COMPTEK RESEARCH INC/NY
10-Q, 1996-08-09
COMPUTER PROGRAMMING SERVICES
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               SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC

                            FORM 10-Q


(Mark One)

[X]  QUARTERLY  REPORT PURSUANT TO SECTION 13  OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 1996.

                               OR

[]   TRANSITION  REPORT PURSUANT TO SECTION 13 OR  15(d)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _______________ to ________________


                 Commission file number   1-8502
                                        ___________


                          Comptek Research, Inc.

          ______________________________________________________
          (Exact name of registrant as specified in its charter)


       New York                               16-0959023
________________________________         __________________________
(State or other jurisdiction of              (I.R.S. Employee
incorporation or organization)                Identification No.)


2732 Transit Road, Buffalo, New York                 14224-2523
_______________________________________________________________________
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code    (716) 677-4070
                                                    ___________________


                         Not Applicable
_________________________________________________________________________
      (Former name, former address and former fiscal year,
                  if changed since last report.)


Indicate  by  check x whether the registrant (1)  has  filed  all
reports  required  to be filed by Section  13  of  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
                                       Yes    X  No
                                            _____       _______


         Class                           Outstanding at July  26,1996
_________________________                _____________________________
Common $.02 Par Value                         5,203,512

<PAGE 1>

                     COMPTEK RESEARCH, INC.

                              INDEX




                                                                Page
PART I.     Financial Information                              Number

      Item 1.  Financial Statements

      Consolidated Condensed Balance Sheets
      June 28, 1996, and March 31, 1996                            3

      Consolidated Condensed Statements of Operations
      Thirteen Weeks Ended June 28, 1996,
      and June 30 , 1995                                           4

      Consolidated Condensed Statements of Cash Flows
      Thirteen Weeks Ended June 28, 1996,
      and June 30, 1995                                            5

      Consolidated Statement of Changes in Shareholders' Equity
      Thirteen Weeks Ended June 28, 1996                           6

      Notes  to  the Consolidated Condensed Financial Statements   7

      Report of Independent Auditors                               8

      Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                    9


PART II.    Other Information

      Item  4.  Submission of Matters to a Vote of Security
                 Holders                                          10

      Item 6.  Exhibits and Reports on Form 8-K                   11

<PAGE 2>
<TABLE>
<CAPTION>

             COMPTEK RESEARCH, INC. AND SUBSIDIARIES
                    
              CONSOLIDATED CONDENSED BALANCE SHEETS
                         (In thousands)

                                          June 28,      March 31
                                             1996         1996
                                          ________________________
                                          (Unaudited)
<S>                                          <C>           <C>
Assets


Current assets:                                         
Cash and equivalents                            $358        $160
Receivables                                   14,607      15,776
Inventories                                    1,617       1,582
Other assets                                     493         770
                                             _______     _______
     Total current assets                     17,075      18,288
                                                                
Equipment and leasehold improvements,          2,310       2,491
net of accumulated depreciation and
amortization of $8,103 at June 28, 1996,
and $7,853 at March 31, 1996
                                                                
Deferred income taxes                            139         350
Goodwill                                       4,553       4,604
Other assets                                     118         128
                                             _______     _______
     Total assets                            $24,195     $25,861
                                             =======     =======
                                                        
Liabilities and Shareholders' Equity                    
                                                        
Current liabilities:                                    
Current installments on long-term debt        $1,051      $1,051
Accounts payable                               3,516       4,594
Accrued salaries and benefits                  3,157       2,833
Other current liabilities                      1,633       1,512
                                             _______     _______
     Total current liabilities                 9,357       9,990
                                             _______     _______
                                                                
Long-term debt, excluding current              6,064       7,626
installments
                                                                
Shareholders' equity:                                           
Common stock                                     105         105
Additional paid-in capital                    14,749      14,582
Retained deficit                             (5,390)     (5,782)
                                             _______     _______
                                               9,464       8,905
                                                                
Less cost of treasury shares                   (690)       (660)
                                            ________     _______
                                            
     Total shareholders' equity                8,774       8,245
                                            ________     _______
                                            
                                                                
Total liabilities and shareholders'          $24,195     $25,861
equity                                      ========     =======
                                            
See accompanying notes to consolidated condensed financial statements

</TABLE>
<PAGE 3>
<TABLE>
<CAPTION>
 
             COMPTEK RESEARCH, INC. AND SUBSIDIARIES
                     
        CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                           (Unaudited)
                     
            (In thousands, except per share amounts)
                     
                                            Thirteen Weeks Ended
                                            June 28,      June 30,
                                              1996        1995
                                            _______     ________

<S>                                          <C>         <C>
Net sales                                    $18,009     $12,055
                                             _______     _______
Costs and expenses:                                             
     Cost of sales                            14,846      10,076
     Selling, general and administrative       2,007       1,736
     Research and development                    336         482
                                             _______     _______
          Total costs and expenses            17,189      12,294
                                             _______     _______
Operating earnings (loss)                        820       (239)
Net interest expense                             167          25
                                             _______     _______
Earnings (loss) before income taxes and          653       (264)
loss associated with ARIA Wireless
Systems, Inc.
Income tax expense (benefit)                     261       (100)

Earnings (loss) before equity in net loss        392       (164)
of affiliate

Loss associated with ARIA Wireless              ----        (78)
Systems, Inc.                                _______     _______

Net earnings (loss)                             $392      $(242)
                                             =======     =======
Net earnings (loss) per share                $   .08     $ (.05)
                                             =======     =======
Weighted average number of common shares       5,153       4,415
                                             =======     =======
                                                                
See accompanying notes to consolidated condensed financial statements

</TABLE>
<PAGE 4>
<TABLE>
<CAPTION>
 
             COMPTEK RESEARCH, INC. AND SUBSIDIARIES
                     
          CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (Unaudited)
                      
                            (In thousands)

                                           Thirteen Weeks Ended
                                           June 28,    June 30,
                                             1996        1995
                                            _______     _______
<S>                                        <C>         <C>
Cash flows from operating activities:
     Net earnings (loss)                        $392      $(242)
                                             _______     _______
Adjustments to reconcile net                               
  earnings (loss) to net cash
  provided (used) by operating
  activities:

     Depreciation and amortization               301         233
     Deferred income taxes                       211        (167)
     Other assets                                 10          58
     Loss associated with ARIA                  ----          78
      Wireless Systems, Inc.
         
        Changes in assets and                                 
        liabilities providing 
        (using) cash:

            Accounts receivable                2,931         826
            Costs and estimated                         
            earnings in excess of 
            billings on uncompleted                        
            contracts                         (1,762)       (605)
   
            Inventories                          (35)       (556)
            Other current assets                 277         (96)
            Accounts payable and                (633)       (208)
            accrued liabilities              _______     _______
          Total adjustments                    1,300       (437)
                                             _______     _______
Net cash provided (used) by operating         $1,692      $(679)
activities                                   _______     _______

Cash flows from investing activities:                           
     Expenditures for equipment and            ($69)      ($352)
     leasehold improvements
     
     Sale of Commercial assets                  ----         100
                                             _______     _______
Net cash used by investing activities          $(69)      $(252)
                                             _______     _______
Cash flows from financing activities:                           

     Net proceeds from (repayment of)       ($1,300)        $756
     revolving debt
     
     Repayment of long-term debt               (262)        ----
     
     Purchase of treasury shares               (108)        ----
     
     Sale of treasury shares                     100         170
     
     Issuance of stock under Equity              145           5
     Incentive Plan                           _______     _______

Net cash provided (used) by financing       ($1,425)        $931
activities                                   _______     _______

Net increase in cash and equivalents            $198       $----

Cash and equivalents at beginning of year        160          71
                                             _______     _______

Cash and equivalents at end of period           $358         $71
                                             =======     =======

Non-cash investing and financing                                
activities:
     
     Contribution of net assets of a                            
     subsidiary to ARIA Wireless 
     Systems, Inc.                           $  ----      $6,994
                                             =======     =======
See accompanying notes to consolidated condensed financial statements
</TABLE>
<PAGE 5>
<TABLE>
<CAPTION>
               
               COMPTEK RESEARCH, INC. AND SUBSIDIARIES          
          
            CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN
                       SHAREHOLDERS' EQUITY
          
                  Thirteen Weeks Ended June 28, 1996
                              (Unaudited)
          
                            (In thousands)
          
          
                                 Additional   Retained                   
                      Common      Paid-In     Earnings    Treasury       
                       Stock      Capital     (Deficit)     Stock     Total
                      _______    _________    _________    _______   _______
                       
<S>                   <C>         <C>          <C>        <C>       <C>
Balance at March 31,     $105     $14,582      ($5,782)    ($660)     $8,245  

Net earnings             ----        ----          392       ----        392

Issuance of 5,000                                                          
common shares on         ----          16         ----       ----         16   
exercise of stock
option under Equity
Incentive Plan

Issuance of stock        ----         129         ----       ----        129
awards under Equity
Incentive Plan

Purchase of 20,000       ----        ----         ----       (108)      (108)
treasury shares

Sale of 22,088           ----          22         ----         78        100
treasury shares         _______________________________________________________

Balance at June 28,      $105     $14,749      ($5,390)     ($690)     $8,774
1996                    =====    ========      ========     =======    =======

See accompanying notes to consolidated condensed financial statements
</TABLE>
<PAGE 6>

                  Comptek Research, Inc. and Subsidiaries

           Notes to Consolidated Condensed Financial Statements

                                (Unaudited)




1. In  the  opinion  of  Management, the  accompanying  unaudited
   consolidated  condensed  financial  statements   contain   all
   adjustments,  consisting of normal recurring items,  necessary
   to   present   fairly  the  financial  position,  results   of
   operations and cash flows for the periods shown.   It  is  the
   Company's  policy to end its first three quarterly  accounting
   periods  on  the  last Friday of each quarter, which  includes
   thirteen  weeks  of operations.  The fourth  quarter  ends  on
   March 31.  The financial data included herein was compiled  in
   accordance  with the same accounting policies applied  to  the
   Company's  audited annual financial statements,  which  should
   be read in conjunction with these statements.

