)
252.223-7004     DRUG-FREE WORK FORCE (SEP 1988)
252.223-7005     HAZARDOUS WASTE LIABILITY (OCT 1992)
252.223-7006     PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS
                 MATERIALS (APR 1993)
252.225-7005     IDENTIFICATION OF EXPENDITURES IN THE UNITED STATES (DEC 1991)
252.225-7012     PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (SEP 1997)
252.225-7031     SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992)
252.225-7041     CORRESPONDENCE IN ENGLISH (JUN 1997)
252.225-7042     AUTHORIZATION TO PERFORM  (JUN 1997)
252.228-7003     CAPTURE AND DETENTION (DEC 1991)
252.228-7006     COMPLIANCE WITH SPANISH LAWS AND INSURANCE (JUN 1997)
252.229-7002     CUSTOMS EXEMPTIONS (GERMANY) (JUN 1997)
252.229-7003     TAX EXEMPTIONS (ITALY) (JUN 1997)
252.229-7004     STATUS OF CONTRACTORS AS A DIRECT CONTRACTOR (SPAIN) (JUN 1997)
252.229-7005     TAX EXEMPTIONS (SPAIN) (JUN 1997)
252.229-7006     VALUE ADDED TAX EXCLUSION (UNITED KINGDOM) (JUN 1997)
252.229-7007     VERIFICATION OF UNITED STATES RECEIPT OF GOODS (JUN 1997)
252.231-7000     SUPPLEMENTAL COST PRINCIPLES (DEC 1991)
252.232-7006     REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF FRAUD
                 (AUG 1992)
252.232-7008     ASSIGNMENT OF CLAIMS (OVERSEAS) (JUN 1997)
252.233-7001     CHOICE OF LAW (OVERSEAS) (JUN 1997)
252.242-7000     POSTAWARD CONFERENCE (DEC 1991)
252.242-7006     COST/SCHEDULE STATUS REPORT PLANS (MAR 1997)
252.245-7000     GOVERNMENT FURNISHED MAPPING, CHARTING ANDGEODESY PROPERTY
                 (DEC 1991)
252.245-7001     REPORTS OF GOVERNMENT PROPERTY (MAY 1994)
</TABLE>





                                   Section I
<PAGE>   39
                                                                   Page 39 of 78


<TABLE>
<S>              <C>
252.249-7002     NOTIFICATION OF PROPOSED PROGRAM TERMINATION OR
                 REDUCTION (AUG 1993)
252.251-7000     ORDERING FROM GOVERNMENT SUPPLY SOURCES
                 (MAY 1995)
</TABLE>

                 B. THE FOLLOWING INCORPORATED BY REFERENCE CLAUSE SHALL BE
APPLICABLE ONLY TO THE COST-REIMBURSEMENT DELIVERY ORDER EFFORTS.

252.242~-7005  COST/SCHEDULE STATUS REPORT (MAR 1997)

                 C. THE FOLLOWING INCORPORATED BY REFERENCE CLAUSES SHALL BE
APPLICABLE TO ONLY THE FIXED-PRICE DELIVERY ORDER EFFORTS.

<TABLE>
<S>              <C>
252.228-7006     PROSPECTIVE SUBCONTRACTOR REQUEST FOR BONDS (SEP 1992)
252.236-7000     MODIFICATION PROPOSALS PRICE BREAKDOWN (DEC 1991)
252.236-7001     CONTRACT DRAWINGS, MAPS, AND SPECIFICATIONS (DEC 1991)
252.236-7005     AIRFIELD SAFETY PRECAUTIONS (DEC 1991)
252.243-7001     PRICING OF CONTRACT MODIFICATIONS (DEC 1991)
</TABLE>


III.  FAR CLAUSES IN FULL TEXT

                 A.  THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO BOTH
COST-REIMBURSEMENT AND FIXED-PRICE DELIVERY ORDER EFFORTS.

52.223-3         HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA
(JAN 1997)

                 (a)  "Hazardous material," as used in this clause, includes
any material defined as hazardous under the latest version of Federal Standard
No. 313 (including revisions adopted during the term of the contract).

                 (b)  The offeror must list any hazardous material, as defined
in paragraph (a) of this clause, to be delivered under this contract.  The
hazardous material shall be properly identified and include any applicable
identification number, such as National Stock Number or Special Item Number.
This information shall also be included on the Material Safety Data Sheet
submitted under this contract.

                 Material (If none, insert "None")       Identification No.
                 [AS DETERMINED AT DELIVERY ORDER LEVEL]

                 (c) The apparently successful offeror, by acceptance of the
contract, certifies that the list in paragraph (b) of this clause is complete.
This list must be updated during





                                   Section I
<PAGE>   40
                                                                   Page 40 of 78


performance of the contract whenever the Contractor determines that any other
material to be delivered under this contract is hazardous.

                 (d)  The apparently successful offeror agrees to submit, for
each item as required prior to award, a Material Safety Data Sheet, meeting the
requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard
No. 313, for all hazardous material identified in paragraph (b) of this clause.
Data shall be submitted in accordance with Federal Standard No. 313, whether or
not the apparently successful offeror is the actual manufacturer of these
items.  Failure to submit the Material Safety Data Sheet prior to award may
result in the apparently successful offeror being considered nonresponsible and
ineligible for award.

                 (e)  If, after award, there is a change in the composition of
the item(s) or a revision to Federal Standard No.  313, which renders
incomplete or inaccurate data submitted under paragraph (d) of this clause or
the certification submitted under paragraph (c) of this clause, the Contractor
shall promptly notify the Contracting Officer and resubmit the data.

                 (f)  Neither the requirements of this clause nor any act or
failure to act by the Government shall relieve the Contractor of any
responsibility or liability for the safety of  Government, Contractor, or
subcontractor personnel or property.

                 (g)  Nothing contained in this clause shall relieve the
Contractor from complying with applicable Federal, State, and local laws,
codes, ordinances, and regulations (including the obtaining of licenses and
permits) in connection with hazardous material.

                 (h) The Government's rights in data furnished under this
contract with respect to hazardous material are as follows:

                           (1) To use, duplicate and disclose any data to which
this clause is applicable.  The purposes of this right are to:
                                  (i) Apprise personnel of the hazards to which
they may be exposed in using handling, packaging, transporting, or disposing of
hazardous materials;

                                 (ii) Obtain medical treatment for those
affected by the material; and

                                (iii) Have others use, duplicate, and disclose
the data for the Government for these purposes.

                           (2) To use, duplicate, and disclose data furnished
under this clause, in accordance with subparagraph (h)(1) of this clause, in
precedence over any other clause of this contract providing for rights in data.





                                   Section I
<PAGE>   41
                                                                   Page 41 of 78


                             (3) The Government is not precluded from using
similar or identical data acquired from other sources.





                                   Section I
<PAGE>   42
                                                                   Page 42 of 78


52.223-14        TOXIC CHEMICAL RELEASE REPORTING (OCT 1996)

                      (a) Unless otherwise exempt, the Contractor, as owner or
operator of a facility used in the performance of this contract, shall file by
July I for the prior calendar year an annual Toxic Chemical Release Inventory
Form (Form R) as described in sections 313(a) and (g) of the Emergency Planning
and Community Right-to-Know Act of 1986 (EPCRA) (42 U.S.C. 11023(a) and (g)),
and section 6607 of the Pollution Prevention Act of 1990 (PPA) (42 U.S.C.
13106).  The Contractor shall file, for each facility subject to the Form R
filing and reporting requirements, the annual Form R throughout the life of the
contract.

                      (b) A Contractor owned or operated facility used in the
                 performance of this contract is exempt from the requirement to
                 file an annual Form R if-

                           (1) The facility does not manufacture, process, or
otherwise use any toxic chemicals listed under section 313(c) of EPCRA, 42
U.S.C. 11023(c);

                           (2) The facility does not have IO or more full-time
employees as specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C.
11023(b)(1)(A);

                           (3) The facility does not meet the reporting
thresholds of toxic chemicals established under section 313(f) of EPCRA, 42
U.S.C. 11023 (f) (including the alternate thresholds at 40 CFR 372.27, provided
an appropriate certification form has been filed with EPA);

                           (4) The facility does not fall within Standard
Industrial Classification Code (SIC) designations 20 through 39 as set forth in
section 19.102 of the Federal Acquisition Regulation (FAR); or

                           (5) The facility is not located within any State of
the United States, the District of Columbia, the Commonwealth of Puerto Rico,
Guam, American Samoa, the United States, Virgin Islands, the Northern Mariana
Islands, or any other territory or possession over which the United States has
jurisdiction.

                 (c) If the Contractor has certified to an exemption in
accordance with one or more of the criteria in paragraph (b) of this clause,
and after award of the contract circumstances change so that any of its owned
or operated facilities used in the performance of this contract is no longer
exempt.

                           (1) The Contractor shall notify the Contracting 
Officer; and





                                   Section I
<PAGE>   43

                                                                   Page 43 of 78



                          (2) The Contractor, as owner or operator of a
facility used in the performance of this contract that is no longer exempt,
shall (i) submit a Toxic Chemical Release Inventory Form (Form R) on or before
July 1 for the prior calendar year during which the facility becomes eligible;
and (ii) continue to file the annual Form R for the life of the contract for
such facility.

                      (d) The Contracting Officer may terminate this contract
or take other action as appropriate, if the Contractor fails to comply
accurately and fully with the EPCRA and PPA toxic chemical release filing and
reporting requirements.

                      (e) Except for acquisitions of commercial items as
defined in FAR Part 12, the Contractor shall-

                          (1) For competitive subcontracts expected to exceed
$100,000 (including all options), include a solicitation provision
substantially the same as the provision at FAR 52.223-13, Certification of
Toxic Chemical Release Reporting; and

                          (2) Include in any resultant subcontract exceeding $1
00,000 (including all options), the substance of this clause, except this
paragraph (e).

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.

52.252-6          AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

                 (a) The use in this solicitation or contract of any Federal
Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation
is indicated by the addition of "(DEVIATION)" after the date of the clause.

                 (b) The use in this solicitation or contract of any Department
of Defense FAR Supplement (48 CFR Chapter 2) clause with an authorized
deviation is indicated by the addition of "(DEVIATION)" after the name of the
regulation.

           B.    THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE ONLY TO 
COST-REIMBURSEMENT DELIVERY ORDER EFFORTS.

52.236-4          PHYSICAL DATA (APR 1984) (DEVIATION)

           Data and information for the contractor's information will be
furnished at the individual delivery order level as required in the Statement
of Work, Paragraph 2.3. The Government  shall not be responsible for any
interpretation of or conclusion drawn from the data or information by the
Contractor.





                                   Section I
<PAGE>   44
                                                                   Page 44 of 78


52.236-9     PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT,
             UTILITIES, AND IMPROVEMENTS (APR 1984) (DEVIATION)

                      (a) The Contractor shall preserve and protect all
structures, equipment, and vegetation (such as trees, shrubs and grass) on or
adjacent to the work site, which are not to be removed and which do not
unreasonably interfere with the work required under this contract.  The
Contractor shall only remove trees when specifically authorized to do so, and
shall avoiddamagingg vegetation that will remain in Place.  If any limbs or
branches of trees are broken during contract performance, or by careless
operation of equipment, or by workmen, the Contractor shall trim those limbs or
branches with a clean cut and paint the cut with a tree pruning compound as
directed by the Contracting Officer.

                      (b) The Contractor shall protect from damage all existing
improvements and utilities

                          (1) at or near the work site, and

                          (2) on adjacent property of a third party, the
locations of which are made known to or should be known by the Contractor.  The
Contractor shall repair any damage to those facilities, including those that
are the property of a third party, resulting from failure to comply with the
requirements of this contract or failure to exercise reasonable care in
performing the work.

52.236-10        OPERATIONS AND STORAGE AREAS (APR 1984) (DEVIATION)

                      (a) The Contractor shall confine all operations
(including storage of materials) on Government premises to areas authorized or
approved by the Contracting Officer.  The Contractor shall hold and save the
Government, it's officers and agents, free and harmless from liability of any
nature occasioned by the Contractor's performance

                      (b) Temporary buildings (e.g., storage sheds, shops,
offices) and utilities may be erected and removed by the Contractor only as
directed by the Contracting Officer.  The temporary buildings and utilities
shall remain the property of the Contractor and shall be removed by the
Contractor upon completion of the work.

                      (c) The Contractor shall, under regulations prescribed by
the Contracting Officer, use only established roadways, or use temporary
roadways constructed by the Contractor when and as authorized by the
Contracting Officer.  When materials are transported in prosecuting the work,
vehicles shall not be loaded beyond the loading capacity  recommended by the
manufacturer of the vehicle or prescribed by any Federal, State, or local law
or regulation.  When it is necessary to cross curbs or sidewalks, the
Contractor shall protect them from damage.  The Contractor shall repair any
damaged curbs, sidewalks, or roads unless directed by the Contracting Officer.

52.236-13         ACCIDENT PREVENTION (NOV 1991) (DEVIATION)

                      (a) The Contractor shall provide and maintain work
environments and procedures which will

                          (1) safeguard the public and Government personnel,
property, materials, supplies, and equipment exposed to Contractor operations
and activities;





                                   Section I
<PAGE>   45
                                                                   Page 45 of 78


                          (2) avoid interruptions of Government operations and
delays in project completion dates; and

                          (3) control costs in the performance of this contract.

                 (b) For these purposes on contracts for construction or
dismantling, demolition, or removal of improvements, the Contractor shall-

                          (1) Provide appropriate safety barricades, signs and
signal lights;

                          (2) Comply with the standards issued by the
Secretary of Labor at 29 CFR part 1926 and 29 CFR part 1910; and

                          (3) Ensure that any additional measures the
Contracting Officer determines to be reasonably necessary for the purposes are
taken.

                  (c) If this contract is for construction or dismantling,
demolition or removal of improvements with any Department of Defense agency or
component, the Contractor shall comply with all pertinent provisions of the
latest version of U.S, Army Corps of Engineers Safety and Health Requirements
Manual, EM 385-1-1, in effect on the date of the solicitation.

                  (d) Whenever the Contracting Officer becomes aware of any
noncompliance with these requirements or any condition which poses a serious or
imminent danger to the health or safety of the public or Government personnel,
the Contracting Officer shall notify the Contractor orally, with written
confirmation, and request immediate initiation of corrective action.  This
notice, when delivered to the Contractor or the Contractor's representative at
the work site, shall be deemed sufficient notice of the noncompliance and that
corrective action is required.  After receiving the notice, the Contractor
shall immediately take corrective action.  If the Contractor fails or refuses
to promptly take corrective action, the Contracting Officer may issue an order
stopping all or part of the work until satisfactorily corrective action has
been taken.  The contractor shall not be entitled to any equitable adjustment
in fee on any individual delivery order or any stop work order issued under
this clause.

                  (e) The Contractor shall insert this clause, including
this paragraph (e), with appropriate changes in the designation of the parties,
in subcontracts.

52.236-21        SPECIFICATIONS AND DRAWINGS FOR CONSTRUCTION (FEB 1997)
   (DEVIATION)

                 (a)  The Contractor shall keep on the work site a copy of the
drawings and specifications and shall at all times give the Contracting Officer
access thereto.  Anything mentioned in the specifications and not shown on the
drawings, or shown on the drawings and not mentioned in the specifications,
shall be of like effect as if shown or mentioned in both.  In case of
difference between drawings and specifications, the specifications shall
govern.  In case of discrepancy in the figures, in the drawings, or in the
specifications, the matter shall be promptly submitted to the Contracting
Officer, who shall promptly make a determination in writing.  Any adjustment by
the Contractor without such a determination shall be at its own risk subject to
disallowance of costs.  The Contracting Officer shall furnish from time to time
such detailed drawings and other information as considered necessary, unless
otherwise provided.





