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Purchase Order - Lockheed Martin and e-Net Inc. d/b/a Entertek Systems

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PURCHASE ORDER

MARTIN MARIETTA SERVICES, INC.
A Lockheed Martin Company
______________________________________________________________________________

NUMBER: G717053J74 DATE: 12/03/96

CHANGE ORDER: 000 PAGE: 1

VENDOR ID: 057889 ENTESYSTGERM -S

SELLER: ENTERTEK SYSTEM c/o e-Net, Inc.
12800 MIDDLEBROOK ROAD
SUITE 200
FAX 301/601-8777

GERMANTOWN MD 20874

ATTN:

DAVID W. WELLS 301/601-8700

SHIP TO

LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500
FALLS CHURCH VA 22041

NOTIFY FRED LYSSY 703/845-8181

MAIL THREE INVOICE COPIES TO:

BILL TO

LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500
ATTN: ACCOUNTS PAYABLE
FALLS CHURCH VA 22041

CONTRACT NO: DCA100-96-D-0049

DPAS RATING: DOA7

SHOP ORDER NO.: AS ASSIGNED

RELEASE NO.:

NOTICE
1. OUR ORDER NO. MUST APPEAR ON ALL CORRESPONDENCE, INVOICES, PACKAGES AND
SHIPPING MEMORANDA.

2. THIS ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS STATED ON THE FACE AND
BACK OF THIS FORM AND ON ANY PURCHASE ORDER SUPPLEMENT ATTACHED HERETO. ANY
ADDITIONAL OR DIFFERENT TERMS, WHETHER OR NOT MATERIALLY DIFFERENT, SET FORTH
IN ANY COMMUNICATION FROM THE SELLER ARE OBJECTED TO AND ARE HEREBY
REJECTED.

3. TO AVOID DELAYS IN PAYMENT, INVOICES MUST CONTAIN ITEM DESCRIPTIONS WHICH
READ EXACTLY AS SHOWN ON THE ORDER AND MUST REFERENCE THE SAME UNIT PRICES
AND UNITS OF MEASURE.

4. IF A DPAS RATING CODE APPEARS; THIS IS A RATED ORDER FOR NATIONAL DEFENSE
USE AND YOU ARE REQUIRED TO FOLLOW ALL THE PROVISIONS OF THE DEFENSE
PRIORITIES AND ALLOCATION SYSTEM REGULATION (15 CFR PART 700)
______________________________________________________________________________

SHIP VIA: FOB:

______________________________________________________________________________

PAYMENT TERMS: NET 30 TAX EXEMPT NO.:

______________________________________________________________________________
I/N QUANTITY U/M PART NO./DESCRIPTION UNIT PRICE TOTAL PRICE
______________________________________________________________________________

THIS IS AN INDEFINITE DELIVERY, INDEFINITE QUANTITY (ID/IQ) SUBCONTRACT
BETWEEN LOCKHEED MARTIN SERVICES, INC., HEREINAFTER KNOWN AS LOCKHEED MARTIN,
AND ENTERTEK SYSTEMS, HEREINAFTER KNOWN AS SELLER OS SUBCONTRACTOR.

THIS SUBCONTRACT IS STRUCTURED AS A BLANKET PURCHASE ORDER AGAINST WHICH
RELEASES MAY BE ISSUED. BLANKET ORDER RELEASES WILL BE ISSUED FOR PERFORMANCE
UNDER SPECIFIC PRIME CONTRACT TASK ORDERS. IN GENERAL, ONE RELEASE WILL BE
ISSUED FOR EACH PRIME CONTRACT TASK ORDER THAT SUBCONTRACTOR SUPPORTS. UNLESS
SPECIFIED OTHERWISE IN A PARTICULAR RELEASE, RELEASES WILL BE ISSUED AS FIXED
UNIT PRICE LEVEL-OF-EFFORT TERM RELEASES, WITH A COST REIMBURSABLE FEATURE TO
COVER ANY AUTHORIZED TRAVEL ON THE RELEASE.

THIS BLANKET PURCHASE ORDER IS NOT A COMMITMENT ON THE PART OF LOCKHEED
MARTIN. RATHER, COMMITMENT IS MADE THROUGH THE ISSUANCE OF RELEASES OR OTHER
CONTRACTUAL DOCUMENTS ISSUED AGAINST THE BLANKET ORDER. RELEASES OR OTHER
CONTRACTUAL DOCUMENTS ISSUED AGAINST THE BLANKET BY LOCKHEED MARTIN
PROCUREMENT WILL BE THE ONLY AUTHORIZATION FOR PERORMANCE UNDER THIS CONTRACT.

SUBCONTRACTOR WILL RECEIVE A REQUEST FOR PROPOSAL FOR EACH STATEMENT OF

______________________________________________________________________________
PROJECT PRIORITY

06-20-902(2/96)

__________________________
BUYER RELEASE DATE

<PAGE>

PURCHASE ORDER
______________________________________________________________________________
MARTIN MARIETTA SERVICES, INC.
A Lockheed Martin Company

NUMBER: G717053J74 DATE: 12/03/96

CHANGE ORDER: 000 PAGE: 2

VENDOR ID: 057889 ENTESYSTGERM -S

SELLER

ENTERTEK SYSTEM
12800 MIDDLEBROOK ROAD
SUITE 200
FAX 301/601-8777

GERMANTOWN MD 20874

ATTN:
DAVID W. WELLS 301/601-8700

SHIP TO
LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500

FALLS CHURCH VA 22041

NOTIFY FRED LYSSY 703/845-8181

MAIL THREE INVOICE COPIES TO:

BILL TO
LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500
ATTN: ACCOUNTS PAYABLE

FALLS CHURCH VA
22041
CONTRACT NO: DCA100-96-D-0049
DPAS RATING: DOA7
SHOP ORDER NO.: AS ASSIGNED
RELEASE NO.:

NOTICE
1. OUR ORDER NO. MUST APPEAR ON ALL CORRESPONDENCE, INVOICES, PACKAGES AND
SHIPPING MEMORANDA.

3. TO AVOID DELAYS IN PAYMENT, INVOICES MUST CONTAIN ITEM DESCRIPTIONS WHICH
READ EXACTLY AS SHOWN ON THE ORDER AND MUST REFERENCE THE SAME UNIT PRICES
AND UNITS OF MEASURE.

______________________________________________________________________________
SHIP VIA: FOB:

______________________________________________________________________________
PAYMENT TERMS: NET 30 TAX EXEMPT NO.:

WORK ISSUED UNDER THE DEIS II CONTRACT FOR WHICH LOCKHEED MARTIN ANTICIPATES
REQUIRING THE SERVICES OF SUBCONTRACTOR. EACH PROPOSAL SUBMITTED BY
SUBCONTRACTOR WILL BE EVALUATED WITH REGARD TO THE LABOR CATEGORIES, THE
LEVEL OF EFFORT AND THE TRAVEL PROPOSED, AND THE NEGOTIATED LABOR RATES.

THIS BLANKET IS ESTABLISHED AT A NOT-TO-EXCEED CEILING OF $500,000.

THIS BLANKET ORDER IS VALID FROM 03 DECEMBER 1996 THRU 01 JULY 1997.

UNLESS EXTENDED BY FORMAL CHANGE ORDER, THIS BLANKET PURCHASE ORDER WILL
AUTOMATICALLY EXPIRE WHEN EITHER THE NOT-TO-EXCEED DOLLAR CEILING HAS BEEN
REACHED OR THE VALIDITY DATE HAS EXPIRED.

PERFORMANCE UNDER RELEASES MAY INCLUDE FUTURE OPTION YEARS. LOCKHEED MARTIN
RESERVES THE SOLE RIGHT TO EXERCISE ANY SUCH FUTURE OPTIONS. SUBCONTRACTOR
SHALL HONOR NEGOTIATED FUTURE OPTION YEAR PERFORMANCE IF EXERCISED BY
LOCKHEED MARTIN. FUTURE OPTION YEAR PERFORMANCE SHALL BE EXERCISED ONLY UNDER
THE CONDITION THAT LOCKHEEED MARTIN'S CORRESPONDING OPTION HAS BEEN EXERCISED
AT THE PRIME CONTRACT LEVEL. LOCKHEED MARTIN SHALL NOTIFY SUBCONTRACTOR OF
ITS INTENT TO EXERCISE AN OPTION AS SOON AS PRACTICAL AFTER LOCKHEED
______________________________________________________________________________
PROJECT PRIORITY

06-20-902(2/96)

__________________________
BUYER RELEASE DATE

<PAGE>

PURCHASE ORDER

MARTIN MARIETTA SERVICES, INC.
A Lockheed Martin Company

NUMBER: G717053J74 DATE: 12/03/96

CHANGE ORDER: 000 PAGE: 3

VENDOR ID: 057889 ENTESYSTGERM -S

ENTERTEK SYSTEM
12800 MIDDLEBROOK ROAD
SUITE 200
FAX 301/601-8777

GERMANTOWN MD 20874

ATTN:

DAVID W. WELLS 301/601-8700

NOTICE
1. OUR ORDER NO. MUST APPEAR ON ALL CORRESPONDENCE, INVOICES, PACKAGES AND
SHIPPING MEMORANDA.