   The  results of operations for the thirteen weeks  ended  June
   28, 1996, are not necessarily indicative of the results to  be
   expected for the full year.

2. During  the first quarter of fiscal 1997, the Company  adopted
   Statement  of  Financial Accounting Standards (SFAS)  No.  121
   "Accounting  for the Impairment of Long-Lived Assets  and  for
   Long-Lived  Assets  to  be  Disposed  of"  and  SFAS  No.  123
   "Accounting for Stock-Based Compensation".

   The   Company's   previous  policy  on  impairment   was   not
   materially  different than that prescribed by SFAS  121.   The
   adoption  of  SFAS 121 on April 1, 1996 did  not  require  any
   impairment  to be recognized during the thirteen  weeks  ended
   June 28, 1996.

   As  permitted by SFAS 123, the Company will continue to  apply
   its  current  accounting  policy under  Accounting  Principles
   Board   Opinion   No.   25,   with  respect   to   stock-based
   compensation  The adoption of SFAS 123 on April  1,  1996  had
   no  effect on the Company's consolidated financial position or
   results  of operations for the thirteen weeks ended  June  28,
   1996.

3. Costs  and  estimated  earnings  in  excess  of  billings   on
   uncompleted  contracts primarily represent revenue  recognized
   on  contracts,  including retainage, for which billings  could
   not  be  presented  under the terms of the  contracts  at  the
   balance sheet dates.

4. During  the thirteen weeks ended June 28, 1996, 22,088  common
   shares  were sold from the Company's Treasury and 20,000  were
   purchased.   The total number of treasury shares  as  of  June
   28, 1996, was 111,376.

5. The  Company granted 100,000 options to purchase stock through
   its  equity  incentive stock plan during  the  thirteen  weeks
   ended  June  28,  1996, and 10,000 options to  purchase  stock
   through  its  non-employee director stock plan  for  the  same
   period.   Options  for  152,857 shares  were  exercisable  and
   379,659 were outstanding at June 28, 1996.

<PAGE 7>

                    Independent Auditors' Review Report



The Board of Directors and Shareholders
Comptek Research, Inc.:


We  have  reviewed  the consolidated condensed balance  sheet  of
Comptek Research, Inc. and subsidiaries as of June 28, 1996,  and
the  related  consolidated  condensed statements  of  operations,
changes  in shareholders' equity, and cash flows for the thirteen
week  periods  ended  June 28, 1996 and  June  30,  1995.   These
consolidated    condensed   financial    statements    are    the
responsibility of the Company's management.

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
obtaining  an understanding of the system for the preparation  of
interim   financial   information,  applying  analytical   review
procedures  to  financial data, and making inquiries  of  persons
responsible  for  financial  and  accounting  matters.    It   is
substantially  less  in scope than an audit  in  accordance  with
generally accepted auditing standards, the objective of which  is
the  expression of an opinion regarding the financial  statements
taken  as  a  whole.   Accordingly, we do  not  express  such  an
opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications  that should be made to the consolidated  condensed
financial  statements  referred  to  above  for  them  to  be  in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing  standards, the consolidated balance  sheet  of  Comptek
Research,  Inc. and subsidiaries as of March 31,  1996,  and  the
related  consolidated  statements  of  operations,  shareholders'
equity,  and  cash flows for each of the years in the  three-year
period then ended (not presented herein); and in our report dated
May  14,  1996,  we  expressed an unqualified  opinion  on  those
consolidated   financial  statements.   In   our   opinion,   the
information set forth in the accompanying consolidated  condensed
balance sheet as of March 31, 1996, is fairly presented,  in  all
material respects, in relation to the consolidated balance  sheet
from which it has been derived.




                                   /S/ KPMG Peat Marwick
                                   KPMG Peat Marwick LLP

Buffalo, New York
July 22, 1996

<PAGE 8>
               Management's Discussion and Analysis

Financial Condition

For  the  first quarter ended June 28, 1996, operations  provided
positive cash flow of $1,692,000 as a result of net earnings  for
the  period and collection of accounts receivable.  In the  prior
year  operations required cash of $679,000 due to loss  from  the
Company's    commercial   operations   that   were   subsequently
transferred to ARIA Wireless Systems, Inc. (ARIA) in exchange for
equity.   Cash flow from operations was primarily used to  reduce
the Company's long term debt.  As a result, the Company's debt-to-
equity  ratio  improved to 1.75:1 as of June 28,  1996,  compared
with  2:1  as  of March 31, 1996.  The Company during  the  first
quarter  also  purchased 20,000 shares of common  stock  for  its
treasury using $108,243 of cash provided from operations.

Results of Operations

Net  sales for the quarter were $18,009,000, an increase  of  49%
over  the prior year of $12,055,000.  Approximately half of  this
increase  in net sales was attributable to increased activity  on
the  Company's  U.S. Navy contract for Electronic Combat  Mission
Support  (ECMS).  The balance of the increase resulted  from  the
acquisition  of Advanced Systems Development, Inc., (ASDI)  which
was  completed  in March 1996.  The Company encountered  a  lower
than  expected  level  of  subcontractor  activity  on  its  ECMS
contract  during the first quarter of fiscal 1996,  resulting  in
lower sales in that period. Backlog at the end of the quarter was
$94.8 million compared with $56 million on June 30, 1995 and  $62
million  on  March  31, 1996.  The Company  received  a  contract
modification on the ECMS contract in the amount of $26.8  million
in  the  first month of fiscal 1997.  Additionally, a $10 million
contract from the Naval Sea Systems Command (NAVSEA) was received
for a program under which the Company has been providing services
for the last five years.

Gross  Margin  (net sales minus cost of sales), as a  percent  of
sales,  for the first quarter was 17.6% compared with  16.4%  for
the  same  period  in the prior year.  Higher gross  margins  are
attributable  primarily  to the acquired  ASDI  operations  where
average  gross  margins  exceed  historical  gross  margins   for
Comptek.   Additionally, during the first quarter  of  the  prior
year, the commercial operations negatively affected margins.

As  a  percentage  of  sales, Selling, General  &  Administrative
(SG&A)  expenses  were  reduced  to  11.1%  compared  with  14.4%
primarily  as a result of a management reorganization which  took
effect  at  the  close  of fiscal 1996.  Total  dollars  expended
increased, however, due to the acquired operations, ASDI.   SG&A,
as  a percentage of sales, for ASDI was higher than the Company's
historical percentage.

Research   and   Development   (R&D)   expenditures   have   been
concentrated  on the development and enhancement of  proprietary,
military products.  Inclusive are simulation/stimulation products
associated  with the acquired operations of ASDI.  In  the  prior
year,  the  Company spent approximately $240,000 on R&D  for  its
Defense  Segment compared with $336,000 in the current year.   In
the  current  fiscal  year approximately one  third  of  the  R&D
spending was associated with the acquired operations.

Net  interest expense increased to $167,000 compared with $25,000
in  the prior year.  This increase is due to a higher outstanding
debt  balance compared with the prior year.  Additional long-term
debt  was  established as part of the acquisition of  ASDI.   The
Company  has reduced long-term debt by approximately $1.5 million
since the start of fiscal 1997.

For  the  prior  year's  first quarter, the  Company  recorded  a
$78,000  loss  for its equity investment in ARIA .   The  Company
wrote  down the value of its investment in ARIA to zero prior  to
the  end  of fiscal 1996 and as a result this investment has,  at
this   time,  no  further  financial   impact  on  the  Company's
financial  statements.  On April 30, 1996, ARIA filed a voluntary
petition in the United States Bankruptcy Court under Chapter  11.
The  Company  continues to closely monitor these  proceedings  in
order to maximize the Company's investment position.

Recent Accounting Pronouncements

The  Company adopted Statement of Financial Accounting  Standards
(SFAS)  No.  121,  Accounting for the  Impairment  of  Long-Lived
Assets and for Long-Lived Assets to be Disposed of, and SFAS  No.
123,  Accounting for Stock-Based Compensations on April 1,  1996.
As  permitted by SFAS 123, the Company will continue to apply its
current  accounting  policy  under  Accounting  Principles  Board
Opinion No. 25 and will include the necessary disclosures in  the
1997 annual financial statements.

<PAGE 9>

                        PART II.  OTHER INFORMATION



Item 4.   Submission of Matters to a Vote of Security Holders

(a)   The Registrant's Annual Meeting of Shareholders was held
      July 26, 1996.

