SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS
OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, & 30
- --------------------------------------------------------------------------------
1.   REQUISITION NUMBER
     MPR PAHTV98023
- --------------------------------------------------------------------------------
2.   CONTRACT NO.
     DAAB15-99-D-0014
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3.   AWARD/EFFECTIVE DATE
     99/06/24
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4.   ORDER NUMBER
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5.   SOLICITATION NUMBER
     DAAB15-99-R-0004
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6.   SOLICITATION ISSUE DATE
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7.   FOR SOLICITATION INFORMATION CALL:

     a.   NAME
          Daniel Keyes

     b.   TELEPHONE NUMBER (No collect calls)
          (703) 325-8718
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8.   OFFER DUE DATE/LOCAL TIME
- --------------------------------------------------------------------------------
9.   ISSUED BY                                                     CODE W73QLH
     CECOM Acquisition Center - Washington
     2461 Eisenhower Ave., Hoffman I, Room 284
     Alexandria, Virginia 22331-0700
- --------------------------------------------------------------------------------
10.  THIS ACQUISITION IS

     [X] UNRESTRICTED
     [ ] SET ASIDE:  % FOR
     [ ] SMALL BUSINESS
     [ ] SMALL DISADV. BUSINESS
     [ ] 8(A)

     SIC:
     SIZE STANDARD:
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11.  DELIVERY FOR FOB DESTINATION UNLESS BLOCK IS MARKED

     [ ] SEE SCHEDULE
- --------------------------------------------------------------------------------
12.  DISCOUNT TERMS
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13a. [ ] THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700)
- --------------------------------------------------------------------------------
13b. RATING
- --------------------------------------------------------------------------------
14.  METHOD OF SOLICITATION

     [ ] RFQ.  [ ] IFB  [X] RFP
- --------------------------------------------------------------------------------
15.  DELIVER TO                                                    CODE
     To be identified on each delivery oder
- --------------------------------------------------------------------------------
16.  ADMINISTERED BY                                               CODE
     Same as Block 9
- --------------------------------------------------------------------------------
17a. CONTRACTOR/OFFEROR                                            CODE 04NA3
     Comtech Mobile Datacom Corp.
     19540 Amaranth Drive                                          FACILITY
     Germantown, MD 20874                                          CODE
     TELEPHONE NO. (301) 428-2101
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17b. [ ] CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN OFFER




- --------------------------------------------------------------------------------
18a. PAYMENT WILL BE MADE BY                                       CODE
     To be identified on each delivery order
- --------------------------------------------------------------------------------
18B. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK BELOW IS CHECKED
     [X]  SEE ADDENDUM
- --------------------------------------------------------------------------------
19.  ITEM NO.
- --------------------------------------------------------------------------------
20.  SCHEDULE OF SUPPLIES/SERVICES
     See 1449, Part I.b

(Attach Additional Sheets as Necessary)
- --------------------------------------------------------------------------------
21.  QUANTITY
- --------------------------------------------------------------------------------
22.  UNIT
- --------------------------------------------------------------------------------
23.  UNIT PRICE
- --------------------------------------------------------------------------------
24.  AMOUNT
- --------------------------------------------------------------------------------
25.  ACCOUNTING AND APPROPRIATION DATA
     See Continuation of 1449, Part I.a
- --------------------------------------------------------------------------------
26.  TOTAL AWARD AMOUNT (For Govt. Use Only)
     $100,000.00
- --------------------------------------------------------------------------------
27a. [X]  SOLICITATION INCORPORATES BY REFERENCE FAR 52.212-1, 52.212-4, FAR
          52.212-3 AND 52.212-5 ARE ATTACHED.ADDENDA [X]ARE [ ]ARE NOT ATTACHED.
- --------------------------------------------------------------------------------
27b. [X]  CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4,
          52.212-5 IS ATTACHED.  ADDENDA [X] ARE [ ] ARE NOT ATTACHED.
- --------------------------------------------------------------------------------
28.  [X]  CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN _2_ COPIES
          TO ISSUING OFFICE, CONTRACTOR AGREES TO FURNISH AND DELIVER ALL ITEMS
          SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND ON ANY ADDITIONAL SHEETS
          SUBJECT TO THE TERMS AND CONDITIONS SPECIFIED HEREIN.
- --------------------------------------------------------------------------------
29.  [X]  AWARD OF CONTRACT: REFERENCE  See Part I.a. OFFER DATED
          _________________, YOUR OFFER ON SOLICITATION (BLOCK 5) INCLUDING
          ANY ADDITIONS OR CHANGES WHICH ARE SET FORTH HEREIN, IS ACCEPTED
          AS TO ITEMS.
- --------------------------------------------------------------------------------
30a. SIGNATURE OF OFFEROR/CONTRACTOR

     _____________________________________
- --------------------------------------------------------------------------------
30b. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

     Joel R. Alper
     President
- --------------------------------------------------------------------------------
30c. DATE SIGNED
     June 24, 1999
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31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)
- --------------------------------------------------------------------------------
31b. NAME OF CONTRACTING OFFICER (TYPE OR PRINT)

     Kevin S. Sommer
- --------------------------------------------------------------------------------
31c. DATE SIGNED
     6/24/99
- --------------------------------------------------------------------------------
32a. QUANTITY IN COLUMN 21 HAS BEEN

     [ ]  RECEIVED
     [ ]  INSPECTED
     [ ]  ACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED





- --------------------------------------------------------------------------------
32b. SIGNATURE OF AUTHORIZED GOVT. REPRESENTATIVE
- --------------------------------------------------------------------------------
32c. DATE
- --------------------------------------------------------------------------------
33.  SHIP NUMBER

     [ ] PARTIAL
     [ ] FINAL
- --------------------------------------------------------------------------------
34.  VOUCHER NUMBER
- --------------------------------------------------------------------------------
35.  AMOUNT VERIFIED CORRECT FOR
- --------------------------------------------------------------------------------
36.  PAYMENT

     [ ] COMPLETE
     [ ] PARTIAL
     [ ] FINAL
- --------------------------------------------------------------------------------
37.  CHECK NUMBER
- --------------------------------------------------------------------------------
38.  S/R ACCOUNT NUMBER
- --------------------------------------------------------------------------------
39.  S/R VOUCHER NUMBER
- --------------------------------------------------------------------------------
40.  PAID BY
- --------------------------------------------------------------------------------
41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT
- --------------------------------------------------------------------------------
41b. SIGNATURE AND TITLE OF CERTIFYING OFFICER
- --------------------------------------------------------------------------------
41c. DATE
- --------------------------------------------------------------------------------
42a. RECEIVED BY (Print)
- --------------------------------------------------------------------------------
42b. RECEIVED AT (Location)
- --------------------------------------------------------------------------------
42c. DATE REC'D (YY/MM/DD)
- --------------------------------------------------------------------------------
42d. TOTAL CONTAINERS
- --------------------------------------------------------------------------------
AUTHOIRZED FOR LOCAL REPRODUCTION
SEE PAGE 2 FOR QMB CONTROL NUMBER AND PAPERWORK
STANDARD FORM 1449 (10-95)
Prescribed by GSA-FAR (48 CFR) 53.212
BURDEN STATEMENT




                                                                DAAB15-99-D-0014

                     PART 1.a: CONTINUATION OF SF FORM 1449

BLOCKS 27.a AND 29: The contractor's proposal for the "Movement Tracking System"
(MTS), Volume I - Technical,  dated 17 March, 1999 updated through 9 June, 1999,
attached hereto as Attachment  III.e, is hereby  incorporated into the contract.
In addition to the  contractor's  proposal and the identified FAR provisions and
clauses  which  have been  incorporated  by  reference  into the  contract,  the
following documents comprise this solicitation/contract:

PART                             DESCRIPTION                                FILE
                                PART I: SF 1449

SF1449 Solicitation/Contract Order for Commercial Items Cover Sheet     1449.doc
I.a    Continuation of SF 1449                                            1a.doc
I.b    Contract Line Item Number (CLIN) List:                             1b.xls

                                PART II: CLAUSES
II.a   FAR Clause 52.212-4 and Addenda, Contract Terms               2.a-b-c.doc
       and Conditions - Commercial Items

II.b   FAR Clause  52.212-5,  Contract  Terms and Conditions         2.a-b-c.doc
       Required to Implement  Statues or Executive  Orders -
       Commercial Items

II.c   DFARS  Clause   252.212-7001,   Contract   Terms  and         2.a-b-c.doc
       Conditions   Required   to   Implement   Statutes  or
       Executive Orders  Applicable to Defense  Acquisitions
       of Commercial  Items  and  DFARS  Clause 252.227-7013,
       Rights in Technical Data - Non-Commercial Items

                   PART III: ATTACHMENTS

III.a  MTS Statement of Objectives                                       3-a.doc

III.b  MTS Statement of Work and Specification                           3-b.doc
         Appendix I:    Applicable  Documents
         Appendix II:   Definitions
         Appendix III:  Equipment  Specification
III.c  DD Form 254, DoD Contract Security Classification  Specification
III.d  Offeror's Certification of Requirements
III.e  Proposal


Part I.a:         CONTINUATION OF SF 1449
File Name:        1-a                                                          1

                                                                DAAB15-99-D-0014


BLOCK 6, SOLICITATION ISSUE DATE: 5 February, 1999.

BLOCK 8, OFFEROR DUE DATE/LOCAL TIME: N/A

BLOCK 9:  This is an  indefinite-delivery/indefinite-quantity  (ID/IQ)  contract
with centralized  ordering.  The ordering office is identified at Block 9 on the
face of the SF 1449.

BLOCK 10, SIC: 3812, SIZE STANDARD: 750

BLOCK 11:  Delivery  of the  supplies  shall be in  accordance  with FAR  Clause
52.247-35,  FOB  Destination,   Within  Consignee's  Premises,  and  FAR  Clause
52.247-48, FOB Destination-Evidence of Shipment.

BLOCK 15, DELIVERY REQUIREMENTS: Supplies/services shall be delivered within the
timeframes  set  forth  in the  respective  delivery  orders.  Orders  shall  be
considered received as follows:

(a) If  express  mailed,  no later  than two days  from the date of the  express
mailing;

(b) If sent via regular  mail, no later than five days from the date of mailing;
or

(c) If faxed or electronically transmitted, on the date of the transmission.

BLOCK 17b - REMITTANCE  ADDRESS:  Comtech Mobile Datacom,  19540 Amaranth Drive,
Germantown, MD 20874

BLOCK  18.a -  INVOICES:  Invoices,  prepared  in  accordance  with  Part  II.a,
paragraph (g) of this contract,  shall be submitted to the address identified in
each delivery order.

BLOCKS 19 THROUGH 24 - SCHEDULE OF SUPPLIES/SERVICES:

(a) This is an ID/IQ  contract with  firm-fixed  price (FFP)  contract line item
numbers  (CLINs).  The  purpose of the  acquisition  is to acquire  commercially
available   equipment   and  services  to  provide  a  worldwide   two-way  data
communication  and  Global   Positioning   Satellite  (GPS)  based  geo-location
capability  between  handheld  units,  mobile  units  mounted in  vehicles,  and
computer  based control  stations which send and receive data as well as display
other users' GPS location.

(b) The  Government  guarantees to place as a minimum,  orders with an aggregate
total of at least $100,000.  The aggregate total of delivery orders issued under
this contract shall not exceed $418.2 million; i.e., the contract ceiling.

(c) The total contract life, subject to exercise of FAR Clause 52.217-9,  Option
to Extend the Term of the  Contract,  is 96 months from receipt of the notice to
proceed  (issued  pursuant to Part II.a,  paragraph (u) of this  contract).  The
ordering period for hardware (units and sub-units) is 60 months and the ordering
period for all other CLINs is 96 months.  The  Government  is in no way bound to
extend the ordering period beyond the base contract period of 12 months.

Part I.a:         CONTINUATION OF SF 1449
File Name:        1-a                                                          2



                                                                DAAB15-99-D-0014



(d) The Master CLIN List is at Part I.b of this contract.  The CLINs are divided
into eight series:

                  SERIES                    DESCRIPTION
                  ------                    -----------
                  0xxx Series               Base Year CLINs
                  lxxx Series               Second Year CLINs
                  2xxx Series               Third Year CLINs
                  3xxx Series               Fourth Year CLINs
                  4xxx Series               Fifth Year CLINs
                  5xxx Series               Sixth Year CLINs
                  6xxx Series               Seventh Year CLINs
                  7xxx Series               Eighth Year CLINs

The lxxx  through 7xxx series CLINs are subject to "Option to Extend the Term of
the Contract".

(e) The following is a summary of the CLINs contained in each year.  (Note:  The
'x' in each CLIN represents the applicable series; i.e., year, identified in the
preceding paragraph.):

                  CLIN   DESCRIPTION
                  ----   -----------
                  x001   Mobile Unit VI
                  x002   Mobile Unit VI Sub-Units
                  x003   Mobile Unit VI Replaceable Items
                  x004   Mobile Unit VI, Commercial Manual
                  x005   Mobile Unit VI, MTS Manual and Training Materials
                  x006   Mobile Unit V2
                  x007   Mobile Unit V2 Sub-Unit
                  x008   Mobile Unit V2 Replaceable Units
                  X009   Mobile Unit V2, Commercial Manual
                  X010   Mobile Unit V2, MTS Manual and Training Materials
                  X011   Control Station
                  x012   Control Station Sub-Units
                  x013   Control Station Replaceable Items
                  x014   Control Station, Commercial Manual
                  X015   Control Station, MTS Manual and Training Materials
                  x016   Monthly Project Status Report
                  x017   Quarterly Logistics and Maintenance Report
                  x018   Worldwide Web Site
                  X019   Technical Support Services
                  x020   Air Time Per Unit
                  x021   Maintenance


Part I.a:         CONTINUATION OF SF 1449
File Name:        1-a                                                          3


                                                                DAAB15-99-D-0014

BLOCK 25 - ACCOUNTING AND APPROPRIATION DATA:

(a) The Accounting and Appropriation Data for this contract is as follows:

2182035 86D 6D12 P5110 25CZ S20113          $100,000.00
PROM J6-8-2M241-J6-EH
ACRN: AA

(b) The  aforementioned  funds are  obligated  to cover the  minimum  guaranteed
quantity (as set forth in  paragraph b of Blocks 19 through 24). The  contractor
is not  authorized  to submit an invoice  for this  amount at this  time.  These
funds,  or any  portion  of these  funds,  may  either  be used to fund a future
delivery order(s), or shall be de-obligated once the minimum guaranteed quantity
is ordered under the contract.

(c)  Accounting  and  Appropriation  Data  for  each  delivery  order  shall  be
identified on the respective delivery order.

                                END OF PART I.A



Part I.a:         CONTINUATION OF SF 1449
File Name:        1-a                                                          4




                                                                                DAAB15-99-D-0014




                               SECTION I.b - CLIN LIST (BASE YEAR THROUGH OPTION YEAR 3)

                                                                                          
                                                                                  BASE   OPTION YR  OPTION YR  OPTION YR
                                                                                  YEAR   ONE        TWO        THREE
                                                                            UNIT  0xxx   1xxx       2xxx       3xxx
                                                                OEM/         OF   UNIT   UNIT       UNIT       UNIT
CLIN   DESCRIPTION                      REFERENCES           MAKE/MODEL    EASUR  PRICE  PRICE      PRICE      PRICE

       Mobile Unit V1 (MUV1)
x001   Mobile Unit V1              Part IIIb, Appendix III   MU-V1          ea  $XX         $XX   $XX             $XX
z002   Mobile Unit V1 Sub-units
x002AA Mobile Terminal with Mag    Part IIIb, Appendix III   MT2010-1MM     ea  $XX         $XX   $XX             $XX
       Mount & Extra Battery                                 (SCI)
       includes subCLIN 003AB
       (1 ea)
x002AB PCMCIA and Cable Ass'y for  Part IIIb, Appendix III   ELAN/SL232     ea  $XX     $XX       $XX           $XX
       PLGER Port                                            PC Card
x002AC Palmtop and battery set,    Part IIIb, Appendix III   HP 360 LX (HP) ea  $XX     $XX       $XX         $XX
       includes messaging
       software, subCLINs
       003AD-AG (1 ea)
x002AD Transit Case                Part IIIb, Appendix III   Case V1 (ESC)  ea  $XX         $XX       $XX                 $XX
x003   Mobile Unit V1
       Replaceable Items
x003AA MT 2010 Battery - Mobile    Part IIIb, Appendix III   V1-BA-001(SCI) ea  $XX     $XX       $XX           $XX
       Terminal
x003AB 10 ft cable fm Tx/Rx and    Part IIIb, Appendix III   V1-CBL-020(SCI)ea  $XX         $XX       $XX               $XX
       2-Item Power Adapter
x003AC PCMCIA and Cable Ass'y      Part IIIb, Appendix III   ELAN/SL232
       for PLGER Port                                        PC Card        ea  $XX         $XX       $XX         $XX
x003AD Synch Cable                 Part IIIb, Appendix III   HP/F1238       ea  $XX     $XX       $XX             $XX
x003AE Power Cable                 Part IIIb, Appendix III   HP             ea  $XX         $XX   $XX     $XX
x003AF Battery Set (Extra battery) Part IIIb, Appendix III   HP             ea  $XX         $XX   $XX             $XX
x003AG World Wide Battery Charger  Part IIIb, Appendix III   HP/F1218#ABA   ea  $XX         $XX   $XX             $XX
x004   Mobile Unit V1,
       Commercial Manual           Part IIIb, Para 6.5       Include in Clin x001
x005   Mobile Unit V1, MTS Manual  Part IIIb, Para 6.5                      ea  $XX         $XX   $XX             $XX
       and Training Materiel
       Mobile Unit V2 (MUV2)
x006   Mobile Unit V2              Part IIIb, Appendix III   MU-V2          ea  $XX         $XX   $XX             $XX
x007   Mobile Unit V2 Sub-units
x007AA Mobile Terminal with        Part IIIb, Appendix III   MT2010-1 (SCI) ea  $XX         $XX   $XX             $XX
       Extra Battery
x007AB Laptop Computer w. battery  Part IIIb, Appendix III   HHC 133 (PGI)  ea  $XX         $XX   $XX             $XX
       & extra battery, mappin
       messaging software,
       subCLINs 008AD-AF (1 ea)
x007AC Keyboard                    Part IIIb, Appendix III   PGI            ea  $XX         $XX   $XX             $XX
x007AD Hard Drive (HHC-133)        Part IIIb, Appendix III   HHC133-HD(PGI) ea  $XX         $XX   $XX             $XX
x007AE Transit Case                Part IIIb, Appendix III   Case V2 (ESC)  ea  $XX         $XX   $XX             $XX
x008   Mobile Unit V2 Replaceable
       Items
x008AA MT 2010 Battery - Mobile    Part IIIb, Appendix III   V1-BA-001 SCI) ea  $XX         $XX   $XX             $XX
       Terminal
x008AB Keyboard (HHC-133)          Part IIIb, Appendix III   PS2 (PGI)      ea  $XX         $XX   $XX             $XX
x008AC Battery (HHC-133)           Part IIIb, Appendix III   HHC133-BA(PGI) ea  $XX         $XX   $XX             $XX
x008AD Data Cable (HHC-133)        Part IIIb, Appendix III   HHC133-DC(PGI) ea  $XX         $XX   $XX             $XX


                                                         1

                                                                                                                  DAAB15-99-D-0014

                                    SECTION I.b - CLIN LIST (BASED YEAR THROUGH OPTION YEAR 3)

                                                                                  BASE   OPTION YR  OPTION YR  OPTION YR
                                                                                  YEAR   ONE        TWO        THREE
                                                                            UNIT  0xxx   1xxx       2xxx       3xxx
                                                                OEM/         OF   UNIT   UNIT       UNIT       UNIT
CLIN   DESCRIPTION                      REFERENCES            MAKE/MODEL   EASUR PRICE  PRICE      PRICE      PRICE

x008AE Power Cable (HHC-133) to    Part IIIb, Appendix III   HHC133-PC(PGI) ea  $XX         $XX   $XX             $XX
       DC Power
x008AF Battery Charger (HHC-133)   Part IIIb, Appendix III   HHC133-BC(PGI) ea  $XX         $XX   $XX             $XX
       (World-wide)
x009   Mobile Unit V2, Commercial  Part IIIb, Para 6.5       Included in
       Manual                                                Clin x006
x010   Mobile Unit V2, MTS         Part IIIb, Para 6.5                      ea  $XX         $XX   $XX             $XX
       Manuals and Training
       Materie
       Control Station (CS)
x011   Control Station             Part IIIb, Appendix III   CS-1           ea  $XX         $XX   $XX             $XX
x012   Control Station Sub-units
x012AA Mobile Terminal and Extra   Part IIIb, Appendix III   MT2010-1 (SCI) ea  $XX         $XX   $XX             $XX
       Battery and subCLIN 013
x012AB Laptop Computer w. battery  Part IIIb, Appendix III   DC2020 (SCI)   ea  $XX         $XX   $XX             $XX
       & extra battery, mappin
       messaging software, &
       subCLIN 013AD (1 ea)
x012AC Hard Disk DC 2020 Laptop    Part IIIb, Appendix III   CS-HD-001(SCI) ea  $XX         $XX   $XX             $XX
x012AD Printer and 2 batteries,    Part IIIb, Appendix III   HP 340CBi (HP) ea  $XX         $XX   $XX             $XX
       w. subCLINs 0013AE-AG(1
x012AE Transit Case                Part IIIb, Appendix III   Case CS (ESC)  ea  $XX         $XX   $XX             $XX
x013   Control Station
       Replaceable Items
x013AA MT 2010 Battery, Mobile     Part IIIb, Appendix III   V1-BA-001(SCI) ea  $XX         $XX   $XX             $XX
       Terminal
x013AB 100 FT Cable & Power        Part IIIb, Appendix III   CS-CPC-100(SCI)ea  $XX         $XX   $XX             $XX
       Converter
x013AC Battery DC 2020 Laptop      Part IIIb, Appendix III   CS-BA-001(SCI) ea  $XX         $XX   $XX             $XX
x013AD Battery Charger DC 2020     Part IIIb, Appendix III   CS-BC-001(SCI) ea  $XX         $XX   $XX             $XX
       Laptop
x013AE Printer Cartridge HP 340CBi Part IIIb, Appendix III   51625A (HP)    ea  $XX         $XX   $XX             $XX
x013AF Printer Cable HP 340CBi     Part IIIb, Appendix III   C2991A (HP)    ea  $XX         $XX   $XX             $XX
       (10 Ft)
x013AG Battery Charger HP 340BCi   Part IIIb, Appendix III   C3004A (HP)    ea  $XX         $XX   $XX             $XX
       (World-wide) - Printer
x013AH Battery HP 340CBi -         Part IIIb, Appendix III   C3059A (HP)    ea  $XX         $XX   $XX             $XX
       Printer
x014   Control Station,            Part IIIb, Para 6.5       Include in
       Commercial Manual                                     Clin x011
x015   Control Station, MTS Manual Part IIIb, Para 6.5                      ea  $XX         $XX   $XX             $XX
       and Training Materiels
       Documentation, Reports and
       Support Services
x016   Monthly Project Status      Part IIIb, para 6.7.1                 Monthly$XX         $XX   $XX             $XX
       Report
x017   Quarterly Logistics and     Part IIIb, para 6.7.2               Quarterly$XX         $XX   $XX             $XX
       Maintenance Report
x018   Worldwide Web Site          Part IIIb, para 6.7.3                 Yearly $XX         $XX   $XX             $XX

x019   Technical Support Services
x019AA Program Manager             Part IIIb, para 6.11                    hour $XX         $XX   $XX             $XX
x019AB Site Leader                 Part IIIb, para 6.11                    hour $XX         $XX   $XX             $XX