                                   Section I
<PAGE>   46
                                                                   Page 46 of 78


                      (b) Wherever in the specifications or upon the drawings
the words "directed", "required", "ordered", "designated", "prescribed", or
words of like import are used, it shall be understood that the "direction",
"requirement", "order", "designation", or "prescription", of the Contracting
Officer is intended and similarly the words "approved", "acceptable",
"satisfactory", or words of like import shall mean "approved by", or
"acceptable to", or "satisfactory to" the Contracting Officer, unless otherwise
expressly stated.

                      (c) Where "as shown", "as indicated", "as detailed", or
words of similar import are used, it shall be understood that the reference is
made to the drawings accompanying this contract unless stated otherwise. The
word "provided" as used herein shall be understood to mean "provide complete in
place", that is "furnished and installed".

                      (d) Shop drawings means drawings, submitted to the
Government by the Contractor, subcontractor, or any lower tier subcontractor
pursuant to a construction contract, showing in detail

                           (1) the proposed fabrication and assembly of
structural elements and

                           (2) the installation (i.e., form, fit, and
attachment details) of materials of equipment. It includes drawings, diagrams,
layouts, schematics, descriptive literature, illustrations, schedules,
performance and test data, and similar materials furnished by the contractor to
explain in detail specific portions of the work required by the contract.  The
Government may duplicate, use, and disclose in any manner and for any purpose
shop drawings delivered under this contract.

                      (e) If this contract requires shop drawings, the
Contractor shall coordinate all such drawings, and review them for accuracy,
completeness, and compliance with contract requirements and shall indicate its
approval thereon as evidence of such coordination and review.  Shop drawings
submitted to the Contracting Officer without evidence of the Contractor's
approval may be returned for resubmission.  The Contracting Officer will
indicate an approval or disapproval of the shop drawings and if not approved as
submitted shall indicate the Government's reasons therefor.  Any work done
before such approval shall be at the Contractor's risk and subject to
disallowance of costs.  Approval by the Contracting Officer shall not relieve
the Contractor from responsibility for any errors or omissions in such
drawings, nor from responsibility for complying with the requirements of this
contract, except with respect to variations described and approved in
accordance with (f) below.

                      (f) If shop drawings show variations from the contract
requirements, the Contractor shall describe such variations in writing,
separate from the drawings, at the time of submission.  If the Contracting
Officer approves any such variation, the Contracting Officer shall issue an
appropriate contract modification, except that, if the variation is minor or
does not involve a change in price or in time of performance, a modification
need not be issued.

                      (g) The Contractor shall submit to the Contracting
Officer for approval four copies (unless otherwise indicated) of all shop
drawings as called for under the various headings of these specification. Three
sets (unless otherwise indicated) of all shop drawings, will be retained by the
Contracting Officer and one set will be returned to the Contractor.  Upon
completing the work under this contract the Contractor shall furnish a complete
set of all shop drawings as finally approved.  These drawings shall show all
changes and revisions made up to the time the equipment is completed and
accepted.





                                   Section I
<PAGE>   47
                                                                   Page 47 of 78


52.244-6         SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL
                 COMPONENTS (OCT 1995)

(a) Definition.

"Commercial item," as used in this clause, has the meaning contained in the
clause at 52.202-1, Definitions.

"Subcontract," as used in this clause, includes a transfer of commercial items
between divisions, subsidiaries, or affiliates of the Contractor or
subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and
require its subcontractors at all tiers to incorporate, commercial items or
nondevelopmental items as components of items to be supplied under this
contract.

(c) Notwithstanding any other clause of this contract, the Contractor is not
required to include any FAR provision or clause, other than those listed below
to the extent they are applicable and as may be required to establish the
reasonableness of prices under Part 15, in a subcontract at any tier for
commercial items or commercial components:

(1)  52.222-26, Equal Opportunity (E.O. 11246);

(2)  52.222-35, Affirmative Action for Special Disabled and Vietnam Era
Veterans (38 U.S.C. 4212(a));

(3)  52-222-36, Affirmative Action for Handicapped Workers (29 U.S.C. 793); and

(4)  52.247-64, Preference for Privately Owned U.S.-Flagged Commercial Vessels
(46 U.S.C. 1241) (flow down not required for subcontracts awarded beginning May
1, 1996).

(d) The Contractor shall include the terms of this clause, including this
paragraph (d), in subcontracts awarded under this contract.

52.245-5         GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MAT'ERIAL,
                 OR LABOR-HOUR CONTRACTS) (JUL 1995) (DEVIATION)

                 (a) Government Furnished property.

                           (1) The term "Contractor's managerial personnel," as
used in paragraph (g) of this clause, means any of the Contractor's directors,
officers, managers, superintendents, or equivalent representatives who have
supervision or direction of--

                                (i) All or substantially all of the Contractor's
business;

                                (ii) All or substantially all of the
Contractor's operation at any one plant, or separate location at which the
contract is being performed; or





                                   Section I
<PAGE>   48
                                                                   Page 48 of 78


                                  (iii) A separate and complete major
industrial operation connected with performing this contract.

                           (2) The Government shall deliver to the Contractor,
for use in connection with and under the terms of this contract, the
Government-furnished property described in the Schedule or specifications,
together with such related data and information as the Contractor may request
and as may be reasonably required for the intended use of the property
(hereinafter referred to as "Government-furnished property").

                           (3) The delivery or performance dates for this
contract are based upon the expectation that Government-furnished property
suitable for use will be delivered to the Contractor at the times stated in the
Schedule or, if not so stated, in sufficient time to enable the Contractor to
meet the contract's delivery or performance dates.

                           (4) If Government-furnished property is received by
the Contractor in a condition not suitable for the intended use, the Contractor
shall, upon receipt, notify the Contracting Officer, detailing the facts, and,
as directed by the Contracting Officer and at Government expense, either effect
repairs or modification or return or otherwise dispose of the property.  After
completing the directed action and upon written request of the Contractor, the
Contracting Officer shall make an equitable adjustment as provided in paragraph
(h) of this clause.

                           (5) If Government-furnished property is not
delivered to the Contractor by the required time or times, the Contracting
Officer shall, upon the Contractor's timely written request, make a
determination of the delay, if any, caused the Contractor and shall make an
equitable adjustment in accordance with paragraph (h) of this clause.

                 (b) Changes in Government-furnished property.

                           (1) The Contracting Officer may, by written notice,

                                  (i) decrease the Government-furnished
property provided or to be provided under this contract or

                                  (ii) substitute other Government-furnished
property for the property to be provided by the Government or to be acquired by
the Contractor for the Government under this contract.  The Contractor shall
promptly take such action as the Contracting Officer may direct regarding the
removal, shipment, or disposal of the property covered by this notice.

                           (2) Upon the Contractor's written request, the
Contracting Officer shall make an equitable adjustment to the contract in
accordance with paragraph (h) of this clause, if the Government has agreed in
the Schedule to make such property available for performing this contract and
there is any.

                                  (i) Decrease or substitution in this property
pursuant to subparagraph (b)(1) above; or

                                  (ii) Withdrawal of authority to use property,
if provided under any other contract or lease.

                 (c) Title.





                                   Section I
<PAGE>   49
                                                                   Page 49 of 78


                            (1) The Government shall retain title to all
Government-furnished property.

                            (2) Title to all property purchased by the
Contractor for which the Contractor is entitled to be reimbursed as a direct
item of cost under this contract shall pass to and vest in the Government upon
the vendor's delivery of such property.

                            (3) Title to all other property, the cost of which
is reimbursable to the Contractor, shall pass to and vest in the Government
upon

                                   (i) Issuance of the property for use in
contract performance;

                                  (ii) Commencement of processing of the
property for use in contract performance; or

                                  (iii) Reimbursement of the cost of the
property by the Government, whichever occurs first.

                           (4) All Government-furnished property and all
property acquired by the Contractor, title to which vests in the Government
under this paragraph (collectively referred to as "Government property"), are
subject to the provisions of this clause.  Title to Government property shall
not be affected by its incorporation into or attachment to any property not
owned by the Government, nor shall Government property become a fixture or lose
its identity as personal property by being attached to any real property.

                      (d) Use of Government property.  The Government property
shall be used only for performing this contract, unless otherwise provided in
this contract or approved by the Contracting Officer.

                      (e) Property administration.

                            (1) The Contractor shall be responsible and
accountable for all Government property provided under the contract and shall
comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on
the date of this contract.

                            (2) The Contractor shall establish and maintain a
program for the use, maintenance, repair, protection, and preservation of
Government property in accordance with sound business practice and the
applicable provisions of FAR Subpart 45.5.

                            (3) If damage occurs to Government property, the
risk of which has been assumed by the Government under this contract, the
Government shall replace the items or the Contractor shall make such repairs as
the Government directs.  However, if the Contractor cannot effect such repairs
within the time required, the Contractor shall dispose of the property as
directed by the Contracting Officer.  When any property for which the
Government is responsible is replaced or repaired, the Contracting Officer
shall make an equitable adjustment in accordance with paragraph (h) of this
clause.

                 (f) Access.  The Government and all its designees shall have
access at all reasonable times to the premises in which any Government property
is located for the purpose of inspecting the Government property.

                 (g) Limited risk of loss.


                                   Section I
<PAGE>   50
                                                                   Page 50 of 78


                             (1) The Contractor shall not be liable for loss or
destruction of, or damage to, the Government property provided under this
contract or for expenses incidental to such loss, destruction, or damage,
except as provided in subparagraphs (2) and (3) below.

                             (2) The Contractor shall be responsible for loss
or destruction of, or damage to, the Government property provided under this
contract (including expenses incidental to such loss, destruction, or damage)-
                                  (i) That results from a risk expressly
required to be insured under this contract, but only to the extent of the
insurance required to be purchased and maintained or to the extent of insurance
actually purchased and maintained, whichever is greater;

                                  (ii) That results from a risk that is in fact
covered by insurance or for which the Contractor is otherwise reimbursed, but
only to the extent of such insurance or reimbursement;

 (iii) For which the Contractor is otherwise responsible under the express terms
                                                               of this contract;

                                  (iv) That results from willful misconduct or
lack of good faith on the part of the Contractor's managerial personnel; or

                                  (v) That results from a failure on the part
of the Contractor, due to willful misconduct or lack of good faith on the part
of the Contractor's managerial personnel, to establish and administer a program
or system for the control, use, protection, preservation, maintenance, and
repair of Government property as required by paragraph (e) of this clause.

                            (3)   (i) If the Contractor fails to act as
provided by subdivision (g)(2)(v) above, after being notified (by certified
mail addressed to one of the Contractor's managerial personnel) of the
Government's disapproval, withdrawal of approval, or non-acceptance of the
system or program, it shall be conclusively presumed that such failure was due
to willful misconduct or lack of good faith on the part of the Contractor's
managerial personnel.

                                  (ii) In such event, any loss or destruction
of, or damage to, the Government property shall be presumed to have resulted
from such failure unless the Contractor can establish by clear and convincing
evidence that such loss, destruction, or damage--

                                        (A) Did not result from the
Contractor's failure to maintain an approved program or system; or

                                        (B) Occurred while an approved program
or system was maintained by the Contractor.

                           (4) If the Contractor transfers Government property
to the possession and control of a subcontractor, the transfer shall not affect
the liability of the Contractor for loss or destruction of, or damage to, the
property as set forth above.  However, the Contractor shall require the
subcontractor to assume the risk of, and be responsible for, any loss or
destruction of, or damage to, the property while in the subcontractor's
possession or control, except to the extent that the subcontract, with the
advance approval of the Contracting Officer, relieves the subcontractor from
such liability.  In the absence




                                   Section I
<PAGE>   51
                                                                   Page 51 of 78


of such approval, the subcontract shall contain appropriate provisions
requiring the return of all Government property in as good condition as when
received, except for reasonable wear and tear or for its use in accordance with
the provisions of the prime contract.

                           (5) The Contracting Officer shall notify the
Contracting Officer upon loss or destruction of, or damage to, Government
property provided under this contract, with the exception of low value property
for which loss, damage, or destruction is reported at contract termination,
completion, or when needed for contract performance.  The Contractor shall take
all reasonable action to protect the Government property from further damage,
separate the damaged and undamaged Government property, put all the affected
Government property in the best possible order, and furnish to the Contracting
Officer a statement of-
                                (i) The lost, destroyed, or damaged Government 
property;

                                (ii) The time and origin of the loss, 
destruction, or damage;

                                (iii) All known interests in commingled 
property of which the Government property is a part; and

                        (iv) The insurance, if any, covering any part of or
interest in such commingled property.

                           (6) The Contractor shall repair, renovate, and take
such other action with respect to damaged Government property as the
Contracting Officer directs.  If the Government property is destroyed or
damaged beyond practical repair, or is damaged and so commingled or combined
with property of others (including the Contractor's) that separation is
impractical, the Contractor may, with the approval of and subject to any
conditions imposed by the Contracting Officer, sell such property for the
account of the Government.  Such sales may be made in order to minimize the
loss to the Government, to permit the resumption of business, or to accomplish
a similar purpose.  The Contractor shall be entitled to an equitable adjustment
in the contract price for the expenditures made in performing the obligations
under this subparagraph (g)(6) in accordance with paragraph (h) of this clause.
However, the Government may directly reimburse the loss and salvage
organization for any of their charges.  The Contracting Officer shall give due
regard to the Contractor's liability under this paragraph (g) when making any
such equitable adjustment.

                           (7) The Contractor shall not be reimbursed for, and
shall not include as an item of overhead, the cost of insurance or of any
reserve covering risk of loss or destruction of, or damage to, Government
property, except to the extent that the Government may have expressly required
the Contractor to carry such insurance under another provision of this
contract.

                           (8) In the event the Contractor is reimbursed or
otherwise compensated for any loss or destruction of, or damage to, Government
property, the Contractor shall use the proceeds to repair, renovate, or replace
the lost, destroyed, or damaged Government property or shall otherwise credit
the proceeds to, or equitably reimburse, the Government, as directed by the
Contracting Officer.

                           (9) The Contractor shall do nothing to prejudice the
Government's rights to recover against third parties for any loss or
destruction of, or damage to, Government property.  Upon the request of the
Contracting Officer, the Contractor shall, at the Government's expense, furnish
to the Government all reasonable assistance and



                                   Section I
<PAGE>   52

                                                                   Page 52 of 78


cooperation (including the prosecution of suit and the execution of instruments
of assignment in favor of the Government) in obtaining recovery.  In addition,
where a subcontractor has not been relieved from liability for any loss or
destruction of, or damage to, Government property, the Contractor shall enforce
for the benefit of the Government  the liability of the subcontractor for such
loss, destruction, or damage.

                 (h) Equitable adjustment.  When this clause specifies an
equitable adjustment, it shall be made to any affected contract provision in
accordance with the procedures of the Changes clause.  When appropriate, the
Contracting Officer may initiate an equitable adjustment in favor of the
Government.  The right to an equitable adjustment shall be the Contractor's
exclusive remedy.  The Government shall not be liable to suit for breach of
contract for--

                           (1) Any delay in delivery of Government-furnished
property;

                           (2) Delivery of Government-furnished property 
in a condition not suitable for its intended use;

                           (3) A decrease in or substitution of Government-
furnished property; or

                           (4) Failure to repair or replace Government
property for which the Government is responsible.