(b)   At the Annual Meeting, shareholders elected the  following
      individual as Class I director whose term expires in 1997:


                              John J. Sciuto


     At  the  Annual Meeting, shareholders elected the  following
     individuals  as  Class II directors whose  terms  expire  in
     1998:

                             Joseph A. Alutto
                             John R. Cummings
                               G. Wayne Hawk
                             Patrick J. Martin

The   following  directors'  respective  terms  of  office continued 
in effect after the meeting:

                       Continuing Class I Directors
                      Continuing in Office until 1997

                              James D. Morgan
                            Henry P. Semmelhack

(c)   Adoption  of  the  1996 Employee Stock  Purchase  Plan  was
      approved, as follows:

              For           Against       Abstain or broker non-votes

           4,291,726        164,144                  142,639

(d)   The  selection  of KPMG Peat Marwick,  LLP  as  independent
      auditors was also ratified by the following vote:

              For           Against       Abstain or broker non-votes

           4,565,531         24,772                    8,207

<PAGE 10>


Item 6.    Exhibits and Reports on Form 8-K

     (a)      Exhibits:

     10.1          1996 Employee Stock Purchase Plan

     10.2          Amendment P00010 to Prime Contract No. N00123-94-D-0033 
                   for the U. S. Navy.

     10.3          Amendments P00148 to P00155 to Prime Contract No. 
                   N00024-90-C-5208.


(b)    Reports on Form 8-K:

          Form 8-K/A reporting date was May 14, 1996.

       Items Reported:

           Item 7.  Registrant submitted financial statements and
                    pro forma financial information related to the
                    acquisition of Advanced Systems Development, Inc.


<PAGE 11>


                                SIGNATURES

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.



                                    COMPTEK RESEARCH, INC.



Date:  August 8, 1996                   By: /s/ John J. Sciuto
                                        John J. Sciuto
                                        President and
                                        Chief Executive Officer



Date:  August  8, 1996                  By: /s/ Laura L. Benedetti
                                        Laura L. Benedetti
                                        Principal Accounting and
                                        Financial Officer


<PAGE 12>

                             INDEX TO EXHIBITS
                               - - - - - - -

Exhibit
  No.                     Description of Exhibit                 Page No.
_________      ____________________________________________      ________
  10.1*             1996 Employee Stock Purchase Plan               14

  10.2*             Amendment P00010 to Prime Contract
                    No. N00123-94-D-0033 for the U. S. Navy.        22

  10.3*             Amendments P00148 to P00155 to Prime Contract
                    No. N00024-90-C-5208.                           27


___________________

*    The  designated  exhibit  is a previously  unfiled  document
     under Category 19 of Regulation S-K, Item 601.
<PAGE 13>
                               Exhibit 10.1



                     1996 Employee Stock Purchase Plan

<PAGE 14>

                          COMPTEK RESEARCH, INC.
                     1996 EMPLOYEE STOCK PURCHASE PLAN


      1.  Purpose.  The purpose of this Employee Stock Purchase  Plan  (the
"Plan")  is  to  advance  the  interest  of  Comptek  Research,  Inc.  (the
"Company") by encouraging and enabling the acquisition of a larger personal
proprietary  interest in the Company by its Eligible Employees  upon  whose
judgment  and  keen interest the Company and its Subsidiaries  are  largely
dependent  for  the  successful  conduct  of  their  operations.    It   is
anticipated  that  the  acquisition of such  proprietary  interest  in  the
Company will stimulate the efforts of such Eligible Employees on behalf  of
the Company and its Subsidiaries and strengthen their desire to remain with
the Company and its Subsidiaries.  It is also expected that the opportunity
to  acquire  such  a proprietary interest will enable the Company  and  its
Subsidiaries to attract and retain desirable personnel.

      The Plan is intended to replace the 1989 Employee Stock Purchase Plan
and comply with Section 423 of the Internal Revenue Code.

      2. Definitions.  When used in this Plan, unless the context otherwise
requires:

     (a) "Account" shall mean an account established in the name
of  each Participant which shall consist of his Payroll Contributions  made
to  the Plan, less any amounts previously expended to acquire Shares  under
the Plan on his behalf during any previous Option Period.

     (b) "Board of Directors" shall mean the Board of Directors
of the Company, as constituted at any time.

     (c) "Committee" shall mean a committee of  the  Board  of
Directors, as described in Section 5 hereof.

     (d) "Company" shall mean Comptek Research, Inc., a New York
corporation.

     (e) "Date  of Exercise" shall mean the last  day  of  the
related Option Period.

     (f) "Date of Grant" shall mean April 1st, July 1st, October
1st, or January 1st, as the case may be.

      (g) "Effective Date" shall mean July 1, 1996.

      (h) "Eligible  Compensation"  shall  mean   the   gross
compensation payable to an Eligible Employee by the Company or a Subsidiary
during  the  Plan Year, before deductions required by law or authorized  by
the   employee,   including   salary  and  sales  commissions,   management
incentives, bonuses, overtime, and other special payments.

      (i) "Eligible  Employee" shall mean an  employee  of  the
Company or any Subsidiary who has met the requirements of Section 3 hereof.

      (j) "Fair Market Value" on a specified date shall mean the
average of the bid and asked closing prices at which one Share is traded on
the  over-the-counter  market, as reported on the National  Association  of
Securities Dealers Automated Quotation System, or the closing price  for  a
Share  on the stock exchange, if any, on which Shares are primarily  traded
at  such time, but if no Shares were traded on such date, then on the  last
previous  date on which a Share was so traded, or, if none of the above  is
applicable,  the value of a Share as established by the Board of  Directors
for such date using any reasonable method of valuation.

     (k)  "Internal Revenue Code" shall mean the Internal Revenue
Code of 1986, as amended.

     (l)  "Option" shall mean the Options issued pursuant to this
Plan.

     (m)  "Option Period" shall mean, with respect to any Option,
the three (3) consecutive month period beginning as of the Date of Grant.

     (n)  "Option Price" shall mean an amount equal to 85% of the
Fair  Market  Value  of  a Share as of the Date of Grant  or  the  Date  of
Exercise, whichever is less; provided, however, that in no event shall  the
Option Price be less than the par value of a Share.

      (o) "Participant" shall mean an Eligible Employee who  has
elected to make Payroll Contributions pursuant to Section 6 hereof.

      (p) "Payroll Contributions" shall mean contributions made
to the Plan by the Participant pursuant to Section 6 hereof.

      (q) "Plan" shall mean this Employee Stock Purchase Plan of
Comptek  Research, Inc., as embodied herein and as it may be  amended  from
time to time.

      (r) "Plan  Year"  shall mean the twelve (12)  consecutive
month period beginning as of each April 1st.

      (s) "Share"  shall mean a share of common  stock  of  the
Company, par value $.02.

      (t) "Subsidiary" shall mean any "subsidiary corporation,"
as such term is defined in Section 425(f) of the Internal Revenue Code.

      3. Eligibility.  Each employee of the Company or any Subsidiary whose
customary  employment is more than 20 hours per week shall be  eligible  to
participate in the Plan as of the Effective Date or the first Option Period
following the date he has been employed by the Company or a Subsidiary  for
at  least  30 days, whichever is later; provided, however, that an employee
shall  not  be eligible to receive an Option under the Plan if, immediately
after  the Option is granted, the employee would own stock possessing  five
percent  (5%)  or more of the total combined voting power or value  of  all
classes  of stock of the Company or any Subsidiary.  For purposes  of  this
paragraph,  the rules of Section 425(d) of the Internal Revenue Code  shall
apply  in  determining the stock ownership of an employee, and stock  which
the  employee  may purchase under outstanding Options shall be  treated  as
stock owned by the employee.

     4. Stock Subject to the Plan.  Subject to the provisions of Section II
of  the  Plan,  Options to purchase an aggregate of 250,000 Shares  may  be
granted under the Plan, which Shares may be authorized but unissued Shares,
treasury Shares or Shares bought on the market for purposes of the Plan, as
the  Committee  may  determine.  If an Option  shall  expire  or  terminate
without  being exercised in full, any Shares not acquired pursuant to  such
Option may again be available for granting Options pursuant to the Plan.

      5. Administration of the Plan.  The Plan shall be administered by the
Board of Directors.  In the alternative, the Board of Directors may appoint
a  Committee of at least three (3) members of the Board of Directors,  each
of  which shall be a "disinterested person" within the meaning of Rule 16b-
3(d)(3) under the Securities Exchange Act of 1934, as amended, which  shall
then  have the authority to exercise all of the responsibilities and duties
of  the  Board of Directors under this Plan.  Each member of the  Committee
shall  hold  office  until a successor is designated as  a  member  of  the
Committee by the Board of Directors.  Any vacancy in the Committee  may  be
filled  by  a  resolution  adopted by a  majority  of  the  full  Board  of
Directors.  Any member of the Committee may be removed at any time, with or
without  cause, by resolution adopted by a majority of the  full  Board  of
Directors.  A member of the Committee may resign from the Committee at  any
time by giving written notice to the President or Secretary of the Company,
and  unless otherwise specified therein, such resignation shall take effect
upon  receipt  thereof.  The acceptance of such resignation  shall  not  be
necessary  to make it effective.  The Committee shall establish such  rules
and  procedures as are necessary or advisable to administer the  Plan.   If
the  Board  of  Directors  does not appoint a Committee  pursuant  to  this
Section 5, then, for purposes of administering the Plan, the term "Board of
Directors"  shall  be  substituted for the  term  "Committee"  whenever  it
appears in the Plan.

      6.  Grant  of Options.  As of each Date of Grant, the Committee  will
offer  Options  under the Plan to all Participants.  The amount  of  Shares
which  may  be  purchased pursuant to such Options shall be  determined  in
accordance  with  the  formula  set forth in Section  8  hereof;  provided,
however,  that no Participant may purchase more than 2,500 Shares  pursuant
to the Plan during any Plan Year.