                                                         2


                                                                                                                  DAAB15-99-D-0014

                                    SECTION I.b - CLIN LIST (BASED YEAR THROUGH OPTION YEAR 3)


                                                                                  BASE   OPTION YR  OPTION YR  OPTION YR
                                                                                  YEAR   ONE        TWO        THREE
                                                                            UNIT  0xxx   1xxx       2xxx       3xxx
                                                                OEM/         OF   UNIT   UNIT       UNIT       UNIT
CLIN   DESCRIPTION                      REFERENCES            MAKE/MODEL   EASUR  PRICE  PRICE      PRICE      PRICE

x019AC Mechanical Installer        Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AD Systems Trainer             Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AE Senior Engineer             Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AF Junior Engineer             Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AG Senior Software Analyst     Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AH System Analyst              Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AI Software Programmer         Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AJ Test Analyst                Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AK Mechanical Engineer         Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AL Mechanical Fabricator       Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AM Electrical Engineer         Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AN Electrical Fabricator       Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AO Technical Writer            Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX
x019AP Clerical                    Part IIIb., para 6.11                    hour $XX     $XX        $XX    $XX

x020   Air Time Per Unit           Part IIIb., para 6.9
x020AA Mobile Unit V1              Part IIIb., para 6.9                     Day          $XX        $XX    $XX
x020AB Mobile Unit V2              Part IIIb., para 6.9                     Day          $XX        $XX    $XX
x020AC Control Station             Part IIIb., para 6.9                     Day          $XX        $XX    $XX

x021   Maintenance
x021AA Maintenance:  x001          Part IIIb., para 6.4.6     MU-V1         Month                              $XX
x021AB Maintenance:  x006          Part IIIb., para 6.4.6     MU-V2         Month                              $XX
x021AC Maintenance:  x0011         Part IIIb., para 6.4.6     CS-1          Month                              $XX


                                                         3





                                                                                                                  DAAB15-99-D-0014

                                    SECTION I.b - CLIN LIST (BASED YEAR 4 THROUGH OPTION YEAR 7)



                                                                                       
                                                                                 BASE YR OPTION YR  OPTION YR  OPTION YR
                                                                                  FOUR   FIVE       SIX        SEVEN
                                                                            UNIT  4xxx   5xxx       6xxx       7xxx
                                                                OEM/         OF   UNIT   UNIT       UNIT       UNIT
CLIN   DESCRIPTION                      REFERENCES            MAKE/MODEL   EASUR  PRICE  PRICE      PRICE      PRICE

       Mobile Unit V1 (MUV1)
x001   Mobile Unit V1              Part IIIb, Appendix III    MU-V1          ea  $XX
x002   Mobile Unit V1 Sub-units
x002AA Mobile Terminal with Mag    Part IIIb, Appendix III    MT2010-1MM(SCI)ea  $XX
       Mount & Extra Battery
       includes subCLIN 003AB
       (1 ea)
x002AB PCMCIA and Cable Ass'y      Part IIIb, Appendix III    ELAN/SL232PC
       for PLGER Port                                         Card           ea  $XX
x002AC Palmtop and battery set,    Part IIIb, Appendix III    HP360 LX (HP)  ea  $XX
       includes messaging
       software, subCLINs
       003AD-AG (1 ea)
x002AD Transit Case                Part IIIb, Appendix III    Case VI (ESC)  ea  $XX
x003   Mobile Unit VI
       Replaceable Items
x003AA MT 2010 Battery -           Part IIIb, Appendix III    VI-BA-001(SCI) ea  $XX     $XX        $XX    $XX
       Mobile Terminal
x003AB 10 ft cable fm Tx/Rx and    Part IIIb, Appendix III    VI-CBL-020(SCI)ea  $XX     $XX        $XX    $XX
       2-Item Power Adapter
x003AC PCMCIA and Cable Ass'y for  Part IIIb, Appendix III    ELAN/SL232PC
       PLGER Port                                             Card           ea  $XX     $XX        $XX    $XX
x003AD Synch Cable                 Part IIIb, Appendix III    HP/F1238       ea  $XX     $XX        $XX    $XX
x003AE Power Cable                 Part IIIb, Appendix III    HP             ea  $XX     $XX        $XX    $XX
x003AF Battery Set (Extra battery) Part IIIb, Appendix III    HP             ea  $XX     $XX        $XX    $XX
x003AG World Wide Battery Charger  Part IIIb, Appendix III    HP/F1218#ABA   ea  $XX     $XX        $XX    $XX
x004   Mobile Unit V1, Commercial  Part IIIb, Para 6.5        Included in
       Manual                                                 Clin x001
x005   Moblie Unit V1, MTS Manual  Part IIIb, Para 6.5                       ea  $XX
       and Training Materiels
       Mobile Unit V2 (MUV2)
x006   Mobile Unit V2              Part IIIb, Appendix III    MU-V2          ea  $XX
x007   Mobile Unit V2 Sub-units
x007AA Mobile Terminal with Extra  Part IIIb, Appendix III    MT2010-1(SCI)  ea  $XX
       Battery
x007AB Laptop Computer w. battery  Part IIIb, Appendix III    HHC 133 (PGI)  ea  $XX
       & extra battery, mapping
       messaging software,
       subCLINs 008AD-AF (1 ea)
x007AC Keyboard                    Part IIIb, Appendix III    PGI            ea  $XX
x007AD Hard Drive (HHC-133)        Part IIIb, Appendix III    HHC 133-HD(PGI)ea  $XX
x007AE Transit Case                Part IIIb, Appendix III    Case V2 (ESC)  ea  $XX
x008   Mobile Unit V2 Replaceable
       Items


                                                                4




                                                                                                                  DAAB15-99-D-0014

                                    SECTION I.b - CLIN LIST (BASED YEAR 4 THROUGH OPTION YEAR 7)


                                                                                 BASE YR OPTION YR  OPTION YR  OPTION YR
                                                                                  FOUR   FIVE       SIX        SEVEN
                                                                            UNIT  4xxx   5xxx       6xxx       7xxx
                                                                OEM/         OF   UNIT   UNIT       UNIT       UNIT
CLIN   DESCRIPTION                      REFERENCES            MAKE/MODEL   EASUR  PRICE  PRICE      PRICE      PRICE

x008AA MT2010 Battery - Mobile     Part IIIb, Appendix III    V1-BA-001(SCI) ea  $XX     $XX        $XX    $XX
       Terminal
x008AB Keyboard (HHC-133)          Part IIIb, Appendix III    PS2(PGI)       ea  $XX     $XX        $XX    $XX
x008AC Battery (HHC-133)           Part IIIb, Appendix III    HHC133-BA(PGI) ea  $XX     $XX        $XX    $XX
x008AD Data Cable (HHC-133)        Part IIIb, Appendix III    HHC133-DC(PGI) ea  $XX     $XX        $XX    $XX
x008AE Power Cable (HHC-133) to    Part IIIb, Appendix III    HHC133-PC(PGI) ea  $XX     $XX        $XX    $XX
       DC Power
x008AF Battery Charger (HHC-133)   Part IIIb, Appendix III    HHC133-BC(PGI) ea  $XX     $XX        $XX    $XX
       Worldwide
x009   Mobile Unit V2, Commercial  Part IIIb, Para 6.5        Included in
       Manual                                                 Clin x006
x010   Mobile Unit V2, MTs Manuals Part IIIb, Para 6.5                       ea  $XX
       and Training Materiel
       Control Station
x011   Control Station (CS)        Part IIIb, Appendix III    CS-1           ea  $XX
x012   Control Station Sub-units
x012AA Mobile Terminal and Extra   Part IIIb, Appendix III    MT2010-1(SCI)  ea  $XX
       Battery and subCLIN 013
x012AB Laptop Computer w. battery  Part IIIb, Appendix III    DC2020(SCI)    ea  $XX
       & extra battery, mapping
       messaging software, &
       subCLIN 013AD (1 ea)
x012AC Hard Disk DC 2020 Laptop    Part IIIb, Appendix III    CS-HD-001(SCI) ea  $XX
x012AD Printer and 2 batteries,    Part IIIb, Appendix III    HP 340CBi(HP)  ea  $XX
       w. subCLINs 0013AE-AG (1
x012AE Transit Case                Part IIIb, Appendix III    Case CS (ESC)  ea  $XX
x013   Control Station
       Replacement Items
x013AA MT 2010 Battery, Mobile     Part IIIb, Appendix III    V1-BA-001(SCI) ea  $XX     $XX        $XX    $XX
       Terminal
x013AB 100 FT Cable & Power        Part IIIb, Appendix III    CS-CPC-100(SCI)ea  $XX     $XX        $XX    $XX
       Converter
x013AC Battery DC 2020 Laptop      Part IIIb, Appendix III    CS-BA-001(SCI) ea  $XX     $XX        $XX    $XX
x013AD Battery Charger DC 2020     Part IIIb, Appendix III    CS-BC-001(SCI) ea  $XX     $XX        $XX    $XX
       Laptop
x013AE Printer Cartridge HP 340CBi Part IIIb, Appendix III    51625A (HP)    ea  $XX     $XX        $XX    $XX
x013AF Printer Cable HP 340CBi     Part IIIb, Appendix III    C2991A(HP)     ea  $XX     $XX        $XX    $XX
       (10 Ft)
x013AG Battery Charger HP 340BCi   Part IIIb, Appendix III    C3004A (HP)    ea  $XX     $XX        $XX    $XX
       (World-wide) - Printer
x013AH Battery HP 340CBi - Printer Part IIIb, Appendix III    C3059A (H)     ea  $XX     $XX        $XX    $XX
x014   Control Station, Commercial Part IIIb.,Para 6.5        Included in
       Manual                                                 Clin x011
x015   Control Station, MTS Manual Part IIIb.,Para 6.5                       ea  $XX
       and Training Materiels
       Documentation, Reports and


                                                                5




                                                                                                                  DAAB15-99-D-0014

                                    SECTION I.b - CLIN LIST (BASED YEAR 4 THROUGH OPTION YEAR 7)


                                                                                 BASE YR OPTION YR  OPTION YR  OPTION YR
                                                                                  FOUR   FIVE       SIX        SEVEN
                                                                            UNIT  4xxx   5xxx       6xxx       7xxx
                                                                OEM/         OF   UNIT   UNIT       UNIT       UNIT
CLIN   DESCRIPTION                      REFERENCES            MAKE/MODEL   EASUR PRICE  PRICE      PRICE      PRICE

       Support Services
x016   Monthly Project Status      Part IIIb., para 6.7.1                 Monthly$XX     $XX        $XX    $XX
       Report
x017   Quarterly Logistics and     Part IIIb., para 6.7.2               Quarterly$XX     $XX        $XX    $XX
       Maintenance Report
x018   Worldwide Web Site          Part IIIb., para 6.7.3                 Yearly $XX     $XX        $XX    $XX

x019   Technical Support Services
x019AA Program Manager             Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AB Site Leader                 Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AC Mechanical Installer        Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AD Systems Trainer             Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AE Senior Engineer             Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AF Junior Engineer             Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AG Senior Software Analyst     Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AH System Analyst              Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AI Software Programmer         Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AJ Test Analyst                Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AK Mechanical Engineer         Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AL Mechanical Fabricator       Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AM Electrical Engineer         Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AN Electrical Fabricator       Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AO Technical Writer            Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX
x019AP Clerical                    Part IIIb., para 6.11                    hour$XX     $XX         $XX    $XX

x20    Air Time Per Unit
x020AA Mobile Unit V1              Part IIIb., para 6.9                     Day $XX     $XX         $XX    $XX
x020AB Mobile Unit V2              Part IIIb., para 6.9                     Day $XX     $XX         $XX    $XX
x020AC Control Station             Part IIIb., para 6.9                     Day $XX     $XX         $XX    $XX

x021   Maintenance


                                        6



                                                                                                                  DAAB15-99-D-0014

                                    SECTION I.b - CLIN LIST (BASED YEAR 4 THROUGH OPTION YEAR 7)


                                                                                 BASE YR OPTION YR  OPTION YR  OPTION YR
                                                                                  FOUR   FIVE       SIX        SEVEN
                                                                            UNIT  4xxx   5xxx       6xxx       7xxx
                                                                OEM/         OF   UNIT   UNIT       UNIT       UNIT
CLIN   DESCRIPTION                      REFERENCES            MAKE/MODEL  MEASURE PRICE  PRICE      PRICE      PRICE

x021AA Maintenance:  x001          Part IIIb. Para 6.4.6      MU-V1        Month $XX     $XX        $XX    $XX
x021AB Maintenance:  x006          Part IIIb. Para 6.4.6      MU-V2        Month $XX     $XX        $XX    $XX
x021AC Maintenance:  x0011         Part IIIb. Para 6.4.6      CS-1         Month $XX     $XX        $XX    $XX
















                                        7






                                                     DAAB15-99-D-0014-99-D-0014

In accordance with FAR 12.302, Tailoring of Provisions and Clauses for the
Acquisition of Commercial Items, FAR Clause 52.212-4 is tailored as follows to
reflect special contact terms and conditions that are unique for this contract.
This tailored clause supersedes the version of FAR Clause 52.212-4 that was
incorporated by reference into the contract.

                                   Part II.a

                        FAR CLAUSE 52.212-4 AND ADDENDA
                CONTRACT TERMS AND CONDITIONS-COMMERCIAL ITEMS,
                                    (APR 98)

(a) Inspection/Acceptance.

(1) The Contractor shall only tender for acceptance those items that conform to
the requirements of this contract. The Government reserves the right to inspect
or test any supplies or services that have been tendered for acceptance. The
Government may require repair or replacement of nonconforming supplies or
reperformance of nonconforming services at no increase in contract price. The
Government must exercise its post-acceptance rights (1) within a reasonable time
after the defect was discovered or should have been discovered; and (2) before
any substantial change occurs in the condition of the item, unless the change is
due to the defect in the item.

(2) A Defense Contract Management Command representative shall inspect and
accept supplies at the place of origin. At the option of the Administrative
Contracting Officer (ACO), alternate release procedures, in accordance with
Defense Acquisition Regulation Supplement (DFARS) 246.471 (b) and DFARS Appendix
F, may be utilized. The using activity representative, as stated on each
delivery order, shall inspect and accept services at the using activity.

(b) Assignment. The Contractor or its assignee's rights to be paid amounts due
as a result of performance of this contract, may be assigned to a bank, trust
company, or other financing institution, including any Federal lending agency in
accordance with the Assignment of Claims Act (31 U.S.C. 3727).

(c) Changes. The Government reserves the right to issue unilateral modifications
to effect administrative changes. All other changes in the terms and conditions
of this contract may be made only by written agreement of the parties.

(d) Disputes. This contract is subject to the Contract Disputes Act of 1978, as
amended (41 U.S.C. 601-613). Failure of the parties to this contract to reach
agreement on any request for equitable adjustment, claim, appeal or action
arising under or relating to this contract shall be a dispute to be resolved in
accordance with the clause at FAR 52.233-1, Disputes, which is incorporated
herein by reference. The Contractor shall proceed diligently with performance of
this contract, pending final resolution of any dispute arising under the
contract.

(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein
by reference.

(f) Excusable delays. The Contractor shall be liable for default unless
nonperformance is caused by an occurrence beyond the reasonable control of the
Contractor and without its fault or negligence such as, acts of God or the
public enemy, acts of the Government in either its sovereign or contractual
capacity, fires, floods, epidemics, quarantine restrictions, strikes, and
unusually severe weather. The Contractor

Part II:    CLAUSES
Part II.a:  Addendum to FAR Clause 52.212-4
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                                                              DAAB15-99-D-0014

shall notify the Contracting Officer in writing as soon as it is reasonably
possible after the commencement of any excusable delay, setting forth the full
particulars in connection therewith, shall remedy such occurrence with all
reasonable dispatch, and shall promptly give written notice to the Contracting
Officer of the cessation of such occurrence.

(g) Invoice. The Contractor shall submit an original invoice and three copies
(or electronic invoice, if authorized,) to the address designated in the
contract to receive invoices. An invoice must include:

(1) Name and address of the Contractor;
(2) Invoice date;
(3) Contract number, contract line item number and, if applicable, the order
number; (4) Description, quantity, unit of measure, unit price and extended
price of the items delivered; (5) Shipping number and date of shipment including
the bill of lading number and weight of shipment if shipped on Government bill
of lading; (6) Terms of any prompt payment discount offered; (7) Name and
address of official to whom payment is to be sent; and (8) Name, title, and
phone number of person to be notified in event of defective invoice. Invoices
will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and
Office of Management and Bud(yet (OMB) Circular A-125, Prompt Payment.
Contractors are encouraged to assign an identification number to each invoice.

(h) Patent indemnity. The Contractor shall indemnity the Government and its
officers, employees and agents against liability, including costs, for actual or
alleged direct or contributory infringement of, or inducement to infringe, any
United States or foreign patent, trademark or copyright, arising out of the
performance of this contract, provided the Contractor is reasonably notified of
such claims and proceedings.

(i) Payment. Payment shall be made for items accepted by the Government that
have been delivered to the delivery destinations set forth in this contract. The
Govemment will make payment in accordance with the Prompt Payment Act (31 U.S.C.
3903) and Office of Management and Budget (OMB) Circular A125, Prompt Payment.
Unless otherwise provided by an addendum to this contract, the Government shall
make payment in accordance with the clause at FAR 52.232-33, Mandatory
Information for Electronic Funds Transfer Payment, which is incorporated herein
by reference. In connection with any discount offered for early payment, time
shall be computed from the date of the invoice. For the purpose of computing the
discount earned, payment shall be considered to have been made on the date which
appears on the payment check or the specified payment date if an electronic
funds transfer payment is made.

(1) Termination for the Government's convenience. The Govemment reserves the
right to terminate this contract or any part hereof, for its sole convenience.
In the event of such termination, the Contractor shall immediately stop all work
hereunder and shall immediately cause any and all of its suppliers and

Part H: CLAUSES
Part 11.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

subcontractors to cease work. Subject to the terms of this contract, the
Contractor shall be paid a percentage of the contract price reflecting the
percentage of the work performed prior to the notice of termination, plus
reasonable charges the Contractor can demonstrate to the satisfaction of the
Government using its standard record keeping system, have resulted from the
termination. The Contractor shall not be required to comply with the cost
accounting standards or contract cost principles for this purpose. This
paragraph does not give the Government any right to audit the Contractor's
records. The Contractor shall not be paid for any work performed or costs
incurred which reasonably could have been avoided.

(m) Termination for Cause. The Government may terminate this contract, or any
part hereof, for cause in the event of any default by the Contractor, or if the
Contractor fails to comply with any contract terms and conditions, or fails to
provide the Government upon request, with adequate assurances of future
performance. In the event of termination for cause, the Government shall not be
liable to the Contractor for any amount for supplies or services not accepted or
for any portion of the contract minimum guaranteed quantity remaining at the
time of termination, and the Contractor shall be liable to the Government for
any and all rights and remedies provided by law. If it is determined that the
Government improperly terminated this contract for default, such termination
shall be deemed a termination for convenience.

(n) Title. Unless specified elsewhere in this contract, title to items furnished
under this contract shall pass to the Government upon acceptance, regardless of
when or where the Government takes physical possession.

(o) Warranty. The Contractor warrants and implies that the items delivered
hereunder are merchantable and fit for use for the particular purpose described
in this contract. Additional warranty requirements are discussed in Part III.b.,
paragraph 6.4.

(p) Limitation of liability. Except as otherwise provided by an express or
implied warranty, the Contractor will not be liable to the Government for
consequential damages resulting from any defect or deficiencies in accepted
items.

(q) Other compliances. The Contractor shall comply with all applicable Federal,
State and local laws, executive orders, rules and regulations applicable to its
performance under this contract.

(r) Compliance with laws unique to Government contracts. The Contractor agrees
to comply with 31 U.S.C. 1352 relating to limitations on the use of appropriated
funds to influence certain Federal contracts; 18 U.S.C. 431 relating to
officials not to benefit; 40 U.S.C 327, et seq., Contract Work Hours and Safety
Standards Act; 41 U.S.C. 51-58, Anti-Kickback Act of 1986; 41 U.S.C. 265 and 10
U.S.C. 2409 relating to whistle blower protections; 49 U.S.C 40118, Fly
American; and 41 U.S.C. 423 relating to procurement integrity.

(s) Order of Precedence. Any inconsistencies in this solicitation or contract
shall be resolved by giving precedence in the following order:

    (1) Offeror's executed Certification of Requirements (Part III.d);

    (2) the schedule of supplies/services (i.e., Blocks 19 through 24 of the
Standard Form 1449 as set forth at Contract Parts I.a and I.b.);

Part 11: CLAUSES
Part II.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014


     (3) the Assigmnents, Disputes, Payments, Invoice, Other Compliances, and
Compliance with Laws Unique to Government Contracts paragraphs of this clause;

     (4) FAR Clause 52.212-5 (as set forth at Contract Part II.b)

     (5) DFARS Clause 252.212-7001 (as set forth at Contract Part II.c);

     (6) other provisions (i.e., Addendum to FAR Provision 52.212-1,
Intructions to Offeror-Commercial Items, FAR Provision 52.212-3, DFARS Provision
252.212-7000, FAR Provision 52.219-23, and DFARS Provision 252.225-7006, as set
forth at solicitation/contract Parts IV.a, IV.b, IV.c, IV.d, IV.e and IV.f
respectively);

     (7) other paragraphs of this clause as tailored;

     (8) the Standard Form 1449, excluding the schedule of supplies/services;

     (9) the Statement of Work (SOW) and Specification (excluding Appendices I
and II) (at Part III.b);

     (10) SOW Appendix III (at Part III.b);

     (11) SOW Appendix II (at Part III.b);

     (12) SOW Appendix I (at Part III.b)

     (13) Other documents, exhibits, and attachments; and

     (14) the Contractor's proposal (excluding the executed Offeror's
Certification of Requirements) incorporated into this contract per Part 1.a,
Blocks 27.a and 29.