                 (i) Final accounting and disposition of Government property.
Upon completing this contract, or at such earlier dates as may be fixed by the
Contracting Officer, the Contractor shall submit, in a form acceptable to the
Contracting Officer, inventory schedules covering all items of Government
property not consumed in performing this contract or delivered to the
Government.  The Contractor shall prepare for shipment, deliver f.o.b. origin,
or dispose of the Government property as may be directed or authorized by the
Contracting Officer.  The net proceeds of any such disposal shall be credited
to the cost of the work covered by this contract or paid to the Government as
directed by the Contracting Officer.  The foregoing provisions shall apply to
scrap from Government property; provided, however, that the Contracting Officer
may authorize or direct the Contractor to omit from such inventory schedules
any scrap consisting of faulty castings or forgings or of cutting and
processing waste, such as chips, cuttings, borings, turnings, short ends,
circles, trimmings, clippings, and remnants, and to dispose of such scrap in
accordance with the Contractor's normal practice and account for it as a part
of general overhead or other reimbursable costs in accordance with the
Contractor's established accounting procedures.

                 (j) Abandonment and restoration of Contractor premises.
Unless otherwise provided herein, the Government-

                           (1) May abandon any Government property in place, at
                           which time all
obligations of the Government regarding such abandoned property shall cease;
and

                           (2) Has no obligation to restore or rehabilitate the
Contractor's premises under any circumstances (e.g., abandonment, disposition
upon completion of need, or contract completion).  However, if the
Government-furnished property (listed in the Schedule or specifications) is
withdrawn or is unsuitable for the intended use, or if other Government
property is substituted, then the equitable adjustment under paragraph (h) of
this clause may properly include restoration or rehabilitation costs.

                 (k) Communications.  All communications under this clause
shall be in writing.



                                   Section I
<PAGE>   53
                                                                Page 53 of 78


                 (l) Overseas contracts.  If this contract is to be performed
outside the United States of America, its territories, or possessions, the
words "Government" and "Government-furnished" (wherever they appear in this
clause) shall be construed as "United States Government" and "United States
Government-furnished," respectively.

                 C.   THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE ONLY
TO FIXED-PRICE DELIVERY ORDER EFFORTS.

52.236-4         PHYSICAL DATA (APR 1984) (DEVIATION)

                 Data and information for the Contractor's information will be
furnished at the individual delivery order level as required in the Statement
of Work, Paragraph 2.3. The Government shall not be responsible for any
interpretation of or conclusion drawn from the data or information by the
Contractor.

52.236-10        OPERATIONS AND STORAGE AREAS (APR 1984)(DEVIATION)

                 (a) The Contractor shall confine all operations (including 
storage of materials) on Government premises to areas authorized or approved 
by the Contracting Officer.

                 (b) Temporary buildings (e.g. storage sheds, shops, offices)
and utilities may be erected by the Contractor only with the approval of the
Contracting Officer and shall be built with labor and materials furnished by the
Contractor without expense to the Government.  The temporary buildings and
utilities shall remain the property of the Contractor and shall be removed by
the Contractor at its expense upon completion of the work.  With the written
consent of the Contracting Officer, the buildings and utilities may be abandoned
and need not be removed.

                 (c) The Contractor shall, under regulations prescribed by the
Contracting Officer, use only established roadways, or use temporary roadways 
constructed by the Contractor when and as authorized by the Contracting Officer.
When materials are transported in prosecuting the work, vehicles shall not be
loaded beyond the loading capacity recommended by the manufacturer of the
vehicle or prescribed by any Federal, State, or local law or regulation.  When
it is necessary to cross curbs or sidewalks, the Contractor shall protect them
from damage.  The Contractor shall repair or pay for the repair of any damaged
curbs, sidewalks, or roads.

IV.              DEFENSE FAR SUPPLEMENT CLAUSES IN FULL TEXT

                 A.  THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO
BOTH COST REIMBURSEMENT AND FIXED PRICE DELIVERY ORDER EFFORTS.

252.247-7023      TRANSPORTATION OF SUPPLIES BY SEA (NOV 1995)





                                   Section I
<PAGE>   54
                                                                   Page 54 of 78


                 (a) Definitions.  As used in this clause --

                             (1) "Components" means articles, materials, and
supplies incorporated directly into end products at any level of manufacture,
fabrication, or assembly by the Contractor or any subcontractor.

                             (2) "Department of Defense" (DoD) means the Army,
Navy, Air Force, Marine Corps, and defense agencies.

                             (3) "Foreign Rag vessel" means any vessel that is
not a U.S.-flag vessel.

                             (4) "Ocean transportation" means any transportation
aboard a ship, vessel, boat, barge, or ferry through international waters.

                             (5) "Subcontractor" means a supplier, material man,
distributor or vendor at any level below the prime contractor whose contractual
obligation to perform results from, or is conditioned upon, award of the prime
contract and who is performing any part of the work or other requirement of the
prime contract.  However, effective May 1, 1996, the term does not include a
supplies, material man, distributor, or vendor of commercial items or
commercial components.

                             (6) "Supplies" means all property, except land and
interests in land, that is clearly identifiable for eventual use by or owned by
the DoD at the time of transportation by sea.

                                  (i) An item is clearly identifiable for
eventual use by the DoD if, for example, the contract documentation contains a
reference to a DoD contract number or a military destination.

                                  (ii) "Supplies" includes (but is not limited
to) public works;  buildings and facilities; ships; floating equipment and
vessels of every character, type, and description, with parts, subassemblies,
accessories, and equipment; machine tools; material; equipment; stores of all
kinds; end items; construction materials; and components of the foregoing.

                             (7) "U.S.-flag vessel" means a vessel of the United
States or belonging to the United States, including any vessel registered or
having national status under the laws of the United States.

                 (b) The Contractor shall employ United States-flag vessels 
in the transportation by sea of any supplies to be furnished in the performance 
of this contract.  The Contractor and its subcontractors may request that the 
Contracting Officer authorize shipment in foreign-flag vessels, or designate 
available U.S.-flag vessels, if the Contractor or a subcontractor believes that:





                                   Section I
<PAGE>   55
                                                                   Page 55 of 78


          (1) U.S.-flag vessels are not available for timely shipment;

          (2) The freight charges are inordinately excessive or unreasonable; or

          (3) Freight charges are higher than charges to private persons for

transportation of like goods.

     (c) The Contractor must submit any request for use of other than U.S.-flag 
vessels in writing to the Contracting Officer at least 45 days prior to the
sailing date necessary to meet its delivery schedules. The Contracting Officer
will process requests submitted after such date(s) as expeditiously as possible,
but the Contracting Officer's failure to grant approvals to meet the shipper's
sailing date will not of itself constitute a compensable delay under this or any
other clause of this contract.  The request shall contain at a minimum --

           (1) Type, weight, and cube of cargo;

           (2) Required shipping date;

           (3) Special handling and discharge requirements;

           (4) Loading and discharge points;

           (5) Name of shipper and consignee;

           (6) Prime contract number; and

           (7) A documented description of efforts made to
secure U.S.-flag vessels, including points of contact (with names and telephone
numbers) with at least two U.S. flag carriers contacted.  Copies of telephone
notes, telegraphic and facsimile message or letters will be sufficient for this
purpose.

     (d) The Contractor shall, within 30 days after each shipment covered by 
this clause, provide the Contracting Officer and the Division of National Cargo,
Office of Market Development, Maritime Administration, U.S. Department of
Transportation, Washington, DC 20590, one copy of the rated on board vessel
operating carrier's ocean bill of lading, which shall contain the following
information -

           (1) Prime contract number;

           (2) Name of vessel;

           (3) Vessel flag of registry;

           (4) Date of loading;

                                   Section I
<PAGE>   56
                                                                   Page 56 of 78


           (5) Port of loading;

           (6) Port of final discharge;

           (7) Description of commodity;

           (8) Gross weight in pounds and cubic feet if available;

           (9) Total ocean freight in U.S. dollars; and

           (10) Name of the steamship company.

      (e) The Contractor agrees to provide with its final invoice under this 
contract a representation that to the best of its knowledge and belief --

           (1) No ocean transportation was used in the performance of this
contract;

           (2) Ocean transportation was used and only U.S.-flag vessels were
used for all ocean shipments under the contract;

           (3) Ocean transportation was used, and the Contractor had the
written consent of the Contracting Officer for all non-U.S.-flag ocean
transportation; or

           (4) Ocean transportation was used and some or all of the shipments
were made on non-U.S.-flag vessels without the written consent of the
Contracting Officer.  The Contractor shall describe these shipments in the
following format:

                 ITEM                   CONTRACT
                 DESCRIPTION            LINE ITEMS                QUANTITY TOTAL

      (f) If the final invoice does not include the required representation, 
the Government will reject and return it to the Contractor as an improper
invoice for the purposes of the Prompt Payment clause of this contract.  In the
event there has been unauthorized use of non-U.S.-flag vessels in the
performance of this contract, the Contracting Officer is entitled to equitably
adjust the contract, based on the unauthorized use.

      (g)         The Contractor shall include this clause, including this 
paragraph (g), in all subcontracts under this contract which exceed the
simplified acquisition threshold in Part 13 of the Federal Acquisition
Regulation.

252.247-7024     NOTIFICATION OF TRANSPORTATION OF SUPPLIES BY SEA (NOV 1995)





                                   Section I
<PAGE>   57
                                                                   Page 57 of 78


                      (a) The Contractor has indicated by the response to the
solicitation provision, Representation of Extent of Transportation by Sea, that
it did not anticipate transporting by sea any supplies.  If, however, after the
award of this contract, the Contractor learns that supplies, as defined in the
Transportation of Supplies by Sea clause of this contract, will be transported
by sea, the Contractor--

                          (1) Shall notify the Contracting Officer of that
fact; and

                          (2) Hereby agrees to comply with all the terms and
conditions of the Transportation of Supplies by Sea clause of this contract.

                      (b) The Contractor shall include this clause, including
this paragraph (b), revised as necessary to reflect the relationship of the
contracting parties, in all subcontracts hereunder, except (effective May 1,
1996) subcontracts for the acquisition of commercial items or components.

252.248-7000     PREPARATION OF VALUE ENGINEERING CHANGE PROPOSALS (MAY 1994)

Prepare value engineering change proposals, for submission pursuant to the
value engineering clause of this contract, in the format prescribed by the
version of MILL-STD-973 in effect on the date of contract award.





                                   Section I
<PAGE>   58
                                                                   Page 58 of 78


                 B. THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE ONLY TO
COST-REIMBURSEMENT DELIVERY ORDER ~EFFORTS.

252.236-7000     MODIFICATION PROPOSALS-PRICE BREAKDOWN (DEC 1991) (DEVIATION)

           (a) The contractor shall furnish an estimated cost and fee breakdown
itemized as required and within the time specified by the Contracting Officer,
with any proposal for a contract modification.

           (b) The estimated cost and fee breakdown -

                          (1) Must include sufficient detail to permit an
analysis of fee and of all costs for-

                                  (i) Material;

                                  (ii) Labor;

                                  (iii) Equipment;

                                  (iv) Subcontracts; and

                                  (v) Overhead; and

                           (2) Must cover all work involved in the
modification, whether the work was deleted, added, or changed.

                                  (c) The contractor shall provide similar
estimated cost and fee breakdowns to support any amounts claimed for
subcontracts.

                                  (d) The contractor's proposal shall include a
justification for any time extension proposed.

                 C. THE FOLLOWING FULL TEXT CLAUSE SHALL BE APPLICABLE ONLY TO
FIXED PRICE DELIVERY ORDER EFFORTS.

252.246-7002     WARRANTY OF CONSTRUCTION (GERMANY)
                 (JUNE 1997)

           (a) ln addition to any other representations in this contract, the 
Contractor warrants, except as provided in paragraph j) of this clause, that
the work performed under this contract conforms to the contract requirements
and is free of any defect of equipment, material, or design furnished or
workmanship performed by the Contractor or any subcontractor or supplier at any
tier.

           (b) This warranty shall continue for the period(s) specified
in Section 13, VOB, Part B, commencing from the date of final acceptance of the
work under this contract.  If the Government takes possession of any part of
the work before final acceptance, this




                                   Section I
<PAGE>   59
                                                                   Page 59 of 78


warranty shall continue for the period(s) specified in Section 13, VOB, Part B,
from the date the Government takes possession.

(c) The Contractor shall remedy, at the Contractor's expense, any failure to
conform or any defect.  In addition, the Contractor shall remedy, at the
Contractor's expense, any damage to Government-owned or -controlled real or
personal property when that damage is the result of--

(I) The Contractor's failure to conform to contract requirements; or

(2) Any defect of equipment, material, or design furnished or workmanship
    performed.

(d) The Contractor shall restore any work damaged in fulfilling the terms and
conditions of this clause.

(e) The Contracting Officer shall notify the Contractor, in writing, within a
reasonable period of time after the discovery of any failure, defect, or
damage.

(f) If the Contractor fails to remedy any failure, defect, or damage within a
reasonable period of time after receipt of notice, the Government  shall have
the right to replace, repair, or otherwise remedy the failure, defect, or
damage at the Contractor's expense.

(g) With respect to all warranties, express or implied, from subcontractors,
manufacturers, or suppliers for work performed and materials furnished under
this contract, the Contractor shall--

(1) Obtain all warranties that would be given in normal commercial practice;

(2) Require all warranties to be executed in writing, for the benefit of the
    Government, if directed by the Contracting Officer; and

(3) Enforce all warranties for the benefit of the Government as directed by the
Contracting Officer.

(h) ln the event the Contractor's warranty under paragraph (b) of this clause
has expired, the Government may bring suit at its expense to enforce a
subcontractor's, manufacturer's, or supplier's warranty.

(i) Unless a defect is caused by the Contractor's negligence, or the negligence
of a subcontractor, or supplier at any tier, the Contractor shall not be liable
for the repair of any defects of material or design furnished by the Government
or for the repair of any damage resulting from any defeat in
Government-furnished material or design.





                                   Section I
<PAGE>   60

                                                                   Page 60 of 78


(J) This warranty shall not limit the Government's right under the Inspection
clause of this contract, with respect to latent defects, gross mistakes, or
fraud.

V.  AF FAR SUP CLAUSES IN FULL TEXT

5352.204-9000    NOTIFICATION OF GOVERNMENT SECURITY ACTIVITY
                 (MAY 1996)

Thirty days before the date contractor operations will begin on base, the
contractor shall notify the security police activity shown in the distribution
block of the DD Form 254, DOD Contract Security Classification Specification,
as to:

                 (a) The name, address, and telephone number of this
contract company's representative and designated alternate in the U.S. or
overseas area, as appropriate;

                 (b) The contract number and military contracting command;

                 (c) The highest classification category of defense
information to which contractor employees will have access;

                 (d) The Air Force installations in the U.S. (in overseas
areas, identify only the APO number(s)) where the contract work will be
performed;

                 (e) The date contractor operations will begin on base in
the U.S. or in the overseas area;

                 (f) The estimated completion date of operations on base
in the U.S. or in the overseas area; and

                 (g) Any changes to information previously provided under
this clause.

This requirement is in addition to visit request procedures contained in DOD
5220.22-M, National Industrial Security Program Operating Manual.

5352.204-9001    VISITOR GROUP SECURITY AGREEMENTS (MAY 1996)

Prior to beginning operations involving classified information on an
installation identified on the DD Form 254 where the contractor is not required
to have a facility security clearance, the contractor shall enter into a
security agreement (or understanding) with the installation commander to ensure
that the contractor's security procedures are properly integrated with those of
the installation.  As a minimum, the agreement shall identify the security
actions which will be performed:

                 (a) By the installation for the contractor, such as
providing storage and. classified reproduction facilities, guard services,
security forms, security inspections under DOD





                                   Section I
<PAGE>   61
                                                                   Page 61 of 78


5220.22-M, classified mail services, security badges, visitor control, and
investigating security incidents; and

                 (b) Jointly by the contractor and the installation, such as
packaging and addressing classified transmittals, security checks, internal
security controls, and implementing emergency procedures to protect classified
material.