2. THIS ORDER EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS STATED ON THE FACE AND
BACK OF THIS FORM AND ON ANY PURCHASE ORDER SUPPLEMENT ATTACHED HERETO. ANY
ADDITIONAL OR DIFFERENT TERMS, WHETHER OR NOT MATERIALLY DIFFERENT, SET
FORTH IN ANY COMMUNICATION FROM THE SELLER ARE OBJECTED TO AND ARE HEREBY
REJECTED.

3. TO AVOID DELAYS IN PAYMENT, INVOICES MUST CONTAIN ITEM DESCRIPTIONS WHICH
READ EXACTLY AS SHOWN ON THE ORDER AND MUST REFERENCE THE SAME UNIT PRICES
AND UNITS OF MEASURE.

LOCKHEED MARTIN

SHIP TO
LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500

FALLS CHURCH VA 22041
NOTIFY FRED LYSSY 703/845-8181

MAIL THREE INVOICE COPIES TO:

BILL TO
LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500
ATTN: ACCOUNTS PAYABLE

FALLS CHURCH VA 22041

CONTRACT NO: DCA100-96-D-0049
DPAS RATING: DOA7
SHOP ORDER NO: AS ASSIGNED
RELEASE NO.:

SHIP VIA: FOB:

PAYMENT TERMS: NET 30 TAX EXEMPT NO.:

I/N QUANTITY U/M PART NO./DESCRIPTION UNIT PRICE TOTAL PRICE

MARTIN HAS BEEN NOTIFIED OF SAME BY GOVERNMENT. EXERCISING OF OPTIONS
SHALL BE BY FORMAL CHANGE ORDER TO THE BLANKET PURCHASE ORDER.

A CERTIFICATE OF INSURANCE PROVIDING PROOF OF CURRENT WORKER'S
COMPENSATION AND LIABILITY COVERAGE MUST BE ON FILE WITH LOCKHEED
MARTIN PROCUREMENT. SAID CERTIFICATE SHALL PROVIDE THAT AT LEAST
TEN (10) DAYS' NOTICE BE GIVEN TO LOCKHEED MARTIN BEFORE SUCH
INSURANCE IS TERMINATED OR CHANGED. SAID CERTIFICATE MUST BE
RECEIVED BY LOCKHEED MARTIN PRIOR TO COMMENCEMENT OF ANY WORK AT
A LOCKHEED MARTIN OR GOVERNMENT SITE. SUBCONTRACTOR SHALL RESUBMIT
AS NECESSARY, UPDATED CERTIFICATES SO THAT LOCKHEED MARTIN HAS ON FILE
AT ALL TIMES A CERTIFICATE EVIDENCING CURRENT COVERAGE.

IN ADDITION TO THE TERMS AND CONDITIONS ON THE FACE AND BACK OF THIS
ORDER, SUPPLEMENTS A, C, D, S, AND W, ATTACHMENT 1, "CONTINUATION OF
SUBCONTRACT TERMS, "ATTACHMENT 2, "DEFINITIZED LABOR RATES,"
ATTACHMENT 3, "DEIS II CONTRACT DCA100-96-D-0049, PART II - CONTRACT
CLAUSES, SECTION I, CONTRACT CLAUSES, "ATTACHMENT 4, "PROVISIONS FOR
CONTROL AND ACCOUNTING OF PROPERTY IN THE POSSESSION OF CONTRACTORS:
DOC 300, "AND ATTACHMENT 5, "DEIS II LOCKHEED MARTIN AND SUBCONTRACTOR
OPERATIONAL AND MARKETING PROCEDURES" ARE INCORPORATED HEREIN BY REFERENCE.
ALSO INCORPORATED BY REFERENCE ARE: LOCKHEED MARTIN REQUEST FOR PROPOSAL

PROJECT PRIORITY

06-20-902(2/96)

BUYER RELEASE DATE

<PAGE>

PURCHASE ORDER
______________________________________________________________________________
MARTIN MARIETTA SERVICES, INC.
A Lockheed Martin Company

NUMBER: G717053J74 DATE: 12/03/96

CHANGE ORDER: 000 PAGE: 4

VENDOR ID: 057889 ENTESYSTGERM -S

ENTERTEK SYSTEM
12800 MIDDLEBROOK ROAD
SUITE 200
FAX 301/601-8777

GERMANTOWN MD 20874

ATTN:
DAVID W. WELLS 301/601-8700

SHIP TO
LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500

FALLS CHURCH VA 22041

NOTIFY FRED LYSSY 703/845-8181

MAIL THREE INVOICE COPIES TO:

BILL TO

LOCKHEED MARTIN SVC., INC.
5203 LEESBURG PIKE
SUITE 1500
ATTN: ACCOUNTS PAYABLE

FALLS CHURCH VA 22041

CONTRACT NO: DCA100-96-D-0049

DPAS RATING: DOA7

SHOP ORDER NO.: AS ASSIGNED

RELEASE NO.:

NOTICE
1. OUR ORDER NO. MUST APPEAR ON ALL CORRESPONDENCE, INVOICES, PACKAGES AND
SHIPPING MEMORANDA.

3. TO AVOID DELAYS IN PAYMENT, INVOICES MUST CONTAIN ITEM DESCRIPTIONS WHICH
READ EXACTLY AS SHOWN ON THE ORDER AND MUST REFERENCE THE SAME UNIT PRICES
AND UNITS OF MEASURE.

______________________________________________________________________________
SHIP VIA: FOB:

______________________________________________________________________________

PAYMENT TERMS: NET 30 TAX EXEMPT NO.:
______________________________________________________________________________

THE CERTIFICATIONS MADE BY SUBCONTRACTOR IN SUPPLEMENTS #2, #3 AND CAW AND IN
FORM 06-00-056 ARE ALSO INCORPORATED HEREIN BY REFERENCE.

SUBCONTRACTOR IS REQUESTED TO ACKNOWLEDGE RECEIPT AND ACCEPTANCE OF THIS
ORDER BY SIGNING, DATING, AND RETURNING A COPY TO LOCKHEED MARTIN SERVICES,
INC., ATTENTION: LORETTA BAKER, 5203 LEESBURG PIKE, SUITE 1500, FALLS
CHURCH, VIRGINIA 22041.

SIGNATURE: /s/ DAVID W. WELLS DATE: 1/3/97
_____________________________ _______

TITLE: DIRECTOR, CONTRACTS
__________________________________

e-Net, Inc.
d/b/a EnterTek Systems
______________________________________________________________________________
PROJECT PRIORITY SUBTOTAL AMOUNT 0.00
TAX AMOUNT 0.00
TOTAL AMOUNT 0.00

06-20-902(2/96)

/s/ Loretta Baker
___________________________________
BUYER RELEASE DATE

<PAGE>

LOCKHEED MARTIN SERVICES, INC.
SUBCONTRACT: G717053J74
SUBCONTRACTOR: ENTERTEK SYSTEMS

CONTINUATION OF SUBCONTRACT TERMS

1. PERIOD OF PERFORMANCE--SUBCONTRACT

The period of performance for this SUBCONTRACT begins on the effective
date of the Blanket Purchase Order and continues through 1 July 1997.
If exercised, the period of performance for the option years shall be as
follows:

. Option 1: 2 July 1997 through 1 July 1998.
. Option 2: 2 July 1998 through 1 July 1999.
. Option 3: 2 July 1999 through 1 July 2000.
. Option 4: 2 July 2000 through 1 July 2001.

The period of performance for each RELEASE issued under the SUBCONTRACT
is contained in the body of the RELEASE and/or any attachments.

2. DELIVERIES OR PERFORMANCE

The work and services to be performed shall be subject to the require-
ments and standards contained in the following:

A. Statement of Work set forth in the indefinite delivery/indefinite
quantity Request for Proposal; SUBCONTRACTOR's proposal(s)
submitted in response thereto, as amended by the submission of any
Best and Final Offer; and in individual task order/RELEASES to be
issued later.

B. Specific data requirements will be given in each task order/RELEASE.

C. In the event of an inconsistency between the terms and conditions of
this SUBCONTRACT and any technical and/or cost proposals, the
inconsistency shall be resolved by giving precedence in the following
order: the SUBCONTRACT, excluding the technical and cost proposals,
and then the technical and cost proposals.

3. PLACE OF PERFORMANCE

The work and services required under the basic SUBCONTRACT and
options, if exercised, shall be completed and delivered in accordance
with the delivery dates and at the locations specified for the individual
task order/RELEASE.

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<PAGE>

4. PRICING

A. The total shown as the estimated not-to-exceed cost figure for
the SUBCONTRACT represents the Base Year. LOCKHEED MARTIN reserves the
right to exercise negotiated option year pricing to extend the period of
performance of this SUBCONTRACT or to modify the Base Year SUBCONTRACT
if required.

B. The fully loaded hourly labor rates by labor category for the Base
Year and Option Years are listed and attached hereto as Attachment 2.

C. It is anticipated that the rates shall apply to the majority of
the work performed under this SUBCONTRACT. However, it is recognized
that work may be required occasionally for which SUBCONTRACTOR can be
expected to incur markedly different costs than are normally incurred.
For example, work for outside the Continental United States (OCONUS) may
involve relocation of employees or hiring of new employees in a labor
market different than which was originally proposed. Those additional
costs which cannot be appropriately charged under the other direct costs
(ODC) will be examined on a case by case basis and appropriate price
arrangements will be negotiated at that time.