(t) Postaward Conference. The Contractor agrees to attend a postaward conference
convened by the contracting activity or contract administration office in
accordance with Federal Acquisition Regulation Subpart 42.5.

(u) Notice To Proceed. The Contractor shall take no actions on this contract, or
incur any costs, without the Contracting Officer's official notice to proceed.
It is anticipated that this notice to proceed will generally be issued when the
Contracting Officer determines that there is no threat of protest. All delivery
dates based upon "days after effective date of contract" shall be interpreted as
"days after receipt of notice to proceed."

(v) Only New Equipment and Reconditioned Parts. Only new equipment shall be
delivered under this contract. The Contracting Officer will not grant approval
for used or reconditioned equipment. Components of such equipment may be
reconditioned provided such components are drawn from stockage which does not
differentiate between new and reconditioned components.

(w) Alternative Sourcing.

         (1) An alternative source is another means of supply for a functionally
equivalent item for an existing proposed item. Alternative sourcing is a
post-award contract activity. Alternative sources will

Part H: CLAUSES
Part II.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

not be considered during the pre-award phase of the contract. It is a means of
enabling contractors to overcome market conditions beyond their control.

     (2) When an alternate source is proposed, the contractor shall complete the
certification found at the end of this provision that the proposed alternate
item is equal or better in functionality and performance than the existing
proposed item. Acceptability of proposed alternative sources is at the sole
discretion of the Contracting Officer and no delivery of items from an
alternative source will be allowed without formal modification to the contract.

     (3) Normally, the pricing for alternative-sourced items will be the same as
the original proposed item for which an alternative source is proposed. However,
a downward price adjustment may be required at the time of alternative sourcing
if the pricing for the item is no longer comparative to concurrent "street
pricing". However, all sources for any one given CLIN/sub-CLIN will be priced
the same in the resulting contract modification.

     (4) Delivery orders may state a preferred source for an item. However, it
will be at the discretion of the contractor which item will be shipped. Also,
the contractor shall not mix sources for a given CLIN/sub-CLIN on the individual
delivery orders.

     (5) Prior to accepting an alternative-source proposal, the Government may
require the Contractor to conduct a Government-witnessed demonstration to
validate that the proposed product(s) are capable of performing in a manner
equal to or better than the existing product.

                        ALTERNATIVE SOURCE CERTIFICATION

Except as expressly identified in writing as part of the altemative-source
proposal, I, _______, represent that the additional item offered as an
alternative source for an existing item provided under the contract (each
identified below) is equal to or better in functionality and performance than
the existing item, and that it satisfies all of the requirements set forth in
Part III.a of the contract

          EXISTING ITEM                     ALTERNATIVE SOURCE ITEM



                              Signature:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _  _ _ _

                              Date:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

(x) Licenses.

     (1) Software and software documentation delivered under this contract shall
be subject to the terms of this clause and the governing commercial product
license, to the extent the latter is consistent with Federal law and FAR 12.212.
Notwithstanding the foregoing, the commercial product license shall apply only
if a copy of the license is provided with the delivered product. In the event of
conflict between this clause and the commercial software product license, this
clause shall govern.

Part H:    CLAUSES
Part II.a:   Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

     (2) All software shall be licensed and priced for use on a single computer
or for use on any computer at a particular site. The Government shall pay the
charge set forth in Part 1.b for each copy of the software which the Government
acquires.

     (3) The license shall be in the name of the U. S. Government.

     (4) The license shall be perpetual (also referred to as a nonexclusive,
paid-up, world-wide license).

     (5) Software and software documentation shall be provided with license
rights no less than rights provided with the software and the software
documentation when sold to the public.

     (6) The license shall apply to any software changes or new releases.

(y) Continued Performance.

     (1) The requirements of this contract have been identified by the U. S.
Government as being essential to the mission and operational readiness of the U.
S. Army operating world-wide. Therefore, the contractor may be required to
perform this contract during crisis situations, including war or a state of
emergency, subject to the requirements and this provision.

     (2) The contractor shall be responsible for performing all requirements of
this contract notwithstanding a crisis situation including the existence of any
state of war, whether declared or undeclared, or state of emergency, by the
United States or the host nation, commencement of hostilities, internal strife,
rioting, civil disturbances, or activities of any type which would endanger the
welfare and security of U. S. Forces in the host nation. Failure to perform may
subject the contractor to a termination of this contract for cause. If a crisis
situation is determined, an equitable adjustment will be negotiated.

         (3) Crisis situations shall be determined by the overseas theater
Commander-In-Chief or when Defense Readiness Condition (DEFCON) Three (3) is
declared for that area.

         (4) Contractor personnel and dependents may be integrated into
Government contingency plans and afforded the same rights, privileges,
protection, and priority as U. S. Government personnel. The Government may
provide security, housing, and messing facilities for contractor personnel and
dependents should conditions warrant.

         (5) The contractor further agrees to assure that formal company
policies and procedures effectively address the obligations in this clause, and
that all employees associated with this contract are fully aware of those
specified policies, procedures, and obligations.

(z) Clauses Incorporated by Reference. In accordance with FAR 52.252-2, this
contract incorporates the following FAR clauses by reference with the same force
and effect as if they were given in full text:

52.204-2, Security Requirements (AUG 1996)

52.216-18, Ordering (OCT 1995): Paragraph (a)...Such orders may be issued from
the date of the notice to proceed (pursuant to paragraph (u) of this clause)
through:

Part H: CLAUSES
Part 11.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

     - FOR REPLACEABLE ITEMS, REPORTS, THE WORLDWIDE WEB SITE, MAINTENANCE, AND
       TECHNICAL SUPPORT: the 96th month and

     - FOR ALL OTHER SUPPLIES AND SERVICES: the 60th month.

     52.216-19, Delivery-Order Limitations (OCT 1995): (a) Minimum order ...
less than $1,000,... (b) Maximum order... (1)$50 million ... (2) ... $100
million ... (3) ... seven .... (d) ... five...

     52.216-22, Indefinite Quantity (OCT 1995): (d) ... 45 days after expiration
of the contract term.

     52.217-9, Option to Extend the Term of the Contract (MAR 1989): (a) ...
the term of the contract... (c) ... 96 months.

52.223-3, Hazardous Material Identification and Material Safety Data (JAN 1997)

52.232-18, Availability of Funds (APR 1984)

         52.232-19, Availability of Funds for the Next Fiscal Year (The blanks
will be completed at the issuance of a delivery order when this clause would be
applicable.) (APR 1984)

     52.245-2, Government Property (Fixed-Price Contracts) (DEC 1989)

     52.247-35, FOB Designation, Within Consignee's Premises (APR 1984)

     52.247-48, FOB Designation - Evidence of Shipment (JUL 1995)

(aa) Release of Contract. The contractor agrees that subsequent to issuance of
the notice to proceed (pursuant to paragraph (u) above), the Government may post
an electronic copy of this contract on the CECOM Acquisition Center - Washington
World Wide Web (WWW) with unlimited access thereto.

(ab) Release of Unit Prices. Upon award of the contract, the contractor's unit
prices will be made publicly available pursuant to FAR 15.503(b)(1)(iv).
However, pursuant to FAR 15.503(b)((1)(iv), in no event shall the contractor's
cost breakdown, profit overhead rates, trade secrets, manufacturing processes
and techniques, or other confidential business information be disclosed. Also,
pursuant to 10 U.S.C. section 2305(g)(1), the unit prices of unsuccessful
offerors will not be released.

(ac) E: Mail Clauses

1. 52.6110 - Mandatory Use of Contractor to Government E: Mail

      (a) Unless exempted by the Contracting Officer in writing, communications
          after contract award shall be transmitted via electronic mail
          (e-mail). This shall include all communication between the Government
          and the contractor except Contract Awards, Contract Modifications,
          Proposals, Procurement Sensitive Information, Classified Information
          and Proprietary Information. Return receipt will be used if a
          commercial application is available. CECOM will announce commercial
          applications for these items when they are available. At that time the
          above items will also be sent via e-mail.

Part II:    CLAUSES
Part II.a:  Addendum to FAR Clause 52.212-4
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                                                            DAAB15-99-D-0014

      (b) The format for all communication shall be compatible with the
          following: Microsoft Word Office 97, Microsoft Excel Office 97, and
          Microsoft Access Office 97.

      (c) Files larger than one (1) megabyte must use alternate means of
          transmission such as Zip Compression/Inflation, File Transfer
          Protocol, Winfax or any Fax Modem. (Note: This includes both the text
          message and the attachment). If an attachment is in binary format, the
          number of bytes for the attachment increases by 33%. Large items can
          be put on disk and mailed with the Contracting Officer's approval.

      (d) A copy of all communications, with the exception of technical reports,
          shall be provided to the contract specialist.

      (e) The following examples include, but are not limited to, the types of
          communication that shall be transmitted via e-mail:

          Routine Letters
          Requests for Proposals under the contract
          Price Issues (except contractor pricing data)
          Contract Data Requirements List Submittals
          Contract Data Requirements List Comments
          Approvals/Disapprovals by the Government
          Technical Evaluations of Contract Items
          Clarifications
          Configuration Control
          Drawings (not to exceed 1/2 megabyte)
          Revised Shipping Instructions
          Change Order Directions

      (f) In order to be contractually binding, all Government
          communications must be sent from the Contracting Officer's e-mail
          address and contain the /a/ symbol above the Contracting Officer's
          signature block. The contractor shall designate the personnel with
          signature authority who can contractually bind the contractor. All
          binding contractor communication shall be sent from this contractor
          e-mail address.

      (g) The Government reserves the right to upgrade to more advanced
          commercial applications at any time during the life of the contract.

      (h) Upon award, the Contractor shall provide the Contracting Officer with
          a list of e-mail addresses for all administrative and Technical
          personnel assigned to this contract. If known, the contractor shall
          also furnish the email addresses of the Administrative Contracting
          Officer, DFAS and DCAA cognizant personnel.

      (i) The Contracting Officer's e-mail address is:
          KSomme@hoffman-issaa2.army.mil
          The Contract Specialist's e-mail address is:
          DKeyes@hoffman-issaa2.army.mil
          The Technical Point of Contact's e-mail address is:
          NDizda@hoffman-issaa2.army.mil

Part II:   CLAUSES
Part II.a:  Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

                                             (End of Clause)

     2. 52.7055 - Mandatory Use of Government to Government E: Mail

      (a) Unless exempted by the Procuring Contracting Officer in writing,
          communication after contract award between Government agencies shall
          be transmitted via electronic mail (e-mail).

      (b) The following examples include, but are not limited to, the types of
          communication that shall be transmitted via e-mail:

            Instructions to Contract Ordering Officer
            Instructions to Administrative Contracting Officer*
            Instructions to other Defense Contract Management Command personnel*
            Instructions to Defense Finance Administration Services
            Instructions to Defense Contract Audit Agency

          *Includes Government to Government data not covered by the
     Government's Defense Contract Management Contract ALERTS Program. Audits
     and audit requests shall be processed through the Source Selection/PRAG
     Branch, e-mail box AMSEL-AC-SP-D@CECOM3.army:monmouth.mil.

     (c) See Part II.a Clause 52.6110, Mandatory Use of Contractor to Government
         Electronic Mail, for further guidance.

                                (End of Clause)

(ad) Year 2000 Warranty (Commercial Items)

     (a) The contractor warrants that any hardware or firmware (as these terms
are generally defined), computer database, computer software, computer
program(s), or commercial computer software (as those terms are defined in DFARS
252.227-7013 and 252.227-7014) products delivered under this contract shall be
able to accurately process date/time data and date related data from, into and
between the twentieth and twenty-first centuries, and the years 1999 and 2000,
including leap year calculations. Processing date/time data and date related
data correctly shall include but not be limited to, correctly calculating,
comparing, and sequencing the date/time data and date related data and shall be
transparent to the user. Contractor provided products, when used in combination
with other products, shall accurately process date/time data provided that such
other products properly exchange date/time data with them. The contractor
warrants that any system delivered under this contract which includes any
hardware, firmware or software (as defined above), shall correctly process date
and date related data as an entire system and individually, from the date of
contract award. Any items that are not compliant with the above requirements
shall be identified by the contractor, prior to contract award, and shall be
upgraded to be compliant prior to Contract award at no additional cost to the
Government, if: (1) the contract proposes those noncompliant items to satisfy a
technical requirement and (2) the noncompliant item has a path identified by the
manufacturer to be made compliant. It is the intent of the Government to not
purchase any new items under this contract that are not compliant or that will
not be made compliant by contract award.

Part II:    CLAUSES
Part II.a:  Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

     (b) All warranties in the foregoing paragraph shall run from date of
delivery to 30 April 2001. Should a warranted item fail to meet the requirements
set out in the foregoing paragraph, the Contractor agrees to correct or replace
the item at no cost to the Government. The parties agree that this correction or
replacement shall not act as a limitation of remedies and that the Government
may seek such additional remedies as may be available through this contract or
at law or equity.

     (c) This clause takes precedence over any other warranty or disclaimer
thereof in this contract. It is in addition to the rights and remedies set forth
in any other warranty for this item.

                                (End of Clause)

     (ae) INVITED CONTRACTOR OR TECHNICAL REPRESENTATIVE STATUS:
          REPUBLIC OF KOREA

     1. Invited contractor or technical representative status under the U.S.-ROK
SOFA is subject to the written approval of HQ USFK, ACofS, Acquisition
Management.

     2. The contracting officer will coordinate with HQ USFA, ACofS, Acquisition
Management, in accordance with DFARS, subject 225.8, and USFA Reg 700-19. The
ACofS, Acquisition Management, will determine the appropriate contractor status
under the SOFA and notify the contracting of the determination.

     3. Subject to the above approval, the contractor, including their employees
and lawful dependents, may be accorded such privileges and exemptions as
specified in the U.S.-ROK SOFA, and implemented per USFK Reg 700-19, subject to
the conditions and limitations imposed by the SOFA and this regulation. Those
privileges and exemptions may be furnished during the performance period of the
contract, subject to their availability and provided the invited contractor of
technical representative status is not withdrawn by USFK.

     4. The contractor officials and employees performing under this contract
colectively and separately warrant that they are not now performing, nor will
perform during the period of this contract, any contract services or otherwise
engage in business activities in the ROK other than those pertaining to the U.S.
armed forces.

     5. During performance of the work in the ROK required by this contract, the
contractor will be governed by USFK regulations pertaining to the direct hiring
and the personnel administration of Korean National employees.

     6. The authorities of the ROK will have the right to exercise jurisdiction
over invited contractors and technical representatives, including officials and
employees and their dependents, for offenses committed in the ROK and punishable
by the laws of the ROK. In recognition of the role of such persons in the
defense of the ROK, they will be subject to the provisions of Article XXII,
U.S.-ROK SOFA, related Agreed Minutes and Understandings on Implementation. In
those cases in which the authorities of the ROK decide not to exercise
jurisdiction, they shall notify the U.S. military authorities as soon as
possible. On such notification, the military authorities will have the right to
exercise such jurisdiction over the persons referred to, as is conferred on them
by law of the United States.

Part II:    CLAUSES
Part II.a:  Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

     7. Invited contractors and technical representatives agree to cooperate
fully with the USFK sponsoring agency and responsible officer on all matters
pertaining to logistic support. In particular, contractors will provide prompt
and accurate reporting of changes in employee status as required by this
regulation to the assigned sponsoring agency. Except for contractor air crews
flying Military Airlift Command missions, all U.S. contractors performing work
on United States Air Force classified contracts will report to the nearest
Security Police Information Security Section for the geographical area where the
contract is to be performed.

     8. Invited contractor and technical representative status will be withdrawn
by USFK on-

        a. Completion or termination of the contract

        b. Proof that the contractor of employees are engaged in business
           activities in the ROK other than those pertaining to U.S. armed
           forces.

        c. Proof that the contractor or employees are engaged in practices
           illegal in the ROK USFK regulations.

     9. It is agreed that the withdrawal of the invited contractor or technical
representative status or any of the privileges associated herewith by the U.S.
Government, will not constitute grounds for excusable delay by the contractor in
the performance of the contract nor will it justify or excuse the contractor
defaulting the performance of this contract; and such withdrawal will not serve
as a basis for the filing of any claims against the U.S. Government if the
withdrawal is made for the reasons stated in subparagraph h above. Under no
circumstances will the withdrawal of such status or privileges be considered or
construed as a breach of contract by the U.S. Government. The determination to
withdraw SOFA status and privileges by USFK shall be final and binding on the
parties unless it is patently arbitrary, capricious, and lacking in good faith.
                                (End of Clause)

(af) Technical Representative SOFA benefits (ROK ONLY). Article I of the SOFA
14th Joint Committee Meeting allows USFK to provide benefits to technical
representatives. The following benefits are conferred under this contract to
those designated as technical representatives:

     1. Access to and movement between U.S. armed forces facilities and areas as
        provided for in Article X, Access of Vessels and Aircraft.

     2. Entry into the ROK as provided for in Article VIII, Entry and Exit.

     3. Exemption from customs duties and other such charges as provided for in
Article IX, Customs and Duties.

     4. Use of nonappropriated fund organizations as provided for in Article
XIII, Nonappropriated Fund Organizations.

     5. Exemption from foreign exchange controls as provided for in Article
XVIII, Foreign Exchange Controls.

Part II:   CLAUSES
Part II.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

     6. Use of military banking facilities as provided for in Article XIX,
Military Payment Certificates.

     7. Use of military post offices as provided for in Article XX, Military
Post Offices.

     8. Use of utilities and services as provided for in Article VI, Utilities
and Services.

     9. Exemption from the laws and regulations of the ROK with respect to terms
and conditions of employment as provided for in Article XVII, Labor. (However,
     contractors that directly hire Korean Nationals must comply with USFK Reg
690-1, and other applicable USFK regulations concerning the employment of Korean
Nationals.)

     10. Exemption from ROK taxes as provided for in Article XIV, Taxation.

     11. Although subject to ROK criminal jurisdiction, contractor personnel
shall be granted the protections as provided for in Article XXII, Criminal
Jurisdiction.

     12. Licensing and registration of privately owned vehicles as provided for
in Article XXIV, Vehicle and Driver's Licenses.

(ag) LOGISTIC SUPPORT (ROK ONLY)

     a. Logistic support, corporate and individual, may be provided to USFK
invited contractors and technical representatives only in accordance with the
U.S. ROK SOFA, USFK regulations, subject to availability, and on a reimbursable
basis. Based upon eligibility, individuals may be provided the below listed
logistic support based on Individually Sponsored Status (unless specifically
excluded by the terms of the contract).

     THE CONTRACT PROVIDES THE PRIVILEGES LISTED AT PARAGRAPHS (1), (2), (3),
AND (12) BELOW, ONLY.

         (1) SOFA status for contractor employee (excludes employee's
dependents).

         (2) Duty-free importation privileges in accordance with SOFA and USFK
regulations.

         (3) DD Form 1173 (Uniformed Services Identification and Privilege
Card).

         (4) USFK Form 73 (USFK Ration Control Plate) family size - one (for
employee only).

         (5) PX or BX privileges family size--one

Part 11:   CLAUSES
Part II.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

         (6) Commissary privileges (only authorized if contractor employee is
going to be in the ROK for more than 60 days; family size--one).

         (7) Class VI store privileges (family size--one).

         (8) Purchase of gasoline and POL products at PX or BX facilities.

         (9) Military postal service privileges (Army post office and fleet post
office).

         (10) Military banking and credit union privileges.

         (11) Motor vehicle operator's permit.

         (12) Registration of one privately owned vehicle per family.

         (13) Registration of pets and firearms.

         (14) Medical services on a reimbursable basis.

         (15) Dental services for emergency care only on a reimbursable basis.

         (16) Mortuary services on a reimbursable basis.

To be individually sponsored for ration control purposes, the contractor
employee must be in a paid status of 30 hours or more per week on this
contract, and be other than local hire / local hire / local hire AND perform in
ROK less than 1 year / 1 year or more / less than 1 year (respectively). If paid
status is 29 or less hours per week on this contract, no support will be
authorized.

No support for dependents is authorized.

Local hire is defined as a U.S. or third-country national employee who is
ordinarily resident in the U.S. but was hired in the ROK and has no
transportation agreement with the employer.

    b. Corporation Logistic Support. USFK may provide logistic support to
corporations that have been designated as invited contractors or technical
representatives by HQ USFK, AcofS, Acquisition as follows:

          (1) SOFA status exemptions. (See above).

          (2) Use of postal facilities for corporate mail. For shipments through
          the APO, shipments shall meet the size, weight, and other limitations
          prescribed by the U.S. Postal Service. Packages shall not exceed 70
          pounds and the combined length and girth shall not be more than 108"
          Additionally, packages shall be labeled to indicate that the contents
          are exempt from customs and are for official use only. CORPORATE OR
          APO USE HAS NOT BEEN EXTENDED UNDER THE CONTRACT.


Part 11:   CLAUSES
Part II.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

All other corporate logistic support (fuel purchases and registration of
company~-owned vehicles authorized) must be coordinated between the contracting
office and the USFK sponsoring agency and approved by the USFK sponsoring agency
before contract performance in ROK.

(ah) Electronic Ordering. The Government anticipates the utilization of
electronic ordering during the life of this contract. Therefore, the contractor
should anticipate the use of a mutually agreeable system with the ability to
send, receive and process delivery/task orders electronically. This will be
established at no additional cost to the Government.

                                END OF PART II.A


Part II:   CLAUSES
Part II.a: Addendum to FAR Clause 52.212-4
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                                                               DAAB15-99-D-0014

     NOTE: A FAR Reference column has been added to the table in paragraphs
                (b) and (c)for ease of contract administrafion.