5352.216-9001    AWARDING ORDERS UNDER MULTIPLE AWARD
                 CONTRACTS (MAY 1996)

                 (a) All multiple award contractors shall be provided a fair 
opportunity to be considered for each order in excess of $2,500 pursuant to the
procedures established in this clause, unless the Contracting Officer
determines that:

                           (1) The agency 's need for the services or supplies
is of such urgency that providing such opportunity to all such contractors
would result in unacceptable delays;

                            (2) Only one such contractor is capable of
providing the services or supplies at the level of quality required because the
services or supplies ordered are unique or highly specialized;

                            (3) The task or delivery order should be issued on
a sole source basis in the interest of economy or efficiency because it is a
logical follow-on to an order already issued under the contract, provided that
all awardees were given a fair opportunity pursuant to the procedures in this
clause to be considered for the original order; or

                            (4) It is necessary to place an order to satisfy
a minimum guarantee.

                 (b) Unless the procedures in paragraph (a) are used for
awarding individual orders, multiple award contractors will be provided a fair
opportunity to be considered for each order using the following procedures:

                 (c) Under the provisions of the Federal Acquisition
Streamlining Act of 1994, 10 U.S.C. 2304 (c) (Public Law 103-355), a protest is
not authorized in connection with the issuance or proposed issuance of an
individual task or delivery order except for a protest on the grounds that the
order increases the scope, period, or maximum value of the contract under which
the order is issued.

                 (d) For this contract, the designated task or delivery order 
ombudsman is HSC/PK, Director of Contracting, (210) 536-6312.  The task
or delivery order ombudsman is responsible for reviewing complaints from
multiple award contractors and ensuring that all of the contractors are
afforded a fair opportunity to be considered for task and delivery orders in
excess of $2,500, consistent with procedures in the contract. However, it is
not within the designated task or delivery order contract ombudsman's authority
to prevent the issuance of an order or disturb an existing order.





                                   Section I
<PAGE>   62
                                                                   Page 62 of 78


(e) This clause does not guarantee the contractor issuance of any task order or
delivery order above the minimum guarantee(s) stated in [identify clause that
stipulates minimum guarantee(s)] of this contract.

5352.223-9000    ELIMINATION OF CLASS I OZONE DEPLETING SUBSTANCES
                 IN AIR FORCE PROCUREMENT (MAY 1996)

                 (a) It is the Air Force policy to eliminate the use of Class I
Ozone Depleting Substances (ODS) in all Air Force procurement.

                 (b) Unless a specific waiver has been authorized, Air Force
procurement:

                           (1) May not include any specification, standard,
drawing or other document that requires the use of a Class I ODS in the design,
manufacture, test, operation, or maintenance of any system, subsystem, item,
component or process:

                           (2) May not include any specification, standard,
drawing or other document that established a requirement that can only be met
by use of a Class I ODS; and

                           (3) May not require the delivery of any item of
supply that contains a Class I ODS or any service that includes the use of
Class I ODS.

                 (c) For the purposes of the Air Force policy, the following
are Class I ODS:

                           (1) Halons: 1011, 1202, 1211, 1301 and 2402

                           (2) Chloroflurocarbons (CFC):  CFC-11,  CFC-12,
CFC-13, CFC- 111, CFC-112, CFC-113, CFC-114, CFC-115, CFC-211, CFC-212,
CFC-213, CFC-214, CFC-215, CFC-216, and CFC-217.

                           (3) Other controlled substances: carbon
tetrachloride, methyl chloroform, and methyl bromide.

                 (d) The Air Force has reviewed the requirements specified
in this contract to reflect this policy. Where considered essential, specific
authorization has been obtained to continue use of these substances. Notify the
Contracting Officer if any additional Class I ODS have been required in the
performance of this contract or will be delivered as part of end item(s) or
services(s) under this contract.

5352.242-9000    CONTRACTOR ACCESS TO AIR FORCE INSTALLATIONS
                 (MAY 1996)

            (a)  The contractor shall obtain base identification and
vehicle passes for all contractor personnel who make frequent visits to or
perform work on the Air Force installation(s) cited in the contract.
Contractor personnel are required to wear or prominently display installation
identification badges or contractor-furnished, contractor identification badges
while visiting or performing work on the installation.





                                   Section I
<PAGE>   63
                                                                   Page 63 of 78


                 (b) The contractor shall submit a written request on company 
letterhead to the (base point of contract or field engineer) listing the
following: contract number, location of work site, start and stop dates, and
names of employees and subcontractor employees needing access to the base. The
letter will also specify the individual authorized to sign for a request for
base identification credentials or vehicle passes.  When reporting to the
registration office, the authorized contractor individual should provide a
valid driver's license, current vehicle registration and valid vehicle
insurance certificate, to obtain a vehicle pass.

                 (c) During performance of the contract, the contractor
shall be responsible for obtaining required identification for newly assigned
personnel and for prompt return of credentials and vehicle passes for any
employee who no longer requires access to the work site.

                 (d) When work under this contract requires unescorted entry 
to controlled or restricted areas, the contractor shall comply with AFI 31-209,
the Air Force Resource Protection Program, and AFI 31 -501, Personnel Security
Program Management, as applicable.

                 (e) Upon completion or termination of the' contract or
expiration of the identification passes, the prime contractor shall ensure that
all base identification passes issued to employees and subcontractor employees
are returned to the issuing office.

                 (f) Prior to submitting an invoice for final payment, the
prime contractor shall obtain a clearance certification from the issuing office
which states all base identification passes have been turned in, accounted for,
or transferred to a follow-on contract.  This certification shall be submitted
to the base point of contact or base engineer prior to submission of the final
invoice for payment.

                 (g) Failure to comply with these requirements may result
in withholding of final payment.

VI.  AFMC FAR SUP CLAUSES IN FULL TEXT

                 A.  THE FOLLOWING FULL TEXT CLAUSES SHALL BE APPLICABLE TO BOTH
COST-REIMBURSEMENT AND FIXED PRICE DELIVERY ORDER EFFORTS.

5352.211-9001    MILITARY SPECIFICATIONS AND STANDARDS--
                 ALTERNATIVES (AFMC) (JUL 1997)

         The alternative specifications and standards listed herein are approved
substitutes for the military-specifications/standards (MIL-Specs/STDs)  cited
in this contract.  Unless an





                                   Section I
<PAGE>   64
                                                                   Page 64 of 78


alternative is specifically approved by the Government and listed herein, the
superseded or canceled MIL-Specs/STDs cited in this contract shall be
contractually binding.

Originally Cited MIL-Spec/STD Approved Alternative

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

5352.215-9005    INCORPORATION OF CONTRACTOR'S TECHNICAL
                 PROPOSAL (AFMC) (JUL 1997)


                 (a) The following documents are incorporated herein by
reference and made a part of this contract:

Paragraph Nos.___________________________________________________________
through _________________________________ of Contractor's Technical Proposal
(or appropriate document(s) name) Version
No.___________________________________ dated ___________________, entitled
____________________________________________________.

                 (b) Nothing contained in the Contractor's technical proposal
shall constitute a waiver to any other requirement of this contract.  In the
event of any conflict between the Contractor's technical proposal and any other
requirement of the contract, the conflict shall be resolved in accordance with
the Order of Precedence clause.  For purposes of the Order of Precedence clause
the documents listed above shall rank (insert rank order).

                 (c) The detailed technical content of the Contractor's
proposal was an important factor in the selection of the Contractor for award
of this contract.  The documents listed above are now contractually binding.
The Contractor shall not change or otherwise deviate from the content of these
documents without prior written approval from the Contracting Officer.
                 (d) If it is necessary to change the learning arrangements,
performance, design, configuration, or other items specified in the technical
proposal in order to comply with the requirements of the contract clauses,
special contract requirements, or statement of work, the contract shall be
modified appropriately.

                 (e) The Contractor agrees that the documents listed above
reflects the results/responses to all discussions, Clarification Requests
(CRs), and/or Deficiency Reports (DRs) issued during the negotiation process.
If, after contract award, it is discovered that changes made during
negotiations were not incorporated in the Sow and/or technical proposal, such
changes to the Contractor's documents shall be considered administrative in
nature and shall be made by unilateral modification to the contract, at no
change in contract cost or price or other terms and conditions.





                                   Section I
<PAGE>   65
                                                                   Page 65 of 78


5352.217-9010    ASSOCIATE CONTRACTOR AGREEMENTS (AFMC)
                 (JUL 1997)

          (a) The Contractor shall enter into Associate Contractor Agreements
(ACA) for any portion of the contract requiring joint participation in the
accomplishment of the Government requirement.  The agreements shall include the
basis for sharing information, data, technical knowledge, expertise, and/or
resources essential to the integration of the (insert name of the program or
project) which shall ensure the greatest degree of cooperation for the
development of the program to meet the terms of the contract. Associate
contractors are listed in (h) below.

          (b) ACAs shall include the following general information:

                          (1) Identify the associate contractors and their
relationships.

                          (2) Identify the program involved and the relevant
Government contracts of the associate contractors.

                          (3) Describe the associate contractor interfaces
by general subject matter.

                          (4) Specify the categories of information to be
exchanged or support to be provided.

                          (5) Include the expiration date (or event) of  the
                              ACA.

                          (6) Identify potential conflicts between relevant
Government contracts and the ACA; include agreements on protection of
proprietary data and restrictions on employees.

          (c) A copy of such agreement shall be provided to the Contracting
Officer for review before execution of the document by the cooperating
contractors.

          (d) Nothing in the foregoing shall affect compliance with the
requirements of the clause at 5352.209-9002, Organizational Conflict of
lnterest.

          (e) The Contractor is not relieved of any contract requirements or
entitled to any adjustments to the contract terms because of a failure to
resolve a disagreement with an associate contractor.

          (f) Liability for the improper disclosure of any proprietary data
contained in or referenced by any agreement shall rest with the parties to the
agreement, and not the Government.





                                   Section I
<PAGE>   66
                                                                   Page 66 of 78


          (g) All costs associated with the agreements are included in the
negotiated cost of this contract. Agreements may be amended as required by the
Government during the performance of this contract.

          (h) The following contractors are associate contractors with whom
agreements are required:

<TABLE>
<CAPTION>
CONTRACTOR                ADDRESS                           PROGRAM/CONTRACT
<S>                      <C>                                <C>
BOOZ-ALLEN &              300 Convent, Ste 1250             SETA/F41624-94-C-8013
HAMILTON                  San Antonio, TX 78205

WPI                       100 N. E. Loop 410,               GSE&I/F41624-95-D-8141
                          Ste 1200
                          San Antonio, TX 78216

SW RESOURCE               121 Interpark, Ste 103 Data Specialist/
DEVELOPMENT               San Antonio, TX 78216             F41624-96-C-8004
</TABLE>


5352.219-9000    INCORPORATION OF SUBCONTRACTING PLAN
                 (AFMC) (JUL 1997) [applies only to large business]

Special attention is invited to the clause at FAR 52.219-9, Small Business and
Small Disadvantaged Business Subcontracting Plan.  The subcontracting plan
contained in Attachment 2 attached to Section J dated YYMMDD is incorporated
herein by reference.  The small business goal is 25% at award.  The small and
disadvantaged business goal is
 5% at award.  The women owned business goal is 5% at award.

5352.223-9000    USE OF HAZARDOUS MATERIALS IN THE PERFORMANCE OF ON-BASE
                 CONTRACTS (AFMC) (JUL 1997)

          (a) "Hazardous Material" as used in this clause includes any material
defined as hazardous under the latest version of Federal Standard No. 313
(including revisions adopted during the term of the contract).

          (b) The list of hazardous materials identified FAR 52.223-3, Hazardous
Material Identification and Material Safety Data, and DFARS 252.223-7001, Hazard
Warning Labels shall be updated during performance of the contract whenever the
Contractor determines that any other material to be delivered or used on base in
excess of (insert locally specified time Period) and/or a (insert locally
specified quantitv of material) under this contract is hazardous based on
changes in the composition of the item(s) or a revision to Federal Standard No.
313.  Provide written notification of changes in the Material Safety Data Sheets
(MSDSs), including a copy of the updated MSDS, of each item to the identified
point of contact on the installation prior to use of the item on installation.





                                   Section I
<PAGE>   67
                                                                   Page 67 of 78


                 (c) The Contractor shall submit a Contractor Hazardous Material
Report (insert form number), available from (insert installation) (insert
appropriate office, e.g.. Hazardous Material Support Center or Hazardous
Material Cell) at (insert phone number) for each item identified under Section I
clauses referenced above or updates resulting from paragraph (b) of this clause
15 days prior to bringing the items on base.  Update the report at least monthly
(beginning no later than 30 days after the material is brought on base) until
the hazardous material is removed from the base.

                 (d) All hazardous material used on base (including material to
be used for a period of less than 24 hours) shall contain a hazardous material
warning label.  The label shall include a list of the hazardous chemical(s),
material identification which matches the part number and/or trade name on the
MSDS, appropriate hazard warnings (including description of target organs), and
name and address of the chemical manufacturer, importer, or other responsible
party.

                 (e) The Contractor is responsible for conducting and
documenting employee hazard communication training prior to the commencement of
work on base.

                 (f) Neither the requirements of this clause nor any act or
failure to act by the Government shall relieve the Contractor of any
responsibility or liability for the safety of Government, Contractor, or
subcontractor personnel or property.

                 (g) Nothing contained in this clause shall relieve the
Contractor from complying with applicable Federal, State, and local laws, codes,
ordinance, and regulations (including the obtaining of licenses and permits in
conjunction with hazardous material).

                 (h) Notwithstanding any other rights in technical data
specified elsewhere in this contract, the Government may use, duplicate, and
disclose any data to which this clause is applicable to apprise personnel of the
hazards to which they may be exposed and obtain medical treatment for those
affected by the material. In addition, the Government may allow others to use,
duplicate and disclose data for these purposes.


5352.225-9001    ENGLISH LANGUAGE REQUIREMENTS
                 (AFMC) (JUL 1997)

                 (a) Deliver all documents in the English language.

                 (b) Provide an English language speaking person during
in-plant visits, inspections, reviews, audits, and other similar activities.





                                   Section I
<PAGE>   68
                                                                   Page 68 of 78


5352.228-9001    INSURANCE CLAUSE IMPLEMENTATION (AFMC) (JUL 1997)

The Contractor shall obtain and maintain the minimum kinds and amounts of
insurance during performance of this contract as specified by FAR 28.307-2,
Liability, and contemplated by FAR 52.228-5, Insurance--Work on a Government
Installation, and/or 52.228-7, Insurance--Liability to Third Persons.

5352.236-9001    PREPARATION OF MATERIAL APPROVAL
                 SUBMITTALS (AFMC) (JUL 1997)

The submittals contemplated by FAR 52.236-5, Materials and Workmanship, shall
be accomplished on and in accordance with instructions pertaining to AF Form
3000, Material Approval Submittal.

5352.237-9001    CONTRACTOR IDENTIFICATION (AFMC) (JUL 1997)

                 (a)  Contractor personnel and their subcontractors must
identify themselves as Contractors or subcontractors during meetings, telephone
conversations, in electronic messages, or correspondence related to this
contract.

                 (b)  Contractor-occupied facilities (on AFMC or other
Government installations) such as offices, separate rooms, or cubicles must be
clearly identified with Contractor supplied signs, nameplates or other
identification, showing that these are work areas for Contractor or
subcontractor personnel.