      An  Eligible Employee may participate in the Plan only  by  means  of
payroll  deductions.  Each Eligible Employee who elects to  participate  in
the  Plan shall deliver to the Committee, at least 20 days prior to a  Date
of  Grant, a written notice on a form prescribed by the Committee,  whereby
he authorizes the Company or a Subsidiary, as the case may be, to deduct an
amount  per pay period from his Eligible Compensation beginning as of  such
Date  of Grant and use it to purchase Shares on his behalf pursuant to  the
Plan.   The  Payroll  Contributions shall be equal to a percentage  of  the
Participant's Eligible Compensation, as specified by the Participant, up to
a maximum of 10% of his Eligible Compensation, but may not exceed an amount
which,  if  used to purchase Shares pursuant to the Plan, would exceed  the
limitations  set  forth  in Section 3, Section 7 or  this  Section  6.  The
Payroll Contributions, once authorized, shall continue in effect until  the
Participant terminates his employment, withdraws from the Plan, or  changes
the  rate  of his Payroll Contributions in accordance with this Section  6.
The Company shall establish on its books for each Participant an Account to
which his Payroll Contributions shall be credited.

      A  Participant  may  not change his Payroll Contributions  during  an
Option Period.  A Participant may elect to change his Payroll Contributions
for a subsequent Option Period by providing a notice to the Committee, on a
form  prescribed by the Committee, not less than 20 days prior to the  Date
of  Grant for the Option Period with respect to which such change is to  be
effective, setting forth the new amount of his Payroll Contribution.

      7.  $25,000 Limitation.  Notwithstanding any other provision of  this
Plan  to  the contrary, an employee shall not be granted an option pursuant
to  this  Plan or under any other employee stock purchase plan (within  the
meaning  of  Section 423 of the Internal Revenue Code)  maintained  by  the
Company  or a Subsidiary pursuant to which the employee's right to purchase
Shares  under  all such options would accrue at a rate at  which  the  Fair
Market  Value of the Shares (determined at the time the option is  granted)
would  exceed  $25,000  for each calendar year in  which  any  such  option
granted to such employee is outstanding at any time.

      8.  Exercise of Options.  Each Participant automatically and  without
any  act  on his part will be deemed to have exercised his Option  on  each
Date of Exercise.  The number of Shares subject to each Option shall be the
quotient  of the balance credited to the Participant's Account  as  of  the
Date  of  Exercise divided by the Option Price of the Shares; and provided,
however,  that if the number of Shares which remain to be issued under  the
Plan is less than the numbers of Shares to be purchased as of such Date  of
Exercise, based on the amounts then credited to the Participant's Accounts,
a  pro  rata  allocation of the available Shares shall be  made  among  the
Participants.   Any  balance  remaining in a  Participant's  Account  after
payment of the Option Price for Shares purchased pursuant to this Section 8
shall  be  carried over into the Participant's Account for  the  subsequent
Option  Period,  or  refunded if there will be no  such  subsequent  Option
Period.   Each  Participant will receive a statement of the status  of  his
Account as soon as practicable after the end of each Option Period.

      9.  Delivery  of  Share  Certificates.  The books  of  the  Company's
transfer agent shall show the Participant as the shareholder of record with
respect  to the Shares purchased on his behalf pursuant to the  Plan.   The
Participant may elect to receive a certificate issued in his name  for  all
or  part  of the Shares purchased on his behalf pursuant to the  Plan  with
respect  to  which  he  has not previously received  a  certificate.   Such
election shall be made in writing to the Committee on a form prescribed  by
the  Committee.   The certificate will be delivered to the  Participant  as
soon as practicable following receipt of his election.

      10.  Withdrawal from the Plan.  Any Participant may withdraw in whole
from  the Plan at any time.  A Participant who wishes to withdraw from  the
Plan  must  deliver  to  the Committee a notice of  withdrawal  on  a  form
prescribed  by the Committee.  The Committee, promptly following  the  time
when  the notice of withdrawal is delivered, will refund to the Participant
the  amount  of  the  balance in his Account, and  thereupon,  his  Payroll
Contributions  shall cease and no additional Shares shall be  purchased  on
his behalf under the Plan until he again elects to become a Participant  in
the  Plan.  A Participant who withdraws from the Plan shall be eligible  to
participate again in the Plan commencing with the Date of Grant which  next
follows the six (6) consecutive month period beginning with the date as  of
which the Participant elects to withdraw from the Plan, in accordance  with
the procedures set forth in Section 6 hereof.

     11.   Termination of Employment.

     11.1  Termination of Employment Other Than by Retirement or Death.  If
a Participant's employment with the Company and its Subsidiaries terminates
for  any reason other than his retirement (on or after age 65 or such other
date  as of which he is eligible to retire in accordance with the Company's
or  a  Subsidiary's tax-qualified employee pension benefit plan) or  death,
his participation in the Plan shall cease as of the date of the termination
of  his employment.  The Company promptly will refund to him the amount  of
the  balance in his Account and thereupon his interest in the Plan and  any
Options  granted  under the Plan shall terminate.   For  purposes  of  this
Section 11. 1, a Participant's employment will be considered terminated  if
he is absent due to sickness or other disability for more than 90 days.

      11.2  Termination By Retirement.  If a Participant's employment  with
the Company and its Subsidiaries terminates on or after the date he attains
age  65  or  such  other  date as of which he  is  eligible  to  retire  in
accordance  with  the  Company's or a Subsidiary's  tax-qualified  employee
pension  benefit  plan, he may, by written notice to the Committee,  either
(i) exercise his Option as of his termination of employment, in which event
the  Company shall apply the balance of his Account under the Plan  to  the
purchase of whole Shares at the Option Price and refund the excess, if any,
or  (ii)  request payment of the balance in his Account under the Plan,  in
which event the Company promptly shall make such payment, and thereupon his
interest  in  the  Plan  and  any  Options granted  under  the  Plan  shall
terminate.   If  the  Option  is exercised,  the  date  he  terminates  his
employment  shall  be deemed to be a Date of Exercise for  the  purpose  of
computing the Option Price of the Shares.  If the Company does not  receive
such  notice as of the date the Participant terminates his employment,  the
Participant shall be conclusively presumed to have elected alternative (ii)
and requested payment of the balance of his Account.

      11.3   Termination by Death.  If a Participant's employment with  the
Company  and  its  Subsidiaries is terminated because  of  his  death,  the
executor of his will or the administrator of his estate, by written  notice
to  the Committee, may either (i) exercise the Participant's Option  as  of
the  date of his death, in which event the Company shall apply the  balance
of the Participant's Account under the Plan to the purchase of whole Shares
at  the Option Price and refund the excess, if any, or (ii) request payment
of  the balance of the Participant's Account under the Plan, in which event
the   Company   promptly  shall  make  such  payment,  and  thereupon   the
Participant's  interest in the Plan and the Participant's interest  in  any
Options  granted  under  the  Plan  shall  terminate.   If  the  Option  is
exercised, the date of the Participant's death shall be deemed to be a Date
of  Exercise  for the purpose of computing the Option Price of the  Shares.
If  the  Company  does  not  receive such notice  within  90  days  of  the
Participant's death, the Participant's representative shall be conclusively
presumed to have elected alternative (ii) and requested the payment of  the
balance of his Account.

      12.  Restriction Upon Assignment.  An Option granted under
the  Plan shall not be transferable otherwise than by will or the  laws  of
descent  and  distribution,  and is exercisable  during  the  Participant's
lifetime only by him.  A Participant's interest in the Plan or in any funds
credited to his Account may not be assigned or transferred and the  Company
will  not  recognize and shall be under no duty to recognize assignment  or
purported assignment by a Participant of his Option or of any rights  under
or interest in his Option or Account.

      13.  Option  Holder Not a Stockholder.  An  Option  holder
shall not be deemed to be the holder of, or to have any of the rights of  a
stockholder with respect to, any Shares subject to such Option  unless  and
until  the  Option shall have been exercised pursuant to the terms  thereof
and  said  Participant's name shall have been entered as a  stockholder  of
record on the books of the Company.  Thereupon, said Participant shall have
full  voting,  dividend and other ownership rights  with  respect  to  such
Shares.

      14.  Adjustment  of  Shares.  If  prior  to  the  complete
exercise  of  any Option there shall be declared and paid a stock  dividend
upon  the  Shares or if the Shares shall be split up, converted, exchanged,
reclassified, or in any way substituted for the Option, to the extent  that
it has not been exercised, shall entitle the holder thereof upon the future
exercise  of the Option to such number and kind of securities  or  cash  or
other property, subject to the terms of the Option, to which he would  have
been  entitled had he actually owned the Shares subject to the  unexercised
portion of the Option at the time of the occurrence of such stock dividend,
split-up, conversion, exchange, reclassification or substitution,  and  the
aggregate  purchase price upon the future exercise of the Option  shall  be
equal  to the lesser of 85% of the Fair Market Value of a Share as  of  the
Date  of Grant, determined as if the originally optioned Shares were  being
purchased  thereunder, or 85% of the Fair Market Value  of  the  Shares  or
other  securities, cash or property actually acquired upon the exercise  of
the  Option, determined as of the Date of Exercise.  Any fractional  shares
or  other securities payable upon the exercise of the Option as a result of
such  adjustment shall be payable in cash based upon the Fair Market  Value
of  such  shares or securities at the time of such exercise.  If  any  such
event  should  occur, the number of Shares with respect  to  which  Options
remain  to  be  issued, or with respect to which Options may  be  reissued,
shall adjusted in a similar manner.