                                   Part II.b

                              FAR CLAUSE 52.212-5
              CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT
                 STATUTES OR EXECUTIVE ORDERS-COMMERCIAL ITEMS
                                    (OCT 98)

(a) The Contractor agrees to comply with the following FAR clauses, which are
incorporated in this contract by reference, to implement provisions of law or
executive orders applicable to acquisitions of commercial items:

    (1) 52.222-3, Convict Labor (E.O. 11755); and

    (2) 52.233-3, Protest After Award (31 U.S.C. 3553).

(b) The Contractor agrees to comply with the FAR clauses in this paragraph (b)
which the contracting officer has indicated as being incorporated in this
contract by reference to implement provision of law or executive orders
applicable to acquisitions of commercial items or components:

(Contracting Officer check as appropriate)


       CLAUSE #                 CLAUSE TITLE                  FAR REFERENCE
X     52.203-6      Restrictions on Subcontractor Sales to       3.503-2
                    the Government, with Alternate 1(41
                    U.S.C. 253g and 10 U.S.C. 2402)

                    RESERVED

X     52.219-8      Utilization of Small Business Concerns       19.708(a)
                    and Small Disadvantaged Business
                    Concerns (15 U.S.C. 637(d)(2) and (3))

X     52.219-9      Small, Small Disadvantaged and Women-        19.708(b)(1)
                    Owned Small Business Subcontracting
                    Plan (15 U.S.C. 637(d)(4))

      52.219-14     Limitation on Subcontracting (15 U.S.C.      19.508(e)
                    637 (a)(14))

X     52.219-23     Notice of Price Evaluation Adjustment        19.1104
                    for Small Disadvantaged Business
                    Concerns (Pub. L. 103-355, section 7102,
                    and 10 U.S.C. 2323)(If the offeror
                    elects to waive the adjustment, it shall
                    so indicate in its offer).

                    Alternate I of 52.219-23                     19.1104

X    52.222-26      Equal Opportunity (E.O. 11246)               22.810(e)

X    52.222-35      Affirmative Action for Disabled Veterans     22.1308(a)
                    and Veterans of the Vietnam Era
                    (38 U.S.C. 4212)

X    52.222-36      Affirmative Action for Workers with          22.1408
                    Disabilities (29 U.S.C. 793)

X    52.222-37      Employment Reports on Disabled Veterans      22.1308(b)
                    and Veterans of the Vietnam Era (38
                     U.S.C. 4212)

Part II:   CLAUSES
Part II.b: FAR Clause 52.212-5
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                                                                              15


     52.225-3       Buy American Act-Suppliese (41 U.S.C. 10)    25.109(d)

     52.225-9       Buy American Act-Trade Agreements Act-       25.407(a)(2)
                    Balance of Payments Program (41 U.S.C.
                    10, 19 U.S.C. 2501-2582)

                    RESERVED

     52.225-18      European Union Sanction for End Products     25.1003(a)
                    (E.O. 12849)

     52.225-19      European Union Sanction for Services         251003(b)
                    (E.O. 12849)

     52.225-21      Buy American Act-North American Free Trade   25.408(a)(4)
                    Agreement Implementation Act-Balance of
                    Payments Program (41 U.S.C. 10, Pub. L
                    103-187)

                    Alternate I of 52.225-21                     25.408(a)(4)

     52.239-1       Privacy or Security Safeguards (5            39.106
                    U.S.C. 552a)

X    52.247-64      Preference for Privately Owned U.S.-Flag     47.507(a)
                    Commercial Vessels (46 U.S.C. 1241)

c) The Contractor agrees to comply with the FAR clauses in this paragraph (c),
applicable to commercial services, which the Contracting Officer has indicated
as being incorporated in this contract by reference to implement provisions of
law or executive orders applicable to acquisitions of commercial items or
components:

(Contracting officer check as appropriate)

      CLAUSE #                CLAUSE TITLE                    FAR REFERENCE

     52.222-41      Service Contract Act of 1965, As amended     22.1006(a)
                    (41 U.S.C. 351, et seq)

     52.222-42      Statement of Equivalent Rates for Federal    22.1006(b)
                    Hires (29 U.S.C. 206 and 41 U.S.C. 351,
                    et seq.)

     52.222-43      Fair Labor Standards Act and Service         22.1006(C)(1)
                    Contract Act-Price Adjustment (Multiple
                    Year and Option Contracts) (29 U.S.C. 206
                    and 41 U.S.C. 351 et seq.)

     52.222-44      Fair Labor Standards Act and Service         22.1006(c)(2)
                    Contract Act-Price Adjustment
                    (29 U.S.C. 206 and 41 U.S.C. 351 et seq.)

     52.222-47      SCA Minimum Wages and Fringe Benefits        22.1006(d)
                    Applicable to Successor Contract Pursuant    22.1012-3(d)(1)
                    to Predecessor Contractor Collective
                    Bargaining Agreement (CBA) (41 U.S.C.
                    351 et seq.)


(d) Comptroller General Examination of Record. The Contractor agrees to comply
with the provisions of this paragraph (d) if this contract was awarded using
other than sealed bid, is in excess of the simplified acquisition threshold, and
does not contain the clause at 52.215-2, Audit and Records - Negotiation:

         (1) The Comptroller General of the United States, or an authorized
representative of the Comptroller General, shall have access to and right to
examine any of the Contractor's directly pertinent records involving
transactions related to this contract.

         (2) The Contractor shall make available at its offices at all
reasonable times the records, materials, and other evidence for examination,
audit, or reproduction, until 3 years after final payment under this

Part II:   CLAUSES
Part II.b:  FAR Clause 52.212-5
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                                                               DAAB15-99-D-0014

contract or for any shorter period specified in FAR Subpart 4.7 , Contractor
Records Retention, of the other clauses of this contract. If this contract is
completely or partially terminated, the records relating to the work terminated
shall be made available for 3 years after any resulting final termination
settlement. Records relating to appeals under the disputes clause or to
litigation or the settlement of claims arising under or relating to this
contract shall be made available until such appeals, litigation, or claims are
finally resolved.

     (3) As used in this clause, records include books, documents, accounting
procedures and practices, and other data, regardless of type and regardless of
form. This does not require the Contractor to create or maintain any record
that the Contractor does not maintain in the ordinary course of business or
pursuant to a provision of law.

(e) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c)
or (d) of this clause, the Contractor is not required to include any FAR clause,
other than those listed below (and as may be required by an addenda to this
paragraph to establish the reasonableness of prices under Part 15), in a
subcontract for commercial items or commercial components--

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

     (2) 52.222-35, Affumative Action for Special Disabled and Vietnam Era
Veterans (38 U.S.C. 2012(a));

     (3) 52.222-36, Affirmative Action for Workers with Disabilities (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.)


                                 (End of Clause)




                                END OF PART II.B

Part II:   CLAUSES
Part II.b: FAR Clause 52.212-5
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                                                               DAAB15-99-D-0014

NOTE: A DFARS Reference column has been added to the table in paragraph (b) for
ease of contract administration.

                                   Part II.c

                           DFARS CLAUSE 252.212-7001
              CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT
               STATUTES OR EXECUTIVE ORDERS APPLICABLE TO DEFENSE
                        ACQUISITIONS OF COMMERCIAL ITEMS
                                    (MAR 98)

(a) The Contractor agrees to comply with the Defense Federal Acquisition
Regulation Supplement (DFARS) clause 252.247-7023, Transportation of Supplies by
Sea, which is included in this contract by reference to implement 10 U.S.C.
2631.

(b) The Contractor agrees to comply with any clause that is checked on the
following list of DFARS clauses which, if checked, is included in this contract
by reference to implement provisions of law or Executive Orders applicable to
acquisitions of commercial items or components.

(Contracting officer check as appropriate)

     CLAUSE #                CLAUSE TITLE                    DFARS REFERENCE

X    252.205-7000   Provision of Information to Cooperative     205.470-2
                    Agreement Holders (10 U.S.C. 2416)

     252.206-7000   Domestic Source Restriction (10 U.S.C.      206.302-3-70
                    2304)

     252.219-7001   Notice of Partial Small Business Set-Aside  219.508(d)
                    with Preferential Consideration for Small
                    Disadvantage Business Concerns (__ Alternate
                    I) (Section 9004, Pub.L. 101-165 (10
                    U.S.C. 2301 (repealed) note))

     252.219-7002   Notice of Small Disadvantaged Business      219.508-70
                    Set-Aside (__ Alternate I)(15 U.S.C.644)

X    252.219-7003   Small Business and Small Disadvantage       219.708(b)(1)(A)
                    Business Subcontracting Plan (DoD Contracts)
                    (15 U.S.C. 637)

X    252.219-7005   Incentive for Subcontracting With Small     219.708(c)(1)
                    Business, Small Disadvantage Businesses,
                    Historically Black Colleges and
                    Universities and Minority Institutions
                    (___ Alternate I) (Section 9004, Pub. L.
                    101-165 (10 U.S.C. 2301 (repealed)
                    note)) Para (a): one

     252.219-7006   Notice of Evaluation Preference for Small   219.7003
                    Disadvantaged Business Concerns
                    (___ Alternate I) (15 U.S.C. 644)

X    252.225-7001   Buy American Act and Balance of Payment     225.109(d)
                    Program (41 U.S.C. 10a-10d, E.O. 10582)

X    252.219-7007   Buy American Act-Trade Agreements-          225.407(a)(2)
                    Balance of Payments

Part II:   CLAUSES
Part II.c: DFARS Clause 252.212-7001
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                                                               DAAB15-99-D-0014


                    Program (__ Alternate I) (41 U.S.C. 10a-10d,
                    19 U.S.C. 2501-2518, and 19 U.S.C. 3301
                    Note).

     252.225-7012   Preference for Certain Domestic Commodities 225.7002-4(a)

     252.225-7014   Preference for Domestic Speciality Metals    225.7002-4(c)
                    (10 U.S.C. 2241 note)

     252.225-7015   Preference for Domestic Hand or Measuring   225.7002-4(d)
                    Tools (10 U.S.C. 2241 note)

     252.225-7021   Trade Agreements (__ Alternate I)(19 U.S.C.
                    2501-2518 and 19 U.S.C. 3301 note).

     252.225-7027   Restriction on Contingent Fees for Foreign  225.7308(a)
                    Military Sales (22 U.S.C. 2779)

     252.225-7028   Exclusionary Policies and Practices of      225.7308(b)
                    Foreign Governments (22 U.S.C. 2755)

     252.225-7029   Restriction on Acquisition of Air Circuit    225.7016-4
                    Breakers (10 U.S.C. 2534(a)(3))

     252.225-7036   Buy American Act-North American Free Trade  225.408(a)(4)
                    Agreement Implementation Act-Balance of
                    Payments Program (___ Alternate I) (41 U.S.C.
                    10a-10d and 19 U.S.C. 3301 note).

X    252.227-7015   Technical Data-- Commerical Items (10       227.7102-3
                    U.S.C. 2320)

X    252.225-7037   Validation of Restrictive Markings on       227.7102-3(c)
                    Technical Data (10 U.S.C. 2321)             227.7103-6(e)(4)

     252.243-7002   Certification of Requests for Equitable     243.205-72
                    Adjustment (10 U.S.C. 2410)

X    252.247-7024   Notification of Transportation of Supplies  247.573(c)
                    by Sea (10 U.S.C. 2631)

(c) In addition to the clauses listed in paragraph (e) of the Contract Terms and
Conditions Required to Implement Statutes or Executive Orders-Commercial Items
clause of this contract, if applicable, in subcontracts for commercial items or
commercial components, awarded at any tier under this contract:

__252.225-7014, Preference for Domestic Specialty Metals, Alternate I
(10 U.S.C. 2241 note).

                                (End of Clause)

                           DFARS CLAUSE 252.227-7013
                 RIGHTS IN TECHNICAL DATA - NONCOMMERCIAL ITEMS
                                   (NOV 1995)

             The above clause is hereby incorporated by reference.

Part II:   CLAUSES
Part II.c: DFARS Clause 252.212-7001
File Name: 2-a-b-c.doc                                                        19



                                                               DAAB15-99-D-0014

                                END OF PART II.C



Part 11:   CLAUSES
Part II.c: DFARS Clause 252.212-7001
File Name: 2-a-b-c.doc                                                        20





                                                               DAAB15-99-D-0014

                                   PART 111.a
                             Statement of Objectives
                                     for the
                         Movement Tracking System (MTS)

1.       Program Goals.

The MTS is a world-wide, data communications capability for locating and
managing the movement of logistics and combat support vehicles. MTS will provide
in-transit visibility and velocity management of logistics and other Army combat
support assets anywhere from the sustaining base to the theater of operations.
MTS will be used to support missions throughout the full range of military
operations from peacetime to war. MTS will provide commanders with near
real-time data for location and status of logistics and combat support movement.
MTS will provide key capabilities to enable and enhance in-transit visibility
and velocity management such as the ability to reroute supplies due to changing
priorities, helping avoid hazards, and maintaining updated unit status. The MTS
capability will improve the efficiency and the effectiveness of distribution of
resources and assets.

2.       Program Objectives.

The Army will field an effective capability in response to the MTS mission needs
statement and MTS Operational Requirements Document (ORD). The MTS capability
will be consistent with the Army Force and Combat Service Support initiatives.
The Army recognizes that the key technologies required for MTS are available as
commercial or non-developmental items. However, the commercial satellite
communication services are not as prevalent and may be characterized as emerging
and not stable in terms of capability and service availability on a world-wide
basis. The Army recognizes that the acquisition and fielding of the MTS must be
accomplished at the same time that necessary technology and services are
advancing. Therefore, the Army will acquire the MTS with an initial set of
capabilities and provisions for Pre-Planned Product Improvements (P3I),
technology insertion, and technology additions consistent with the baseline
requirements and subsequent requirements of the ORD.

The MTS program is an integration program expected to leverage commercial items,
non-developmental items, and commercial communication services. MTS will
incorporate elements such as Global Positioning System (GPS), geographic
information system (GIS) mapping technologies, automatic identification
technologies (AIT), Information Security (INFOSEC), and encryption techniques,
Communications Security (COMSEC), and commercial satellite services.

In order to provide a baseline capability in the short term, the MTS will be
procured with a set of initial capabilities followed by P3I, technology
insertion, and technology additions. A key objective is to develop a system
architecture capable of accommodating system evolution without redesign. The
initial requirements must provide a significant, identifiable operational
capability and be supportable in the Army operational environment.

Another key objective is to provide the necessary software and hardware
modularity in the system design so that system elements can be separated from
the others for specialized upgrades. P3I, technology insertion, and technology
additions will provide incremental upgrades that will incorporate additional
functionality as stated in the MTS technical specifications. P3I,


                                        1




                                                              DAAB15-99-D-0014

technology insertion, and technology additions will also be utilized to
incorporate additional services and technology improvements to include access to
multiple satellite service providers. This approach will allow the program to
achieve overall capability through fielding and support of incremental upgrades
to the baseline operational capability.

3.       System/contract management

A Government/Contractor Integrated Product Team (IPT) will be established to
provide assistance, oversight, and review as the MTS proceeds through its
acquisition lifecycle. The EPT will execute the program using a plan and
schedule that will be developed after contract award.

4.       Specific Objectives

Provide world-wide MTS operational capability; articulate a stable system design
and architecture that provides for system evolution.

5.       System Design and Integration

Provide a modular software and hardware system design with an upgrade path for
system evolution.

Maximize use of commercial, non-developmental items, and open systems. Provide
capability that satisfies Information Security (INFOSEC) requirements for
sensitive but unclassified data as specified in MTS technical specifications,
use current robust industry encryption standards, and plan for cost-effective
future encryption improvements.

Provide necessary interfaces as specified in MTS technical specifications.

Perform total system integration (total system integration responsibility) prior
to delivery. All operating and system support software will be loaded. All
components will be integrated, configured, tested, and each equipment set will
be made operational.

6.       Validation Demonstration and Deployment

Conduct a Government-witnessed demonstration to validate that the system is
capable of performing as claimed in the winning proposal. The demonstration will
be scheduled in accordance with the MTS contract requirements. Deliver equipment
in accordance with MTS contract requirements.

7.       Operations and Support

Develop operations training and maintenance training.

Provide responsive, customer focused, full-service assistance program as
described in the MTS SOW/specification. This will include a problem report and
tracking process, telephonic trouble shooting assistance and problem resolution,
and feedback.

Provide an order processing and tracking information service for delivery/task
orders via email, World Wide Web or satellite messaging.

8.       System Evolution and P3I.

Design the MTS using highly modular elements allowing easy upgrade and system
evolution to include future access to multiple satellite service providers.



                                                              DAAB15-99-D-0014

Conduct operational evaluation and pre-planned product improvements resulting in
delivery of objective requirements.

9.       System Cost.

Minimize cost of upgrades to objective requirements.

Minimize recurring unit cost of handheld, mobile, and control stations.

Minimize system life cycle costs.





                                        3




                                                               DAAB15-99-D-0014

                     MOVEMENT TRACKING SYSTEM SPECIFICATION
                              AND STATEMENT OF WORK
                                TABLE OF CONTENTS

                                   PART III.b
                            MOVEMENT TRACKING SYSTEM
                       STATEMENT OF WORK AND SPECIFICATION

1.       PURPOSE
2.       SCOPE
3.       OPERATIONAL ENVIRONMENT
4.       APPLICABLE DOCUMENTS
5.       TERMS AND DEFINITIONS
6.       FUNCTIONAL REQUIREMENTS
         6.1.       Provision of Equipment
         6.1.1      General
         6.1.2      Validation Demonstration
         6.1.3      System Integration
         6.1.4      Delivery Requirements
         6.1.5      Post Award Testing
         6.2        GOVERNMENT FURNISHED PROPERTY (GFP)
         6.3        CUSTOMER ASSISTANCE
         6.3.1      Telephonic Assistance
         6.3.2      Order Processing Tracking Information
         6.4        WARRANTY
         6.4.1      Warranty Period
         6.4.2      Return to Service
         6.4.3      Replacement Parts
         6.4.4      Warranty Conditions
         6.4.5      Post Warranty Maintenance
         6.5        HARDWARE AND SOFTWARE DOCUMENTATION
         6.6        CONFIGURATION MANAGEMENT
         6.6.1      Correction of Safety Hazards or Equipment Malfunctions


                                        1



                                                               DAAB15-99-D-0014

         6.6.2      Current Technology Substitutions/Insertions/Additions
         6.6.3      Replaceable Items
         6.7        CONTRACT MANAGEMENT
         6.7.1      Monthly Project Status Reports
         6.7.2      Quarterly Logistics and Maintenance Report
         6.7.3      World-Wide Web Site
         6.8        SECURITY
         6.9        USAGE TIME/AIR TIME
         6.10       PART NUMBERS
         6.11       TECHNICAL SUPPORT SERVICES
         6.11.1     General
         6.11.2     Site Surveys
         6.11.3     On-Site Installation and Training
         6.11.4     Relocation of Equipment
         6.11.5     Post-Installation Support
         6.11.6     Engineering Studies and Documentation
         6.11.7     Impact Studies
         6.11.8     Development/Modification of Software Programs to
                    Achieve Additional Functionality
         6.11.9     Development and Documentation of A-Kits for Different
                    Families of Vehicles
         6.11.10    CONUS and OCONUS Shipping and Delivery
         6.11.11    Additional System Integration
         6.11.12    Demonstration Support

END OF STATEMENT OF WORK

APPENDIX I
TO THE MTS STATEMENT OF WORK AND SPECIFICATION
APPLICABLE DOCUMENTS

I.1  TECHNICAL ARCHITECTURE DOCUMENTS

I.2  GPS USER EQUIPMENT INTERFACE CONTROL DOCUMENT FOR THE RS-232/RS-422 INTER-
FACE OF DoD STANDARD GPS UE RADIO RECEIVERS

                                        2




                                                                DAAB15-99-D-0014



END OF APPENDIX I TO STATEMENT OF WORK


APPENDIX II
TO THE MTS STATEMENT OF WORK AND SPECIFICATION
DEFINITIONS

II.1     DEFINITIONS
END OF APPENDIX II TO STATEMENT OF WORK

APPENDIX III
TO THE MTS STATEMENT OF WORK AND SPECIFICATION
EQUIPMENT SPECIFICATION


III.1    INTRODUCTION
III.2    GENERAL PERFORMANCE REQUIREMENTS
III.2.1         Commercial Equipment
III.2.2         Only New Equipment
III.2.3         World-wide Usage/Operating Authority
III.2.4         Federal Communications Commission (FCC) Certification
III.2.5         Year 2000 Warranty--Commercial Supply Items
III.2.6         Compliance with Joint Technical Architecture-Army (JTA-A)
III.2.7         Power Requirements
III.2.8         User Replaceable Components
III.2.9         Commercial Software
III.2.10        Handheld Mobile Unit (V1)
III.2.11        Vehicle Mounted Mobile Unit (V2)
III.2.12        Control Station
III.2.13        GPS
III.2.14        System Operational Requirements

EXHIBIT-A


                                       3



                                                                DAAB15-99-D-0014


SAFE SEPARATION DISTANCE BETWEEN AN RF SOURCE AND UNSHIELDED MUNITIONS
CONTAINING 10 mA NO-FIRE CURRENT ELECTRO-EXPLOSIVE DEVICES(EEDs)


III.2.14        Transit Cases

III.2.15        Pre-Planned Product Improvements (P3I)





                                        4




                                                               DAAB15-99-D-0014

                                   PART III.b
                            MOVEMENT TRACKING SYSTEM
                       STATEMENT OF WORK AND SPECIFICATION

1.     PURPOSE

The purpose of this procurement is to provide GPS, commercial computer
equipment; system support software; installation kits (A-Kit), air time,
associated documentation and reports; integration; maintenance; and technical
support services and services to provide a world-wide two-way data
communications and geo-location capability between mobile units (Handheld Mobile
Unit [V1] and Vehicle Mounted Mobile Unit [V2], also called B-Kits) and
designated control points (Control Stations). To the extent practical, the
equipment shall represent state-of-the-art technology. MTS will support
military operations on a world-wide basis in peacetime, peacekeeping and wartime
operations. MTS system components shall be capable of operating without the use
of direct telephone (land line or cellular) connections or LAN/WAN/INTERNET
direct connectivity.

2.     SCOPE

The equipment and services shall support the MTS program and operate in an open
systems environment on a world-wide basis. This environment requires solutions
that are compliant with open systems standards defined in the Department of Army
Joint Technical Architecture - Army (JTA-A). As part of the technical support
services provided under this contract, the Contractor may perform engineering
studies, technical services, develop device drivers to facilitate the passing of
data to an open systems environment compliant with the JTA-A and interfaces, and
develop A-Kits to facilitate vehicle integration.