5352.243-9001    ADVANCE CHANGE ADJUSTMENT AGREEMENTS
                 (AFMC) (JUL 1997)

                 (a)  Purpose.  This clause establishes a procedure by which
the parties agree to change this contract per the Changes clause of this
contract without an equitable adjustment to the contract price.  The parties
agree that each change not exceeding $5,000.00 [or as otherwise negotiated at
the delivery order level], which also does not affect the contract delivery or
performance schedules or any other contract clause, ter~m or condition shall be
a change having no effect on the contract price.  For cost contracts, there
will be no fee adjustment for each change not exceeding $5.,000.00 [or as
otherwise negotiated at the delivery order level], which does not affect
contract delivery or performance, or any contract clause, term or condition.

                 (b)  Procedure.  When it is proposed to make a change under
the Changes clause and both parties agree that such a change shall require no
equitable adjustment as contemplated by paragraph (a) of this clause, the
Contractor shall submit a written





                                   Section I
<PAGE>   69
                                                                   Page 69 of 78


proposal or offer to accomplish the proposed change without an equitable
adjustment.  If the Contracting Officer determines no adjustment is necessary,
the Contractor's proposal may be accepted by issuing a unilateral modification
using an SF Form 30 or AFMC Form 702, Amendment of Solicitation/Modification of
Contract.  The modification shall (1) be issued under the Changes clause; (2)
cite this clause; (3) reference the Contractor's proposal or offer; and (4)
direct the changes to be made.  The issuance of the modification shall
constitute acceptance of the Contractor's proposal or offer, shall be binding
on both parties, and shall be a full, complete and final settlement for the
directed changes.

5352.243-9002    NOT-TO-EXCEED/NOT-LESS-THAN AGREEMENTS
                 (AFMC) (JUL 1997)

          (a) Prior to the issuance of a change order under this
firm-fixed-price contract, the Contractor shall promptly furnish, upon request
of the Contracting Officer, written agreement as to the maximum (in the case of
an increase) adjustments to the contract price and/or in the delivery schedule
(or time of performance), caused by the change.

* Or in the case of a reduction, a not-less-than amount for the price.

          (b) The Contracting Officer shall also solicit such agreement on
limitations to the adjustments or to any other contract requirements which may
be subject to equitable adjustment by reason of the change. Any such written
agreement shall then be cited in the change order and, upon its issuance, shall
be a binding part of the contract.  In no event shall the definitive equitable
adjustment exceed the delivery schedule (or time of performance) adjustments so
established.  All costs associated with the change order shall be segregated
from other contract costs until the change order has been definitized.  Except
with respect thereto, nothing contained herein shall affect the rights of the
parties to an equitable adjustment by reason of the change, pursuant to the
"Changes" clause.

ALTERNATE III (AFMC) (JUL 1997).

          (a) Prior to the issuance of a change order under this contract, the
Contractor shall promptly furnish, upon request of the Contracting Officer,
written agreement as to the maximum (in the case of an increase) adjustments* to
be made in both the estimated cost and fixed fee, and/or in the delivery
schedule (or time of performance), caused by the change.

* Or in the case of a reduction, a not-less-than amount for both the estimated
cost and the fixed fee.

ALTERNATE IV (AFMC) (JUL 1997).

          (a) Prior to the issuance of a change order under this contract, the
Contractor shall promptly furnish, upon request of the Contracting Officer,
written agreement as to the





                                   Section I
<PAGE>   70
                                                                   Page 70 of 78


maximum (in the case of an increase) adjustments* to be made in both the
estimated cost and base fee and/or in the delivery schedule (or time of
performance), caused by the I change.

* Or in the case of a reduction, a not-less-than amount for both the estimated
cost and base fee.

5352.244-9000    DELETION OF ADVANCE NOTIFICATION/CONSENT
                 REQUIREMENT FOR SUBCONTRACTS (AFMC) (JUL 1997)

Paragraphs (a) and (b) of FAR 52.244-2, Subcontracts (Cost-Reimbursement and
Letter Contracts), do not apply to the following subcontracts, which were
evaluated during negotiations:    (insert approved subcontracts).

This clause shall in no way relieve the Contractor of any responsibility for
performing this contract; shall not create any obligation of the Government to,
or privity with, these subcontractors; shall be without prejudice to any right
or claim of the Government under this contract; and shall not constitute a
determination of the acceptability of the subcontract terms or conditions or
the allowability of any costs under this contract.  Any request for consent to
subcontract for subcontracts not listed above must be processed through the
cognizant Administrative Contracting Officer as required by the "Subcontracts"
clause.

5352.245-9000    GOVERNMENT-FURNISHED PROPERTY (GRP)
                 (AFMC) (JUL 1997)

Pursuant to the Government Property clause herein, the Government shall furnish
the item(s) of property listed below as Government-Furnished Property (GFP) to
the Contractor, f.o.b. (insert origin or destination as appropriate), for use
in performance of this contract.  Upon completion of the contract, the
Contractor shall obtain disposition instructions from the Government Property
Administrator of the activity having responsibility for administration of the
contract.

                 ITEM NR NSN NOUN PART NO QTY DELIVERY DATE

5352.245-9004    BASE SUPPORT (AFMC) (JUL 1997)

Base support shall be provided by the Government to the Contractor in
accordance with this clause.  Failure by the Contractor to comply with the
requirements of this clause shall release the Government, without prejudice,
from its obligation to provide base support by the date(s) required.  If
warranted, and if the Contractor has complied with the requirements of this
clause, an equitable adjustment shall be made if the Government fails to
provide base support by the date(s) required.





                                   Section I
<PAGE>   71
                                                                   Page 71 of 78


          (a) Base support includes Government-controlled working space,
material, equipment, services (including automatic data processing), or other
support (excluding use of the Defense Switched Network (DSN)) which the
Government determines can be made available at, or through, any Air Force
installation where this contract shall be performed.  All Government property in
the possession of the Contractor, provided through the base support clause,
shall be used and managed in accordance with the Government Property clauses.

          (b) The Air Force installations providing the support shall be listed
in subparagraph (e), and the Government support to be furnished by each
installation under this contract shall be listed in subparagraph (f).

          (c) Unless otherwise stipulated in the contract schedule, support
shall be provided on a no-charge-for-use basis and the value shall be a part of
the Government's contract consideration.

          (d) The Contractor agrees to immediately report (with a copy to the
cognizant CAO) inadequacies, defective Government-Furnished Property (GFP), or
nonavailability of support stipulated by the contract schedule, together with a
recommended plan for obtaining the required support. The Government agrees to
determine (within 10 workdays) the validity and extent of the involved
requirement and the method by which it shall be fulfilled (e.g., purchase,
rental, lease, GFP, etc.).  Facilities shall not be purchased under this clause.
Additionally, the Contractor (or authorized representative) shall not purchase,
or otherwise furnish any base support requirement provided by the clause (or
authorize others to do so), without prior written approval of the Contracting
Officer regarding the price, terms, and conditions of the proposed purchase, or
approval of other arrangements.

          (e) Following are installations where base support will be provided
(insert list of installations).

          (f) The Government support to be furnished under this contract is
(insert list of support items). Because of the nature and location of the work
performed, the value of such equipment is undeterminable. The Contractor shall
not incur any cost resulting from nonsupport prior to Contracting Officer
concurrence in accordance with this clause.

ALTERNAT'E I (AFMC) (JUL 1997).

          (g) When this contract is a cost, cost-reimbursement,
time-and-materials, or labor hour contract, the Contractor agrees that in the
performance of this contract or any major subcontract no direct or indirect
costs for property will be incurred if the Government determines that property
is available at, or through any Air Force installation where this contract shall
be performed.  Only the prior written approval of the Contracting Officer can
relieve the Contractor from this restriction.





                                   Section I
<PAGE>   72

                                                                   Page 72 of 78


                 B.          THE FOLLOWING FULL TEXT CLAUSES SHALL BE
APPLICABLE TO COSTREIMBURSEMENT DELIVERY ORDER EFFORTS.


5352.216-9003    AWARD FEE (AFMC) (JUL 1997)

(a) In addition to the Zero percent (0%) base fee set forth in H-004 of this
contract, the Contractor may earn an award fee of up to six percent (6%) of the
estimated cost on each delivery order on the basis of performance during the
evaluation periods, and in the amount specified in the award fee plan.

(b) Monitoring of Performance.  The Contractor's performance will be
continually monitored by the performance monitor whose findings are reported to
the Award Fee Review Board (AFRB).  The AFRB recommends an award fee to the Fee
Determining Official (FDO) who makes the final decision of the award fee amount
paid based on the Contractor's performance during the award fee evaluation
period.

(c) Award Fee Plan.  The evaluation criteria and associated grades are
specified in the award fee plan.  The evaluation periods with the associated
award fee pool amounts and performance criteria with associated percentages of
available award fee are also specified in the award fee plan.  Upon contract
award, the Contractor will be provided the FDO-approved award fee plan.

(d) Modification of Award Fee Plan.  Unilateral changes may be made to the
award fee plan if the Contractor is provided written notification by the
Contracting Officer before the start of the upcoming evaluation period.
Changes affecting the current evaluation period must be by bilateral agreement.

(e) Self-Evaluation.  The Contractor may submit to the Contracting Officer,
within five (5) working days after the end of each award fee evaluation period,
a brief written self-evaluation of its performance for that period.  This
self-evaluation shall not exceed (insert number of pages) pages.  This
self-evaluation will be used in the AFRB's evaluation of the Contractor's
performance during this period.

(f) Disputes.  All FDO decisions regarding the award fee, including but not
limited to, the amount of the award fee, if any; the methodology used to
calculate the award fee; the calculation of the award fee; the Contractor's
entitlements to the award fee; and the nature and success of the Contractor's
performance, shall not be subject to the "Disputes" clause nor reviewed by any
Board of Contract Appeal (BCA), court, or other judicial entity.

(g) Award Fee Payment.





                                   Section I
<PAGE>   73
                                                                   Page 73 of 78


(1) Award fee is not subject to the allowable cost, and payment or termination
clauses of this contract.

(2) The Contractor may bill for the award fee immediately upon receipt of the
Contracting Officer's authorization for payment of the earned award fee amount.

5352-228-9000    PAYMENT AND PERFORMANCE BONDS
                 REQUIREMENTS FOR FIXED-PRICE
                 SUBCONTRACTS (AFMC) (JUL 1997)

          (a) Pursuant to DFARS 228.102-1, the requirement for payment and
performance bonds is waived for cost-reimbursement contracts.  In the
performance of this cost reimbursement contact, it is expected that fixed-price
subcontracts for construction or demolition efforts will be used. Therefore, for
fixed-price construction subcontracts greater than $25,000 the prime Contractor
is required to obtain from each construction subcontractor: (1) A payment bond
in favor of the prime Contractor sufficient to pay material and labor costs;
and, (2) A performance bond in an equal amount, if available at no additional
cost.

          (b) When evidence of a performance bond and a payment bond with good
and sufficient surety is required, such evidence shall be delivered to the
Contracting Officer within 10 calendar days after award of the respective
subcontract by the prime Contractor.

          (c) All bonds, including any necessary reinsurance agreements and
construction permits, must be received by the Contracting Officer before a
notice to proceed with the work is issued.

          (b) When evidence of a performance bond and a payment bond with good
and sufficient surety is required, such evidence shall be delivered to the
Contracting Officer within 10 calendar days after award of the respective
subcontract by the prime Contractor.

          (c) All bonds, including any necessary reinsurance agreements and
construction permits, must be received by the Contracting Officer before a
notice to proceed with the work is issued.

                  (a) Pursuant to DFARS 228.102-1, the requirement for payment
and performance bonds is waived for cost-reimbursement contracts.  In the
performance of this cost-reimbursement contract, it is expected that fixed price
subcontracts for construction or demolition efforts will be used. Therefore, for
fixed price construction subcontracts greater than $25,000, the Contractor is
required to obtain from each construction subcontractor:





                                   Section I
<PAGE>   74
                                                                   Page 74 of 78


                       (1) A payment bond in favor of the prime contractor
sufficient to pay material and labor costs; and,

                       (2) A performance bond in an equal amount, if available
at no additional cost.

                 (b) When evidence of a performance bond and a payment bond
with good and sufficient surety is required, such evidence shall be delivered
to the Contracting Officer within 10 calendar days after award of the
respective subcontract by the prime contractor.

                 (c) All bonds, including any necessary reinsurance agreements
and construction permits must be received by the Contracting Officer before a
notice to proceed with the work will be issued.


1.  DFARS CLAUSES IN FULL TEXT

                 THE FOLLOWING FULL TEXT CLAUSE SHALL BE APPLICABLE ONLY TO
FIXED-PRICE DELIVERY ORDER EFFORTS.

252.232-7007     LIMITATION OF GOVERNMENT'S OBLIGATION (AUG)

                 (a) Contract line item 0001 is incrementally funded.  For this 
item, the sum of $________________________ [TBD at each Delivery Order] of the 
total price is presently available for payment and allotted to this contract.
An allotment schedule is set forth in paragraph (i) of this clause.

                      (b) For item(s) identified in paragraph (a) of this 
clause, the Contractor agrees to perform up to the point at which the total
amount payable by the Government, including reimbursement in the event of
termination of those item(s) for the Government's convenience, approximates the
total amount currently allotted to the contract.  The Contractor will not be
obligated to continue work on those item(s) beyond that point.  The Government
will not be obligated in any event to reimburse the Contractor in excess of the
amount allotted to the contract those item(s) regardless of anything to the
contrary in the clause entitled "Termination for Convenience of the Government."
As used in this clause, the total amount payable by the Government in the event
of termination of applicable contract line item(s) for convenience includes
costs, profit, and estimated termination settlement costs for those item(s).

                      (c) Notwithstanding the dates specified in the allotment
schedule in paragraph (i) of this clause, the Contractor will notify the
Contracting Officer in writing at least ninety days prior to the date when, in
the Contractor's best judgment, the work will reach the point at which the
total amount payable by the Government, including any cost for termination for
convenience will approximate 85 percent of the total amount then allotted to
the contract for performance of the applicable item(s).  The notification will
state (1) the estimated date when that point will be reached and (2) an
estimate of additional funding, if any, needed to continue performance of
applicable line items up to the next scheduled date for allotment of funds
identified in paragraph (i) of this clause, or to a




                                   Section I
<PAGE>   75
                                                                   Page 75 of 78


mutually agreed upon substitute date.  The notification will also advise the
Contracting Officer of the estimated amount of additional funds that will be
required for the timely performance of the item(s) funded pursuant to this
clause, for a subsequent period as may be specified in the allotment schedule
in paragraph (i) of this clause or otherwise agreed to by the parties.  If
after such notification additional funds are not allotted by the date
identified in the Contractor's notification, or by an agreed substitute date,
the Contracting Officer will terminate any item(s) for which additional funds
have not been allotted, pursuant to the clause of this contract entitled
"Termination for Convenience of the Government."

          (d) When additional funds are allotted for continued performance of
the contract line item identified in paragraph (a) of this clause, the parties
will agree as to the period of contract performance which will be covered by the
funds.  The provisions of (b) through (d) of this clause will apply in like
manner to the additional allotted funds and agreed substitute date, and the
contract will be modified accordingly.

                      (e) If, solely by reason of failure of the Government to
allot additional funds, by the dates indicated below, in amounts sufficient for
timely performance of the contract line item identified in paragraph (a) of
this clause, the Contractor incurs additional cost or is delayed in the
performance of the work under this contract, and if additional funds are
allotted, an equitable adjustment will be made in the price or prices
(including appropriate target, billing, and ceiling prices where applicable) of
the items or in the time of delivery or both.  Failure to agree to any such
equitable adjustment hereunder will be a dispute concerning a question of fact
within the meaning of the clause of this contract entitled "Disputes."

          (f) The Government may at any time prior to termination allot
additional funds for the performance of the contract line item identified in
paragraph (a) of this clause.