D. In the event a Government audit reveals any discrepancies in
SUBCONTRACTOR's rates, LOCKHEED MARTIN reserves the right to renegotiate
the affected release(s).

5. SUBCONTRACT ADMINISTRATION

A. Points of contact. LOCKHEED MARTIN has established the
following points of contact for this SUBCONTRACT:

Technical: Fred Lyssy
Contractual: Loretta Baker (Subcontract Buyer)
Patricia Walter (Subcontract Buyer)

B. Changes, additions and deletions. No change, addition or
deletion that affects the scope of this SUBCONTRACT will be
considered applicable without written authorization from one of the
above CONTRACTUAL points of contact or another member of the
LOCKHEED MARTIN procurement staff. Any unauthorized actions are
taken at the sole risk of SUBCONTRACTOR.

C. Removal of personnel. LOCKHEED MARTIN reserves the right
to request removal of an employee for cause or for any reason which
LOCKHEED MARTIN considers detrimental to the satisfactory
performance of a task order.

D. Performance records. At the discretion of LOCKHEED
MARTIN, SUBCONTRACTOR will be invited to any meeting concerning
performance reports and data related to SUBCONTRACTOR support of a
task order. LOCKHEED MARTIN will provide

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<PAGE>

SUBCONTRACTOR with a copy of the performance report
generated by the Government Task Monitor at task completion on
the task(s) performed by SUBCONTRACTOR.

E. Task commencement. SUBCONTRACTOR is not authorized to
commence task performance prior to receipt of written authorization
from an authorized LOCKHEED MARTIN buyer.

F. Wage Determination. This SUBCONTRACT is subject to Wage
Determination Number 94-2103, REV 8, dated 8 December 1995.
LOCKHEED MARTIN has correlated DEIS II labor categories to wage
determination categories as follows: data entry clerk (23)--key
entry operator I (01131); system operator (26)--computer operator
III (03043); hardware draftsman (34)--drafter III (29063); network
draftsman (37)--drafter IV (29064); hardware installation
technician (33)--engineering technician III (29083); network
installation technician (36)--engineering technician IV (29084);
senior hardware installation technician (32)--engineering technician
IV (29084); senior network installation technician (35)--engineering
technician V (29085); administrative support and graphic specialist
(48)--word processor II (01612).

6. INVOICE SUBMITTAL AND FORMAT

Invoices may be submitted no more than once a month unless a waiver
has been granted by the LOCKHEED MARTIN CONTRACTUAL POINT OF
CONTACT. One original of SUBCONTRACTOR's monthly invoices must be
submitted to the address and addressee shown on the blanket
purchase order document.

Separate invoices must be submitted for each RELEASE and
must include the following:

A. Purchase order number, RELEASE number and task order number.

B. Labor hours and dollars for the current month, identified by
individual and labor category number and title (for example: Jean
Doe, T18, application programmer; George Brown, G03, quality
assurance manager), site location, and PRIME CONTRACT year (for
example, base year, option year 1), if the RELEASE spans multiple
years.

C. Other direct costs--travel; (only travel authorized by the
RELEASE is billable; additionally, no fee is allowed on travel if
the Prime Contract vehicle is a time and materials Task Order).

D. Supporting detail for other direct costs--travel; supporting
detail for travel should include itinerary, dates of travel, number
and category of employees traveling, purpose of travel, cost of
airfare, local mileage, car rental, meals, lodging, and
miscellaneous.

E. A unique invoice number (if your accounting system does
not already provide this, we would suggest using the RELEASE number
followed by a sequential number).

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<PAGE>

F. For items B and C above: cumulative totals segregated by PRIME CONTRACT
year (for example, base year, option year 1) if the RELEASE spans
multiple years.

G. Total funding level, amount spent to date, funding remaining and
percentage of funding remaining.

H. FAR 52.232-7 Payments under Time-and-Materials and Labor-Hour
Contracts shall apply to any RELEASES issued as Fixed Unit Price
Level-Of-Effort RELEASES. SUBCONTRACTOR shall submit invoices for
Fixed Unit Price Level-Of-Effort RELEASES pursuant to FAR 52.232-7.

(1) SUBCONTRACTOR shall substantiate invoices subject to FAR
52.232-7 by evidence of actual payment and by individual daily
job timecards, or other substantiation required by LOCKHEED
MARTIN in accordance with requirements imposed by the GOVERNMENT
CONTRACTING OFFICER. Such substantiation must, at a minimum, be
available for inspection and may be required to be submitted
with invoices.

(2) The withholding requirement in FAR 52.232-7 (a)(2) is waived at
the PRIME CONTRACT level and is, in turn, waived for
SUBCONTRACTOR.

I. FAR 52.216-7 Allowable Cost and Payment

FAR 52.216-7 Allowable Cost and Payment shall apply to any RELEASES
issued as Cost Plus Fixed Fee RELEASES. SUBCONTRACTOR shall submit
invoices for Cost Plus Fixed Fee RELEASES pursuant to FAR 52.216-7.

(1) Within 90 days after the end of each of its fiscal years for
estimating, accumulating, and reporting task order costs,
SUBCONTRACTOR shall submit a proposed final indirect submission
pursuant to FAR 52.216-7d(2).

(2) The completion invoice is the last invoice to be submitted on a
Cost Plus Fixed Fee RELEASE. In accordance with FAR 52.216-7(h)
SUBCONTRACTOR shall submit the completion invoice following
completion of the work under the RELEASE. However, prior to
completing the completion invoice, DCAA must have
completed an audit of SUBCONTRACTOR's incurred costs relating
to the RELEASE.

7. KEY PERSONNEL

Any SUBCONTRACTOR personnel performing in labor categories designated as
"key personnel" in the personnel qualifications are considered to be
essential to the performance of the SUBCONTRACT. SUBCONTRACTOR shall notify
LOCKHEED MARTIN prior to making any changes in any such key personnel.
LOCKHEED MARTIN will, in turn, notify the GOVERNMENT CONTRACTING OFFICER.
Prior to replacing key personnel,

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SUBCONTRACTOR must demonstrate to the satisfaction of the GOVERNMENT
CONTRACTING OFFICER's REPRESENTATIVE (COR) and the GOVERNMENT CONTRACTING
OFFICER that the qualifications of prospective replacement personnel are
equal to or better than the qualifications of any personnel being replaced.

Key personnel are:

Labor Category Number Labor Category Title
--------------------- --------------------------------------------------
2 Project manager
9 Principal systems architect
11 Principal information engineer
40 Principal business process reengineering specialist

Resumes are not required for labor categories specified below, but
SUBCONTRACTOR shall certify via their technical proposals that the proposed
personnel meet the personnel qualifications as specified in the attached
"Personnel Qualifications."

Labor Category Number Labor Category Title
--------------------- --------------------------------------------------
23 Data entry clerk
26 System operator
30 Help desk specialist
31 Hardware specialist
32 Senior hardware installation technician
33 Hardware installation technician
34 Hardware draftsman
35 Senior network installation technician
36 Network installation technician
37 Network draftsman
43 Data standardization specialist
44 Documentation specialist
45 Technical writer/editor
48 Administrative support and graphic specialist

8. TASK ORDER PROCEDURE

A. SUBCONTRACTOR shall support LOCKHEED MARTIN in the preparation of
white papers, technical and cost proposals and oral proposals.
SUBCONTRACTOR will not be reimbursed by LOCKHEED MARTIN or the
Government for costs incurred in preparing white papers or proposals.

B. SUBCONTRACTOR shall: (1) provide support to LOCKHEED MARTIN in the
development of a technical proposal describing risks, period of
performance, security and how the task order task(s) will be performed
to include the names and resumes of individuals who will be assigned
to the task; (2) submit a cost proposal identifying labor categories
and names in accordance with negotiated labor categories and rates and
listing

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<PAGE>

the number of hours within each labor category required for the
performance of the proposed task order task(s) that LOCKHEED
MARTIN has identified; (3) identify and provide rationale for
all non-labor cost elements required for task performance; (4)
identify any Government Furnished Equipment (GFE) and/or
Government Furnished Information (GFI) required for task
performance; and (5) document the proposal in accordance with
established guidelines in the Lockheed Martin DEIS II Task
Order Guidance manual. Regarding proposed travel, SUBCONTRACTOR
shall price out airfare (coach class only), rental car and per
diem rates by total days, number of trips, and number of
SUBCONTRACTOR employees; rates proposed shall not exceed those
limitations contained in the Joint Travel Regulations (JTR); no
fee will be allowed on travel if the PRIME CONTRACT vehicle is
a time-and-material task order. (Note: The requirements of this
paragraph are adequate for PRIME CONTRACT level time-and-material
task orders. There will be additional requirements for any PRIME
CONTRACT level cost-plus-fixed-fee task orders, such as providing
a work breakdown structure (WBS). Such requirements will be
coordinated with SUBCONTRACTOR by the LOCKHEED MARTIN CONTRACTUAL
POINT OF CONTACT as the need arises.)