The U.S. Army, other U.S. Armed Services, Department of Defense (DoD) Agencies,
other U.S. Federal Government Agencies, and foreign allied military services
shall be authorized to order from this contract.

3.     OPERATIONAL ENVIRONMENT

The Control Station will be operated in a fixed, heated/cooled environment
(operation center, etc.), but is required to be transportable and capable of
being interfaced to a LAN, and wide area network (WAN) for subsequent passing of
data. No dedicated power generation equipment is required. The Control Station
equipment requires standard 110-volt (CONUS) or 220-volt (OCONUS) 50/60 Hz
commercial power. Devices to protect against power surges (e.g., surge
suppressers) are required in CONUS and OCONUS. The Control Station is also
required to operate from battery power. The V1 and V2 units will be operated in
a mobile environment inside a vehicle. V1 units require battery power and an
additional connection for operation from vehicle power. V2 units, mounted in a
vehicle, require power from the vehicle only when the engine is running. The V2
shall be capable of operating from standard 110-volt (CONUS) or 220-volt
(OCONUS) 50/60 Hz commercial power.

4.     APPLICABLE DOCUMENTS


                                        5




                                                               DAAB15-99-D-0014


The documents listed in Appendix I to this statement of work form a part of the
technical specifications set forth in this statement of work and specification.
In the event of conflict between the documents listed and the contents of this
statement of work and specification, this statement of work and specification
shall govern.

5.     TERMS AND DEFINITIONS

Definitions and meanings of data processing, data communications, and
information systems terms used in this statement of work and specification which
are not defined herein or in Appendix II shall be interpreted in accordance with
FIPS PUB 11-3, Guideline: American National Dictionary for Information Systems.

6.     FUNCTIONAL REQUIREMENTS

The Contractor shall deliver supplies and services set forth in this statement
of work and specification pursuant to issuance of delivery/task orders. Except
as stated herein, the Contractor, acting independently, and not as an agent of
the Government, shall furnish all management, personnel, equipment, software,
services, travel, and other items necessary to deliver the supplies and
services.

6.1        Provision of Equipment

6.1.1      General

Appendix III, Equipment Specification, represents minimum requirements. At a
minimum, the Contractor shall provide equipment that satisfies the minimum
requirements set forth in Appendix III.

6.1.2      Validation Test

a. Within 30 to 60 days after contract award, the Contractor shall conduct a
contractor funded Government witnessed test at the contractor's facility to
demonstrate that the Contractor's proposed MTS is capable of performing in a
manner equal to or better than the contract requirements.

b. The test shall be conducted over a two day period. The Control Station shall
be located at the Contractor's facility. A V1 and V2 unit shall be located in
Heidleberg, Germany, and a V1 and V2 unit shall be located in Fort Hood, Texas.
The V1 and V2 units shall be placed in a contractor provided vehicle (permanent
installation of the V2 is not required) at each location. The Contractor's
driver shall be accompanied by one or more Government witnesses and shall follow
a Government prescribed route. Communications between the various units shall be
established and geolocation of units shall be demonstrated. The full range of
MTS capabilities shall be demonstrated.

c. At least 15 days prior to commencement of the test, the Contractor shall
deliver to the Government a test plan which includes an agenda, procedures, and
any constraints. The Government may approve or reject the test plan. If the plan
is rejected the Government win return the plan with the necessary changes. The
Government reserves the right to have at least five Government-designated
representatives witness the test. The test may be witnessed by the Army
Operational Evaluation Command.

d. All approvals (e.g., landing rights) required to conduct the test are the
sole responsibility of the contractor.



                                        6




                                                               DAAB15-99-D-0014


e. The Contractor shall successfully complete the test of all equipment and
functions. In the event that the Contractor fails to successfully complete all
aspects of the test, the Government may, at its option, extend the test period
on a day-by-day basis. Failure to complete any part of the test may result in
the termination of the contract at no cost to the Government.

f. Within one day after successful completion of the test, the Contractor shall
deliver to the Contracting Officer a summary of the test results

6.1.3      System Integration

Prior to delivering equipment under this contract, the Contractor shall fully
test, configure, integrate, and make operational each equipment platform. The
integration process shall include loading the required operating and system
support software and integrating all Contractor-provided equipment.

6.1.4      Delivery Requirements

The Contractor shall deliver equipment to any CONUS location within 30 days of
receipt of a delivery order. All shipping costs shall be included in the price
of the end item. All components of an order shall be shipped concurrently to the
same address, unless otherwise instructed by the Contracting Officer. A packing
list shall be placed in each shipping container. The Contractor shall pack each
applicable component in its transit case(s) prior to shipping. The transit
case(s), containing the configuration and/or components, shall be appropriately
packed and shipped in standard commercial wrappings; e.g., shrink wrappings.
Each unit shipped shall have its own users manual packed in the transit case.

6.1.5      Post Award Testing

a. The MTS components may be subjected to Nuclear, Biological, Chemical (NBC)
Contamination testing and High Altitude Electro-Magnetic Pulse (HAEMP) testing
by the Government after contract award. Pending results of the tests, the
Contracting Officer may request a proposal in accordance with the Current
Technology Substitutions/Insertions/Additions Clause (6.6.2) to upgrade the MTS
components to meet the Government's NBC, HAEMP, and other requirements.
Presently, the NBC and HAEMP requirements are internal to the Government and do
not reflect the current requirements of this solicitation.

b. MTS will also be required to obtain a safety release based on signal
radiation.

c. MTS will also undergo computer security standard C2 certification to
determine its level of protection.

6.2    GOVERNMENT FURNISHED PROPERTY (GFP)

a. NIMA/DMA maps will be provided as GFP on this contract.

b. Other GFP on this contract will be provided as required for any future
testing and development.

6.3    CUSTOMER ASSISTANCE

6.3.1           Repair Assistance

a. The Contractor shall provide support via a local and/or toll-free telephone
number(s) to users in the following areas of operation: CONUS, Alaska, Hawaii,
Germany, and Korea. A telephone

                                        7




                                                               DAAB15-99-D-0014

number shall also be provided for all other world-wide users. At a minimum, the
telephonic support shall consist of the services set forth at paragraph 6.3.2.

b. The Contractor shall provide a staffed telephonic support service, answering
machine service, email, World-Wide Web, and satellite message service during the
Principle Period of Operation (PPO). The PPO hours for CONUS, Alaska and Hawaii
are Monday through Friday, 8:00 am. through 5:00 p.m. local time, excluding U.S.
Government holidays. The PPO for Germany and Korea is Monday through Friday,
8:00 a.m. through 5:00 p.m., OCONUS local time, excluding U.S. Government
holidays and OCONUS Host Nation holidays.

c. The Contractor shall provide answering machine service, email, World-Wide
Web, and satellite message service to receive problem reports from users Outside
of Principle Period of Operations (OPPO). The OPPO hours for CONUS, Alaska and
Hawaii are Monday through Friday, 5:01 p.m. through 7:59 a.m., local time and 24
hours a day Saturday, Sunday and U.S. Government holidays. The OPPO hours for
Germany and Korea are Monday through Friday, 5:01 p.m. through 7:59 a.m., OCONUS
local time and 24 hours a day Saturday, Sunday and U.S. Government holidays and
OCONUS Host Nation holidays.

d. The support personnel shall receive problem reports and attendant requests
for assistance and perform the necessary actions to facilitate the timely
resolution of reported problems. The support personnel shall be sufficiently
proficient in spoken and written American English so that they can effectively
communicate with users

6.3.2      Order Processing/Tracking Information

During the PPO hours, as requested, the telephonic support personnel shall
provide users with current order processing and tracking information applicable
to given delivery/task orders. Examples of such information are the date the
Contractor received the delivery/task orders, the scheduled delivery dates, and
the shipment status. The telephone support personnel shall receive problems with
an order and attendant requests for assistance and perform the necessary actions
to facilitate the timely (less than 9 business hours) resolution of reported
problems.

6.4    WARRANTY REMEDIES AND PROCEDURES

The contractor shall be obligated, under the provisions of the Warranty for
items delivered pursuant to this contract, to repair or replace or otherwise
provide a remedy for warranted items only if damage or loss results from or is
caused by the warranted item. The Contractor is not obligated to provide repair,
replacement or other remedies in the event that damage or loss is the result of
or is caused by actions or events other than the warranted item, to include such
causes as: (1) misuse or abuse of the item beyond the use contemplated in the
Specification; (2) accidental damage, to include aircraft crashes; (3) combat
damage; (4) natural disasters, to include flood, earthquake, hurricane, tornado;
and (5) fires or explosions not originating on or within the warranted item.

6.4.1      Warranty Period

The Contractor shall provide a minimum thirty six (36) month warranty including
parts and labor for all equipment delivered under this contract. All warranties
for items accepted on the same date shall be for the same duration. The warranty
period shall begin upon Government acceptance of the MTS equipment and items.
For the purposes of warranty, software or firmware shall be considered
equipment. The warranty may include on-site procedures or mail-



                                        8




                                                               DAAB15-99-D-0014

in or a combination of both. The Government reserves the right to carry in MTS
equipment for repair at no additional cost to the Government.

If mail-in/carry-in procedures are provided, the Contractor shall provide
no-cost repair for MTS equipment delivered to the Contractor by mail or
commercial carrier. The Contractor shall bear all shipping and packaging costs
both from and to Government sites. The Contractor shall be responsible for the
equipment from time of shipment until safe return to the Government site.

6.4.2      Return to Service

Equipment located in CONUS, Alaska, Hawaii, Germany, Korea and Southwest Asia
(including but not limited to Kuwait, Saudi Arabia, Bahrain and Qatar), shall be
returned to a fully operational status or replaced with a fully operational unit
within seventy two (72) hours of a bona fide attempt to report the problem to
the Contractor using the services provided pursuant to paragraph 6.3. Equipment
located in all other locations shall be returned to a fully operational status
or replaced with a fully operational unit within two hundred forty (240) hours
of a bona fide attempt to report the problem to the Contractor using the
services provided pursuant to paragraph 6.3. A bona fide attempt is established
once the user has established contact with the staffed telephone support service
or after a user leaves an answering machine service message or receives a
delivery receipt notice to an email, World-Wide Web or satellite message request
for service.

6.4.3      Replacement Parts

a. When the Contractor replaces a defective part during the warranty period, the
newly installed part shall become Government property. The defective part shall
become the property of the Contractor, except the Government reserves the right
to retain defective disk drives containing sensitive or classified material
which is required by statute or regulation to be destroyed or retained by the
Government. The Contractor shall ensure that the hard drives are separately
priced as a sub-component CLIN.

b. The effective warranty for all replacement items installed during the initial
warranty period shall be equal to the remaining warranty period on the original
item or 90 calendar days, whichever is greater.

c. Only new parts or parts certified by the Original Equipment Manufacturer
(OEM) as equal to new shall be used in effecting warranty repairs. Additionally,
all replacement parts shall be equal to or better than the replaced parts in
terms of quality and performance.

6.4.4      Warranty Conditions

The Government may upgrade equipment delivered under this contract by inserting
items or attaching other devices such as third party cards or disk drives
without voiding the applicable warranty. Substitutions and additions of
equipment not manufactured or supplied by the Contractor shall be subject to the
following:

a. The Contractor shall not be responsible for damage caused to the original
equipment provided the damage results from the use of third-party equipment.

b. The Contractor shall not be responsible for defects or overall system
performance degradation if such defects or performance degradation result from
the use of third-party equipment.

6.4.5      Post Warranty Maintenance


                                        9




                                                               DAAB15-99-D-0014

The contractor shall propose follow on post initial warranty maintenance on a
monthly fixed price basis for all items in accordance with the provisions of
paragraph 6.4.

6.5    HARDWARE AND SOFTWARE DOCUMENTATION

a. Commercial Manuals. The Contractor shall provide commercial quality
documentation for all hardware and software delivered under this contract in
accordance with commercial practices. To the extent that it is consistent with
commercial practices, the hardware and software documentation shall be provided
as separately orderable items and not included in the equipment prices.

b. MTS Manuals and Training Material. The contractor shall provide commercial
quality data to the Government in the form of MTS users manuals and training
documentation for the V1, V2, and Control Station. The users manuals and
training documentation shall include step by step procedures for set-up
hear-down, power on, power off, concept of operations, diagrams of all
equipment, shall also include a discussion of the purpose, function and
operation of all switches and connectors, full discussion of operating
procedures, troubleshooting and a Frequently Asked Question section.

c. The contractor shall submit a draft for all contractor developed
documentation 45 days after contract award date. The Government has 20 days to
review and submit comments. The final documentation shall be submitted to the
Government within 30 days.

6.6    CONFIGURATION MANAGEMENT

6.6.1      Correction of Safety Hazards or Equipment Malfunctions

a. In accordance with commercial practices, the Contractor shall notify the
Contracting Officer and the PM office of all OEM-sponsored changes to correct
safety hazards or equipment malfunctions.

b. The Contractor shall implement changes to correct safety hazards in
accordance with commercial practices. The implementation shall be in accordance
with a mutually agreed-upon schedule. All such changes shall be implemented at
no additional cost to the Government.

c. During the equipment warranty period or during any period in which
post-warranty repair services are procured, the Contractor shall implement
changes to correct equipment malfunctions in accordance with commercial
practices. The implementation shall be in accordance with a mutually agreed-upon
schedule. These changes shall be made at no additional cost to the Government.

6.6.2      Current Technology Substitutions/Insertions/Additions

a. The Contractor shall propose changes within the general scope of the contract
for the purpose of product substitutions, technology insertions, and/or
additions to assure that state-of-the-art, commercial items are available for
delivery in accordance with the contract terms and conditions.

(1) Product substitutions are replacement of contract items which have been
officially announced as either out-of-production or no longer supported by the
OEM. Substituted items shall be at the same or greater performance for the same
or lesser price of the contract item being replaced.

(2) Technology insertions are upgrades and advancements in technology for
existing contract items.


                                      10




                                                               DAAB15-99-D-0014


(3) Additions provide for new functionality not available on the contract. A
new CLIN or sub-CLIN will be added to the contract for the addition of the new
item.

b. The offer of product substitution, insertion, or addition shall include
information sufficient to determine that the proposal satisfies the terms and
conditions of the contract and in particular, this section of the SOW. The
proposal shall be subject to negotiations and shall, as a minimum, include the
following information:

(1) A description, in detail, of the difference between the existing contract
item(s) and the product substitution or technology insertion and a specific
analysis of the comparative advantages and disadvantages of each. For additions,
the proposal shall provide a complete description of the new item and a
correlative analysis of how the new item will benefit the Government.

(2) A discussion of how specific contract items would be changed if the proposal
is accepted (e.g., if new equipment is offered to replace currently installed,
will the old equipment be exchanged for the new equipment and on what basis).

(3) A statement as to how the changes will affect performance, costs, etc., and
an item-by-item summary of any "street pricing" (including source of the "street
price") and any GSA pricing (including GSA Schedule Number).

(4) If applicable, an evaluation of all the effects the change would have on the
Contract Life Costs, maintenance, personnel, site modifications, and energy
consumption, etc.

(5) An analysis of a timeframe in which the change should be instituted to
obtain maximum benefit to the Government for the remainder of the contract.

c. The Contractor shall manage and propose product substitutions, technology
insertions, and additions in a timely manner in order to allow sufficient time
for Government evaluation approval and to provide, without a lapse in
availability, Government-approved products throughout the entire ordering period
of the contract. (Government review times will vary depending upon the
complexity and newness of the item.)

d. The Government reserves the right to request a proposal for technology
additions. Upon the Government's request the Contractor shall prepare a proposal
that complies with the requirements of paragraph 6.11.l.b.

e. The Government shall not reimburse the Contractor for proposal costs for
product substitutions, technology insertions, and additions.

f. All approved changes shall be determined to be within the general scope of
the contract and to be in the best interest of the Government. The decision as
to the acceptability of such a proposal shall be at the sole and exclusive
discretion of the Contracting Officer and is not subject to the Disputes clause
of this contract. Acceptance of such a proposal shall be made by issuance of a
written modification to this contract. Unless and until such a modification is
issued to the Contractor, the Contractor remains obligated to perform in
accordance with the terms of the existing contract.

g. In the event the contract modification results in equipment changes to any of
the basic computer configurations, the Government may require the Contractor to
perform a Government witnessed demonstration prior to the first delivery of the
revised configuration(s). As a minimum, the Contractor shall demonstrate that
the equipment is capable of performing in a


                                       11




                                                                DAAB15-99-D-0014

manner equal to or better than the applicable Contractor's certified benchmark
test results and is capable of successfully performing. In such an event, the
Contractor shall perform the demonstration within 15 days after the Contracting
Officer's request for the demonstration. At least seven days prior to the
demonstration, the Contractor shall deliver to the Government a plan that
outlines the agenda, procedures, and any constraints related to the
demonstration.

h. All new equipment shall be backward compatible with hardware previously
purchased under this contract.

6.6.3      Replaceable Items

The contractor shall offer replaceable items such as external antennas, cables,
power cords, batteries, printer cartridges, etc., as separately orderable items
for the MTS Control Station, V1, and V2.

6.6.4      Sub-units

The contractor shall offer components of each MTS control Station, V1, and V2. A
sub-unit is a subassembly of the parent item such as a laptop computer,
software, transit case, printer, hard drive, etc. These are items that are
typically user removable and installable in the event of field loss or damage. A
sub-unit/subassembly is NOT typically a circuit card assembly or other items
requiring specialized skill to remove and install (except hard drives). These
items are to be determined by the offeror, however, in aggregate all sub-units
shall make up the unit.

6.7    CONTRACT MANAGEMENT

With the exception of excusable delays as set forth in Part II.a, paragraph (f),
the Contractor shall be liable for non-performance under this contract. In
addition to the reporting requirements set forth in this paragraph, the
Contractor shall notify the Contracting Officer in writing as soon as it is
reasonably possible when non-performance is imminent or has occurred.

6.7.1      Monthly Project Status Reports

a. The Contractor shall provide monthly project status reports. At a minimum,
the reports shall include the following information for the reporting period:

(1) Summary of Equipment Orders: This shall include the orders received,
deliveries made, and the delivery location and required and actual delivery
dates of each order

(2) Summary of Technical Support Services Orders: This shall include the orders
received, deliveries made, and the delivery location and required and actual
delivery dates of each order

(3) Summary of Warranty Repairs: This shall include identification of pertinent
dates (e.g., date notified of problem, date item received by contractor, date
repaired, date returned to unit, etc.)

(4) Summary of Maintenance Provided: This shall include identification of
pertinent dates (e.g., date notified of problem, date repaired, etc.) and
provide a consolidated failure rate (Mean Time Between Failure (MTBF) rate) and
projected life expectancy values. This shall be recorded at the sub-component
level in order to facilitate future repair/support budgets.

(5)  Current Technology Substitutions/Insertions/Additions Proposal Information


                                       12




                                                                DAAB15-99-D-0014

(6)  Dollar Value of Delivery/Task Orders

(7) Concerns, Risks (to include those which are Government attributed), Issues,
and Potential Mitigating Actions

(8) Air Time usage/ seventy five percent or greater of purchased usage

b. The first reporting period shall be from receipt of the first delivery/task
order through the end of the next full calendar month. All subsequent reporting
periods shall be from the first calendar day of the month through the last
calendar day of the month. The monthly reports shall be submitted to the
Government Program Manager (PM) within ten workdays from the end of the
reporting period. The monthly status report shall be subject to Government
approval. Any revisions to the report shall be submitted to the PM within three
workdays of receipt of Government comments.

c. The report shall be delivered in hard and soft copy formats to the PM, the
COR, and the Contracting Officer within two workdays following approval by the
PM. The Government is currently using MS Word 6.0 and Excel 5.0. The soft copy
report shall be provided in the same or compatible format.

d. The Contractor shall attend meetings with the PM as necessary to discuss
issues and concerns relating to the contract. The location of each meeting will
be within the National Capital Region or at Ft Lee, VA.

6.7.2      Quarterly Logistics and Maintenance Report

a. The Government has a requirement to track logistics and maintenance
information. The Contractor shall provide a Quarterly Logistics and Maintenance
Report which contains information on all equipment delivered under the contract,
(i.e., those components which are separately priced) for input into the
Government's database. The report shall contain, at a minimum, the following
information:

(1) Control Number (a number to track transactions)
(2) Delivery Order Number
(3) CLIN
(4) Description
(5) Manufacturer, including Commercial and Government Entity (CAGE) code
(6) Model/Part Number
(7) Serial Number
(8) Delivery point (including Unit/organization, Unit Identification Code (UIC),
    and DoD Activity Address
    Code (DODAAC))
(9) Warranty Start Date
(10)Maintenance Start Date and Expiration Date (excluding warranty)
(11)Quarterly and Cumulative Air Time Usage by Unit
(12)Air Time Start Date

                                       13




                                                               DAAB15-99-D-0014


b. The report shall be provided on a quarterly basis. The first reporting period
shall be from receipt of the first delivery order through the end of the first
complete Government fiscal quarter. All subsequent reporting periods shall be
from the first calendar day of the fiscal quarter through the last calendar day
of the fiscal quarter. The report shall be submitted to the PM within ten
workdays from the end of the reporting period. The report shall be subject to
the PM approval. Any revisions to the report shall be submitted to the PM within
three workdays of receipt of Government comments.

c. The report shall be delivered to the PM within two workdays following
approval by the PM and shall be posted to the Web site pursuant to and in
accordance with paragraph 6.7.3. The report shall be submitted in a format that
is consistent with the Contractor's commercial practices.

6.7.3      World-Wide Web Site

a. Within 60 days after the effective date of the contract, the Contractor shall
provide a Web site that shall be available on a 24-hour basis. The Web site
shall be a restricted site, accessible only to military and DoD civilian
employees with a .mil email address. As a minimum, the Web site shall include,
or provide hyperlinks to, the following downloadable information.

(1) Quarterly Logistics and Maintenance Report (delivered pursuant to paragraph
6.7.2). This information, and any updates to this information, shall be posted
to the Web site within 48 hours of Government approval. The Contractor may
restrict access to the Quarterly Logistics and Maintenance Report that is posted
on the Web Site to those individuals identified by the PM.