          (g) The termination provisions of this clause do not limit the rights
of the Government under the clause entitled "Default." The provisions of this
clause are limited to the work on and allotment of funds for the contract line
items set forth in paragraph (a) above.  This clause no longer applies once the
contract is fully funded except with regard to the rights or obligations of the
parties concerning equitable adjustments negotiated under paragraphs (d) and (e)
of this clause.

          (h) Nothing in this clause affects the rights of the Government to
terminate this contract pursuant to the clause of this contract entitled
"Termination for Convenience of the Government."

          (i) The parties contemplate that the Government will allot funds to
this contract in accordance with the following schedule:

          On execution of contract                                            $
          (month) (day), 199x [to be determined on each delivery order]       $
          (month) (day), 199y [to be determined on each delivery order]       $
          (month) (day), 199z [to be determined on each delivery order]       $

 252.246-7002    WARRANTY OF CONSTRUCTION (GERMANY) (JUNE 1997)




                                   Section I
<PAGE>   76
                                                                   Page 76 of 78


(a) ln addition to any other representations in this contract, the Contractor
warrants, except as provided in paragraph (j) of this clause, that the work
performed under this contract conforms to the contract requirements and is free
of any defect of equipment, material, or design furnished or workmanship
performed by the Contractor or any subcontractor or supplier at any tier.

(b) This warranty shall continue for the period(s) specified in Section 13,
VOB, Part B, commencing from the date of  final acceptance of the work under
this contract.  If the Government takes possession of any part of the work
before final acceptance, this warranty shall continue for the period(s)
specified in Section 13, VOB, Part B, from the date the Government takes
possession.

(c) The Contractor shall remedy, at the Contractor's expense, any failure to
conform or any defect.  In addition, the Contractor shall remedy, at the
Contractor's expense, any damage to Government-owned or -controlled real or
personal property when that damage is the result of--

(1) The Contractor's failure to conform to contract requirements; or

(2) Any defect of equipment, material, or design furnished or workmanship
    performed.

(d) The Contractor shall restore any work damaged in fulfilling the terms and
conditions of this clause.

(e) The Contracting Officer shall notify the Contractor, in writing, within a
reasonable period of time after the discovery of any failure, defect, or
damage.

(f) lf the Contractor fails to remedy any failure, defect, or damage within a
reasonable period of time after receipt of notice, the Government shall have
the right to replace, repair, or otherwise remedy the failure, defect, or
damage at the Contractor's expense.

(g) With respect to all warranties, express or implied, from subcontractors,
manufacturers, or suppliers for work performed and materials furnished under
this contract, the Contractor shall--

(1) Obtain all warranties that would be given in normal commercial practice;

(2) Require all warranties to be executed in writing, for the benefit of the
    Government, if directed by the Contracting Officer; and

(3) Enforce all warranties for the benefit of the Government as directed by the
Contracting Officer.





                                   Section I
<PAGE>   77

                                                                   Page 77 of 78


(h) In the event the Contractor's warranty under paragraph (b) of this clause
has expired, the Government may bring suit at its expense to enforce a
subcontractor's, manufacturer's, or supplier's warranty.

(i) Unless a defect is caused by the Contractor's negligence, or the negligence
of a subcontractor or supplier at any tier, the Contractor shall not be liable
for the repair of any defects of material or design furnished by the Government
or for the repair of any damage resulting from any defeat in
Government-furnished material or design.

(j) This warranty shall not limit the Government right under the Inspection
clause of this contract, with respect to latent defects, gross mistakes, or
fraud.





                                   Section I
<PAGE>   78
                                                                    Attachment 1
                                                                   Page 78 of 78


                                   SECTION J


                        LIST OF EXHIBITS AND ATTACHMENTS



<TABLE>
<CAPTION>
DOCUMENT         TITLE AND DATA                                              NO. OF PAGES
--------         --------------                                              -------------

<S>              <C>                                                                          <C>
Exhibit A        Contract Data Requirements List (CDRL)                                       55
                 for Technical data dated 28 Mar 97, and Data
                 Item Descriptions (DIDS) with Index

Exhibit B        Contract Data Requirements List (CDRL)                                       34
                 for Management data dated 28 Mar 97, and Data
                 Item Descriptions (DIDS) with Index

Exhibit C        Contract Data Requirements List (CDRL)
                 for Cost data dated 28 Mar 97, and Data
                 Item Descriptions (DIDS) with Index

Atch 1           Statement of Work dated 28 Mar 97
</TABLE>




                                Attachment 1-SOW
<PAGE>   79
                                                                    Attachment 1
                                                                    Page 1 of 24


                                 BASIC CONTRACT
                               STATEMENT OF WORK





                                      FOR



                          FULL SERVICE REMEDIAL ACTION



                                     AT ANY



                               WORLDWIDE LOCATION





                          CONTRACT:  F41624-97-R-8003


                                DATE:  28 MAR 97





                               Attachment 1 - SOW
<PAGE>   80

                                                                    Attachment 1
                                                                    Page 2 of 24


                               TABLE OF CONTENTS


SECTION/PARAGRAPH

1.0                       SCOPE
1.1                       Background

2.0                       APPLICABLE DOCUMENTS
2.1                       Compliance Documents

2.2                       Guidance Documents

2.3                       Delivery Order Specific Documents

3.0                       ADMINISTRATION AND MANAGERIAL REQUIREMENTS
3.1                       Management, Planning, and Reporting Functions
3.1.1                     Integrated Master Schedule
3.1.2                     Project Schedules
3.1.3                     Cost Performance Report
3.1.4                     Contract Funds Status Report
3.1.5                     Cost and Schedule Status Report
3.1.6                     Performance and Cost Report
3.1.7                     Funds and Man-Hour Expenditure Report
3.1.8                     Project Status Report

3.2                       Technical Documents
3.2.1                     Quality Plans
3.2.2                     Technical Plans and Reports
3.2-2.1                   Technical Plans
3.2-2.2                   Technical Reports

3.3                       Meetings

3.4                       Permits

3.5                       Construction Submittals

4.0                       TECHNICAL REQUIREMENTS
4.1                       Containment
4.1.1                     Capping
4.1.2                     Stabilization and Solidification
4.1.3                     Ground Water Physical and Hydraulic Control




                               Attachment 1 - SOW
<PAGE>   81

                                                                    Attachment 1
                                                                    Page 3 of 24


                         Table of Contents (continued)



4.2                Removal
4.2.1              Excavation
4.2.2              Ground Water Pumping
4.2.3              Free Product Removal
4.2.4              Soil Vapor Vacuum Extraction
4.2.5              Drum and Tank Removal
4.2.6              Asbestos Removal
4.2.7              Lead-Based Paint Waste Removal
4.2.8              Radon Monitoring, Reduction, and Removal
4.2.9              Low-level Radioactive Waste
4.2.10             Ordinance Removal
4.2.11             Polychlorinated Biphenyl Removal

4.3                Treatment
4.3.1              Carbon Absorption
4.3.2              Air Stripping
4.3.3              Biological Treatment
4.3.4              Thermal Treatment
4.3.5              Chemical Treatment

4.4                Innovative and Proven Treatment Technologies

4.5                Miscellaneous Requirements
4.5.1              Hydrant Refueling System
4.5.2              Facility Demolition and Site Enhancement and Restoration
4.5.3              Long Term Monitoring and Long Term Operation and Maintenance

4.6                Additional Requirements
4.6.1              Sampling, Testing, Analysis, and Monitoring
4.6-1.1            Sampling
4.6.1.2            Testing and Analysis
4.6-1.3            Process Monitoring
4.6-1.4            Record Keeping
4.6.2              Site Preparation and Clearance
4.6.3              Transportation
4.6.4              Site Closure and Demobilization





                               Attachment 1 - SOW
<PAGE>   82
                                                                    Attachment 1
                                                                    Page 4 of 24

1.0  SCOPE

This basic contract Statement of Work (SOW) defines the scope of remedial
actions that may be carried out under a Delivery Order (DO) at various worldwide
locations. This SOW encompasses the range of methods and technologies supporting
activities necessary to remedy site conditions in accordance with technical and
regulatory requirements. These sites may require proven and/or innovative
technologies and methods to accomplish the work. Innovative technologies and
methods may include those listed in the reports of the Superfund Innovative
Technology Evaluation (SITE) Program published by the US Environmental
Protection Agency (EPA), and those developed under sponsorship of the US Air
Force.

The work to be performed under this basic contract SOW requires environmental
remediation of sites located on US Government (primarily Air Force)
installations as well as any other worldwide site for which the Air Force Center
for Environmental Excellence (AFCEE) customers have responsibility.

The Contractor shall function as an integral team member in support of the AFCEE
mission. These expectations include efficient management of DOs including
accurate, on-time submittals of contract deliverables and timely identification
and solution of impediments to successful project execution. Technical
requirements include early involvement in the process to allow for the
development of the most cost-effective and technically sound remedy. AFCEE will
rely on the contractor's expertise in recognizing and addressing problematic
issues and successful execution of each DO. The Contractor shall perform all
work in accordance with federal, state, and local statutes and regulations.
Remedies shall conform to environmental permit or decision document
requirements.

1. 1  Background

The Air Force is committed to effective compliance and stewardship activities
for Air Force lands, including Government Owned-Contractor Operated (GOCO)
facilities, to provide access to the air, land, and water needed to maintain and
improve Air Force mission capability. This commitment is accomplished by
complying with federal, state, and local environmental statutes and regulations.
Compliance is accomplished under many Air Force programs, several of which have
been implemented to investigate conditions at past hazardous waste disposal and
spill sites and select remedial actions for those sites that pose a threat to
human health and welfare and to the environment. It is the expanded mission of
the AFCEE, as a national asset to the US Government, to provide these same
services and capabilities to other agencies and AFCEE customers, in addressing
similarly aggressive national and international remediation programs, as
requested.





                               Attachment 1 - SOW
<PAGE>   83
                                                                    Attachment 1
                                                                    Page 5 of 24


2.0  APPLICABLE DOCUMENTS

2.1  Compliance Documents

The Contractor shall comply with all federal, Air Force, state, and local
regulatory agency requirements, and applicable statutes, policies, and
regulations, including, but not limited to, those cited by reference below:

                   a.   Occupational Safety and Health Administration (OSHA) Act
                   b.   Department of Transportation (DOT) Regulations
                   c.   National Environmental Policy Act (NEPA)
                   d.   Clean Water Act (CWA)
                   e.   Safe Drinking Water Act (SDWA)
                   f.   Clean Air Act (CAA)
                   g.   Federal Water Pollution Control Act as amended by the 
                        CWA
                   h.   Endangered Species Act
                   i.   Toxic Substances Control Act (TSCA)
                   j.   Resource Conservation and Recovery Act (RCRA), as
                        amended by the Hazardous and Solid Waste Amendments
                        (HWSA)
                   k.   Comprehensive Environmental Response Compensation and
                        Liability Act (CERCLA) as amended by the Superfund
                        Amendments and Reauthorization Act (SARA)
                   1.   National Emission Standards for Hazardous Air
                        Pollutants, Title 40, Code of Federal Regulation (CFR),
                        Part 61, Subparts A and M, US EPA
                   m.   Asbestos Standards, Title 40 CFR, Part 763, Subparts
                        G and E, US EPA
                   n.   National Historic Preservation Act (NHPS)
                   o.   Fish and Wildlife Coordination Act
                   p.   Solid Waste Disposal Act as amended by RCRA of 1976
                   q.   Archaeological and Historical Preservation Act
                   r.   Flood Plain Management, Executive Order (EO) 11988 as
                        amended by EO 12148
                   s.   Act for the Preservation of American Antiquities
                   t.   Archaeological Resources Protection Act
                   u.   Wilderness Act
                   v.   Protection of Wetlands act
                   w.   National Trails Systems Act
                   x.   Marine Protection and Sanctuaries Act
                   y.   Water Bank Act
                   z.   Coastal Zone Management Act
                   aa.  Coastal Barriers Resource Act
                   ab.  Great Lakes Coastal Barrier Act
                   ac.  Farmland Protection Policy
                   ad.  Federal Facility Compliance Act of 1992
                   ae.  Site and project specific Records of Decisions (RoDs).





                               Attachment 1 - SOW
<PAGE>   84
                                                                    Attachment 1
                                                                    Page 6 of 24


                   af.    DoD-STD-100C, Engineering Drawing Practices, 1988
                   ag.    Quality Program Plan (QPP), dated TBD
                   ah.    Department of Defense Standard 6055.9, Ammunition and
                          Explosives Safety Standards
                   ai.    Other federal, state and local regulation and statutes
                          as applicable.
                   aj.    Uniform Building Code, current edition
                   ak.    Construction Specifications Institute Master Format
                          CSI MP-2-1-88, 6 October 1988
                   al.    American Society of Heating Refrigeration and Air
                          Conditioning Engineers, (ASHRAE) Handbooks; 1989
                          Fundamentals, 1990 Refrigeration, 1991 HVAC
                          Applications, and 1992 HVAC Systems and Equipment.
                   am.    National Standard Plumbing Code, current edition
                   an.    Model Quality Assurance Project Plan (QAPP), current
                          edition, Air Force Center for Environmental
                          Excellence/Environmental Restoration Division
                          (AFCEE/~ER), Brooks AFB, TX

2.2  Guidance Documents

The following documents are incorporated by reference herein as guidance:

                    a.    "Interim Guidelines and Specifications for preparing
                          Quality Assurance Project Plans", Quality Assurance
                          Management Staff (QAMS)-005-80, US EPA, 1980

                    b.    Guidance on Setting Permit Conditions and Reporting
                          Trial Bum Results, January 1989, EPA 6256-89091
                          ORD/OSW

                    c.    Preparation of Illustrations for Reports of the US
                          Geological Survey, Plate III, Ridgeway, JL, 1920

                    d.    Guidance on Cleanup of Surface Tank and Drum Sites,
                          PB-87-110672, US EPA, June 1985

                    e.    A Guidance to the Assessment and Remediation of
                          Underground Releases, API Publication 1628, second
                          edition, August 1989.

                    f.    Removal and Disposal of underground Petroleum Storage
                          Tanks, API recommended practice 1604, second edition,
                          December 1987.

                    g.    National Fire Protection Association Standards, 
                          current editions

                    h.    EPA/625/8/8-87/014 September 1987, "A Compendium of
                          Technologies Used in the Treatment of Hazardous
                          Wastes."

                    i.    American Society for Testing and Materials (ASTM)
                          Standards (most current).

                    j.    Water Measurement Manual, Bureau of Reclamation, 1967

                    k.    ANSI Z39.18, Information Sciences - Scientific and
                          Technical Reports Organizations, Preparation, and
                          Production.

                    1.    Remedial Action Cost Engineering and Requirements
                          System, current version.

                    m.    Air Force Engineering Technical Letters (AFETLs).


                    n.    Occupational Safety and Health Guidance Manual for
                          Hazardous Waste Site Activities

                          (NIOSH/OSHA/US Geological Survey/EPA, 1985)





                               Attachment 1 - SOW
<PAGE>   85
                                                                    Attachment 1
                                                                    Page 7 of 24


                    o.    Test Methods for Evaluation Solid Waste
                          Physical/Chemical Methods, current edition,
                          (EPA/SW846).

                    p.    Model Field Sampling Plan (FSP), current edition,
                          AFCEE/ER, Brooks AFB, TX

                    q.    Model Work Plan (WP), current edition, AFCEE/ER,
                          Brooks AFB, TX


2.3              Delivery Order Specific Documents

Documents shall be incorporated as determined at the DO level.