C. Upon receipt of SUBCONTRACTOR's proposal, LOCKHEED MARTIN will
evaluate the proposal and, if acceptable, incorporate the relevant
information into the LOCKHEED MARTIN proposal for submission to
the GOVERNMENT; or, if the proposal is not fully acceptable as
offered, LOCKHEED MARTIN and SUBCONTRACTOR will negotiate a
settlement. SUBCONTRACTOR must submit a revised technical and/or
cost proposal, incorporating negotiated changes. Assuming a
settlement has been reached and once LOCKHEED MARTIN has
received a revised proposal, LOCKHEED MARTIN will authorize
SUBCONTRACTOR to commence task performance following receipt of
task order authorization from the GOVERNMENT. In the event issues
pertaining to the proposed task cannot be resolved to the
satisfaction of LOCKHEED MARTIN, LOCKHEED MARTIN reserves the
right to withdraw the proposed task. In such event, SUBCONTRACTOR
shall be notified in writing of the LOCKHEED MARTIN decision.
This decision shall be final and conclusive and shall not be
subject to the Disputes clause or the Contract Disputes Act.

D. In some cases LOCKHEED MARTIN may decide that it is in its interest
to have informal competition for task orders among some or all
successful subcontractors. This will normally be the case with
relatively high dollar value requirements. In those cases, in
addition to the items specified above, the subcontractors will be
advised of the basis that LOCKHEED MARTIN intends to use to evaluate
proposals. Proposals received will be evaluated and negotiations
will be held, as required. Upon authorization from the GOVERNMENT to
commence task performance, LOCKHEED MARTIN will authorize
SUBCONTRACTOR to commence work. The decision of LOCKHEED MARTIN as
to who receives award(s) shall not be subject to the Disputes clause.

E. SUBCONTRACTOR is not authorized to commence task performance
prior to receipt of written authorization from the LOCKHEED
MARTIN CONTRACTUAL POINT OF CONTRACT.

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F. Changes in task orders/RELEASES. SUBCONTRACTOR shall provide
written notification to and obtain prior consent from the
LOCKHEED MARTIN CONTRACTUAL POINT OF CONTACT prior to making
changes in labor mixes on task orders/RELEASES already issued
if the change is over 15 percent of the hours in any labor category
over what was originally proposed and/or prior to using any new
labor category (i.e., a category not originally proposed for this
task order/RELEASE) in performance of the task order/RELEASE.
SUBCONTRACTOR shall submit a revised cost proposal to show the
original amount/award, the proposed revised amount and the
difference.

9. LOCKHEED MARTIN DEIS II TASK ORDER GUIDANCE

LOCKHEED MARTIN will provide a manual describing the responsibilities of
task order leads performing under LOCKHEED MARTIN's PRIME GOVERNMENT DEIS
II CONTRACT. Procedures in the manual should be followed by SUBCONTRACTOR
personnel acting as task order lead on a specific task order.

10. TASK ORDER DELIVERABLE (FOR SUBCONTRACTOR ACTING AS TASK ORDER LEAD)

As task order lead, SUBCONTRACTOR shall be responsible for submitting the
deliverables listed in the Statement of Work for the task order.
Deliverables shall be prepared and delivered in accordance with the
Statement of Work and the instructions contained in the Lockheed Martin
DEIS II Task Order Guidance manual. These instructions include ensuring
that a copy of each deliverable is provided to the LOCKHEED MARTIN
Program Management Office.

11. INTERNAL DELIVERABLES (FOR SUBCONTRACTOR ACTING AS TASK ORDER LEAD)

A. As task order lead, SUBCONTRACTOR shall meet the reporting
requirements described below, as supplemented by the specific
instructions and formats contained in the Lockheed Martin DEIS II
Task Order Guidance manual.

B. SUBCONTRACTOR shall submit a Monthly Contract Status Report (MCSR)
to the LOCKHEED MARTIN Program Management Office (PMO). The MCSR
shall consist of cost and technical data pertaining to the task
order.

(1) MCSR cost data (labor hours and travel) shall be submitted
initially to the LOCKHEED MARTIN finance representative
assigned to the task order no later than the first (1st)
Wednesday after the end of the LOCKHEED MARTIN accounting
month. (The DEIS II Task Order Guidance manual contains a list
of these month-end dates. Additional lists will be distributed
by LOCKHEED MARTIN as appropriate.) The finance representative
shall review the cost data

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and return it to SUBCONTRACTOR. SUBCONTRACTOR shall
incorporate the reviewed cost data into the formal MCSR
submission.

(2) The MCSR, consisting of both reviewed cost data and technical
data, shall be submitted to the LOCKHEED MARTIN PMO no later
than the fifth (5th) working day after the end of the calendar
month.

12. TASK ORDER MANAGEMENT RESPONSIBILITIES (FOR SUBCONTRACTOR ACTING AS TASK
ORDER LEAD)

A. Task order management by the task order lead shall be executed in
accordance with the Lockheed Martin DEIS II Task Order Guidance
manual.

B. When functioning as task order lead, SUBCONTRACTOR shall be
responsible for managing the technical performance of the tasks
contained in the task order statement of work. When performing as
task order lead, SUBCONTRACTOR will have contact with the Task
Monitor (TM), assuming such has been designated in writing on the
authority of the CONTRACTING OFFICER with a task order award. The
responsibility of a TM is to monitor and coordinate all technical
aspects and assist in the administration of an individual task order.
CONTACT BY SUBCONTRACTOR WITH OTHER AGENCIES OF THE GOVERNMENT AND
INTERFACING WITH OTHER CONTRACTORS REQUIRED IN THE PERFORMANCE OF A
TASK ORDER IS PROHIBITED EXCEPT AT THE DIRECTION AND WITH THE
COORDINATION OF BOTH LOCKHEED MARTIN AND THE TM. All technical
coordination shall be within the scope of the task order. No oral
statements of any person whosoever will in any manner or degree modify
or otherwise affect the terms of task order. Technical coordination
shall not result in any action that: (i) constitutes an assignment of
additional work outside the task order statement of work; (ii)
constitutes a change as defined in the contract clause entitled,
"Changes" for Time and Material, Firm Fixed Price or Cost
Reimbursement contracts; (iii) causes an increase in task order price
or the time required for task order performance; (iv) changes any of
the expressed terms, conditions or specifications of the task order;
or (v) interferes with LOCKHEED MARTIN's right to perform the terms
and conditions of the PRIME CONTRACT.

C. As task order lead, SUBCONTRACTOR shall be responsible for planning
and coordinating the expenditure of all resources--labor, travel, and
other direct costs--for the task order.

(1) SUBCONTRACTOR shall ensure that weekly labor and travel
expenditures are provided to the LOCKHEED MARTIN finance
representative assigned to the task order. This reporting shall
be done by completing the worksheets attached hereto as Exhibit
1, "Summary of Expended Hours by Task Order, Weekly Labor
Summary" and Exhibit 2, "Summary of Expended Travel Dollars by
Task Order, Weekly Travel Summary". A signed copy of each form
is due to the LOCKHEED MARTIN finance representative no later
than noon on Tuesday of the following week.

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To complete "Summary of Expended Hours by Task Order, Weekly Labor
Summary," SUBCONTRACTOR must provide by individual the following:
name of individual, labor category, site location where work was
performed, name of individual's company (teammate), and PRIME
CONTRACT year.

To complete "Summary of Expended Travel Dollars by Task Order,
Weekly Travel Summary," SUBCONTRACTOR must provide charges
incurred by individual for the following categories: mileage,
airfare, care rental, meals and incidental expenses, lodging,
transportation, and miscellaneous.

(2) SUBCONTRACTOR shall ensure that travel and other direct costs
are incurred as authorized in the task order. Any deviation from
authorized task order expenditures must be coordinated through
LOCKHEED MARTIN PROCUREMENT or PROCUREMENT's designated
representative, who will obtain the approval of the PRIME CONTRACT
CONTRACTING OFFICER. This approval must be obtained prior to
incurring an obligation. In addition, if such deviations pertain
to travel on the SUBCONTRACT RELEASE, a change order to the
RELEASE must be issued before SUBCONTRACTOR is authorized to
obligate or expend funds.

13. TRAVEL

A. Official travel of SUBCONTRACTOR personnel away from their duty
station that was not identified in the negotiated task order/RELEASE
shall not be undertaken unless SUBCONTRACTOR has obtained advance,
prior approval from the LOCKHEED MARTIN CONTRACTUAL POINT OF CONTACT
in the form of a change order to the SUBCONTRACT RELEASE. This will be
done under the condition that LOCKHEED MARTIN has obtained advance,
prior written approval from the COR or Task Monitor. If travel causes
additional costs to the task order/RELEASE, SUBCONTRACTOR must obtain
the prior approval of the LOCKHEED MARTIN CONTRACTUAL POINT OF CONTACT
in the form of a change order to the SUBCONTRACT RELEASE. This will be
done under the condition that LOCKHEED MARTIN has obtained advance,
prior written approval from the CONTRACTING OFFICER.

B. SUBCONTRACTOR's request for travel shall be in writing and contain the
dates, locations, and estimated costs of the travel priced out by
airfare (coach class only), rental car and per diem rates by total
days, number of trips, and number of SUBCONTRACTOR employees. Rates
proposed shall not exceed those limitations contained in the Joint
Travel Regulations (JTR).