      Upon  the  dissolution  or liquidation of  the  Company,  or  upon  a
reorganization, merger, or consolidation in which the Company  is  not  the
surviving  corporation, or in which the Company  becomes  a  subsidiary  of
another  corporation, or upon the sale of all or substantially all  of  the
property  of  the Company to another corporation, the Plan and the  Options
issued  thereunder shall terminate, unless provision is made in  connection
with such transaction for the assumption of Options theretofore granted, or
the  substitution for such Options of new options of the successor employer
corporation or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kinds of shares and the per share exercise prices.

     15.   Issuance of Shares and Compliance with Securities Laws.
Before issuing and delivering any Shares to a Participant, the Company may:
(i)  require the holder to give satisfactory assurances that the Shares are
being  purchased  for  investment  and  not  with  a  view  to  resale   or
distribution,  and  will  not  be transferred in  violation  of  applicable
securities  laws;  (ii) restrict the transferability  of  such  Shares  and
require  a  legend  to  be  endorsed on the certificates  representing  the
Shares;  and (iii) condition the exercise of an Option or the issuance  and
delivery of Shares upon the listing, registration or qualification  of  the
Shares  covered  by  such  Option  upon  a  securities  exchange  or  under
applicable securities laws.

       The  Plan is intended to comply with Rule 16b-3 under the Securities
Exchange  Act  of 1934, as amended.  Any provision inconsistent  with  such
Rule shall be inoperative and shall not affect the validity of the Plan.

     16.   Income Tax Withholding.  If the Company or a Subsidiary
shall  be required to withhold any amounts by reason of any federal,  state
or  local tax rules or regulations in respect of the payment of cash or the
issuance  of Shares pursuant to the exercise of an Option, the  Company  or
such  Subsidiary shall be entitled to deduct and withhold such amounts from
any  cash  payments  to  be made to the Participant.   In  any  event,  the
Participant  shall  make  available to  the  Company  or  such  Subsidiary,
promptly when requested by the Company or such Subsidiary, sufficient funds
to  meet  the  requirements of such withholding, and the  Company  or  such
Subsidiary  shall be entitled to take and authorize such steps  as  it  may
deem advisable in order to have such funds made available to the Company or
such  Subsidiary out of any funds or property due or to become due  to  the
Participant.

      17.  Administration and Amendment of the Plan.  Except  as
hereinafter provided, the Board of Directors and the Committee, if any, may
at  any time withdraw or from time to time amend the Plan as it relates to,
and  the  terms and conditions of, any Option not theretofore granted,  and
the  Board of Directors and the Committee, if any, with the consent of each
adversely  affected  Participant, may at any time  cancel  any  outstanding
Option  or  withdraw or from time to time amend the Plan as it relates  to,
and  the  terms and conditions of, any outstanding Option.  Notwithstanding
the  foregoing,  any amendment by the Board of Directors or  the  Committee
which  would increase the number of Shares issuable under Options or change
the  class of employees to whom Options may be granted shall be subject  to
the approval of the shareholders of the Company within one (1) year of such
amendment.

      Determinations  of the Committee as to any question which  may  arise
with  respect  to  the interpretation of the provisions  of  the  Plan  and
Options  shall  be final.  The Committee may authorize and  establish  such
rules,  regulations  and  revisions  thereof,  not  inconsistent  with  the
provisions  of  the  Plan, as it may deem advisable to make  the  Plan  and
Options  effective or provide for their administration, and may  take  such
other action with regard to the Plan and Options as it shall deem desirable
to effectuate their purpose.

       18. Costs  and  Expenses.   No  brokerage  or   related
commissions or fees shall be charged by the Company in connection with  the
purchase  by Participants of Shares under the Plan.  All costs and expenses
incurred  in  administering the Plan shall be borne by  the  Company.   Any
amounts  held  in the Participant's Accounts shall be segregated  from  the
other  assets of the Company; provided, however, that nothing in this  Plan
shall be construed to create a trust or cause the Company or any Subsidiary
to  be  considered a fiduciary with respect to such Accounts.  Neither  the
Company  nor any Subsidiary shall be obligated to pay interest with respect
to such Accounts.

      19.  Application of Funds.  The proceeds received  by  the
Company  from  the sale of Shares pursuant to this Plan will  be  used  for
general corporate purposes.

      20.  Effective Date of the Plan.  This Plan is conditioned
upon  its approval at any special or annual meeting of the shareholders  of
the Company on or before December 31, 1996, by the vote of the holders of a
majority  of the outstanding Shares of the Company voting either in  person
or by proxy, at a duly held shareholders' meeting; except that this Plan is
adopted and approved by the Board of Directors as of the Effective Date  to
permit  the  grant  of Options prior to the approval of  the  Plan  by  the
shareholders of the Company as aforesaid.  In the event that this  Plan  is
not  approved by the shareholders of the Company, this Plan and any Options
granted hereunder shall be void and of no force or effect and the Committee
shall promptly refund to each Participant the amount of the balance of  his
Account.

     21.   Final Issuance Date.  No Options shall be granted under
the Plan after June 30, 2006.

      22.  Word Usage.  Except when otherwise indicated  by  the
context,  any masculine terminology used herein also includes the  feminine
and  neuter, and vice versa, and the definition of any term herein  in  the
singular shall also include the plural, and vice versa.

      23.  Calculation  of  Time.  In determining  time  periods
within which an event or action is to take place for purposes of the  Plan,
no  fraction  of a day shall be considered and any act, the performance  of
which would fall on a Saturday, Sunday, holiday or other non-business  day,
may be performed on the next following business day.

      24.  Effect on Prior Plan.  Subject to shareholder approval
of  this Plan as elsewhere herein provided the 1989 Employee Stock Purchase
Plan  (the  "Prior Plan") is hereby superseded and shall be of  no  further
force  and  effect.   Any  Payroll Contributions held  in  a  Participant's
Account  under  the Prior Plan shall be transferred to a new Account  under
the Plan.
           
<PAGE>

                               Exhibit 10.2


                      Amendment P00010 Prime Contract
                  No. N00123-94-D-0033 for the U. S. Navy
                               Exhibit 10.3



<PAGE>
<TABLE>
<S>                               <C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

                            1       4
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.           3. EFFECTIVE DATE 
     P00010                                SEE BLK 16C.

4. REQUISITION/PURCHASE REQ.NO.        5.  PROJECT NO.

- ---------------------------------------------------------------------------
6. ISSUED BY    CODE   N00244     7. ADMINISTERED BY (If other than Item 6)
                                                                 CODE  S3306A

Fleet & Industrial Supply Center,               DCMAO
Long Beach Det.                                 Syracuse
Contracts Division, Bldg 53, 2nd Floor          615 Erie Blvd. West
Long Beach, CA 90822-5074                       Syracuse, NY 13204-2408
Bob Cengia, 210L28 (310) 901-3769
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                        |(X)|9A. AMENDMENT OF SOLICITATION NO.
COMPTEK FEDERAL SYSTEMS, INC            |   |-----------------------------------
2732 TRANSIT ROAD                       |   |9B.  DATED (SEE ITEM 11)
BUFFALO, NY 14224                       |   |
                                        |---|-----------------------------------
                                        |   |10A. MODIFICATION OF CONTRACT/
                                        |   |     ORDER NO.
                                        |  X|  N00123-94-D-0033
                                        |   |-----------------------------------
                                        |   |  10B.  DATED (SEE ITEM 13)
- ----------------------------------------|   |        29 APR 199
CODE OTTJ6     |    FACILITY CODE       |   |
- ---------------------------------------------------------------------------
     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     
     N/A
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- -------------------------------------------------------------------------------
X    |
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO.
     |    IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
 X   |  C.     THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO
     |         AUTHORITY OF:
     |         Mutual Agreement of the Parties
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
     |
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [ ] is not, [X] is required to sign this
     document and return 2 copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
headings, including solicitation/contract subject matter where feasible.)

     THE PURPOSE OF THIS MODIFICATION IS TO RESTRUCTURE THE EXISTING
     CONTRACT FROM A BASE PERIOD WITH FOUR ONE YEAR
     OPTIONS TO A 52 MONTH CONTRACT COVERING THE SAME PERFORMANCE PERIOD AS
     PRESENTLY STATED.

     SEE PAGE 2


Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)       
      JAMES E. LUECK
      EW PROGRAM DIRECTOR

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
      R.W. CENGIA
- --------------------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR        15C.  DATE SIGNED
      /S/JAMES E. LUECK                 04/12/96
      Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA  16C.  DATE SIGNED
      By /s/R.W. CENGIA                04/15/96
      Signature of Contracting Officer
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>
                                                           N00123-94-D-0033
                                                                 Mod P00010
                                                                Page 2 of 4

1.   Delete Section B, SUPPLIES OR SERVICES AND PRICES, in its entirety and
  replace with the following:

SECTION B - SUPPLIES OR SERVICES AND PRICES
<TABLE>
<S>       <C>
ITEM    DESCRIPTION

0001    Engineering and Technical Services to support Electronic Combat
        Mission systems for Naval Air Warfare Center Weapons Division.
        (NAWCWPNDS).  This includes systems engineering, Electronic combat
        systems test laboratories engineering analysis, assessment and
        evaluation, engineering design, fabrication and application,
        develop, test and evaluate systems and software, integrated
        logistics support and in service engineering.  In accordance with
        the Statement of Work and with delivery orders to be issued for the
        period 29 April 1994 through 31 August 1998.