(2) Copies of Device Drivers. The Government desires that all drivers needed to
adequately operate the MTS equipment be posted to the Web site. At a minimum,
the Contractor shall post to the Web site those drivers that were developed by
the Contractor for use under this contract. Any initial drivers shall be posted
to the Web site within 60 days after the contract effective date. New/updated
drivers shall be posted to the Web site within 48 hours of Government approval.
In the event that drivers are updated, the original version shall be maintained
on the Web site.

(3) Ordering Catalog. At a minimum, this catalog shall contain sufficient
information to allow users to prepare a delivery order and to determine which
contract line items (to include pertinent terms and conditions) best meet
operational requirements. With the exception of during the last contract year,
the ordering guide shall contain, at a minimum, CLINs and prices for a two-year
period (i.e., the then current year and subsequent year). The ordering guide
shall be subject to Government approval prior to posting on the Web site. Any
revisions to the information shall be submitted to the PM within three workdays
of receipt of Government comments. The approved ordering catalog shall be posted
to the Web site within 60 days after contract effective date. An updated version
of the catalog shall be posted to the Web site within two days of any changes to
the information contained in the catalog. No orders shall actually be placed
through the Web site.

(4) Application Load Procedures and Tapes. The Contractor shall post the
software load procedures on the Web site. New/revised software load procedures
and/or tapes shall be posted to the Web site within 48 hours of availability.

(5) Other Information Normally Provided to Commercial Customers. The Contractor
shall post to the Web site any other information which is normally provided to
commercial customers via a Web site and which the Contractor feels would be
useful to MTS users.


                                       14




                                                                DAAB15-99-D-0014

b. The downloadable electronic documents shall be readable and printable using
software applications that are compatible with MS Office Suite.

6.8    SECURITY

a. The Contractor shall ensure that Contractor personnel have the necessary
Government security clearances. The highest clearance level required under the
contract will be Secret as established by DD Form 254, Contract Security
Classification Specification, at Part III, Attachment III.b of the contract. The
Contractor shall not claim lack of security clearances as a reason for
non-compliance. The specific security access requirements will be set forth in
each respective delivery/task order.

b. As necessary for performance on this contract, the Government will provide
assistance to the Contractor in gaining access to Government facilities,
including controlled access areas.

6.9    USAGE TIME/AIR TIME

a. It is anticipated that the equipment proposed will require access to a
commercial communications provider. All costs for such usage shall be at a fixed
price for continuous unlimited usage on a daily, continuous 24 hour period,
basis, i.e. $X/per day/per unit, unlimited use. Daily unlimited use shall work
this way. A day of unlimited use shall be charged against a specific serialized
unit once that unit sends a message, or other traffic on that day, then within
that same 24 hour period that specific unit shall be afforded complete unlimited
access. No other notification to the contractor shall be required other than to
send a message. For these purposes, the sending of an acknowledgment "ACK" to a
received message shall also constitute activation of that days air time on and
for that unit. Usage of days of air time may not be continuous, but shall be
tracked by the contractor to inform the user, via the World-Wide Web Site, of
how many days of usage are remaining.

b. The contractor shall include a minimum 400 days of unlimited usage air time
in the price of both mobile units (V1 and V2) and Control Station. The 400 days
included with the units are required to be used within a maximum period of eight
years from contract award. Additional days of air time shall be separately
priced. All air time provided with the equipment, for equipment purchased on the
same date, shall be for the same duration. Availability of connection to a
commercial communications provider shall commence upon Government acceptance of
the system, with the 400 days ready for use. The charging or decrementing of
days used shall commence once a specific unit is activated with a message being
sent. The contractor shall have an accounting system that tracks usage time/air
time and allows the Government to obtain records of this usage by accessing the
contractor established WEB page (CLIN x018), with a method provided to allow a
user to query a specific unit to obtain the number of prepaid days of unlimited
use remaining. All MTS units which have reached 75% of the initial 400 days of
usage time/air time or subsequently purchased air time shall also be identified
in the database.

c. The contractor shall also provide monthly notification when 75% of the
initial 400 days or any subsequently purchased usage time/air time has been
expended for any of the MTS units. This list shall be included in the monthly
Project Status Report submitted under CLIN 0016.


                                       15




                                                                DAAB15-99-D-0014

d. The Government also has the option of purchasing MTS units and usage time/air
time in groups/pools of units. In these cases, the usage time/air time shall be
tracked by total usage time/air time of the group/pool rather than by the
individual MTS unit.

e. Prior to the end of this contract, the contractor should provide a means by
which the Government may acquire and pay for subsequent usage time/air time
usage for systems they already own.

f. The data contained in the table below is provided as information only. The
numbers are estimates. Actual government usage is unknown and is dependent on
many factors such as the addition of applications identified in Paragraph
III.2.15 of this document. This information is not meant to change or modify the
Government's requirement for "fixed price for continuous unlimited usage on a
daily basis, i.e. $X/per day/per unit unlimited use."

                                   ANTICIPATED

                              MESSAGE USAGE PROFILE



                    Daily In-Use Time     Yearly Days of      Text Message Send
                                            Operation             Frequency *

                                             200 (war)       Send 1 test message
                                                               every 5 minutes
 Control Station          24 hours         90 (peacetime)

    V1 and V2             20 hours           200 (war)          Send 2-3 text
     Mobile                                                    messages per hour
                                           90 (peacetime)       and Send 1 GPS
                                                                position update
                                                                every 5 minutes


          * Each text message estimated at 100 alphanumeric characters

6.10   PART NUMBERS

The contractor shall implement and use a part number scheme to facilitate
reporting. Each part number shall be unique. The contractor shall also maintain
a contractor to OEM part number cross reference as part of the web site. Major
components should have unique serial numbers affixed to each unit.


6.11   TECHNICAL SUPPORT SERVICES

6.11.1          General

a. When ordered, the Contractor shall provide technical support services that
are within the scope of this section. Technical support services include:

(1) Site surveys
(2) On-site installations and training

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                                                                DAAB15-99-D-0014

(3) Relocation of equipment
(4) Post-installation support
(5) Engineering studies and documentation
(6) Integration/interface impact studies
(7) Development/modification of software programs to achieve additional
    functionality
(8) Development and documentation of A-Kits for different families
    of vehicles
(9) Expedited Delivery and OCONUS shipping
(10)Additional System Integration
(11)Demonstration Support

b. Labor Categories and Tasks:

(1) Program Manager - Lead task order, maintain cost, technical, schedule and
overall management of resources to accomplish task requirements

(2) Site Leader - Serve as senior contractor POC at a field site with total
knowledge of task areas and authority to manage personnel

(3) Mechanical Installer - Capable of following drawings and installation
criteria, making changes to vehicles and installing A-Kits into vehicles and
performing overall system or installation tests

(4)  System Trainer - Capable of training the system operation to soldiers

(5) Senior Engineer - Capable of analyzing requirements and designing system
changes

(6) Junior Engineer - Capable of supporting the analysis of requirements and
designing system changes

(7) Senior Software Analyst - Capable of working with software requirements and
to plan changes to design based upon new/changed requirements

(8) System Analyst - Capable of integrating across all system requirements to
produce new/modified requirements

(9) Software Programmer - Capable of making software changes to implement
new/changed requirements

(10) Test Analyst - Capable of testing hardware/software changes to task
requirements

(11) Mechanical Engineer - Capable of designing A-Kit mechanical components
based upon requirements

(12) Mechanical Fabricator - Capable of fabricating/assembling A-Kit mechanical
components

(13) Electrical Engineer - Capable of designing A-Kit electrical components
based upon requirements

(14) Electrical Fabricator - Capable of fabricating/assembling A-Kit electrical
components

(15) Technical Writer - Capable of producing technical documentation for task
order requirements

                                       17



                                                                DAAB15-99-D-0014

(16) Clerical - Capable of using automated tools for the production of
documentation; capable of performing final proofing, making changes and
providing general clerical support to task order areas

c. Prior to issuance of a task order for technical support services, the
Contracting Officer will provide the Contractor with a request for a proposal,
which includes a description of the task(s) to be performed. Within 15 days of
receipt of the request, the Contractor shall deliver to the Contracting Officer
a proposal for performing the services. The proposal shall contain sufficient
detail to enable the Government to determine the acceptability of the proposal
and shall include, as a minimum:

(1) A brief description of the technical approach which demonstrates the
Contractor's understanding of the requirement

(2)  A proposed milestone chart

(3) Proposed labor categories from the Master CLIN listing and the number of
hours proposed for each category, and

(4) Proposed other direct costs (ODCs), to include any proposed travel costs,
which are consistent with the Joint Travel Regulation.

d. The Government reserves the right to accept or reject any proposal for
technical support services. This decision shall be final and not subject to the
"Disputes" clause of this contract. After the Government has reviewed and
accepted the Contractor's proposal (negotiations may be required), subject to
availability of funds, a firm-fixed-price task order will be issued. The
Contractor shall then perform the technical support services in accordance with
the approved proposal.

6.11.2          Site Surveys

a. The Contractor shall perform site surveys in accordance with approved
proposals submitted pursuant to paragraph 6.11.1.b. The primary purpose of the
survey is to provide a detailed scope of work required for the later
installation/fielding of MTS equipment, and for the purpose of fitting the
system to a new vehicle family. The Government will make available a
representative sample of any vehicle for contractor access.

b. Within seven days after completion of the survey, the Contractor shall
deliver a survey report to the Government official identified on the applicable
task order. The report shall include a description of any actions (e.g., site
modifications) which must be completed prior to installation of the MTS
equipment and it shall be sufficiently detailed to facilitate successful
installation of the equipment. The report shall be subject to Government
approval. Any revisions to the report shall be submitted to the Government
official within three workdays of receipt of Government comments.

c. The Government will be responsible for performing site modifications (e.g.,
A/C, power, etc.) which are identified in the survey report.

d. In instances where work to be performed by the Contractor requires
interaction with existing facilities and equipment, the Contractor shall be
responsible for any damage to existing facilities or equipment resulting from
the Contractor's efforts.

6.11.3          On-Site Installation and Training

                                       18



                                                                DAAB15-99-D-0014

a. The Contractor shall perform on-site installation of MTS equipment in
accordance with approved proposals submitted pursuant to paragraph 6.11.1.b.
Installation services include both initial installation and upgrades to existing
MTS equipment, as well as conducting training on the equipment installation, use
and maintenance.

b. After installation is completed, the Contractor shall restore any
Contractor-used Government work and storage areas to a clean condition.

c. The contractor may be required to supplement training data provided under
paragraph 6.5.b in a more military style:

(1) Training Analysis Process. A front end training analysis will be
accomplished to develop a general training concept, a training Master Task List
(MTL), and identify the Terminal Learning Objectives and Enabling Learning
Objectives to support each task. Subject matter experts (SME) will subsequently
review the analysis. Following approval of the MTL, a Task Selection Matrix
(TSM) will be developed, critical tasks identified for training, and methods of
training will be determined. An Instructional Media Design Report (IMDR)
(details the flow, appearance, and subject matter of the interactive courseware)
will be completed and training scenarios reflecting operational environments
will be developed. From the approved TSM, tests for each task will be developed,
draft Programs of Instruction (POI), Lesson Plans (LP) Storyboards, Handouts
(HO), Practical Exercises (PE), and a Training Database will be developed. As
the system matures, a Detailed Task Selection Matrix will be developed to
identify step-by-step procedures required to accomplish each task. Draft
Training Packages and supporting documentation will be tested and adjusted prior
to the Operational Test (OT). SME support will be provided/coordinated by USA
Combined Arms Support Command (CASCOM) throughout the development process. The
development contractors will visit and/or coordinate directly with designated
Points of Contact (POC)

(2) Multimedia Training. Multimedia Training shall be the primary method of
training for the MTS. The multimedia training will be on a separate CD ROM that
must be periodically updated to reflect the changes to the system. It will
satisfy the majority of the requirements for extension, sustainment, collective,
and instructor and key personnel (IKP) training for the mobile unit operator and
Control Station operator.

(a) The V2 and Control Station system software shall contain a Training Menu
Option which will allow the selection for training and training support
functions and will replicate the prime system. Training will address the user by
name based on log-in information and will provide the supervisor with the
ability to manage the training environment to include establishing training
requirements, selecting specific material for students, setting performance
criteria, and producing training reports and comprehensive end of course tests.
Interactive multimedia training is the required medium to train and evaluate the
user's performance.

(b) The Multimedia Training will consist of two major elements: training and
help. Multimedia Help shall be accessible from two different means: Menu
Selectable Help and Context Sensitive Help (to at least 4 levels). To the extent
possible, commercial software with help utilities will be incorporated. The
multimedia training (CD ROM) will include as a minimum a V1 Operator Course, a
V2 Operator Course and a Control Station Operator Course. System Administration
and System Support will be provided by the contractor.

                                       19




                                                               DAAB15-99-D-0014

(c) A multimedia package will be developed. It must have hooks embedded into the
prime system software (embedded training) so the user can obtain access to the
training system and receive training by clicking on the hyper text, go to
training, and return to the work area (training itself may be on CD-ROM). This
will be an option load with the prime system. The training package must also be
capable of operating separately, to provide the capability for conduct of
initial or sustainment training; it will be MTS specific and capable of use on
any compatible DOS computer. Training screens will be identical to the prime
system screens and help capabilities.

(3) Paper-Based Training. Paper-based training will be developed for designated
tasks and those tasks not identified for embedded training. These packages must
contain approved task lists, Programs of Instruction (POIs) and Lesson Plans (to
include handouts, slides, practical exercises and tests) to assist the unit in
conducting sustainment training.

(4) System Extension Training (SET). A training team will conduct operator and
Control Station operator training at each training location. The extension
packages will include training for all critical tasks identified during the
Front End Analysis and the design and development efforts that were selected for
training. The approved training package will be utilized to provide this initial
training. The training will be provided on-site at each extension location that
has system hardware being fielded to that site. Representative system hardware
will be utilized. Monitorship and on-the-job training will occur following
classroom training and system extension. The purpose of the monitorship is to
ensure training effectiveness. Over-the-shoulder individual assistance will be
provided as required, until the training team is satisfied that the operators
and managers have the capability to exercise the system to its full capacity.
The team will ensure full conversion and operation of the system prior to
departure from the installation.

(5) Unit / Sustainment Training. Multimedia Embedded Training (EI) will be
provided with the system and will have hooks resident in the system software to
effect ET. Training CD-ROM disks will also be provided. A complete copy of the
system extension training package, to include those tasks not selected for ET
(including POI, Lesson Plans, and any other paper-based material), will be
provided to units for unit sustainment training. Commanders of TOE / TDA units
are responsible for conducting unit sustainment training as required.

(6) Training Evaluation and Manual Verification. USA CASCOM training evaluators
will conduct a training Operational Test and Readiness Evaluation (OTRE) of the
final training package when the operational test players are being trained. An
OTRE will be conducted for all training provided. The training will include ET,
Help, the Program of Instruction (POI), Task Selection Matrix (TSM), Lesson
Plans (LP)/Story Boards, Practical Exercises (PE), test, tutorials and manuals
(on-line and paper-based). USA CASCOM will issue a training Operational Test
Readiness Statement (OTRS) through TRADOC to OPTEC as a result of the OTRE. To
insure a successful OTRE, the PM MTS should request a customer test by USA
CASCOM at any time prior to the OT.

6.11.4          Relocation of Equipment

The Contractor shall assist in, or perform, the relocation of MTS equipment in
accordance with approved proposals submitted pursuant to paragraph 6.11.1.b. The
extent of the services to be performed by the Contractor will vary by task order
from minimal involvement (e.g., survey assistance) to total responsibility for
the relocation.

                                       20



                                                               DAAB15-99-D-0014

6.11.5          Post-Installation Support

Pursuant to approved proposals submitted in accordance with paragraph 6.11.1.b,
the Contractor shall provide post-installation support and guidance to assist
users in successful transition to MTS equipment. Such services can relate to
general system operations or to specific tasks; e.g., porting data files.

6.11.6          Engineering Studies and Documentation

a. Pursuant to approved proposals submitted in accordance with paragraph
6.11.1.b, the Contractor shall perform engineering studies. These studies shall
be related to the present and possible future physical and performance
characteristics of equipment used in support of the system. Examples of such
studies could include, but are not limited to system engineering feasibility
studies, network studies, technology assessment studies, and quality-related
practices studies. These studies may respond to, but are not limited to, the
following: (1) An unexpected decreased level of system responsiveness; (2)
Planned expansions of computing services or network connectivity; and (3) Sudden
changes in traffic and data storage requirements which adversely affect network
performance.

b. All engineering studies shall be subject to Government approval. Any
revisions to the studies shall be submitted to the Government official within
three workdays of receipt of the Government comments.

6.11.7          Impact Studies

a. During the life of the contract it is anticipated that changes will be made
to the interfacing system/support software and/or equipment purchased from
sources other than the MTS Contractor, which may require integration into the
MTS configuration.

b. In such cases, pursuant to paragraph 6.11.1.b, the Government may request the
Contractor provide an impact study which addresses, at a minimum, the following:

(1) A description of any MTS equipment modifications and/or additions (including
any device drivers) necessary to at least maintain the current level of system
performance.

(2) A description of any revisions and/or additions to system application and/or
Government owned system support software which are necessary to at least
maintain the current level of system performance.

(3) A price proposal for effecting the necessary changes to the MTS equipment
(including any device drivers) identified pursuant to paragraph (1) above.

(4) A proposed schedule to implement the recommended changes identified in the
impact study.

c. All impact studies shall be subject to Government approval. Any revisions to
the studies shall be submitted to the Government official within three workdays
of receipt of the Government comments.

d. The Government reserves the right to have the Contractor implement the
changes identified in the approved study. The proposed price shall be subject to
negotiations. If accepted by the Government, a contract modification will be
executed to effect the change.

e. In the event the contract modification results in equipment changes to any of
the basic computer configurations, the Government may require the Contractor to
perform a Government-
                                       21


                                                               DAAB15-99-D-0014

witnessed demonstration prior to the first delivery of the revised
configuration(s). As a minimum, the Contractor shall demonstrate that the
equipment is capable of performing in a manner equal to or better than the
Contractor's certified benchmark test results and is capable of successfully
executing. In such an event the Contractor shall perform the demonstration
within 15 days after the Contracting Officer's request for the demonstration. At
least seven days prior to the demonstration, the Contractor shall deliver to the
Government a plan that outlines the agenda, procedures, and any constraints
related to the demonstration.

6.11.8      Development/Modification of Software Programs to Achieve Additional
            Functionality

The Contractor shall perform software development to achieve additional
functionality in accordance with approved proposals submitted pursuant to
paragraph 6.11.1.c.

6.11.9      Development and Documentation of A-Kits for Different Families of
            Vehicles

a. The Contractor shall perform non-recurring engineering to support the
development, qualification and Government acceptance for production of specified
A-Kits. A-Kits are the mechanical mounting devices for mounting mobile units to
a vehicle in accordance with approved proposals submitted pursuant to paragraph
6.11.1.c. A-Kits shall include the necessary shock, vibration and electrical
isolation required based on the operational profile of the vehicle, and shall
include cable harnesses, cable egress panels, etc. needed for installation of
the required equipment. Typically, the contractor shall work with designated
Government or vehicle contractor personnel in the design, development and
prototyping of an A-Kit. Subsequent to development of an A-Kit, that equipment
will be added by contract modification as a separately orderable CLIN on the
contract.

b. It is anticipated that, over the life of this contract, several sets of
A-Kits and documentation will need to be developed, one for each vehicle type.
The contractor shall provide technical data to the Government to allow
subsequent development of Integrated Logistics Support (ILS) products for the
vehicles on to which the MTS will be installed. The data the contractor shall
provide will allow the government to provision, catalog, document and support
MTS A-kit parts. The contractor shall also provide data sufficient to allow the
government to produce a technical manual documenting installation of the A-kit
in the selected vehicle and installation of the B-kit (mobile unit) to the A-kit
and repairs of the MTS A-kit. The contractor shall provide all data necessary to
allow the government to produce installation and maintenance instructions for
the MTS A-kit on a vehicle.

(1) Maintenance Analysis and Parts Provisioning Drawing Package; The contractor
shall provide a complete MTS A-kit drawing package for each designated vehicle.
The drawing package shall include a top level or top level drawings, the drawing
tree or drawing structure and all individual piece part and component drawings,
all assembly and manufacturing instructions. The drawing package may be in
contractor format. The drawing package may be supplemented with additional
narTative information to complete these requirements. The drawings or
supplemental documentation to the drawing package shall include:

Material Data Safety Sheets

Complete warranty information

Wear limits for wear parts

                                       22



                                                               DAAB15-99-D-0014

Torque Values for all fasteners

Scheduled Maintenance Requirements

Lubrication requirements

Troubleshooting procedures

Safety/hazard precautions

Requirements for special tools

Copy right release for all data provided

All instructions required to install the MTS A-kit on the designated vehicle
including all steps required to modify the vehicle to accept the MTS A-kit, and
all steps to install the B-kit on the A-kit

All drawings and publication data shall be in the English language

(2) Parts Provisioning; The contractor shall provide the government the
following data for each MTS A-kit part:

Complete set of approved supplier service drawings

Component manufacturer part numbers

Component manufacturer Cage Codes to be stamped or typed on the drawing.

Unit Package quantities

Weights and Dimensions

Shelf Life limitations

Optimum Quantity Prices

Available Reliability or Projected Failure Rate Data

Repair Kit information

Each and Unit Package Prices

Dimensional Data for all hardware (nuts, bolts washers)

All drawing and publication data shall be in the English language

(3) Publications Support; The contractor shall provide the government any
available commercial off the shelf manual/ literature and all necessary
technical data to develop initial installation, operations, maintenance, repair,
service, inspection storage and test procedures required to use and maintain the
MTS A-Kit.

6.11.10         CONUS and OCONUS Shipping and Delivery

a. The Contractor shall pack each applicable component in its transit case(s)
prior to shipping. This transit case(s), containing the configuration and/or
components, shall be appropriately packed and shipped in standard commercial
wrappings; e.g., shrink wrappings. Each unit shipped shall have its own users
manual packed in the shipping container.

                                       23



                                                               DAAB15-99-D-0014

b. The Government may require expedited andlor OCONUS shipments during the term
of the contract. A packing list shall be placed in each shipping container.