C. Cost associated with SUBCONTRACTOR's travel shall be in accordance
with FAR Part 31.205-46. No fee will be allowed on travel if the PRIME
CONTRACT vehicle is a time-and-material task order.

D. Note: Certain task orders require prior written approval by the COR or
Task Monitor for all non-local travel, whether originally proposed or
not. Any such additional requirements will

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be noted in the affected RELEASE. For these task orders,
SUBCONTRACTOR must request the prior approval of the LOCKHEED
MARTIN CONTRACTUAL POINT OF CONTACT, who will give such approval
once it has been given to LOCKHEED MARTIN by the COR or Task
Monitor.

14. SUBCONTRACTOR JUSTIFICATION FOR OTHER DIRECT COSTS--TRAVEL AND
MATERIAL

A. This section applies to proposals submitted by SUBCONTRACTOR
to LOCKHEED MARTIN against task order statements of work which
include proposed travel by SUBCONTRACTOR employees and/or which
SUBCONTRACTOR believes require the purchase of materials. (Only
LOCKHEED MARTIN is authorized to acquire materials for task orders
under the DEIS II PRIME CONTRACT. Materials may only be incidental
to performance. The cost of materials shall not be included in
SUBCONTRACTOR's cost.) For such proposals, SUBCONTRACTOR shall
include a detailed description and/or specifics of all proposed
travel and materials.

B. Travel. For proposed travel, if destinations are specified in
the task order statement of work, SUBCONTRACTOR shall price out
airfare (coach class only), rental car and per diem rates by
total days, number of trips, and number of SUBCONTRACTOR
employees. Rates proposed shall not exceed those limitations
contained in the Joint Travel Regulations (JTR). LOCKHEED MARTIN
will not allow fee on travel taken in support of a PRIME level
time-and-material task order. In general, this will be all task
orders.

C. Materials. SUBCONTRACTOR shall support LOCKHEED MARTIN in
complying with DFARS 239.73, "Acquisition of Automatic Data
Processing Equipment by DoD Contractors", when SUBCONTRACTOR
has identified and proposed procurement of material, by
providing LOCKHEED MARTIN with responses to DFARS 239.73 (a),
"list of existing ADPE and analysis of its use" and DFARS 293.73
(b) "list of new ADPE needed and reasons why it is needed."
When SUBCONTRACTOR proposes a specific make and model for
proposed hardware, software or other ADPE, SUBCONTRACTOR shall
provide written justification why the requirement can only be
met by a "specific make and model." SUBCONTRACTOR shall provide
the manufacturer part number(s), software version, platform and
media, and suggested source(s) of the product including phone
number whenever available.

D. Reproduction. SUBCONTRACTOR shall deliver only the minimum
amount of copies required by the GOVERNMENT to either accept
or reject a particular deliverable which is specified on the
task order/RELEASE CDRL. Additional copies shall not be rendered
by SUBCONTRACTOR, e.g., SUBCONTRACTOR may design a brochure but
shall not duplicate the brochure for further distribution.
LOCKHEED MARTIN will not reimburse SUBCONTRACTOR charges as an
ODC for copies/reproduction unless SUBCONTRACTOR has requested a
waiver from LOCKHEED MARTIN, has provided documentation to
LOCKHEED MARTIN for forwarding to the TM, and has received prior
approval from LOCKHEED MARTIN, which, in turn has received same
from the GOVERNMENT CONTRACTING OFFICER. Also see FAR Subpart 8.8.

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15. INCIDENTAL HARDWARE/SOFTWARE

A. The PRIME CONTRACT is primarily for technical support services,
however, incidental hardware or software may be justified on
individual task orders in cases where it can be demonstrated that
the hardware/software is incidental to the performance of services
to be provided in the task order. The dollar value of hardware/
software as it pertains to task orders issued against the PRIME
CONTRACT is limited to not more than $500,000 or 20% of the
estimated total cost of the task order, whichever is lower.

B. This information is provided for use by SUBCONTRACTOR when
preparing task order proposals for submittal to LOCKHEED MARTIN.
as stated elsewhere in this SUBCONTRACT, all purchases of materials
under the PRIME CONTRACT will be made by LOCKHEED MARTIN only.

16. SUBCONTRACTING

The prime CONTRACT prohibits second tier subcontracts and allows
purchase of materials only by the prime CONTRACTOR. Therefore,
SUBCONTRACTOR is not authorized to subcontract any portion of this
SUBCONTRACT. In accordance with the FAR and LOCKHEED MARTIN
procedures, consultants are considered to be subcontractors;
therefore, their use on this SUBCONTRACT is not authorized.

17. GOVERNMENT FURNISHED EQUIPMENT, INFORMATION OR SERVICES

A. It is anticipated that for some integration tasks, Government
Furnished Equipment (GFE) will be specified in the individual task
order (at the discretion of the GOVERNMENT) with specified
delivery dates. Such equipment will be returned to the GOVERNMENT
upon the conclusion of the SUBCONTRACT or as specified on
individual orders. Office automation equipment to perform office
tasks at a SUBCONTRACTOR site is considered to be SUBCONTRACTOR
supplied.

B. Government Furnished Information (GFI) relevant to the tasks to be
performed under this SUBCONTRACT will be provided to SUBCONTRACTOR
for use during the performance of the task as specified in the
task order (at the discretion of the GOVERNMENT) with specified
delivery dates. These documents will be returned to the GOVERNMENT
upon conclusion of the SUBCONTRACT or as specified on the DISA
Form 621S.

C. In the case that GFE or GFI are not provided to SUBCONTRACTOR by
the specified date, SUBCONTRACTOR will immediately notify LOCKHEED
MARTIN, who will, in turn, notify the COR and Task Monitor.
SUBCONTRACTOR will indicate impact and request direction from
LOCKHEED MARTIN.

D. SUBCONTRACTOR is responsible and liable for Government property in
their possession pursuant to FAR 52.245-1, 52.245-2, and 52.245-5,
as applicable.

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18. CONTROL AND ACCOUNTABILITY OF PROPERTY IN THE POSSESSION OF
SUBCONTRACTOR

SUBCONTRACTOR shall comply with the provisions of LOCKHEED MARTIN
Document 300, "CONTROL AND ACCOUNTABILITY OF PROPERTY IN THE POSSESSION
OF CONTRACTORS: DOC 300" (Attachment 4) for any Government Furnished
Equipment (GFE) or Contractor-Acquired Property (CAP) in SUBCONTRACTOR's
possession. (Note: all Contractor-Acquired Property will be acquired by
LOCKHEED MARTIN.)

19. NOTIFICATION UNDER A TIME-AND-MATERIAL [IAW FAR 52-232-7(c)] AND
COST-REIMBURSEMENT CONTRACT [IAW FAR 52-232-20(b)]

A. SUBCONTRACTOR shall provide notification to LOCKHEED MARTIN in
accordance with FAR 52-232-7(c), "Payments under Time-and-Materials
and Labor-Hours" for Fixed Unit Price Level-of-Effort (FFP LOE)
RELEASES. If at any time SUBCONTRACTOR has reason to believe that the
hourly rate payments and travel costs that will accrue in performing
an FFP LOE RELEASE in the next succeeding 30 days, if added to all
other payments and costs previously accrued against that RELEASE,
will exceed 85 percent of the ceiling price of the corresponding task
RELEASE, SUBCONTRACTOR shall notify the LOCKHEED MARTIN CONTRACTUAL
POINT OF CONTACT of such, giving a revised estimate of the total
price to LOCKHEED MARTIN for performing the RELEASE with supporting
reasons and documentation. If at any time during performance of an
FFP LOE RELEASE, SUBCONTRACTOR has reason to believe that the total
price to LOCKHEED MARTIN for performing the RELEASE will be
substantially greater or less than the then stated ceiling price,
SUBCONTRACTOR shall so notify the LOCKHEED MARTIN CONTRACTUAL POINT
OF CONTACT, giving a revised estimate of the total price for
performing the RELEASE, with supporting reasons and documentation. If
at any time during performance of an FFP LOE RELEASE, LOCKHEED MARTIN
has reason to believe that the work to be required in performing the
RELEASE will be substantially greater or less than the then stated
ceiling price, the LOCKHEED MARTIN CONTRACTUAL POINT OF CONTACT will
so advise SUBCONTRACTOR, giving the then revised estimate of the
total amount of effort to be required under the RELEASE.

B. SUBCONTRACTOR shall provide notification to LOCKHEED MARTIN in
accordance with FAR 52.232-20(b) "Limitation of Cost" for Cost Plus
Fixed Fee RELEASES.

C. All above notifications shall be accomplished only by separate
correspondence directed to the LOCKHEED MARTIN CONTRACTUAL POINT OF
CONTACT; no other form of notification will effect compliance;
e.g., mention in any type of monthly progress or status report.

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20. PROCUREMENT AUTHORITY (FIRMR 201.39.5202-3)(OCT 1990)

A. The PRIME CONTRACT acquisition is being conducted under a specific
acquisition delegation of the General Services Administration (GSA)
exclusive procurement authority for Federal Information Processing
(FIP) support services for technical and functional integration
support and related administrative services.