0002    Data, in accordance with "Contract Date Requirements List," DD1423
        for the period 29 April 1994 through 31 August 1998.

ESTIMATED COST PLUS FIXED FEE

Estimated Cost                  $67,847,247.00
Fixed Fee                         2,678,075.00
Estimate Cost Plus Fixed Fee    $70,525,322.00

</TABLE>

FEE ADJUSTMENT DUE TO VARIATIONS IN THE LEVEL OF EFFORT AND PAYMENT OF FEE

     This contract requires performance by the contractor for the period of
29 April 1994 through 31 August 1998.  It is understood that the actual
quantity of effort required hereunder may fluctuate from the amount
estimated by the parties.

     The total number of hours of direct labor (including overtime and
subcontract hours, but excluding holiday, sick leave, vacation and other
excused absence hours) anticipated to be expended is estimated to be
1,659,272, which quantity, as set forth herein or as expressly changed by
formal modifications hereto, is hereafter referred to as the "estimated
total hours."

<PAGE>

                                                           N00123-94-D-0033
                                                                 Mod P00010
                                                                Page 3 of 4


     If, at any time during a performance period of this contract, the
number of direct hours utilized under this contract exceeds 75 percent of
estimated total hours, or if the total number of estimated hours required
under any delivery order issued hereunder exceeds the estimated total
hours, the contractor shall immediately notify the Contract officer of such
circumstances.

     The estimated cost and fixed fee are based on the estimated total
hours.  If the Contracting Officer determines that a quantity of hours
greater than the estimated total hours is required, the fee may be adjusted
by negotiated agreement.  In the event that less than the estimated total
hours established for the performance period are utilized, the fee shall be
proportionately reduced to reflect the reduction in work.  The Government
shall make payment, on account of the fixed fee, at the rate of $ 1.63 per
direct labor hour invoiced by the Contractor under the clause entitled
"Fixed Fee" (FAR 52.216-8) for the related period, subject to the
withholding provisions of paragraph (b) of said clause.  If delivery orders
are issued under this contract, the total of all such payments shall not
exceed 75 percent of the fixed fee specified under the contract.  Any
balance of fixed fee shall be paid the contractor, or otherwise credited to
the Government, at the time of final payment.

     Nothing herein shall be construed to alter or waive any of the rights
or obligations of either party pursuant to the clause hereof entitle
"Limitation of Costs" or "Limitations of Funds" either of which clause as
incorporated herein shall apply to each individual delivery order issued
hereunder.

MAXIMUM INDIRECT RATES

Reimbursement of the Contractor's General and Administrative expenses shall
be limited to rate ceiling (cap) of 8%, effective 01 May 1996 through the
remainder of the contract period of performance.

2.   Under Section H, SPECIAL CONTRACT REQUIREMENTS, is revised in part to
  add the following clause:

CONTRACT PERIOD OF PERFORMANCE

Issuance of delivery orders shall be in accordance with the indefinite
clause of the contract.  No delivery order which crosses fiscal years shall
be issued if it can be feasibly subdivided for separate performance in each
fiscal year (is severable) and is funded by annual appropriations.

<PAGE>
                                                           N00123-94-D-0033
                                                                 Mod P00010
                                                                Page 4 of 4


3.   Under Section I, CONTRACT CLAUSES, the following changes are hereby
  made:

     (a)  INDEFINITE QUANTITY (APR 1984) (FAR 52.216-22)

     Is revised in part:

     Para. (d), Delete 31 December 1996 and replace with 31 December 1998.

     (b)  Delete the clause entitled ORDERING (APR 1984) (FAR 52.216-18) and
          replace with the following:

     ORDERING (APR 1984) (FAR 52.216-18)

     Dates:  29 April 1994 through 31 August 1998

     (c)  PAYMENT FOR OVERTIME PREMIUMS (JUL 1990) (FAR 52.222-2)

     To reflect the following hours, by contract performance period,
authorized for payment of overtime premiums:

     01 September 1994 - 31 August 1998       14,000 hours

     (d)  Delete the clause entitled OPTION TO EXTEND THE TERM OF THE CONTRACT
          (MAR 1989) (FAR 52.217-9).

4. All other terms and conditions of contract N00123-94-D-0033 remain
unchanged.

<PAGE>

                                 Exhibit 10.2

                Amendments P00148 to P00155 tp Prime Contract
                            No. N00024-90-C-5208
<PAGE>
<TABLE>
<S>                             <C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

         U                   1       7
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE   
       P00148                        SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
       N00024-96-FR-54556                       6-03KF-54556
- ---------------------------------------------------------------------------
6. ISSUED BY   CODE   N00024     7. ADMINISTERED BY (If other than Item 6)
                                                                  CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                     DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                  1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                       111 W. HURON STREET
BUYER/SYMBOL:    LINDA DABNEY, SEA-0251D      BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                      |(X)|9A. AMENDMENT OF SOLICITATION NO.
CEC NO: 789995610                     |   |----------------------------------
                                      |   |9B.  DATED (SEE ITEM 11)
                                      |   |
COMPTEK FEDERAL SYSTEMS, INC.         |   |----------------------------------
2732 TRANSIT ROAD                     |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224                     |   |     ORDER NO.
                                      |   |      N00024-90-C-5208
                                      |   |-----------------------------------
TIN NO: 16-1411419                    |   |  10B.  DATED (SEE ITEM 13)
- ---------------------------------------------------------------------------
                                      |   |        30 MARCH 1990
CODE OTTJ6   |   FACILITY CODE        |   |
- ---------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS 
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS CLAUSE
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign this
     document and return __ copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
headings, including solicitation/contract subject
     matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)  

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)    
KIMBERLEY A. BEESON - LCDR, SC, USN
CONTRACTING OFFICER
- ---------------------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR    15C.  DATE SIGNED 

      Signature of Person Authorized to Sign
- ---------------------------------------------------------------------------
                                     | 
16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |              04/08/96
- ---------------------------------------------------------------------------
     (Signature of Contracting officer) 
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54556
                                        Modification P00148
                                        Page 2 of 7

A.   The purpose of this modification is to provide additional funds under
CLIN 0030 in the amount of $274,400.00.  Accordingly, Contract N00024-90-C-
5208 is modified as follows:

1.   In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001,
0003, 0005, 0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026,
0027, 0028, 0029, and 0030 of the attached accounting data sheet, funding
under this contract is increased by $274,400.00 apportioned as follows:

<TABLE>
    <S>      <C>        <C>    <C>       <C>

              EST              FIXED
   ITEM       COST      COM    FEE       TOTAL
   0030AC     256,284   164    17,952    274,400
</TABLE>

            REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54556
                                        Modification P00148
                                        Page 3 of 7

2.   Accordingly the amount funded to date is increased by $274,400.00 from
$37,723,990.00 to a new total of $37,998,390 apportioned as follows:

<TABLE>
  <S>      <C>        <C>  <C>       <C>           <C>

   ITEM     EST COST  COM   FIXED FEE TOTAL       CATEGORY
   0001AA   1,284,239 763   89,898    1,374,900   RDT&E,N
   0001AB   84,066    50    5,884     90,000      FMS
   0001AC   611,810   365   42,825    655,000     O&MN
   0001AD   672,523   401   47,076    720,000     OPN
   0001AE   186,812   111   13,077    200,000     SCN
   0001AH   233,514   141   16,345    250,000     OTHER AGENCY
   0004AC   46,703    28    3,269     50,000      SCN
   0005AA   46,703    28    3,269     50,000      RDT&E
   0005AB   802,358   477   56,165    859,000     SCN
   0005AD   513,733   306   35,961    550,000     OTHER AGENCY
   0007AA   842,803   500   58,997    902,300     RDT&E
   0007AB   119,558   73    8,369     128,000     FMS
   0007AC   520,272   309   36,419    557,000     O&MN
   0007AD   817,303   486   57,211    875,000     OPN
   0007AE   910,710   540   63,750    975,000     SCN
   0007AF   382,965   228   26,807    410,000     DBOF
   0007AG   56,044    33    3,923     60,000      NAVAIR RDT&E
   0007AH   289,559   172   20,269    310,000     SPAWAR OPN
   0007AJ   46,703    28    3,269     50,000      NAVAIR NG
   0007AK   373,624   222   26,154    400,000     NAVAIR FMS
   THRU
   0011AS   168,131   100   11,769    180,000     SCN
   0011AD   177,472   105   12,423    190,000     SPAWAR RDT&E
   0011AE   158,790      94 11,116    170,000     SCN
   SUB TOTAL9,346,395 5,560 654,245   10,006,200
   TO DATE
</TABLE>

<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54556
                                        Modification P00148
                                        Page 4 of 7

<TABLE>
  <S>       <C>       <C>     <C>    <C>         <C>
  ITEM                       FIXED
  SUB-TOTAL ESTIMATED COM    FEE      AMOUNT      CATEGORY
            9,346,395 5,560  654,245  10,006,200
   