                               Attachment 1 - SOW
<PAGE>   86
                                                                    Attachment 1
                                                                    Page 8 of 24


3.0  ADMINISTRATIVE AND MANAGERIAL REQUIREMENTS

The Contractor shall implement remedial actions as specified in each DO and in
accordance with compliance documents listed in Section 2. 1. The Contractor
shall be familiar with the guidance documents listed in Section 2.2. The
Contractor shall supply all labor, equipment, and materials necessary to
accomplish the work assigned unless otherwise specified in each DO. The
Contractor shall perform management and planning functions as well as
performance measurement and fund status reporting during the course of this
effort.

3.1              Management, Planning, and Reporting Requirements

The Contractor shall plan project activities and develop, implement, and
maintain schedules of project events, describe the status of resources, report
on activity and progress toward accomplishing objectives, and document the
results of project efforts for each DO.

3.1.1            Integrated Master Schedule

The Contractor shall prepare a work breakdown structure (WBS) or equivalent task
breakdown for each DO. The breakdown structures shall be used to report schedule
status. The Contractor shall provide an Integrated Master Schedule for the task
specific DO. (Contract Data Requirements Lists [CDRLS] B001, B002)

3.1.2            Project Schedules

The Contractor shall prepare a computer generated network analysis which is a
detailed task plan for all tasks for approval by the COR. The network analysis
(e.g., GANTT, PERT, CPM) shall be in the form of a progress chart of suitable
scale to indicate appropriately the percentage of work scheduled for completion
by any given date during the period of the DO. The Network Analysis shall show
both serial and parallel sub-tasks leading to a deliverable product/report. Show
early and late start and completion date with float. (CDRL B003)

3.1.3            Cost Performance Report

The Contractor shall implement and maintain a performance measurement system to
support the gathering of cost and schedule data for the purpose of determining
program status. The WBS or equivalent task breakdown shall be used for reporting
cost. The cost performance report (CPR) presents the performance measurement
baseline, and the cost and schedule performance against that baseline. The
submittal shall consist of the appropriate figures containing cost and related
data for measuring project cost and schedule status. (CDRL C001)





                               Attachment 1 - SOW
<PAGE>   87
                                                                    Attachment 1
                                                                    Page 9 of 24


3.1.4            Contract Funds Status Report

The Contractor shall prepare contract funds status reports (CFSRS) to provide
contract funding information for the task specific DO. The purpose of the CFSR
is to update and forecast funding requirements, funding changes and budget
estimates, identify any funds in excess of DO needs which may become available
for deobligation, and provide rough estimates of termination costs. (CDRL C002)

3.1.5             Cost and Schedule Status Report

T'he Contractor shall prepare summarized contract cost and schedule performance
information for program management purposes. The Cost and Schedule Status Report
(CSSR) contains contract data, including original and current contract values
and the management estimate at completion, performance data, and narrative
explanations which present information on significant cost, schedule variances,
contractual problems, or other areas of interest. (CDRL C003)

3.1.6            Performance and Cost Report

The Performance and Cost Report (PCR) shall be prepared by the Contractor. The
PCR provides the current status and projected requirements for funds, manhours,
and work completion. (CDRL C004)

3.1.7            Funds and Man-Hour Expenditure Report

The Funds and Man-Hour Expenditure Report (FEMR) shall be prepared by the
Contractor. The FEMR provides the Government visibility into Contractor
expenditures for labor, materials, travel, and other contract charges. It tracks
these expenditures against baseline values and provides cost to completion
estimates. (CDRL C005)

3.1.8            Project Status Report

The Contractor shall prepare Project Status Reports. This report is used to
review and evaluate the overall progress and existing or potential problem areas
on the project. The report shall be prepared in a Contracting Officer's
Representative (COR) approved formal. The content of the report shall include a
summary of events occurring during the reporting period, discussion of
performance, identification of problems and any corrective action taken, and
outstanding issues. (CDRL B004)

3.2              Technical Documents





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3.2.1            Quality Plans

After award of the basic contract, the Contractor will be tasked to prepare a
basic contract QPP for AFCEE review and approval. Once the basic contract QPP
has been reviewed and approved, it shall be incorporated as a compliance
document as defined in Section 2. 1. The basic contract QPP will become the
standard from which the task specific DO QPP will be developed. The Contractor
shall prepare, for AFCEE review and approval, a site specific QPP for the task
specific DO. If the Contractor has previously submitted an AFCEE approved
corporate QPP, this QPP shall be used as the basic contract QPP. The Contractor
is required to implement, maintain, and comply with the approved basic contract
QPP and the site specific QPP.

The QPP shall include the Contractor's Environmental Health and Safety Plan
(HSP), required by 29 CFR 1910.120, the Environmental Sampling and Analysis Plan
(SAP), and the Environmental Construction Quality Plan (CQP). The SAP shall
include a QAPP which is to be in compliance with the AFCEE Model QAPP, defined
as Item an. in Section 2.1, and a FSP. The AFCEE Model FSP is available as a
guidance document, Item p. under Section 2.2. (CDRLs A001, A002, A003)

3.2.2            Technical Plans and Reports

3.2.2.1          Technical Plans

The Contractor shall identify and review the results, findings, and
recommendations from relevant previous studies and projects prior to preparing
project plans. The Contractor shall prepare, implement, maintain, and comply
with plans as needed to accomplish tasks under each DO.

                 a.      Environmental Community Relations Plan (CDRL A004)
                 b.      Environmental Cleanup Plan (include the following
                         subsections only as appropriate)
                         (1)      Project Activities (Work Plan) (CDRL A005)
                         (2)      Site Security Plan (CDRL A006)
                         (3)      Excavation Plan (CDRL A007)
                         (4)      Spill and Discharge Control Plan (CDRL A008)
                         (5)      Bench Scale Test Plan (CDRL A009)
                         (6)      Asbestos Abatement Plan (CDRL A010)
                         (7)      Air Modeling and Monitoring Plan (CDRL A011)
                         (8)      Surface Water Management Plan (CDRL A012)
                         (9)      Ground Water Management Plan (CDRL A013)
                         (10)     Erosion Control Plan (CDRL A014)
                         (11)     Emissions Control Plan (CDRL A015)
                         (12)     Transportation Plan (CDRL A016)
                         (13)     Remediation Management Plan (CDRL A017)





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                         (14)     Siting Analysis Plan (CDRL A018)
                         (15)     Site Preparation Plan (CDRL A019)
                         (16)     Demobilization and Closure Plan (CDRL A020)
                 c.      Standard Operating Procedures for Hazardous Material
                         (CDRL A021)
                 d.      Environmental Operations and Maintenance Plan (CDRL
                         A022)


3.2.2.2          Technical Reports

Other reporting mechanisms include, but are not limited to, technical reports,
problem reports, photographs, "as built" drawings, and shop drawings.

                 a.       Technical Report (CDRL A023)
                          (1)     Analytical Data Report Package (CDRL A024)
                          (2)     Environmental Site/Project Summary (CDRL A025)
                 b.       Production or Delivery Problem Report (CDRL A026)
                 c.       Still Photographic Records (CDRL A027)
                 d.       Status Report (Technical) (CDRL A028)

The Contractor shall provide engineering data including design plans and
specifications, as-builts drawings, and equipment or material specifications
(cut-sheets). These documents shall be completed by the Contractor according to
the most appropriate industry standard.

3.3              Meetings

The Contractor shall attend a pre-proposal conference or site visit and post
award or preperformance conference. The Contractor also shall attend meetings to
discuss technical or regulatory issues and project progress and status, as
requested by the COR. If requested by the COR, the Contractor shall prepare, and
submit for review, presentation materials for meetings and an agenda. The
Contractor shall prepare minutes for all meetings attended. (CDRLs B005, B006,
B007)

3.4              Permits

The Contractor shall apply for and obtain all federal, state, local, and other
applicable environmental permits, licenses and certificates required to perform
and complete each remedial action. The Contractor shall maintain a library of
these documents at the Contractor's temporary office on base as well as the
corporate facility handling each DO. The Contractor shall comply with permit
conditions.

3.5              Contractor Documentation

The Contractor shall create and maintain a Master Document List (MDL) that
includes all documents, whether the document is a deliverable or not, which are
prepared during the





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course of the delivery order. The MDL and its documents shall be maintained in
libraries readily available for submittal to the Government. All Material
Submittals shall be accomplished in accordance with the instructions pertaining
to AF Form 3000, Material Approval Submittal. (CDRL B008)





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4.0              TECHNICAL REQUIREMENTS

T'he Contractor shall perform remedial activities as described in each DO.
Requirements include, but are not limited to, containment, removal, and/or
treatment of waste. Other requirements include demolition, facility enhancement
or restoration, long term operation and maintenance, and long term monitoring.
Incidental requirements include mobilization of personnel and equipment,
preparation of the site, testing, sampling, and analysis, site restoration, and
demobilization of personnel and equipment.

4.1              Containment

The Contractor shall contain contaminated materials in-situ and ex-situ through
capping, solidification, stabilization, either ground water physical or
hydraulic control, or other methods specified in each DO. The Contractor shall
evaluate and/or modify the containment design and specification plans, as
specified in each DO. The Contractor shall perform all work in accordance with
AFCEE approved plans and specifications.

4. 1.1           Capping

The Contractor shall plan, construct, operate, and maintain physical barriers
(caps) over contaminated areas to reduce contaminant migration using natural
materials such as clays, gravels, soils, synthetic materials such as
geotextiles, impervious materials such as concrete or asphalt, or combinations
of these materials. Additionally, the Contractor shall plan, construct, operate,
monitor, maintain, and decommission leachate collection and treatment systems,
gas ventilation of collection systems, and storm water run-on and run-off
control systems that are associated with the remedy.

4.1.2            Stabilization and Solidification

The Contractor shall plan, stabilize, and solidify contaminated materials using
cementation, organic or inorganic stabilization and solidification, and
vitrification processes either in-situ or ex-situ. The Contractor shall provide
and operate the equipment and materials necessary to stabilize or solidify,
move, and/or emplace the contaminated materials. Cementation reagents include
cements, pozzolanic materials, and blends of these reagents. Organic
stabilization and solidification methods include the uses of polymers, resins,
and other organic substances to encapsulate contaminants, and the blending of
contaminated materials into asphalt using hot batch and low temperature emulsion
methods.

4.1.3            Ground Water Physical or Hydraulic Control

The Contractor shall install physical barriers, such as slurry walls, grout
curtains, and sheet piling, or ground water extraction systems that influence
the hydraulic properties of the aquifer. In support of the remedy, the
Contractor shall be required to determine




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aquifer hydraulic, geologic, and chemical properties, such as, but not limited
to, permeability, porosity, specific yield, ground water velocity and direction,
transmissivity, gradient, lithologic sequence, and organic and inorganic
constituents. This determination shall be completed using existing data and
obtaining additional data as required.

With regard to the installation of ground water extraction systems, the
Contractor shall analyze and convert existing ground water monitoring wells for
use as extraction, injection, and re-injection wells, if applicable. In
addition, the Contractor shall plan, install, test, operate, maintain, monitor
and decommission horizontal and vertical ground water extraction, injection, and
re-injection wells and required connections to a ground water treatment system
or other system receiving the ground water.

4.2              Removal

The Contractor shall remove contaminated materials and environmental media for
treatment, recycling, and disposal. The Contractor shall evaluate and/or modify,
as specified in each DO, the removal design and specification plans. Media and
materials to be removed may include, but are not limited to, tanks, drums,
containers, underground storage , contaminated soil, soil gas, ground water, and
asbestos containing materials. Removal methods include, but are not limited to,
excavation, ground water pumping, and soil vapor vacuum extraction.

4.2.1            Excavation

The Contractor shall perform field investigations necessary to identify and
verify the location of utilities and mark the location of utilities in
accordance with industry practice. Prior to initiating excavation activities,
the Contractor shall obtain the appropriate digging permits in accordance with
basic contract special requirements H011. If necessary, field investigations
shall conducted, as necessary, to sample and analyze soils and other materials
to verify the nature and extent of contaminants. Excavation activities shall be
planned and implemented in a manner that protects existing site utilities,
structures, surface features, service operations, monitoring and other types of
wells, and the general site environment. This includes the protection of trees,
shrubs and other vegetation not in the excavation zone from damage from dust,
compaction of soils, and physical contact with machines and equipment. If
appropriate, the Contractor shall conserve uncontaminated topsoil by removal,
storage, or redistribution. All reasonable measures should be taken to minimize
and suppress fugitive emissions of dust, vapors and other site materials during
excavation.

The Contractor shall plan, construct, operate, maintain, and decommission
storage facilities for excavated material. Except during active periods of
accumulation or loading, all waste storage piles shall be covered to prevent
leachate generation, minimize off gassing of contaminants, and divert storm
water run-off. The storage pile covers shall be anchored to sustain the maximum
anticipated wind. Additionally, the Contractor shall





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plan, construct, operate, maintain, and decommission storm water run-on and
run-off and leachate containment systems and excavation dewatering systems and
properly dispose of accumulated water. Excavations shall be backfilled with
material that is uncontaminated, free from debris, and similar to that of
adjacent soils. All backfilled excavations shall be restored with topsoil or
other approved material and reseeded with vegetation to prevent erosion.

4.2.2            Ground Water Pumping

The Contractor shall plan, install, test, operate, maintain, monitor, and
decommission a ground water extraction, injection, and re-injection system to
mitigate the risk associated contaminated ground water. In support of the
selected remedy, the Contractor shall be required to characterize aquifer
hydraulic, geologic, and chemical properties, such as, but not limited to,
permeability, porosity, specific yield, ground water velocity and direction,
transmissivity, gradient, lithologic sequence, and organic and inorganic
constituents. If appropriate, existing ground water monitoring wells shall be
evaluated and converted for use as extraction, injection and re-injection wells.
The Contractor shall plan, install, test, operate, maintain, monitor, and
decommission the required connections to the system receiving the ground water.

4.2.3            Free Product Removal

The Contractor shall plan, install, and operate equipment to selectively remove
free product from the ground water. The Contractor shall install and operate the
system in a manner that minimizes the amount of ground water being recovered and
maximizes the free product removal. The contractor shall separate, collect, and
manage the free product removed for disposal, recycling, or treatment.

4.2.4            Soil Vapor Vacuum Extraction

The Contractor shall plan, construct, operate, maintain, and decommission soil
vapor vacuum extraction (SV(2)E) systems to remove contaminated soil gas from
the subsurface. The Contractor shall characterize the subsurface conditions
necessary for optimizing the operation of a (SV(2)E) system using existing data
and obtaining additional data as required. The Contractor shall plan, construct,
operate, maintain, and decommission vertical and horizontal subsurface vapor
collection and injection wells. Injection wells may be located in the
unsaturated and the saturated subsurface zones. To maximize (SV(2)E) efficiency,
the Contractor shall cover the ground surface located above the extraction wells
with a low permeability material. The Contractor shall be responsible for
planning, installing, and maintaining connections from the (SV(2)E) gas
discharge to vapor treatment systems.

4.2.5            Drum and Tank Removal





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The Contractor shall plan and execute the removal and disposal of tanks, drums,
other containers, and their contents. The removal shall require the
disconnection, backflushing, and disposal of the associated pipelines and the
plugging and/or capping of any portion of pipeline left in place. The Contractor
shall install replacement tanks, associated piping, and leak detection systems.
Additionally, the Contractor shall clean, cut, and/or crush tanks, drums, and
containers and arrange for transportation and disposal. Spent wash materials
shall be collected and properly disposed of in accordance with applicable
regulations. Leaking drums and drums of questionable structural integrity shall
be overpacked for transportation and disposal.