B. The specific GSA Delegation of Procurement Authority (DPA) is
KAA-96-0013, dated 5 February 1996.

C. The DPA directs that non-DoD agencies are authorized to utilize the
DEIS II contracts, on a non-mandatory basis, as long as the
requirement is within the DEIS II scope.

D. Although the DPA does not include hardware, software,
telecommunications, or other like FIP resources, the purchase of
hardware and software (materials) may be required incidental to
performing the services provided.

21. SECURITY CLASSIFICATION

If a Contract Security Classification Specifications, DD Form 254 is
issued by LOCKHEED MARTIN to SUBCONTRACTOR, SUBCONTRACTOR shall follow
conscientiously the security guidance provided in the DD Form 254 as
well as any other guidance that may be communicated to LOCKHEED MARTIN
by the CONTRACTING OFFICER which is, in turn, communicated to
SUBCONTRACTOR.

22. CONFERENCES

The GOVERNMENT CONTRACTING OFFICER, the LOCKHEED MARTIN CONTRACTUAL
POINT OF CONTACT, or their duly authorized representative(s), may call a
conference from time-to-time as deemed necessary to discuss any phase of
performance under the PRIME CONTRACT or SUBCONTRACT, respectively. All
discussions, problems encountered, solutions reached, and evaluations
made during any conference that SUBCONTRACTOR attends shall be
documented in the next status report for the current reporting period.
In any case, such reporting shall not, in and of itself, constitute
formal direction and/or LOCKHEED MARTIN acceptance of the topics
discussed.

23. WORK ON A GOVERNMENT INSTALLATION

In performing work under this SUBCONTRACT on a GOVERNMENT installation
or in a GOVERNMENT building, SUBCONTRACTOR shall:

A. Fully comply with local military installation, city, state and
federal laws, regulations and/or ordinances pertinent to performance
of the contractual services required under this SUBCONTRACT.

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B. Conform to the specific safety requirements established by this
SUBCONTRACT.

C. SUBCONTRACTOR and his/her employees shall observe all rules and
regulations issued by the installation Commanding Officer pertaining
to fire, safety, sanitation, severe weather, admission to the
installation, conduct not directly addressed in this SUBCONTRACT.

D. Take all reasonable steps and precautions to prevent accidents and
preserve the life and health of SUBCONTRACTOR, CONTRACTOR and
GOVERNMENT personnel connected in any way with performance under
this SUBCONTRACT.

E. Take such additional immediate precautions as the CONTRACTING
OFFICER, COR or TM may reasonably require for safety and accident
prevention purposes.

F. Conform with all security requirements as specified in the DD Form
254, if one has been issued to SUBCONTRACTOR, and security requirements
as specified in the task order/RELEASE statement of work.

24. INTERRELATIONSHIP OF CONTRACTORS

A. The GOVERNMENT may have entered into contractual relationships
in order to provide technical support in the conduct of appropriate
studies, analyses and engineering activities separate from the work to
be performed under the PRIME CONTRACT Statement of Work, yet having
links and interfaces with them. Further, the GOVERNMENT may extend these
existing relationships or enter into new relationships. SUBCONTRACTOR
may be required to coordinate with such other CONTRACTOR(s) through
LOCKHEED MARTIN at the direction of the GOVERNMENT CONTRACTING OFFICER
REPRESENTATIVE (COR) and/or TASK MONITOR in providing suitable,
non-conflicting technical interfaces and in avoidance of duplication of
effort. By suitable tasking, such other CONTRACTOR(s) may be requested
to assist the GOVERNMENT in the technical review of SUBCONTRACTOR's
technical efforts. Information on reports provided under this Statement
of Work may, at the discretion of the GOVERNMENT, be provided to such
other CONTRACTOR(s) for the purpose of such review.

B. See also the paragraph entitled "Nondisclosure of Sensitive
and/or Proprietary Data." Nondisclosure agreements shall be signed by
SUBCONTRACTOR employees prior to any work commencing on a task
order/RELEASE. (A copy of this form is found in the paragraph entitled
"Nondisclosure of Sensitive and/or Proprietary Data.")

25. CONFLICT OF INTEREST

A. Please refer to FAR 9.5. It is understood and agreed that the
SUBCONTRACTOR, under the terms of this SUBCONTRACT, or through the
performance of the Statement of Work made a part of this SUBCONTRACT, is
neither obligated nor expected to deliver or provide

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material or perform work, which will place SUBCONTRACTOR in an
Organizational Conflict of Interest, which would serve as a basis for
excluding SUBCONTRACTOR from supplying products or services to the
Defense Information Systems Agency (DISA) or other GOVERNMENT agencies.
Further, during the course of this SUBCONTRACT, LOCKHEED MARTIN will not
knowingly unilaterally direct SUBCONTRACTOR to perform work in
contravention of the above understanding. It will be SUBCONTRACTOR's
responsibility to identify any situation in which the potential for an
Organizational Conflict of Interest exists. However, prior to the
execution of any task order or amendment thereto, if the GOVERNMENT
CONTRACTING OFFICER discerns the potential for an Organizational
Conflict of Interest insofar as the work to be performed thereunder is
understood to involve the preparation of a complete specification of
materials leading directly, predictably and without delay to a
Statement of Work which will be used in the competitive procurement of
a system, the GOVERNMENT CONTRACTING OFFICER shall notify LOCKHEED
MARTIN, who will notify SUBCONTRACTOR, and the parties shall mutually
take action to resolve any potential Organizational Conflict of
Interest.

B. This clause does not relieve SUBCONTRACTOR from following up with
other contracting offices and their contracting officers regarding
potential organizational conflicts involving those procurements.

26. NONDISCLOSURE OF SENSITIVE AND/OR PROPRIETARY DATA

SUBCONTRACTOR recognizes that in the performance of this SUBCONTRACT
it may receive or have access to certain sensitive information,
including information provided on a proprietary basis by carriers,
equipment manufacturers and other private or public entities.
SUBCONTRACTOR agrees to use and examine this information exclusively in
the performance of this SUBCONTRACT and to take necessary steps in
accordance with Government regulations to prevent disclosure of such
information to any party outside the Government or Government designated
support contractors possessing appropriate proprietary agreements, as
listed in paragraphs (A) through (D) below.

A. Indoctrination of Personnel. SUBCONTRACTOR agrees to indoctrinate
its personnel who have access as to the sensitive nature of the
information and the relationship under which SUBCONTRACTOR has
possession of or access to the information. SUBCONTRACTOR personnel
shall not engage in any other action, venture or employment wherein
sensitive information will be used for the profit of any party other
than those furnishing the information. The Nondisclosure Agreement for
Contractor Employees as shown below shall be signed by all indoctrinated
personnel and forwarded to the LOCKHEED MARTIN CONTRACTUAL POINT OF
CONTACT who will forward them to the Government TASK MONITOR for
retention, prior to work commencing. SUBCONTRACTOR shall restrict access
to sensitive/proprietary information to the minimum number of employees
necessary for SUBCONTRACT performance.

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DEFENSE INFORMATION SYSTEMS AGENCY
NONDISCLOSURE AGREEMENT FOR CONTRACTOR EMPLOYEES

I,__________________________________(print or type name), as an employee of
______________________________________________(insert name of company), a
SUBCONTRACTOR acting under SUBCONTRACT to LOCKHEED MARTIN SERVICES, INC.,
which, in turn is a CONTRACTOR acting under contract to the Defense
Information Systems Agency (DISA), Code ___________________________________
___________________________________________________________________________
in administering an unclassified and/or classified system support for DEIS II
pursuant to SUBCONTRACT NUMBER_____________(insert subcontract number) and
PRIME CONTRACT number____________________________(insert prime contract number)
agree not to disclose to any individual business entity or anyone within
_________________(insert name of employee company) or outside of the company
who has not signed a nondisclosure agreement for the purposes of performing
under the above indentified SUBCONTRACT or PRIME CONTRACT: any sensitive,
proprietary or source selection information contained in or accessible
through this DTIS project. Proprietary information/data will be handled in
accordance with Government regulations.

I understand that information/data I may be aware of, or possess, as a result
of my assignment under this SUBCONTRACT may be considered sensitive or
proprietary. SUBCONTRACTOR's responsibility for proper use and protection
from unauthorized disclosure of sensitive, proprietary and source selection
information is described in Federal Acquisition Regulation (FAR) section
3.104-5(b). Pursuant to FAR 3.104-5, I agree not to appropriate such
information for my own use or to release or discuss such information for my
own use or to release it to or discuss it with third parties unless
specifically authorized in writing to do so, as provided above.

This agreement shall continue for a term of five (5) years from the date upon
which I last have access to the information therefrom. Upon expiration of
this agreement, I have a continuing obligation not to disclose sensitive,
proprietary, or source selection information to any person or legal entity
unless that person or legal entity is authorized by the head of the agency or
the contracting agency or the contracting officer to receive such
information. I understand violations of this agreement are subject to
administrative, civil and criminal sanctions.

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

_______________________________________ _______________________________
(Signature of Subcontractor Employee) Date

_______________________________________ _______________________________
(Subcontractor) (Employee Telephone Number)

_______________________________________
(System)

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This form is also provided as Exhibit 3.