   0012AA   760,704   462    53,234   814,400     O&MN
   0012AB   1,358,597 817    95,086   1,454,500   RDT&E
   0012AC   94,531    57     6,616    101,204     FMS
   0012AD   1,516,903 907    106,190  1,624,000   OPN
   0012AF   14,945    9      1,046    16,000      FMS
   0012AG   35,303    21     2,472    37,796      FMS
   0012AH   18,681    11     1,308    20,000      FMS
   0012AJ   18,681    11     1,308    20,000      FMS
   0012AK   23,351    14     1,635    25,000      FMS
   0012AL   84,064    50     5,886    90,000      FMS
   0012AM   42,032    25     2,943    45,000      FMS
   0012AN   42,032    25     2,943    45,000      FMS
   0012AP   82,196    49     5,755    88,000      SPAWAR/OPN
   0012AQ   240,053   144    16,803   257,000     DBOF
   0012AR   4,670     3      327      5,000       OTHER
   0012AS   102,695   67     7,188    109,950     OTHER/DBOF
            4,439,438 2,672  310,740  4,752,850
   SUB-TOTAL
   TO DATE  13,785,833       8,232    964,985     14,759,050

</TABLE>
<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54556
                                        Modification P00148
                                        Page 5 of 7

<TABLE>
  <S>      <C>       <C>    <C>       <C>          <C>

   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
   SUB
   TOTAL    13,785,833       8,232     964,985    14,759,050
   
   0012AT   112,087   67     7,846     120,000    FMS
   0012AU   112,087   67     7,846     120,000    FMS
   0012AV   51,373    31     3,596     55,000     FMS
   0012AW   18,681    11     1,308     20,000     FMS
   0012AX   46,703    28     3,269     50,000     FMS
   0012AY   46,703    28     3,269     50,000     FMS
   0012AZ   18,681    11     1,308     20,000     FMS
   0012BA   4,670     3      327       5,000      FMS
   0012BB   168,130   101    11,769    180,000    FMS
   0013AA   233,520   145    16,335    250,000    OPN
   TOTAL    812,635   492    56,873    870,000
   
   0017AA   1,071,486 693    75,046    1,147,225  RDT&E
   0017AC   369,859   241    25,900    396,000    O&MN
   0017AD   1,499,061 962    104,977   1,605,000  OPN
   0017AE   1,821,483 1,171  127,546   1,950,200  SCN
   0017AF   46,700    31     3,269     50,000     OTHER
   0017AG   405,517   260    28,403    434,180    DBOF
   0017AH   36,613    23     2,564     39,200     FMS
   0017AJ   152,241   100    10,659    163,000    WPN
   0017AK   56,039    36     3,925     60,000     APN
   0017AL   70,050    47     4,903     75,000     O&MN
            5,529,049 3,564  387,192   5,919,805
   
   0022AA   819,101   524    57,375    877,000    RDT&E
   0022AB   0         0      0         0          FMS
   0022AC   348,375   223    24,402    373,000    O&MN
   0022AD   962,000   616    67,384    1,030,000  OPN
   0022AE   93,398    60     6,542     100,000    SCN
   0022AF   0         0      0         0          DBOF
   0022AG   34,557    22     2,421     37,000     WPN
   0022AH   0         0      0         0          APN
   TOTAL    2,257,431 1,445  158,124   2,417,000
   SUB-TOTAL
   TO DATE  22,384,948       13,733    1,567,174  23,965,855
</TABLE>

<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54556
                                        Modification P00148
                                        Page 6 of 7

<TABLE>
  <S>     <C>       <C>    <C>         <C>         <C>
   ITEM    ESTIMATED COM    FIXED FEE   AMOUNT      CATEGORY
   SUB-
   TOTAL   22,384,948       13,733      1,567,174   23,965,855
   
   0023AA  513,221   330    35,949      549,500     RDT&E
   0023AB  322,224   206    22,570      345,000     O&MN
   SUB
   TOTAL   835,445   536    58,519      894,500
   0024AA  0         0      0           0           RDT&E
   0024AB  37,359    24     2,617       40,000      O&MN
   0024AC  803,225   514    56,261      860,000     SCN
   0024AD  46,699    30     3,271       50,000      FMS
   SUB
   TOTAL   887,283   568    62,149      950,000
   
   0025AA  205,476   132    14,392      220,000     RDT&E
   0025AB  0         0      0           0           O&MN
   SUB
   TOTAL   205,476   132    14,392      220,000
   
   0026AA  216,682   139    15,179      232,000     RDT&E
   0026AB  359,527   285    25,188      385,000     SCN
   0026AC  91,997    59     6,444       98,500      OPN
   0026AD  800,423   512    56,065      857,000     O&MN
   0026AE  18,680    12     1,308       20,000      FMS
   0026AF  18,680    12     1,308       20,000      OTHER
   0026AG  58,374    37     4,089       62,500      DBOF
   0026AH  9,340     6      654         10,000      DOD-R&D
   SUB
   TOTAL   1,573,703 1,062  110,235     1,685,000
   
   0027    555,272   4,395  38,869      598,536
   SUB
   TOTAL   555,272   4,395  38,869      598,536
   
   0028AA  1,008,699 646    70,655      1,080,000   O&MN
   0028AB  1,418,716 909    99,375      1,519,000   RDT&E, N
   0028AC  798,552   513    55,935      855,000     SCN
   0028AD  1,428,991 916    100,093     1,530,000   OPN
   0028AE  0         0      0           0           WPN
   0028AF  0         0      0           0           APN
   0028AG  0         0      0           0           FMS
   0028AH  0         0      0           0           DBOF
   0028AJ  0         0      0           0           OTHER
   SUB
   TOTAL   4,654,958 2,984  326,058     4,984,000
   SUB
   TOTAL TO31,097,085       23,410      2,177,396   33,297,891
   DATE

</TABLE>

<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54556
                                        Modification P00148
                                        Page 7 of 7

<TABLE>
  <S>      <C>       <C>     <C>        <C>       <C>
   ITEM     ESTIMATED COM     FIXED FEE  AMOUNT    CATEGORY
   SUB
   TOTAL    31,097,085        23,410     2,177,396 33,297,891
   
   0029AA   517,144   332     36,224     553,700   O&MN
   0029AB   630,435   405     44,160     675,000   RDT&E, N
   0029AC   999,360   641     69,999     1,070,000 SCN
   0029AD   65,379    42      4,579      70,000    OPN
   0029AE   0         0       0          0         WPN
   0029AF   0         0       0          0         APN
   0029AG   0         0       0          0         FMS
   0029AH   0         0       0          0         DBOF
   0029AJ   0         0       0          0         OTHER
   0029AK   37,359    24      2,617      40,000    DOB (R&D)
   TOTAL    2,249,677 1,444   157,579    2,408,700
   
   0030AA   857,396   548     60,055     917,999   O&MN
   0030AB   1,068,287 685     74,828     1,143,800 RDT&E, N
   0030AC   214,815   138     15,047     230,000   SCN
   0030AD   0         0       0          0         OPN
   0030AE   0         0       0          0         WPN
   0030AF   0         0       0          0         APN
   0030AG   0         0       0          0         FMS
   0030AH   0         0       0          0         DBOF
   0030AJ   0         0       0          0         OTHER
   TOTAL    2,140,498 1,371   149,930    2,291,799
  SUB-TOTAL
  TO DATE  35,487,260 26,225 2,484,905  37,998,390
</TABLE>

B.   Except as provided herein, all other terms and conditions of Contract
  N00024-90-C-5208 remain unchanged and in full force and effect.

<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.
    N00024-90-C-5208              P00148
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT     REF       CLIN      SLIN      QTY    UNIT
C 0    NUMBER       ACRN
T D
  E
- ---------------------------------------------------------------------------

A   N0002496AF184TA           0030      AB

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

<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.   5. PAYING OFC   6. TYPE OF MOD.       7. TAC
      N0002496FR54556
      TI-96-X11
- ---------------------------------------------------------------------------

15.                          ACCOUNTING DATA                       16.
- ---------------------------------------------------------------------------
A.    B.         C.     D. OBJ   E. BCN   F.  G.   H.   I.    J. COST CODE
AC  APPROPRI-            CLASS        
RN  ATION        SUBHEAD       PARM  RM  SA  AAA  TT  PAA PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------
                            K.       OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
MR   1761319      84TA     000   SA  S3K  0 068342 2D 980110 S0164 ETS ETS0  

AMOUNT  $138,700.00
- ---------------------------------------------------------------------------
TOTAL      $138,700.00
- ---------------------------------------------------------------------------

17. FINANCIAL MANAGER               
- ---------------------------------------------------------------------------
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                                   IN AMOUNTS SHOWN IN COLUMN 16 ABOVE
/S/JAMES S. EGELAND
JAMES S. EGELAND, SEA 03KQ1   01/04/96

18.  COMPTROLLER CLEARANCE

SIGNATURE           DATE

/S/ P.C. MONTGOMERY             03/11/96
JAMES S. EGELAND, SEA 03KQ1
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00148
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT     REF       CLIN      SLIN      QTY    UNIT
C 0    NUMBER       ACRN
T D
  E
- ---------------------------------------------------------------------------
A    N0002496AF184TA          0030      AB
     PE 63582N
- ---------------------------------------------------------------------------
<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.     5. PAYING OFC    6. TYPE OF MOD.     7. TAC
      N0002496FR54556
      TI-96-X14
- ---------------------------------------------------------------------------
15.                         ACCOUNTING DATA                            16.
- ---------------------------------------------------------------------------
A.  B.         C.      D. OBJ   E.  BCN  F.  G.  H.  I.    J.   COST CODE
AC  APPROPRI-            CLASS
RN  ATION      SUBHEAD         PARM RM   SA AAA  TT  PAA PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
MR  1761319     84TA     000   SA   S3K  0 068342 2D 980110   S0164  ETS ETS0