6.11.11         Additional System Integration

a. The contractor may be required to perform integration services at field
locations to support the initial installation or troubleshooting of the system
surveys in accordance with approved proposals submitted pursuant to paragraph
6.11.1.b. Any such requirement will be identified to the contractor in a
separately issued task order. The Contractor shall be responsible for all items
provided to the Contractor until they are safely returned to the Government in
the condition in which they were provided. It is anticipated that over the life
of the contract additional system integration services may be required. In such
cases, these requirements may be added to this contract by contract
modification. In such an event, the Contracting Officer will request a proposal
from the Contractor. The request will include a description of the integration
and the operational environment; the typical configuration(s); the specific
performance requirements; the loading and operating instructions; test criteria
and data; and access to any required application software.

b. Prior to the first delivery of equipment that has been integrated pursuant to
a contract line item number (CLIN) that has been added, the Government may
require the Contractor to conduct a Government-witnessed demonstration to
validate that the integration configuration is capable of successfully executing
the requirement. In such an event, the Contractor shall perform the
demonstration within 15 days after the Contracting Officer's request for the
demonstration. At least 7 days prior to the demonstration, the Contractor shall
deliver to the Government a plan that outlines the agenda, procedures, and any
constraints. The Government reserves the right to have at least two
Government-designated representatives witness each demonstration.

6.11.12         Demonstration Support

The contractor may be required to provide technical/support staff to assist the
government at system demonstrations and/or briefings. Any such requirement will
be identified to the contractor in a separately issued task order.

END OF STATEMENT OF WORK




                                       24



                                                               DAAB15-99-D-0014

                                   APPENDIX I
                 TO THE MTS STATEMENT OF WORK AND SPECIFICATION
                              APPLICABLE DOCUMENTS

In the event that any of the documents listed in this Appendix have been
canceled or superseded, the most recent document in effect at the time of
release of the solicitation shall govern.

I.1    TECHNICAL ARCHITECTURE DOCUMENTS

The following technical architecture documents are available on the World-Wide
Web at the identified URLs.

Department of the Army Joint Technical Architecture - Army (JTA-A), Version 5.0,
dated 11 September 1997, available at:

       http://www.hqda.army.mil/techarch/jtaa50/jtaa50.htm


I.2        GPS USER EQUIPMENT INTERFACE CONTROL DOCUMENT FOR
THE RS-232/RS422 INTERFACE OF DoD STANDARD GPS UE RADIO RECEIVERS

a. Department of Defense ICD-GPS-153 GPS User Equipment Interface Control
Document for the RS-232/RS422 Interface of DoD Standard GPS UE Radio Receivers,
dated 27 June 1995, is available at the Global Positioning System (GPS) Joint
Program Office (JPO), SMC/CZ (AFMC), P.O. Box 92960, Los Angeles Air Force Base,
CA 90009-2960. The POC is Mr. Del Crane whose email address is
DEL.CRANE@losangeles.af mil.

b. The ICD-GPS-153 document is export controlled technical data with military
application controlled under the Arms Export Control Act as implemented by the
International Traffic in Arms Regulation. Distribution of the ICD-GPS-153 is
authorized to Department of Defense and DoD Contractors only. However, the
document can be released to prospective contractors provided they registered
with and receive authorization from the Defense Logistics Agency (DLA). DLA has
a web site that explains the procedure and requirements at:

       http://www.dlsc.dla.mil/ccal

DLA also has a telephone information number 1-800-352-3572. The registration and
authorization process takes approximately five to ten working days. Offerors;
are encouraged to start the registration process as soon as possible.

END OF APPENDIX I TO STATEMENT OF WORK

                                       25




                                                               DAAB15-99-D-0014

                                   APPENDIX II
                 TO THE MTS STATEMENT OF WORK AND SPECIFICATION
                                   DEFINITIONS


II.1   DEFINITIONS

II.1.1    A-Kit: That mechanical device which provides a mounting capability
between a vehicle and the Vehicle Mounted Mobile Unit (V2).

II.1.2    B-Kit: The Vehicle Mounted Mobile Unit (V2).

II.1.3    Continental  United States (CONUS):  All locations and sites within
the 48 contiguous states, including the District of Columbia.

II.1.4    Days: Unless otherwise noted as "working days", all references to days
shall refer to calendar days.

II.1.5    Equipment:  The term equipment as used  throughout  the  specification
refers to hardware, software, and/or firmware.

II.1.6    Hours: Unless otherwise noted as "business" hours, all references to
hours shall refer to wall clock hours.

II.1.7    INFOSEC:  The term INFOSEC as used throughout the specification refers
to  Information  Security  which  includes the  protection of all MTS data,
message contents, and position report contents.

II.1.8    World-wide:  This  encompasses the physical face of the planet between
70 degrees  north  latitude  and 70 degrees  south  latitude to include all
oceans and islands.

II.1.9    Outside the Continental United States (OCONUS):  All locations outside
the 48 contiguous states of the United States.

II.1.10   State-of-the-Art Technology: Commercial products that represent recent
product designs and performance  features. It does not include out-of-date,
discontinued hardware and software.

II.1.11   System Modularity: Equipment that is developed as a series of smaller
parts ("modules" or "system elements") that can be functionally separated from
the other system parts in order to facilitate integration and specialized
upgrades.

II.1.12   Year 2000 Compliant: Year 2000 compliant means information technology
purchased under this contract that complies with Part III.a, Appendix III,
paragraph III.2.5 of this contract.

END OF APPENDIX II TO STATEMENT OF WORK


                                       26


                                                               DAAB15-99-D-0014

                                  APPENDIX III
                 TO THE MTS STATEMENT OF WORK AND SPECIFICATION
                             EQUIPMENT SPECIFICATION


III.1  INTRODUCTION

All  equipment   delivered   under  this  contract  shall  satisfy  the  general
performance requirements set forth at paragraph 111.2.

III.2     GENERAL PERFORMANCE REQUIREMENTS

III.2.1   Commercial Equipment

All equipment delivered under this contract shall be commercial items as defined
in the Federal Acquisition Regulation (FAR) Clause 52.202-1. To allow for system
modularity and commonality of parts, the same hardware may be used in all three
configurations.

III.2.2   Only New Equipment

Only new equipment shall be delivered under this contract. The Contracting
Officer will not grant approval for used or reconditioned equipment. Components
of such equipment may be reconditioned provided such components are drawn from
stockage that does not differentiate between new and reconditioned components.

III.2.3   World-wide Usage/Operating Authority

a. MTS shall be physically capable of transmitting and receiving messages
world-wide. The initial version of MTS shall also have the legal authority to
operate in as many countries as possible. Not later than June 7, 2000, MTS shall
have the legal authority to operate in the following countries:

       a. United States (to include Alaska, Hawaii, and territories)

       b. Honduras

       c. Panama

       d. Germany

       e. Netherlands

       f. Belgium

       g. Italy

       h. Turkey

       i. Austria

       j. Hungary

       k. Bosnia

       1. Croatia

       m. Japan

                                       27



                                                               DAAB15-99-D-0014

       n. Republic of South Korea

       o. Israel

       p. Egypt

       q. Saudi Arabia

       r. Kuwait

b. There shall be no additional fee for landing rights, backhaul, tariff or any
other additional cost for air time. The Contractor shall include all such
expenses in their price proposal such that the government pays one fixed rate,
regardless of location.

III.2.4   Federal Communications Commission (FCC) Certification

All applicable hardware components shall meet, as appropriate, the requirements
of the FCC Class A. The FCC Class A qualification for all MTS equipment shall
remain unchanged after installation of contractor-provided internal devices. All
applicable hardware components for Outside Continental United States (OCONUS)
shall meet the International Special Committee on Radio Interference (CISPR) 22,
Class A (International) standards for Radio Frequency Interference/
Electromagnetic Interference (RFI/EMI), be Underwriters and European Community
(CE) certified.

III.2.5   Year 2000 Warranty--Commercial Supply Items

The contractor shall ensure products provided under this contract, to include
hardware, software, firmware and middleware, whether acting alone or combined as
a system, are Year 2000 compliant as defined in FAR Part 39 and as specified in
Part.II a (ac) of this solicitation document.

III.2.6   Compliance with Joint Technical Architecture-Army (JTA-A)

All applicable equipment components provided under this contract shall meet the
requirements of the JTA-A. The JTA-A is the minimal set of rules governing the
arrangement, interaction, and interdependence of the parts or elements that
together may be used to form an Army information system. Its purpose is to
ensure that a conformant system satisfies a specified set of requirements. The
JTA-A applies to all systems that produce, use, or exchange information
electronically. The JTA-A will be used by anyone involved in the management,
development, or acquisition of new or improved Army Information Systems. The
JTA-A uses the concept of a Common Operating Environment (COE) that provides a
re-useable set of common software services via standard application programming
interfaces (APIs).

Any computer provided as part of the solution for paragraphs III.2.11 (V2) and
III.2.12 (Control Station) shall conform to the Windows Operating System as
defined by the Win32 APIs, Microsoft Win32 Programmers Reference Manual, Volumes
1-5, 1993, Microsoft Press. Commercial software provided shall have documented
and published APIs to allow integration with other applications which may
evolve.

III.2.7   Power Requirements
                                       28


                                                               DAAB15-99-D-0014



a. The V1 shall be primarily powered by one or more internal batteries. Fully
charged batteries shall allow for sending 36 position reports and 36 text
messages with a message size of approximately 100 characters over a minimum
period of at least 12 hours. The V1 shall also come with a vehicle power
adapter to enable operations from vehicular supplied power which is nominally
between 12-32 volts direct current.

b. The V2 shall operate from vehicular supplied power which is nominally between
12-32 volts direct current. Vehicle power is used only when the V2 unit is
mounted in the vehicle and when the engine is running. The V2 shall be capable
of operating from standard 110-volt (CONUS) or 220-volt (OCONUS) 50/60 Hz
commercial power.

c. The Control Station equipment shall be autosensing between 110 and 220 volts
alternating current and between 60 and 50 Hz. The Control Station shall have one
or more internal batteries.

d. All equipment (V1, V2, and Control Station) shall be properly protected from
electrical damage due to fluctuations in power, nearby lightning and high power
microwaves to acceptable industry standards. Employment of user replaceable one
time use fuses is not allowed.

e. All equipment shall be certified by Underwriters Laboratory or an equivalent
laboratory.

f. The V2 shall have an integral backup power source that will allow the
operator to send a minimum of five position reports and five 100 character text
messages over a 90-minute period when the primary power source is depleted or
not available. The V2 shall have an indicator to inform the operator that he is
operating on backup power. V2 shall be capable of receiving messages for up to 8
hours using integral backup power.

III.2.8   User Replaceable Components

All user-replaceable components; e.g., batteries, diskettes, shall be
replaceable by the user without requiring special tools or a maintenance
technician.

III.2.9   Commercial Software

All commercial software fixes, patches, and revisions available free to licensed
users within the general public shall be provided free to the Government.

III.2.10        Handheld Mobile Unit (V1)

These requirements are applicable only to the Handheld Mobile Unit [V1].

a.  Have integrated send/receive messaging capability per III.2.14.a.
b.  Have integrated GPS capability.
c.  Does not require a graphical map.
d.  Contain the required battery.
e.  Have one transit case per V1 as specified in III.2.13.
f.  Reserved
g.  Be water-resistant to the point that it remains fully functional in
    the rain.
h.  Requires an alphanumeric text display.

                                       29



                                                               DAAB15-99-D-0014


i.  Have an RS-232/RS-422 Interface conforming to the DoD Standard GPS User
Equipment Interface of Radio Receivers, if applicable.

III.2.11   Vehicle Mounted Mobile Unit (V2)

These requirements are applicable only to the V2.

a.  Have integrated send/receive messaging capability per HI.2.14.a.

b.  Have integrated GPS capability.

c.  Have the capability to display full color graphical maps as described in
paragraph III.2.11.g.

d.  Have one transit case per V2 as specified in III.2.13.

e. Ability to integrate with (mount, operate and draw power from) the host
vehicle without the need to relocate vehicle components or externally mount
non-antenna components. The first vehicle to use the MTS is the PLS. Some, but
not all, possible additional vehicles are the HEMTT, HET, M915 Tractor,
M800-series and M900-series (5-Ton), M35-series (2.5-Ton), LMTV, FMTV, FOX
(NBC), M1114/M998 (MP/C2) HMMWV, all wheeled ambulances and all recovery
vehicles.

f.  Withstand shock and vibration experienced by the host vehicle without
becoming inoperable, when installed with an A-Kit developed per 6.11.9.

g. Provide computer imaging which simultaneously displays digital maps with
computer generated icons representing the geographic positions of user selected
MTS equipped operations. The MTS will utilize standard digital mapping data and
the map media provided by Defense Mapping Agency (now known as NIMA). V2 users
shall be able to view their location on the map. Additionally, both the V2 and
Control Station shall come configured with a commercial world-wide map to give
initial map background capability to the MTS in the event that a NIMA map is not
available. The resolution of this commercial map shall include at least country
boundaries, major cities and major highways and shall be zoomable to several
levels of granularity. Easy transition between this commercial world-wide map
and a user loaded NIMA map shall be provided.

h. Have the capability to perform the same functions as a Control Station, i.e.
to become a Control Station in a headquarters/operations center. The V2 shall
be capable of operating from standard 110-volt (CONUS) or 220-volt (OCONUS)
50/60 Hz commercial power. LAN/WAN connectivity is not required. The mobile unit
(except A-Kit mounting bracket and cables) must be easily installed and removed
in less than 10 minutes.

i. Two type II PCMCIA slots that can function as a type III PCMCIA slot,
available for future uses to be determined by the Government.

j. Have an RS-232/RS-422 Interface, available for future uses to be determined
by the Government

k. Have an additional RS-232/RS-422 Interface conforming to the DoD Standard GPS
User Equipment Interface of Radio Receivers, if applicable

III.2.12        Control Station

These requirements are applicable only to the Control Station.

a.  Have integrated send/receive messaging capability per III.2.14.a

                                       30



                                                               DAAB15-99-D-0014
b.  Have integrated GPS capability

c.  Have a separate transit case(s) as specified in III.2.13

d.  Contain the required battery.

e.  Be furnished with a portable color inkjet printer, capable of at least 300 x
300 dots per inch resolution, at least 3 pages per minute print speed, have an
industry standard 10 foot parallel cable

f.  Weigh 30 pounds or less when stored in its transit case

g.  The Control Station shall be a portable system capable of being set up in a
fixed environment. This requires that the Control Station be operable within 15
minutes of set up. All antenna cable length for the Control Station shall be at
least 100 feet

h.  Be a laptop computer running in a windows operating system and shall be
capable of minimally storing sufficient map backgrounds for a 300 mile square
area of operations

i.  Have the capability of using standard CD ROMS issued by NIMA containing
military map backgrounds

j.  Be capable of loading map backgrounds to a mobile unit via a computer to
computer connection if the V2 cannot self-load the data

k.  Provide computer imaging which simultaneously displays full color digital
maps, as described in paragraph III.2.11.g, with computer generated icons which
represent the geographic positions of operator selected MTS users. User with
Control Stations shall be able to view their own and subordinate users

l. Mapping product shall be expandable to have active layers in order to provide
pull down map data, such as bridge and road classifications, vehicle and cargo
locations and unclassified situational awareness overlays

m.  Minimum Control Station hardware requirements:

       Pentium 266 (P266) class processor

       20x CDROM drive

       128MB RAM

       3.5" 1.44MB Floppy Drive

       5.0 GB Hard drive

       Active Matrix display

       Two type II PCMCIA slots that can function as a type III PCMCIA slot,
available for future uses to be determined by the Government

       RS-232 port, available for future uses to be determined by the Government

n.  The Control Station software application shall also be capable of executing
as another active application on another Government provided computer which is
running in a Windows operating system environment.

                                       31




                                                               DAAB15-99-D-0014

o. Have an additional RS-232/RS-422 Interface conforming to the DoD Standard GPS
User Equipment Interface of Radio Receivers, if applicable.

III.2.13   GPS

GPS has two signals. One signal is referred to as military requiring decryption
to obtain the precise location data and one is commercial. MTS shall use GPS
Joint Program Office (JPO) approved military GPS. However offerors may propose
either the military or civilian signal to meet requirements as follows:

a. If the military GPS signal is proposed then the embedded circuit design shall
be DoD GPS Joint Program Office (JPO) approved prior to submission of proposals.
Requirements for obtaining DoD GPS JPO approval can be obtained from that
organization. See Appendix I, Paragraph 1.2 b of this document for the address
and point of contact.

b. If the initial MTS does not have approved embedded military GPS then it shall
have an embedded commercial GPS capability with an external electronic interface
to a DoD PLGR such that the PLGR location data can be automatically sent to MTS
and override the commercial GPS data. The physical PLGR interface connection to
the MTS shall be readily accessible. Instructions for obtaining the PLGR
Interface Control Document are located at Appendix I, Paragraph I.2 b of this
document.

III.2.14   System Operational Requirements

These requirements are applicable to the entire system and all three
configurations (V1, V2 and Control Station).

a. The system shall provide near-real time two way data/messaging communications
between MTS equipped users (those with V1s, V2s, and Control Stations) at any
distance on a worldwide basis. The Government desires world-wide messaging
capability and availability at time of contract award. World-wide is defined at
Paragraph II.1.8.

b. The MTS will utilize standard digital mapping data and the map media provided
by Defense Mapping Agency (now known as NIMA) in ARC Digitized Raster Graphics
(ADRG), Compressed ADRG (CADRG) or Controlled Image Base (CIB) format.

c. The MTS shall provide the following transfer time for each message. Message
transfer time measurement shall start from the time the operator initiates
message transmission and ends when the message is received by a recipients unit
(CS, V1, V2).

     100 Byte Messages
- ---------------------------
    Delivery Percentile             Delivery Time will be less than n (seconds)
            95%                                    90
            85%                                    30
            75%                                    15
            50%                                     6


                                       32




                                                               DAAB15-99-D-0014

     Position Reports
- ---------------------------
    Delivery Percentile             Delivery Time will be less than n (seconds)
            95%                                    15
            85%                                    15
            75%                                     3
            50%                                     3

d. The system shall be capable of operating (tracking locations of users and
communicating) at any location world-wide and shall provide the capability for
delivery of messages to multiple recipients with a single transmission from the
sender.

e. The MTS system components, the V1, V2 and Control Stations, shall be capable
of operating without the use of direct telephone (landline or cellular)
connections or LAN/WAN/INTERNET direct connectivity. The Control Station
configuration, only, shall be capable of operating via telephone (landline or
cellular) as an alternate means of communication.

f. The system shall be operable immediately upon world-wide deployment without
changing any equipment, reconfiguring of equipment, or installation of new
equipment. The configuration of internal addresses in any software table is
permitted, so long as not to exceed 10 minutes and is able to be performed by
the end user.

g. Updating a user identification contained in the MTS shall require a minimum
of operator input and be completed in less than 2 minutes.

h. MTS message and position transmission and reception will use a system
designed to lower interception, detection, exploitation and jamming of message
traffic.

i. Provide both user definable, fixed format and user generated data
('free-text') communications between MTS equipped users.

j. Provide scheduled and on demand transmission of geographic positioning data.

k. The system shall be capable of displaying last known and current location of
selected MTS users along with the time/date of the last location report.

1. Permit installation and operation while wearing cold weather clothing and
Mission Oriented Protective Posture gear.

m. Permit installation while wearing Night Vision devices.

n. The system will not emit any noise that is higher than 70dB(A) at the
operators positions.

o. All MTS displays shall have automatic or operator adjustable brightness and
contrast controls.

p. All WS components shall be capable of surviving temperatures ranging from -25
to 120 degrees Fahrenheit. All MTS components that are exposed to the elements
(e.g. antennas, cables/connectors, etc.) must be able to operate in temperatures
ranging from -25 to 120 degrees Fahrenheit. MTS components that are operated
from a heated/cooled environment (cab of vehicle, operation center, etc.) must
be capable of operating within the temperature range of 25 to 100 degrees
Fahrenheit and the associated humidity ranges.




                                       33




                                                               DAAB15-99-D-0014

q. The Control Station shall have the capability to poll mobile units for data
at anytime.

r. MTS is an unclassified system. The MTS shall employ a commercial INFOSEC
capability to ensure against enemy exploitation of vehicle location and
logistics information through unauthorized access to message content. The MTS
shall employ INFOSEC measures that require the MTS operator to identify himself
to the MTS network This identification procedure shall be periodically updated.
The system shall notify the primary controlling station of failed operator
identification attempts. The Control Station shall have the capability to
prevent the operator in question from transmitting and receiving any messages.

s. Support objectives for initial operational capability shall be full organic
support. The use of built in test/built in test equipment, if feasible, will
reduce the maintenance burden.

t. System must fit into existing and future operational architectures without
creating new military occupational specialties (MOS) or creating a burden on
current MOS.

u.  RESERVED

v. The Contractor shall certify with the submission of the proposal, that V1
and V2 Mobile Units are safe to use as close as five inches from unsbielded
munitions that contain 10 mA no-fire current, electro-explosive devices (EEDs).
This certification shall be required for each type of RF component provided on
the Contract, throughout the life of the Contract. A determination of the
required safe separation distance can be made by referring to the graph entitled
"Safe Separation Distance Between an RF Source and Unshielded Munitions
Containing 10 mA No-fire Current Electro-Explosive Devices (EEDs)" in Exhibit-A.
This graph relates safe separation distances to irradiated output power as a
function of operating frequency. Although many ordnance items have no EEDs, and
other items have EEDs that are less sensitive to RF energy, this requirement
represents a worst-case scenario that ensures safe operation around what
frequently is unknown ordnance (unknown to transporters and others).
Transmitters, RF Relays and any other emitter shall be furnished, with a
warning label that clearly indicates the safe separation distance that must be
maintained between ordnance and the irradiating source.

w. The MTS shall provide positive acknowledgement to the message sender/user.


                                       34


                                                               DAAB15-99-D-0014


                                    EXHIBIT-A

           SAFE SEPARATION DISTANCE BETWEEN A RF SOURCE AND UNSHIELDED
          MUNITIONS CONTAINING 10 mA NO-FIRE CURRENT ELECTRO-EXPLOSIVE
                                 DEVICES (EEDs)


                                 [GRAPH OMITTED]

NOTE: The lines in the above graph are only a visual representation and may not
be accurate. Actual values for plotting all Slopes and Horizontals shall be
calculated using the equations provided in the chart.

III.2.15   Transit Cases

a. Ruggedized, reusable, rigid transit cases shall be provided for the V1, V2,
and the Control Station for use in storing and transporting the configurations
by surface or air. Each MTS configuration, V1, V2 and the Control Station shall
have a separate transit case. The transit cases shall be of sufficient size to
accommodate all component/items each of the configurations, an extra battery,
and related documentation.