B. Signed Agreements. SUBCONTRACTOR further agrees to sign an
agreement to this effect with carriers, and other private or public
entities providing proprietary data for performance under this
SUBCONTRACT. As part of this agreement, SUBCONTRACTOR will inform all
parties of its agreement to allow certain Government-designated
contractors access to all data as described in paragraph (C) below.
One copy of each signed agreement shall be forwarded to the LOCKHEED
MARTIN CONTRACTUAL POINT OF CONTACT for forwarding to the Government
CONTRACTING OFFICER (CO). These shall be signed prior to work
commencing.

In addition SUBCONTRACTOR may be required to coordinate and exchange
directly with other contractors as designated by the Government for
information pertinent and essential to performance of task orders
issued under this SUBCONTRACT. SUBCONTRACTOR shall discuss and attempt
to resolve any problems between SUBCONTRACTOR and those contractors
designated by the Government. SUBCONTRACTOR shall notify the LOCKHEED
MARTIN CONTRACTUAL POINT OF CONTACT in writing of any disagreement(s)
which has (have) not been resolved in a timely manner. LOCKHEED MARTIN
will, in turn, notify the Government CONTRACTING OFFICER of such.
SUBCONTRACTOR shall furnish the LOCKHEED MARTIN CONTRACTUAL POINT OF
CONTACT copies of communications between SUBCONTRACTOR and associate
contractor(s) relative to SUBCONTRACT performance. LOCKHEED MARTIN
will, in turn, furnish such copies to the Government CONTRACTING
OFFICER. Further, the close interchange between subcontractors and
contractor(s) may require access to or release of proprietary data.
In such an event, SUBCONTRACTOR shall enter into agreement(s) with
the Government-designated Contractor(s) to adequately protect such
proprietary data from unauthorized use or disclosure so long as it
remains proprietary. A copy of such agreement shall be provided to
the LOCKHEED MARTIN CONTRACTUAL POINT OF CONTACT, who will, in turn,
provide such to the Government CONTRACTING OFFICER.

C. Government Designated Contractors: SUBCONTRACTOR agrees to allow
the below listed Government-designated support contractors, possessing
appropriate proprietary agreements and retained by the Government to
advise the Government on cost, schedule and technical matters pertaining
to this acquisition, access to any unlimited rights data (as defined in
DFARS 252.227-7013) acquired under the terms and conditions of this
SUBCONTRACT and to sign reciprocal nondisclosure agreements with them.
One copy of each signed agreement shall be forwarded to the LOCKHEED
MARTIN CONTRACTUAL POINT OF CONTACT for forwarding to the Government CO.

Listed designated contractors:

Modern Technology Systems, Incorporated
6801 Kenilworth Avenue, Suite 200
Riverdale, MD 20737

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CTC Associates, Inc.
2301 South Jefferson Davis Hwy
Suite 1019
Arlington, VA 22202

It should be noted that the DISA NCRCO is presently conducting a
competitive solicitation which will succeed the contract with Modern
Technology Systems Inc. Upon award of successor contract, the
Government will release the name of the new contractor.

All Government-designated contractors stated herein or added at a
future date shall also enter into nondisclosure agreements with all
parties providing proprietary information to SUBCONTRACTOR and the
nondisclosure agreements shall be signed before work commences.

D. Remedy for Breach. SUBCONTRACTOR agrees that any breach or violation
of the certifications or restrictions of this clause shall
constitute a material and substantial breach of the terms,
conditions and provisions of the SUBCONTRACT and that LOCKHEED
MARTIN may, in addition to any other remedy available, terminate
this SUBCONTRACT for default in accordance with the provisions of
FAR 52.249-6. Nothing in this clause or SUBCONTRACT shall be construed
to mean that LOCKHEED MARTIN or the Government shall be liable to the
owners of proprietary information in any way for the unauthorized
release or use of proprietary information by any contractor or its
subcontractors.

27. CORPORATE CHANGES

SUBCONTRACTOR shall provide the DITCO CONTRACTING OFFICER copies of all
correspondence relating to corporate status and major corporate revisions
such as buy-outs, sale or dissolution, and changes in personnel policy
that affect this SUBCONTRACT. Potential buyout scenarios, actual buyouts,
sales and dissolutions shall be disclosed in writing to the DITCO
Contracting office as soon as possible.

28. INSPECTION AND ACCEPTANCE

A. Inspection and acceptance will be destination(s).

B. Final inspection and acceptance of all work performance, reports, and
other deliverables under this SUBCONTRACT shall be performed at place of
delivery as designated by the task order, by the designated LOCKHEED
MARTIN or prime customer representative, or their designated
representative.

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29. BASIS FOR ACCEPTANCE

A. The basis for acceptance shall be compliance with the
requirements set forth in the Statement of Work for the SUBCONTRACT
and the RELEASE and other terms and conditions of the SUBCONTRACT.
Deliverable items rejected under the resulting RELEASE/task order
shall be corrected in accordance with the applicable clauses.

B. The Government requires a period not to exceed thirty (30)
days after receipt of the final deliverable item(s) for inspection
and acceptance or rejection unless otherwise specified in the
individual RELEASE. SUBCONTRACTOR shall coordinate with LOCKHEED
MARTIN to ensure that this schedule is met.

C. DD Form 1423 Data Inspection and Acceptance (IAW FAR
46.401(b) and 46.503). The inspection and acceptance for data items
will be shown on the DD Form 1423, entitled "Contract Data
Requirements List" (CDRLs), and the DD Form 1664, entitled, "Data
Item Descriptions" (DIDs), to be issued with each task order award
at the PRIME CONTRACT level. SUBCONTRACTOR will support LOCKHEED
MARTIN, as determined by the task order lead, in complying with
inspection and acceptance requirements.

30. PACKAGING AND MARKING

A. Packaging and marking of all deliverables shall be in
accordance with the best commercial practice necessary to ensure
safe and timely delivery at destination in accordance with the
applicable security requirements.

B. All data and correspondence prepared by SUBCONTRACTOR for
submittal by LOCKHEED MARTIN to the CONTRACTING OFFICER (CO), the
CONTRACTING OFFICER'S REPRESENTATIVE (COR) and the TASK MONITOR
(TM) shall reference:

1. the contract number
2. the task order number
3. the statement of work (SOW) number
4. and the names of the CO and/or CS, COR and TM.

C. When preparing correspondence for submittal to either the
CONTRACTING OFFICER'S REPRESENTATIVE (COR) or the TASK MONITOR
(TM), SUBCONTRACTOR shall also prepare a copy for the CONTRACTING
OFFICER or the CONTRACT SPECIALIST and LOCKHEED MARTIN

31. OVERSEAS LOGISTIC SUPPORT FOR OCONUS WORK OCCURRING IN GERMANY AND ITALY

A. In accordance with DFARS 225.802-70, authorization for
obtaining logistic support and privileges in Germany and Italy for
DoD contractor personnel and their family members require a
"Technical Expert" designation.

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B. Technical Expert refers to a person with a high degree of
skill or knowledge in the systematic procedure by which a complex
or scientific task is accomplished, as distinguished from routine
mental, manual or physical processes. The skills and knowledge must
have been acquired through a process of higher education or through
a long period of specialized training and experience.

C. Logistic support may include, but not is not limited to,
commissary services, military exchange (AAFES) facilities, class IV
facilities, customs exemption, legal assistance, local government
transportation for official Government business, local
morale/welfare recreation services, military banking facilities,
military postal service, mortuary service, officer of NCO/EM clubs,
privately-owned vehicle registration for USAREUR, purchase of
petroleum and oil (POL) products, transient billets, and messing
facilities at remote sites only (reimbursable).

D. For work performed in Germany "Certification of Employee
Technical Expert Status" and "Individual Logistic Support
Questionnaire" must be completed and submitted with the Government
Statement of Work, thereby allowing SUBCONTRACTOR to complete the
questionnaire and submit with his/her proposal.

32. RELEASE OF NEWS INFORMATION

No news release (including photographs and films, public
announcements, denial or confirmation of same) on any part of the
subject matter of this SUBCONTRACT or any phase of any program
hereunder shall be made without the prior written approval, which
shall have been previously obtained by LOCKHEED MARTIN, of the
Contracting Officer and DISA Public Affairs Office (Code PAO), and
if Congressionally related, DISA's Congressional Affairs Office
(Code CA). See also Section I of the Prime Contract, DFARS clause
252.204-7000 "Disclosure of Information" and item 12 of the DD
Form 254.

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

This SUBCONTRACT incorporates one or more of the following clauses by
reference, with the same force and effect as if they were given in full
text.