4.2.6            Asbestos Removal

The Contractor shall survey, plan, and implement the removal, encapsulation, and
enclosure of asbestos-containing materials (ACM) such as pipe boiler and
acoustical insulation, fire retardant, floor tile, transite sheet, and
cement-asbestos siding. The ACM shall be removed, containerized, and properly
disposed of in accordance with applicable regulations. To protect workers and
occupants in buildings undergoing abatement, enclosure systems and engineering
controls, such as negative air pressure and high efficiency particulate
filtering systems shall be installed. The Contractor shall replace the ACM's
with suitable non-asbestos containing materials.

4.2.7            Lead-Based Paint Waste Removal

The Contractor shall remove or encapsulate, transport, and dispose of lead-based
paint (LBP) waste or materials, structures, soils, etc. containing lead based
paint. All waste shall be containerized and sampled to delete the appropriate
disposal method and facility. Waste consolidation and minimization practices
shall be evaluated to provide the best value to the government. As an
alternative to removal, the Contractor shall encapsulate the painted surface to
act as a barrier between the LBP and the environment.

4.2.8            Radon Monitoring, Reduction, and Removal

The Contractor shall monitor the levels of radon as directed by the DO. Sampling
locations shall be selected such that the major entry routes to structures and
exposure points are monitored.

The Contractor shall plan, install, test, operate, maintain, and decommission
systems used to reduce radon concentrations to regulatory acceptable levels.
These systems shall be used to recover and exhaust the radon gas from beneath
the structural slab or flooring or to ventilate the interior of the affected
structure. In addition to the installation of these systems, the Contractor
shall seal the radon source to maximize the radon recovery and to prevent the
migration of the gas into the structure.





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4.2.9            Low-Level Radioactive Waste

The Contractor shall plan and implement the removal and transport of low-level
radioactive waste (LLRW), as specified in each DO. All tasks shall be
coordinated with the COR in conjunction with the US Air Force Radioisotope
Committee. The nature of the waste shall be characterized and properly disposed
of in accordance with the applicable regulations.

4.2.10           Ordinance Removal

The Contractor shall plan, remove, transport, and dispose of unexploded
ordinance or waste products from exploded ordinance, such as lead shot.
Coordination with the Base/Installation's Explosive Ordinance Disposal (EOD)
office is required.

4.2.11           Polychlorinated Biphenyls

T'he Contractor shall plan, remove, transport, and dispose of polychlorinated
biphenyl (PCB) contaminated waste. Removal activities include the application
and recovery of surfactants, the scabbilization or scarification of a concrete
surface, or the excavation of contaminated soils. All work shall be conducted in
accordance with TSCA which sets the clean-up levels, disposal standards, and the
confirmation sampling requirements.

4.3              Treatment

The Contractor shall treat contaminated materials using technologies such as
carbon adsorption, air stripping, biological processes, thermal, and chemical
treatment. Contaminated materials include ground and surface water, soil,
sediment, liquid wastes, solid wastes, sludges, residues, soil gas, and remedial
system effluent streams. The Contractor shall plan, install, test, operate,
maintain, and decommission the treatment systems and supporting pretreatment
systems such as phase separators, chemical precipitators, aerators, and filters.
The Contractor shall evaluate and/or modify the treatment design and
specification plans and document and report on activities.

4.3.1            Carbon Adsorption

The Contractor shall plan, install, test, operate, maintain, and decommission
carbon adsorption systems to treat contaminated aqueous streams, such as
extracted ground water and air stripper discharge, and contaminated gaseous
streams, such as the effluents from soil vapor vacuum extraction systems and air
strippers.





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4.3.2            Air Stripping

The Contractor shall plan, install, test, operate, maintain and decommission air
stripping towers for treatment of contaminated water. Necessary controls shall
be provided for reliable and efficient operation.

Influent water pretreatment equipment necessary to ensure reliable and efficient
air stripper operation shall be provided and maintained by the Contractor.
Pretreatment can include aeration, bacterial degradation, pH adjustment,
inorganic precipitation, and adsorption and ion exchange systems.

4.3.3            Biological Treatment

The Contractor shall plan, install, test, operate, and maintain biological
treatment systems to remove contaminants from soil, water, and air. Biological
treatment systems include, but are not limited to covered comfort piles,
reactors, land treatment, in-situ biodegradation, bioventing and activated
sludge. Tests shall be conducted to evaluate the effectiveness of
bioremediation. The Contractor shall control air emissions from biological
treatrnent systems.

4.3.4            Thermal Treatment

The Contractor shall plan, install, test, operate, maintain and decommission
thermal treatment equipment to decontaminate soil, site material, and effluent
gas streams from SV(2)E systems, air strippers, biological treatment systems,
and other remedial systems. Trial burns shall be conducted to demonstrate
thermal treatment system performance. The Contractor shall collect, manage,
store, and dispose of thermal treatment residues.

4.3.5            Chemical Treatment

The Contractor shall plan, install, test, operate, maintain and decommission
chemical treatment equipment to decontaminate soil, water, and air from remedial
extraction systems. Treatment shall be accomplished by neutralization, chemical
reaction, or other processes that change the chemical structure, such as
ultraviolet oxidation.

4.4              Innovative and Proven Removal Technologies

Documents to be reviewed include, but are not limited to, those published by the
US EPA under the SITE programs The Contractor shall plan, construct, operate,
and maintain,





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monitor and decommission innovative environmental remediation technologies and
other proven removal technologies depending upon site specific characteristics.

4.5              Miscellaneous Requirements

4.5.1            Hydrant Refueling Systems

The Contractor shall provide for the removal, disposal, installation,
replacement, repair, maintenance and/or upgrade of hydrant refueling systems.
This includes activities associated with connecting pipelines, fuel and solvent
contaminated soils, residual liquids and sludges, and site restoration. The
Contractor shall also be responsible for the collection, testing, analysis, and
reporting of contaminants present in soils, liquids, and sludges.

4.5.2            Facility Demolition and Site Enhancement and Restoration

The Contractor shall conduct demolition efforts in conjunction with new
construction or renovation, removal of outdated facilities, and site clearing
from natural disasters. These capabilities are required in an effort to prevent
unmanaged disposal of hazardous materials, and to reduce the amount of solid
waste sent to municipal landfills. Surveys to be conducted on demolition efforts
may include, but are not limited to asbestos, PCBs, and lead-based paint.

4.5.3            Long Term Monitoring and Long Term Operations and Maintenance

The Contractor shall be responsible for the operation, maintenance, monitoring,
and evaluation of in-place remedial systems, as required, in each DO. Activities
include, but are not limited to landfill cap repair, groundwater sampling and
analysis, monitoring in support of the effectiveness of the selected remedy
(i.e. fate and transport groundwater modeling in support of natural attenuation)
and maintenance of pump and treat systems.

4.6              Additional Requirements

4.6.1            Sampling, Testing, Analysis, and Monitoring

The Contractor shall sample, analyze, and test environmental media and monitor
meteorological and process conditions in keeping with the established QPP. The
Contractor shall generate the analytical and test data in order to support the
safe conduct of remediation projects, obtain information necessary for
remediation system parameters to monitor the progress of remediation and
remedial system performance, demonstrate regulatory compliance, and establish
that remediation goals have been achieved. The





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Contractor shall create and maintain written and electronic records as specified
in each DO.

4.6. 1.1         Sampling

The Contractor shall take representative samples of environmental media,
including soil, sediment, ground water, surface water, waste materials,
leachate, soil gas and ambient air. The Contractor shall be required to sample
for air quality performance compliance, effluents from remediation equipment
such as, but not limited to, incinerator stacks and soil vapor extraction
discharge. The Contractor shall drill, install, and develop vertical and/or
horizontal monitoring wells to collect ground water samples, and conduct soil
borings to obtain subsurface samples.

4.6.1.2          Testing and Analysis

The Contractor shall analyze and test environmental samples using standardized
methods as prescribed in the "Test Methods for Evaluating Solid Wastes,
Physical/Chemical Methods", current edition. Quantitative and qualitative
analyses for fuels, volatile organics, semi-volatile organics, pesticides, PCBs,
asbestos, metals, other inorganic species and physical properties shall be
conducted. The Contractor shall ensure the defensibility of test and analytical
results through execution of scientifically sound activities as outlined in the
appropriate portion of the approved QPP.

4.6.1.3          Process Monitoring

The Contractor shall monitor, adjust, and/or repair remedial equipment to ensure
that performance measurements are consistent with optimal operational
parameters, reliability goals are being met, the progress of remediation is
consistent with system expectations, and compliance with applicable statutes and
regulations is demonstrated.

4.6.1.4          Record Keeping

The Contractor shall create and maintain in one location written and electronic
records sufficient to recreate each sampling, analytical, testing and monitoring
event. The Contractor shall make these records available to the government upon
request. The Contractor shall maintain records of, and derived from, all
activities outlined in the appropriate portion of the QPP supporting the
generation of these sampling and analysis records. The Contractor shall also
retain written calculations using information obtained from sampling, analysis
monitoring and testing activities, to include all raw data.

The contractor shall meet any Installation Restoration Program Information
Management System (IRPIMS) data deliverable requirements, as required in each
DO. The contractor shall collect and submit the data required to populate the
IRPIMS database on 3.5" floppy diskettes. The contractor shall be responsible
for the recording of field and laboratory





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data into the computerized format specified by the current version of the IRPIMS
Data Loading Handbook (mailed under separate cover). AFCEE/MSC will provide
IRPTools PC software upon request. This program is designed to assist the
contractor in preparation and validation of their data. The contractor may
choose to use IRPTools PC (mailed separately with software manual), to input and
format their data, but all data shall be validated by IRPTools PC prior to
submission. A hard copy of the items of interest report and a copy of the
transmittal letter (as described below) must accompany all submission diskettes.
IRPIMS submission groups, including resubmissions, shall be delivered according
to the time schedule specified in the current version of the IRPIMS Data Loading
Handbook.

All IRPIMS data deliverables shall be sent to:

                 HQ AFCEE/MSC BLDG 532
                 ENVIRONMENTAL SYSTEMS SUPPORT TEAM
                 ATTN:  IRPIMS Data Management
                 3207 North Road
                 Brooks AFB, TX 78235-5363

The contractor shall provide a transmittal letter to the Government contracting
office responsible for the contract. For AFCEE contracts, this address is:

HSC/PKV BLDG 532
3207 North Road
Brooks AFB, TX 78235-5363

This letter shall list the submission group(s) included or omitted (with an
appropriate explanation), show the government contract and delivery order
numbers as well as identify the Air Force point of contact who is responsible
for monitoring this contract.

The contractor shall be responsible for the accuracy and completeness of all
data submitted. All data submitted by the contractor shall correspond exactly
with the data recorded in the original laboratory reports and any other
documents associated with sampling and laboratory tasks. Each submission group
delivered by the contractor will be electronically evaluate by AFCEE/MSC for
format compliance and data integrity in order to verify acceptability. All
submissions are required to be error-free and compliant with latest IRPIMS Data
Loading Handbook. Any errors in the submission that are identified by AFCEE/MSC
must be corrected by the contractor. (CDRL B009)

4.6.2            Site Preparation and Clearance

The Contractor shall perform site work, as necessary, to prepare sites for
implementing remedial actions. The Contractor shall plan the work and document
all activities. The





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Contractor shall clear the site and remove designated structures and debris to
prepare the site for remediation and execute earthwork to prepare for
construction of the technical remedies. The Contractor shall perform actions
including, but not limited to, excavation and fill, borrowing, hauling, grading,
topsoil storage, removal of hidden obstacles, and implementation of erosion
control measures.

The Contractor shall construct temporary access roads, parking areas, paths, and
curbs necessary for work at the remediation site and erect fencing and gates for
the duration of the activity. Security and access controls shall be implemented
to prevent unauthorized entry to sites and to protect wildlife from site
exposure.

The Contractor shall survey existing utilities to determine adequacy and need
for modifications to support site activities. The Contractor shall construct
connections or new systems for electrical power, water, sewer, gas distribution,
telephone, and other utilities, as required, to accomplish the remedial action.

The Contractor shall erect or install support buildings, equipment enclosures,
and storage facilities for contaminated material and shall be in accordance
with applicable regulatory requirements.

The Contractor shall plan, construct, operate, maintain and decommission systems
necessary to control storm water run-on and run-off. These systems may include,
but are not limited to, berms, dikes, flood walls, levees, pipes, culverts,
gabions, rip rap, chutes, flumes, lagoons, basins, and tanks. The Contractor
shall plan, construct, operate, maintain, and decommission facilities required
to transport surface water drainage to a treatment plant, discharge location, or
any other destination.

4.6.3            Transportation

The Contractor shall comply with the following requirements for any task
involving the transportation of hazardous wastes and/or contaminated materials
to off-site treatment, storage and/or disposal facilities. Waste materials shall
be transported in accordance with 49 CFR 172, 173, 178, 179 and all other
applicable local, state and federal transportation regulations.

All vehicles leaving the exclusion zone shall be decontaminated prior to leaving
the project site. The Contractor shall inspect all vehicles prior to their
leaving the project site to ensure that the least possible amount of soil
adheres to wheels and undercarriages.

The Contractor shall not deliver site materials to any facility other than the.
approved disposal facility (i.e. listed on the shipping manifest).





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The Contractor shall be responsible for any and all actions necessary to remedy
situations involving contaminant excursions in transit or mud, soil,
contaminants, waste materials tracked off-site.

The Contractor shall prepare and submit for COR approval a route selection
report containing results of any inspections of the proposed access routes to
determine road conditions, overhead clearance, weight restrictions, and required
traffic control measures.

The Contractor shall ensure that trucks are protected against contamination by
properly covering and lining them with compatible materials, and/or by
decontaminating them prior to any use other than hauling contaminated materials.

The Contractor shall comply with Special Provision H-007 of the basic contract.
Prior to leaving the site, a load inspection of all shipments shall be
accomplished by the Contractor in conjunction with a responsible government
party designated by the COR. The resulting Load Inspection Report shall be
submitted to the COR. The Load Inspection Report shall include:

a.               A complete and accurate manifest
b.               Verification of appropriate Department of Transportation (DOT)
approved shipping container(s) in accordance with 49 CFR 172, 173, 178, 179 and
all other applicable local, state and federal transportation regulations
c.               Labeling in accordance with DOT regulations specified by 49
CFR 172, 173, 178, 179 and all other applicable local, state and federal
transportation regulations
d.               When required, a Bill of Lading traceable to the manifest
e.               Validation that all waste shipment containers are in good
condition and not leaking
f.               A statement that the driver is physically fit to perform his
duties
g.               Validation that the driver has written documentation in his
possession of completion of the required DOT safety training and health
monitoring
h.               A statement that the driver's log book is current
i.               Validation that a certificate of insurance is in force

4.6.4            Site Closure and Demobilization

The Contractor shall decontaminate equipment and facilities, decommission
facilities as necessary, and restore the site. The Contractor shall document and
report on activities and train Government Personnel as required.

The Contractor shall decontaminate equipment and structures and dispose of
contaminated materials.

The Contractor shall remove temporary facilities installed to accomplish the
remediation work, such as office trailers storage buildings, decontamination
facilities, personnel sanitation facilities, shops, surfacing, fencing,
walkways, and signs and disconnect and





                               Attachment 1 - SOW
<PAGE>   102
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remove temporary utilities such as power, telephone, water, sewer and gas no
longer needed at the site. The Contractor shall shut down the facility.
Activities associated with shut down include, but are not limited to, defueling
and disposing of system fluids, combustible materials, debris, and other wastes.
The Contractor shall also be responsible for isolating and "mothballing"
equipment.

The Contractor shall perform earthwork to restore the site. This includes, but
is not limited to, excavation, fill, backfill, hauling, grading, compaction,
contouring, and topsoil replacement. Implement erosion control measures using
such methods as seeding, mulch, sodding, and erosion control fabrics; restore
mads, structures and utilities; plant trees, shrubbery, grasses and other
vegetation.





                               Attachment 1 - SOW