                                       35





                                                               DAAB15-99-D-0014



b. Environmental and Weight Requirements. Transit cases shall protect the
components from damage resulting from dropping during cargo loading and
unloading; when transported as loose cargo over unpaved secondary roads; and
from water vapor, humidity, salt, and fog. The transit cases shall be capable
of withstanding temperatures ranging from -54 to 74 degrees C or -65 to 165
degrees F and relative humidity ranging from 0 to 100% over the temperature
extremes. The weight of equipment placed in the transit case shall be uniformly
distributed within the case in relation to the handles. The weight limit per
pair of handles of a case loaded with its equipment shall not exceed 37 lbs. The
weight for a loaded case with a single handle shall not exceed 18 lbs.

c. Contents. Transit cases shall contain inserts to protect the contents from
damage during transit and storage. Inserts shall be split so as to be an
integral part of the top and bottom pieces of the transit case. Cushioning
material used for the inserts shall be permanent, reusable, and have a
non-flaking surface.

d. Inventory List. Each transit case shall have a durable and permanent
inventory list of all items in the case. Graphic packing instructions shall be
affixed to the inside top cover and visible to the user.

e. Handles Location. The transit case handles shall be installed sufficiently
above the center of gravity of the equipment to ensure carrying stability and
preclude uncontrolled swinging or tilting of the case when lifted. Additionally,
the handles shall be positioned to allow the lifters to easily carry the transit
cases through doorways. When not in use, handles shall return to a closed
position by a spring-loaded mechanism or simple restraining mechanism. Clasps
shall be easily accessible and operable by personnel utilizing Mission Oriented
Protective Posture (MOPP) Gear or wearing low-temperature, protective gloves.

f. Labeling. Labels shall be placed horizontally (to the front of the case) and
externally on the top of each transit case in a consistent manner to identify:
(1) gross or loaded weight, (2) volume in cubic feet and cubic centimeters, and
(3) external linear dimensions in inches and centimeters. All transit cases with
a total loaded case weight between 35 and 70 pounds shall be clearly marked as
"TWO-PERSON LIFT" and all cases with a total loaded weight exceeding 70 pounds
shall be clearly marked as "FOUR-PERSON LIFT".

g. Attributes. The transit cases shall contain an automatic, pressure-vacuum
relief valve that shall accommodate transportation by air. The cases shall allow
stacking of up to four like cases, that are loaded, on one another with no
skidding.

h. Color. Transit cases shall be olive drab green in color.

III.2.16   Pre-Planned Product Improvements (P31) Expandability

a. As a future growth capability, MTS will be capable of interfacing with
several types of systems, such as, receiving, storing and transmitting data from
Automated Identification Technology (AIT), i.e., bar code readers, radio
frequency tags, etc. MTS must also provide the capability for electronic linkage
to and from an Army specified Standard Army Management Information System
(STAMIS), command and control system via LAN/WAN, satellite or other
communications system. MTS may be used as a wireless conduit for data transfer.
MTS will also have the capability to receive, store, transmit vehicle
diagnostic/prognostic data.. MTS will transition to the GPS Receiver Application
Module/Selective Availability Anti-Spoofing Module (GRAM/SAASM). This growth
capability is required in the initial contract, but exact interfaces


                                       36




                                                               DAAB15-99-D-0014

will be specified and developed via a future contract modification. MTS will be
capable of migrating to future mapping products produced by NIMA.


                                       37





                                                               DAAB15-99-D-0014



b. Other areas identified for future growth capability, include the capability
to interface with multiple satellite service providers. The capability to
provide position location in the absence of the GPS signal. Interface with
Transportation Coordinators'-Automated Information for Movements System
(TC-AIMS) II, the Army Battle Command System (ABCS) (to include Maneuver Control
System (MCS), Force XXI Battle Command Brigade and Below (FBCB2) and Combat
Service Support Computer System (CSSCS)) in order to update ABCS' situational
awareness and logistical picture with MTS equipped units TC AIMS II Interface.
MTS will allow soldiers to conduct operations with night vision devices. The MTS
will provide migration paths to achieve higher levels of classification and
LPI/LPD. The MTS will provide High Altitude Electro-Magnetic Pulse (HAEMP)
protection. The MTS, will provide NBC Contamination survivability. The MTS shall
provide HAEMP, ECM, ECCM, and EM Interference, etc. survivability. Capability
for dead reckoned positions.

END OF APPENDIX III TO STATEMENT OF WORK



                                       38






APPENDAGE# 1                        TO DD FORM 254

             SAFEGUARDING "FOR OFFICIAL USE ONLY" (FOUO) INFORMATION

                    Provided by the Security Support Division
               Directorate for Intelligence & Information Security

1. The "For Official Use Only" (FOUO) marking is assigned to information at the
time of its creation in a DOD User Agency. It is not authorized as a substitute
for a security classification marking but it is used on official government
information that may be withheld from the public under exemptions 2 through 9 of
the Freedom of Information Act.

2. Other non-secutity markings, such as "Limited Official Use" and "Official Use
Only" are used by non-DoD User Agencies for the same type of information and
should be safeguarded and handled in accordance with instructions received from
such agencies.

3. Use of the above markings does not mean that the information cannot be
released to the public, only that it must be reviewed by the Government prior to
its release to determine whether a significant and legitimate government purpose
is served by withholding the information or portions of it.

4. IDENTIFICATION MARKINGS

       a. An unclassified document containing FOUO information will be marked
"FOR OFFICIAL USE ONLY" at the bottom of the front cover (if any), on the
first page, on each page containing FOUO information, on the back page, and on
the outside of the back cover (if any). No portion marking will be shown.

b. Within a classified document an individual page that contains FOUO and
classified information will be marked at the top and bottom with the highest
security classification appearing on the page. If an individual portion contains
FOUO information but no classified information, the portion will be marked,
"FOUO".

c. Any "FOR OFFICIAL USE ONLY" information released to a contractor by a DoD
User Agency is requi!red to be marked with the following statement prior to
transfer.

THIS DOCUMENT CONTAINS INFORMATION EXEMPT FROM MANDATORY DISCLOSURE UNDER THE
FOIA. EXEMPTIONS ----------- APPLY

d. Removal of the "FOR OFFICIAL USE ONLY" marking can only be accomplished by
the originator or other competent authority. When "FOR OFFICIAL USE ONLY" status
is terminated, all known holders will be notified to the extent practical.

S. DISSEMINATION: Contractors may disseminate "FOR OFFICIAL USE ONLY"
information to their employees and subcontractors who have a need for the
information in connection with a classified contract.

6. STORAGE During working hours, "FOR OFFICIAL USE ONLY" information shall be
placed in an out-of-sight location if the work area is accessible to persons who
do not have a need for the information. During nonworking hours, the information
shall be stored to preclude unauthorized access. Filing such material with other
unclassified records in unlocked files or desks, is adequate when internal
building security is provided during





nonworking hours. When such internal security control is not exercised, locked
buildings or rooms will provide adequate after-hours protection or the material
can be stored in locked receptacles such as file cabinets, desks or bookcases.

7. TRANSMISSION: "FOR OFFICIAL USE ONLY" information may be sent via first-class
mail or parcel post. Bulky shipments may be sent by fourth-class mail.

8. DISPOSITION: When no longer needed, FOUO information may be disposed of by
tearing each copy into pieces to preclude reconstructing, and placing it in a
regular trash container or as directed by the User Agency.

9. UNAUTHORIZED DISCLOSURE: Unauthorized disclosure of "FOR OFFICIAL USE ONLY"
information does not constitute a security violation but the releasing agency
should be informed of any unauthorized disclosure. The unauthorized disclosure
of FOUO information protected by the Privacy Act may result in criminal
sanctions.




APPENDAGE #2                     TO DD FORM 254

                   ADDITIONAL SECURITY GUIDELINES FOR COMSEC

                     Provided by Security Support Division
              Directorate for Intelligence & Information Security

ADDITIONAL COMSEC GUIDELINES

Contractor Generated COMSEC Material: Any material generated by the contractor
(including, but not limited to: correspondence, drawings, models, mockups,
photographs, schematics, status programs and special inspection reports,
engineering notes, computations and training aids) will be classified according
to its own content Classification guidance will be taken from other elements of
this Contract Security Classification Specification, DD Form 254, Government
furnished equipment or data, or special instructions issued by the Contracting
Officer, or his/her duly appointed representative.

REQUIREMENTS

1. Contractor employees or cleared commercial carriers shall not carry
classified COMSEC material on commercial passenger aircraft anywhere in the
world without the approval of the procuring and/or the administrative
contracting officer.

2. No contractor generated COMSEC or government furnished material may be
provided to the Defense Technical Information Center (DTIC). Contractor
generated technical reports will bear the statement "Not Releasable to the
Defense. Technical Information Center per DOD Directive, 5100-38."

3. No contractor generated COMSEC or government furnished material may be
provided to the Defense Documentation Center. Contractor generated technical
reports will bear the statement "Not Releasable to the Defense Documentation
Center per DOD Instruction 5100.28."

4. Classified paper COMSEC material may be destroyed by burning, pulping, or
pulverizing. When a method other than burning is used, all residue must be
reduced to pieces 5mm or smaller in any dimension. When classified COMSEC
material other than paper is to be destroyed, specific guidance must be obtained
from the User Agency.

5. The following downgrading and declassification notation applies to all
classified COMSEC information provided to and generated by the contractor.

          DERIVED FROM: NSA/CSSM-123-2
          DECLASSIFY ON: Source marked "OADR"
          DATE OF SOURCE: (Date of document from which information is derived)

6. All contractor personnel to be granted access to classified COMSEC
information must be U.S. citizens granted FINAL clearance by the government
prior to being given access. Immigrant aliens, interim cleared personnel, or
personnel holding a contractor granted CONFIDENTIAL clearance are not eligible
for access to classified COMSEC information released or generated under this
contract without the express



permission of the Director, NSA. If applicable; contractor personnel having
access to TOP SECRET COMSEC material must comply with AR 380-40, Chapter 8 and
be registered in the Department of the Army Cryptographic Access Program
(DACAP).

7. Unclassified COMSEC information released or generated under this contract
shall be restricted in its dissemination to personnel involved in the contract.
Release in open literature or exhibition of such information without the express
written permission of the Director, NSA, is strictly prohibited.

S. Recipients of COMSEC information under this contract may not release
information to subcontractors without permission of the User Agency.

9. The requirements of DOD 5220-22-M National Industrial Security Program
Operating Manual (NISPOM) and COMSEC Supplements are applicable to this effort.

10. Additional notices to be affixed to the cover and title or first page of
contractor generated COMSEC documents:

     a. "COMSEC MATERIAL - ACCESS BY CONTRACTOR PERSONNEL RESTRICTED TO U.S.
CITIZENS HOLDING FINAL GOVERNMENT CLEARANCE."

     b. "THIS PUBLICATION OR INFORMATION IT CONTAINS MAY NOT BE RELEASED TO
FOREIGN NATIONALS WITHOUT PRIOR SPECIFIC APPROVAL FROM THE DIRECTOR, NSA. ALL
APPROVALS WILL IDENTIFY THE SPECIFIC INFORMATION AND COPIES OF THIS PUBLICATION
AUTHORIZED FOR RELEASE TO SPECIFIC FOREIGN HOLDERS. ALL REQUESTS FOR ADDITIONAL
ISSUANCES MUST RECEIVE PRIOR SPECIFIC APPROVAL FROM THE DIRECTOR, NSA."


                                       2


                                                                DAAB15-99-D-0014


                                  PART III.d

         NOTE: Offerors take exception to requirements at their own risk.
 Tbe Government may choose not to negotiate with any offerer who takes exception
                              to any requirement.

OFFEROR'S CERTIFICATION OF REQUIREMENTS

Except as noted below, the offeror hereby certifies that their proposal
submitted in response to solicitation DAAB 15-99-R-0004 meets all the
requirements of the solicitation (including Part III.b). This applies to all
proposed products and products proposed under Part III.b, paragraph 6.6.2,
Current Technology Substitutions/Insertions/Additions. In the event that the
offeror is awarded the contract and fails to successfully complete the
validation demonstration required by Part III.b, paragraph 6.1.2, of the
solicitation, or that the offered products or services fail to meet the
requirements, the Government may require the contractor, at no additional cost,
to make any changes necessary to the products or services. or the Government may
terminate the contract at no cost to the Government and may award the contract
to the offeror who is next in line for award. In the latter case, the offeror
shall not be entitled to the contract guaranteed amount.

Paragraph #     Exception and Rationale for Exception

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


                                             Signature:


                                             Print/Type Name: Joel R. Alper
                                             Title:     President

Part IV:    PROVISIONS
Part IV.g:  Offeror's Certification of Requirements
File Name:  Tab 2, Vol 4 Contracts.doc

                                       43



                             DEPARTMENT OF DEFENSE
                 CONTRACT SECURITY CLASSIFICATION SPECIFICATION

         (The requirements of the DoD Industrial Security Manual apply
                    to all security aspects of this effort.)


1.   CLEARANCE AND SAFEGUARDING

     a.   FACILITY CLEARANCE REQUIRED

          SECRET
    ----------------------------------------------------------------------------
     b.   LEVEL OF SAFEGUARDING REQUIRED

          NONE
________________________________________________________________________________

2.   THIS SPECIFICATION IS FOR: (X and complete as applicable)

     [X]  a.   PRIME CONTRACT NUMBER

               DAAB15-99 D-0014
    ----------------------------------------------------------------------------
     [ ]  b.   SUBCONTRACT NUMBER

    ----------------------------------------------------------------------------
     [ ]  c.   SOLICITATION OR OTHER NUMBER

               DAAB15-99-R-0004

    ----------------------------------------------------------------------------
               DUE DATE (YYMMDD)

________________________________________________________________________________

3.   THIS SPECIFICATION IS: (X and complete as applicable)

     [X]  a.   ORIGINAL (Complete date in all cases)               Date (YYMMDD)

                                                                   98 03 02
  ----------------------------------------------------------------------------
     [X]  b.   REVISED                            Revision No.     Date (YYMMDD)

               (Supersedes all previous specs)    001              99 05 10

    ----------------------------------------------------------------------------
     [ ]  c.   FINAL                                               Date (YYMMDD)
               (Complete item 5 in all cases)

    ----------------------------------------------------------------------------
________________________________________________________________________________

4.   IS THIS A FOLLOW-ON CONTRACT?    [ ] YES   [X] NO.  If yes, complete the
                                                         following:

     Classified material received or generate under ____________________________
     (Preceding Contract Number) is transferred to this follow-on contract.

________________________________________________________________________________

5.   IS THIS A FINAL DD FORM 254?     [ ] YES   [X] NO.  If yes, complete the
                                                         following:

     In response to the contractor's request dated _______________, retention of
     the identified classified material is authorized for this period of
     _____________________

________________________________________________________________________________

6.   CONTRACTOR (Include Commercial and Government Entity (CAGE) Code)
________________________________________________________________________________

a.   NAME, ADDRESS AND ZIP CODE   b. CAGE CODE   c. COGNIZANT SECURITY OFFICE
                                                    (Name, Address and Zip Code)

Comtech Mobile Datacom Corp.
19540 Amaranth Drive                04NA3
Germantown, MD  20874
________________________________________________________________________________

7.   SUBCONTRACTOR
________________________________________________________________________________

a.   NAME, ADDRESS AND ZIP CODE   b. CAGE CODE  c. COGNIZANT SECURITY OFFICE
                                                    (Name, Address and Zip Code)

________________________________________________________________________________




8.   ACTUAL PERFORMANCE
________________________________________________________________________________

a.   LOCATION                   b. CAGE CODE     c. COGNIZANT SECURITY OFFICE
                                                    (Name, Address and Zip Code)
TBD



________________________________________________________________________________

9.   GENERAL IDENTIFICATION OF THIS PROCUREMENT

To acquire commercial communications equipment, associated computers, integation
services, maintenance, airtime, and technical support services to support the
U.S. Army Movement Tracking System (MTS).

________________________________________________________________________________

10.  THIS CONTRACT WILL REQUIRE ACCESS TO:                   YES      NO

a.   COMMUNICATION SECURITY (COMSEC) INFORMATION             [X]      [ ]
b.   RESTRICTED DATA                                         [ ]      [X]
c.   CRITICAL NUCLEAR WEAPON DESIGN INFORMATION              [ ]      [X]
d.   FORMERLY RESTRICTED DATA                                [ ]      [X]
e.   INTELLIGENCE INFORMATION:
     (1) Sensitive Compartmented Information (SCI)           [ ]      [X]
     (2) Non-SCI                                             [ ]      [X]
f.   SPECIAL ACCESS INFORMATION                              [ ]      [X]
g.   NATO INFORMATION                                        [ ]      [X]
h.   FOREIGN GOVERNMENT INFORMATION                          [ ]      [X]
i.   LIMITED DISSEMINATION INFORMATION                       [ ]      [X]
j.   FOR OFFICIAL USE ONLY INFORMATION                       [X]      [ ]
k.   OTHER (specify)                                         [ ]      [X]

________________________________________________________________________________

11.  IN PERFORMING THIS CONTRACT, THE CONTRACTOR WILL:       YES      NO

a.   HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT
     ANOTHER CONTRACTOR'S FACILITY OR A GOVERNMENT
     ACTIVITY                                                [ ]      [X]
b.   RECEIVE CLASSIFIED DOCUMENTS ONLY                       [ ]      [X]
c.   RECEIVE AND GENERATE CLASSIFIED MATERIAL                [ ]      [X]
d.   FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE         [ ]      [X]
e.   PERFORM SERVICES ONLY                                   [X]      [ ]
f.   HAVE ACCESS TO U.S. CLASSIFIED INFORMATION
     OUTSIDE THE U.S., PUERTO RICO, U.S. POSSESSIONS
     AND TRUST TERRITORIES                                   [ ]      [X]
g.   BE AUTHORIZED TO USE THE SERVICES OF DEFENSE
     TECHNICAL INFORMATION CENTER (DTIC) OR OTHER
     SECONDARY DISTRIBUTION CENTER                           [ ]      [X]
h.   REQUIRE A COMSEC ACCOUNT                                [ ]      [X]
i.   HAVE TEMPEST REQUIREMENTS                               [ ]      [X]
j.   HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS           [ ]      [X]
k.   BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE        [ ]      [X]
l.   OTHER (Specify)                                         [ ]      [X]

________________________________________________________________________________
DD Form 254, DEC 90 Part III.c    Previous editions are obsolete    USAPPC V1.00



12.  PUBLIC RELEASE. Any information (classified or unclassified)  pertaining to
     this  contract  shall not be released  for public  dissemination  except as
     provided by the Industrial  Security  Manual or unless it has been approved
     for public relase by appropriate U.S. Government authority. Proposed public
     releases shall be submitted for approval prior to release

     [ ]  Direct         [X]  Through (Specify):
CECOM Aquisition Center - Washington
2461 Eisenhowere Ave., Hoffman 1, Rm 284
Alexandria, VA  22331-0700

     to the Directorate for Freedom of Information and Security Review,  Office
     of the Assistant Secretary of Defense (Public Affairs)* for review.
     * In the case of non-DoD User Agencies,  requests for  disclosure  shall be
     submitted to that agency.
________________________________________________________________________________

13.  SECURITY GUIDANCE. The security classification guidance needed for this
     classified effort is identified below. If any difficulty is encountered
     in applying this guidance or if any other contributing factor indicates a
     need for changes in this guidance, the contractor is authorized and
     encouraged to provide recommended changes; to challenge the guidance or the
     classification assigned to any information or material furnished or
     generated under this contract; and to submit any questions for
     interpretation of this guidance to the official identified below. Pending
     final decision, the information involved shall be handled and protected at
     the highest level of classification assigned or recommended. (Fill in as
     appropriate for the classifed effort. Attach, or forward under separate
     correspondence, any documents/guides/extracts referenced herein. Add
     additional pages as needed to provide complete guidance.)

All Contractor personnel requiring access to a facility where services are to be
performed shall have SECRET clearances. Contractor personnel will be required to
work in a limited and controlled access areas. Contractor personnel may be
exposed to cryptographic equipment and documentation up to the SECRET level.

The Contractor shall furnish personnel clearance information in accordance with
the National Industrial Security Program Operating Manual (NISPOM) to the
Security Office at the location where services are to be performed.

The information contained in this form is certified to the best of my knowledge
as being accurate and complete.

FOUO Protection - Appendage #1

CONSEC - Appendage #2

________________________________________________________________________________

14.  ADDITIONAL SECURITY REQUIREMENTS.  Requirements,           [ ] YES   [x] No
     in addition to ISM requirements, are established
     for this contract.  (If Yes, identify the
     pertinent contractual clauses in the contract
     document itself, or provide an appropriate
     statement which identifies the additional
     requirements.  Provide a copy of the requirements
     to the cognizant security office.  Use Item 13
     if additional space is needed.)
________________________________________________________________________________

15.  INSPECTIONS.  Elements of this contract are                [ ] YES   [x] No
     outside the inspection responsibility of the
     cognizant security office.  (If Yes, explain
     and identify specific areas or elements carved out
     and the activity responsible for inspections.
     Use Item 13 if additional space is needed.)

________________________________________________________________________________

16.  CERTIFICATION AND SIGNATURE. Security requirements stated herein are
     complete and adequate for safeguarding the classified information to be
     released or generated under this classified effort. All questions shall be
     referred to the official named below.

- --------------------------------------------------------------------------------
a.   TYPED NAME OF               b. TITLE                    c. TELEPHONE
     CERTIFYING OFFICIAL                                     (Include Area Code)

HERBERT R. ANDRESEN              Product Manager, MTS        (804) 734-6047

- --------------------------------------------------------------------------------
d.   ADDRESS (Include Zip Code)

Department of Army
PM GCSS-ARMY
800 Lee Ave., Ft. Lee, VA  23801-1718

- --------------------------------------------------------------------------------
e.   Signature
________________________________________________________________________________


17.  REQUIRED DISTRIBUTION

     [X]  a. CONTRACTOR
     [ ]  b. SUBCONTRACTOR
     [X]  c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR
     [ ]  d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION
     [X]  e. ADMINISTRATIVE CONTRACTING OFFICER
     [ ]  f. OTHERS AS NECESSARY

________________________________________________________________________________
DD Form 254 Reverse, DEC 90 Part III.c                              USAPPC V1.00