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

Clause No. Title Date
---------- ---------------------------------------- ---------

52.203-11 Certification and Disclosure Regarding APR 1991
Payments to Influence Certain Federal
Transactions (IAW FAR 3.808)
52.209-7 Organizational Conflicts of Interest NOV 1991
Certificate--Marketing Consultants
(IAW FAR 9.507-1(b))
For the purposes of this provision the
blank(s) are completed as follows:
(c)(5) twelve (12) months.
52.211-6 Listing of Other Than New Material, MAY 1995
Residual Inventory, and Former
Government Surplus Property
(IAW FAR 11.302(b))
52.211-17 Delivery or Excess Quantities SEP 1989
52.222-21 Certification of NonSegregated Facilities APR 1984
(IAW FAR 22.810(a)(1) & 52.222-26)
52.223-5 Certification Regarding a Drug-Free JUL 1995
Workplace (IAW FAR 23.505)52.242-15
Stop Work Order, w/Alternate I AUG 1989
52.242-17 Government Delay of Work APR 1984
52.246-2 Inspection of Supplies--Fixed Price JUL 1985
52.246-3 Inspection of Supplies--Cost Reimbursement APR 1984
52.246-4 Inspection of Services--Fixed-Price FEB 1992
52.246-5 Inspection of Services--Cost Reimbursement APR 1984
52.246-6 Inspection Time-and-Material and Labor Hour JAN 1986
52.246-8 Inspection of Research and Development- APR 1984
cost Reimbursement
52.246-16 Responsibility for Supplies (Fixed-Price) APR 1984
52.247-34 F.O.B. Destination NOV 1991
52.247-54 Diversion of Shipment under F.O.B. Destination
Contracts MAR 1989

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<PAGE>

CLAUSES INCORPORATED BY REFERENCE--continued

Clause No. Title Date
---------- ---------------------------------------- ---------

DFARS:

252.225.7031 Secondary Arab Boycott of Israel JUN 1992
(IAW DFARS 225.770-5)
252.227-7028 Requirement for Technical Data Representation JUN 1995
(IAW 227.403-70(a)(5)(ii))
252.239.73 Acquisition of Automatic Data Processing Equipment by DoD
Contractors

See document titled "PART II - CONTRACT CLAUSES, SECTION I, CONTRACT
CLAUSES" for additional clauses. (This document is Section I of PRIME
Contract DCA100-96-D-0049, DEIS II.)

Regarding FAR and DFARS clauses: where necessary to make the context of
these clauses applicable to this SUBCONTRACT, the term "Contractor"
shall mean "SUBCONTRACTOR" or "Seller," and "CONTRACTING OFFICER" and
equivalent phrases shall mean LOCKHEED MARTIN.

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<PAGE>
DEFINITIONS

As used throughout this SUBCONTRACT, the following terms shall have the
meanings set forth below:

1. The Subcontract - The executed contractual agreement between Buyer
and Seller listing supplies/services to be furnished and the considera-
tion therefor. The Subcontract includes the blanket purchase order,
the releases issued against it and all attachments to the blanket
purchase order or releases.
2. Subcontract - The terms "subcontract", "blanket purchase order",
"purchase order," "order" and "agreement" are interchangeable and
include any amendments or change orders.
3. Buyer or Contractor - The party purchasing the supplies/services.
4. Seller, Supplier or Subcontractor - The party that has entered into
this Subcontract with the Buyer.
5. Government - The United States of America or any department or agency
thereof.
6. Head of Agency or Secretary - The Secretary, Under Secretary,
Assistant Secretary, or any other head or assistant head of an
executive or military department or other federal agency of the
Government of the United States of America. The term "his duly
authorized representative" means any person or persons or board (other
than the CONTRACTING OFFICER) authorized to act for the Head of the
Agency or the Secretary.
7. Procuring Agency - The department of the Government having cognizance
of the prime contract.
8. Contracting Officer - The person having cognizance on behalf of the
Government of the Prime Contract and any other officer or civilian
employee of the Government who is properly designated as the
Contracting Officer of the procuring agency. The term includes, except
as otherwise provided in this Subcontract, any authorized
representative of such Contracting Officer acting within the limits of
his authority.
9. FAR - The Federal Acquisition Regulation in effect on the date of this
subcontract.
10. DFARS - The Department of Defense FAR Supplement in effect on the
date of this subcontract.
11. Provision - Any part of this Subcontract or attachment thereto
including, but not limited to, any referenced or incorporated agreement,
specification, documentation or data, or any clause(s) or part(s) or
combination(s) thereof.
12. Buyer's Subcontract Representative - Such employee(s) of the Buyer, as
the Seller has received notice from the Buyer, as having authority to
act for and in behalf of the Buyer.
13. Lockheed Martin Corporation (LMC), Lockheed Martin (LM), Lockheed
Martin Services, Inc., or Lockheed Martin Services may be used inter-
changeably and all refer to the Buyer or Contractor.

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<PAGE>

LOCKHEED MARTIN SERVICES, INC.
SUBCONTRACT: G717053J74
SUBCONTRACTOR: ENTERTEK SYSTEMS

DEFINITIZED LABOR RATES

The fully loaded hourly labor rates by labor category negotiated and
definitized for this SUBCONTRACT, consisting of rates for the base period and
option years 1 through 4, follow this cover page.

<PAGE>

LOCKHEED MARTIN SERVICES, INC.
SUBCONTRACT.
SUBCONTRACTOR: EnterTek, Inc.

G/T= US Government Site or Tenant Site (Lockheed Martin Site)
2.2% Escalation applied on the billable rate for Option Years

Labor BASE OPTION 1 OPTION 2 OPTION 3 OPTION0N 4
Cat. No. Labor Category G/T G/T G/T G/T G/T
-------- ------------------------------------ ----------- ---------- -------- --------- ------------

2 Project Manager $0.00 $0.00 $0.00 $0.00 $0.00
3 Quality Assurance Manager $0.00 $0.00 $0.00 $0.00 $0.00
4 Quality Assurance Analyst $0.00 $0.00 $0.00 $0.00 $0.00
5 Project Control Specialist $0.00 $0.00 $0.00 $0.00 $0.00
6 Program Administration Specialist $0.00 $0.00 $0.00 $0.00 $0.00
7 Senior Functional Analyst $53.39 $54.56 $55.76 $56.99 $58.24
8 Functional Analyst $0.00 $0.00 $0.00 $0.00 $0.00
9 Principal Systems Architect $0.00 $0.00 $0.00 $0.00 $0.00
10 Senior Systems Architect $51.80 $52.94 $54.10 $55.29 $56.51
11 Principal Information Engineer $0.00 $0.00 $0.00 $0.00 $0.00
12 Senior Information Engineer $51.80 $52.94 $54.10 $55.29 $56.51
13 Senior Computer Systems Analyst $37.18 $38.00 $38.84 $39.69 $40.56
14 Computer Systems Analyst $0.00 $0.00 $0.00 $0.00 $0.00
15 Junior Computer Systems Analyst $0.00 $0.00 $0.00 $0.00 $0.00
16 Senior Application Engineer $49.79 $50.89 $52.01 $53.15 $54.32
17 Applications Engineer $0.00 $0.00 $0.00 $0.00 $0.00
18 Application Programmer $0.00 $0.00 $0.00 $0.00 $0.00
19 Junior Application Programmer $0.00 $0.00 $0.00 $0.00 $0.00
20 Student Application Programmer $0.00 $0.00 $0.00 $0.00 $0.00
21 Senior Data Base Management Specialist $37.99 $38.83 $39.68 $40.55 $41.44
22 Data Base Management Specialist $0.00 $0.00 $0.00 $0.00 $0.00
23 Data Entry Clerk $0.00 $0.00 $0.00 $0.00 $0.00
24 Operations Manager $0.00 $0.00 $0.00 $0.00 $0.00
25 System Administrator $0.00 $0.00 $0.00 $0.00 $0.00
26 System Operator $0.00 $0.00 $0.00 $0.00 $0.00
27 Senior Training Specialist $0.00 $0.00 $0.00 $0.00 $0.00
28 Training Specialist $0.00 $0.00 $0.00 $0.00 $0.00
29 Help Desk Manager $32.16 $32.87 $33.59 $34.33 $35.09
30 Help Desk Specialist $0.00 $0.00 $0.00 $0.00 $0.00
31 Hardware Specialist $31.13 $31.81 $32.51 $33.23 $33.96
32 Senior Hardware Install Technician $0.00 $0.00 $0.00 $0.00 $0.00
33 Hardware Install Technician $0.00 $0.00 $0.00 $0.00 $0.00
34 Hardware Draftsman $0.00 $0.00 $0.00 $0.00 $0.00
35 Senior Network Installation Technician $0.00 $0.00 $0.00 $0.00 $0.00
36 Network Installation Technician $0.00 $0.00 $0.00 $0.00 $0.00
37 Network Draftsman $0.00 $0.00 $0.00 $0.00 $0.00
38 Communications Network Manager $42.04 $42.96 $43.91 $44.88 $45.87
39 Communications Specialist $25.90 $26.47 $27.05 $27.65 $28.26
40 Principal Business Process Reeng. Spec. $0.00 $0.00 $0.00 $0.00 $0.00
41 Sr Business Process Reeng. Specialist $0.00 $0.00 $0.00 $0.00 $0.00
42 Cost Analyst $0.00 $34.76 $35.52 $36.30 $37.10
43 Data Standardization Specialist $0.00 $0.00 $0.00 $0.00 $0.00
44 Documentation Specialist $0.00 $0.00 $0.00 $0.00 $0.00
45 Technical Writer/Editor $0.00 $0.00 $0.00 $0.00 $0.00
46 Sr Computer Security Systems Specialist $0.00 $0.00 $0.00 $0.00 $0.00
47 Computer Security Systems Specialist $0.00 $0.00 $0.00 $0.00 $0.00
48 Graphic Specialist $0.00 $0.00 $0.00 $0.00 $0.00
49 Electronic Meeting Technographer $0.00 $0.00 $0.00 $0.00 $0.00