AMOUNT:  $135,700.00
- ---------------------------------------------------------------------------
TOTAL    $135,700.00
- ---------------------------------------------------------------------------

17. FINANCIAL MANAGER 
- ---------------------------------------------------------------------------
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                                   IN AMOUNTS SHOWN IN COLUMN 16 ABOVE

/S/JAMES S. EGELAND
JAMES S. EGELAND, SEA 03KQ1

18. COMPTROLLER CLEARANCE
- ----------------------------------------------------------------------------
/S/P.C.MONTGOMERY
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                              <C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------  
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

        U                   1       7
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE    
    P00149                           SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
     N00024-96-FR-54564                         6-03KF-54564
- ---------------------------------------------------------------------------
6. ISSUED BY CODE   N00024     7. ADMINISTERED BY (If other than Item 6)
                                                                 CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                  DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY               1103 FEDERALBUILDING
ARLINGTON VA 22242-5160                    111 W. HURON STREET
BUYER/SYMBOL: LINDA DABNEY, SEA-0251D      BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                        |(X)|9A. AMENDMENT OF SOLICITATION NO.
                                        |   |----------------------------------
CEC NO: 789995610                       |   |9B.  DATED (SEE ITEM 11)
                                        |   |
COMPTEK FEDERAL SYSTEMS, INC.           |   |----------------------------------
2732 TRANSIT ROAD                       |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224-2523                  |   |     ORDER NO.
                                        |   |     N00024-90-C-5208
                                        |   |-----------------------------------
TIN NO: 16-1411419                      |   |  10B.  DATED (SEE ITEM 13)
- ----------------------------------------|   |        30 MARCH 1990
CODE OTTJ6    |  FACILITY CODE          |   |
- ------------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS 
- -------------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     |    OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS
     |    CLAUSE
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign this
     document and return __ copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
     headings, including solicitation/contract subject
     matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)

16A.  NAME AND  TITLE OF CONTRACTING OFFICER (Type or print)

KIMBERLEY A. BEESON - LCDR, SC, USN
CONTRACTING OFFICER
- ---------------------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR    15C.  DATE SIGNED

      Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |
- ---------------------------------------------------------------------------
   Signature of Contracting officer) |             4/8/96
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54564
                                        Modification P00149
                                        Page 2 of 7


A.   The purpose of this modification is to provide additional funds under
  CLIN 0030 in the amount of $139,400.00.  Accordingly, Contract N00024-90-C-
  5208 is modified as follows:

1.   In accordance with Clause H-12 ALLLOTMENT OF FUNDS FOR ITEMS 0001,
  0003, 0005, 0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026,
  0027, 0028, 0029, and 0030 of the attached accounting data sheet, funding
  under this contract is increased by $139,400.00 apportioned as follows:


<TABLE>
  <S>      <C>       <C>    <C>       <C>
                             FIXED
   ITEM     EST COST  COM    FEE      TOTAL
   
   0030AB   130,197   83     9,120    139,400
</TABLE>


            REAMINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54564
                                        Modification P00149
                                        Page 3 of 7

2.   Accordingly, the amount funded to date is increased by $139,400.00
  from $37,998,390.00 to a new total of $38,137,790 apportioned as follows:

<TABLE>
  <S>      <C>       <C>    <C>      <C>         <C>
                             FIXED
   ITEM     EST COST  COM    FEE      TOTAL       CATEGORY
   
   0001AA   1,284,239 763    89,898   1,374,900   RDT&E, N
   0001AB   84,066    50     5,884    90,000      FMS
   0001AC   611,810   365    42,825   655,000     O&MN
   0001AD   672,523   401    47,076   720,000     OPN
   0001AE   186,812   111    13,077   200,000     SCN
   0001AH   233,514   141    16,345   250,000     OTHER AGENCY
   0004AC   46,703    28     3,269    50,000      SCN
   0005AA   46,703    28     3,269    50,000      RDT&E
   0005AB   802,358   477    56,165   859,000     SCN
   0005AD   513,733   306    35,961   550,000     OTHER AGENCY
   0007AA   842,803   500    58,997   902,300     RDT&E
   0007AB   119,558   73     8,369    128,000     FMS
   0007AC   520,272   309    36,419   557,000     O&MN
   0007AD   817,303   486    57,211   875,000     OPN
   0007AE   910,710   540    63,750   975,000     SCN
   0007AF   382,965   228    26,807   410,000     DBOF
   0007AG   56,044    33     3,923    60,000      NAVAIR RDT&E
   0007AH   289,559   172    20,269   310,000     SPAWAR OPN
   0007AJ   46,703    28     3,269    50,000      NAVAIR NG
   0007AK   373,624   222    26,154   400,000     NAVAIR FMS
   THRU
   0007AS
   0011AB   168,131   100    11,769   180,000     SCN
   0011AD   177,472   105    12,423   190,000     SPAWAR RDT&E
   0011AE   158,790   94     11,116   170,000     SCN
   SUB TOTAL9,346,395 5,560  654,245  10,006,200
   TO DATE
</TABLE>
<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54564
                                        Modification P00149
                                        Page 4 of 7


<TABLE>
  <S>      <C>        <C>    <C>     <C>         <C>
                             FIXED
   ITEM     ESTIMATED COM    FEE      AMOUNT      CATEGORY
   
SUB-TOTAL 9,346,395  5,560   654,245  10,006,200
   
   0012AA   760,704   462    53,234   814,400     O&MN
   0012AB   1,358,597 817    95,086   1,454,500   RDT&E
   0012AC   94,531    57     6,616    101,204     FMS
   0012AD   1,516,903 907    106,190  1,624,000   OPN
   0012AF   14,945    9      1,046    16,000      FMS
   0012AG   35,303    21     2,472    37,796      FMS
   0012AH   18,681    11     1,308    20,000      FMS
   0012AJ   18,681    11     1,308    20,000      FMS
   0012AK   23,351    14     1,635    25,000      FMS
   0012AL   84,064    50     5,886    90,000      FMS
   0012AM   42,032    25     2,943    45,000      FMS
   0012AN   42,032    25     2,943    45,000      FMS
   0012AP   82,196    49     5,755    88,000      SPAWAR/OPN
   0012AQ   240,053   144    16,803   257,000     DBOF
   0012AR   4,670     3      327      5,000       OTHER
   0012AS   102,695   67     7,188    109,950     OTHER/DBOF
SUB-TOTAL 4,439,438   2,672  310,740  4,752,850
SUB-TOTAL
TO DATE  13,785,833   8,232  964,985 14,759,050
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54564
                                        Modification P00149
                                        Page 5 of 7
<TABLE>
  <S>      <C>       <C>    <C>        <C>       <C>

   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
SUB
TOTAL   13,785,833  8,232   964,985  14,759,050
   
   0012AT   112,087   67     7,846     120,000    FMS
   0012AU   112,087   67     7,846     120,000    FMS
   0012AV   51,373    31     3,596     55,000     FMS
   0012AW   18,681    11     1,308     20,000     FMS
   0012AX   46,703    28     3,269     50,000     FMS
   0012AY   46,703    28     3,269     50,000     FMS
   0012AZ   18,681    11     1,308     20,000     FMS
   0012BA   4,670     3      327       5,000      FMS
   0012BB   168,130   101    11,769    180,000    FMS
   0013AA   233,520   145    16,335    250,000    OPN
   TOTAL    812,635   492    56,873    870,000
   
   0017AA   1,071,486 693    75,046    1,147,225  RDT&E
   0017AC   369,859   241    25,900    396,000    O&MN
   0017AD   1,499,061 962    104,977   1,605,000  OPN
   0017AE   1,821,483 1,171  127,546   1,950,200  SCN
   0017AF   46,700    31     3,269     50,000     OTHER
   0017AG   405,517   260    28,403    434,180    DBOF
   0017AH   36,613    23     2,564     39,200     FMS
   0017AJ   152,241   100    10,659    163,000    WPN
   0017AK   56,039    36     3,925     60,000     APN
   0017AL   70,050    47     4,903     75,000     O&MN
   TOTAL    5,529,049 3,564  387,192   5,919,805
   
   0022AA   819,101   524    57,375    877,000    RDT&E
   0022AB   0         0      0         0          FMS
   0022AC   348,375   223    24,402    373,000    O&MN
   0022AD   962,000   616    67,384    1,030,000  OPN
   0022AE   93,398    60     6,542     100,000    SCN
   0022AF   0         0      0         0          DBOF
   0022AG   34,557    22     2,421     37,000     WPN
   0022AH   0         0      0         0          APN
   TOTAL    2,257,431 1,445  158,124   2,417,000
SUB-TOTAL
TO DATE   22,384,948 13,733 1,567,174  23,965,855
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54564
                                        Modification P00149
                                        Page 6 of 7

<TABLE>
  <S>      <C>       <C>    <C>       <C>        <C>
   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
SUB
TOTAL    22,384,948 13,733 1,567,174  23,965,855
   
   0023AA   513,221   330    35,949    549,500    RDT&E
   0023AB   322,224   206    22,570    345,000    O&MN
   SUB
   TOTAL    835,445   536    58,519    894,500
   
   0024AA   0         0      0         0          RDT&E
   0024AB   37,359    24     2,617     40,000     O&MN
   0024AC   803,225   514    56,261    860,000    SCN
   0024AD   46,699    30     3,271     50,000     FMS
   SUB
   TOTAL    887,283   568    62,149    950,000
   
   0025AA   205,476   132    14,392    220,000    RDT&E
   0025AB   0         0      0         0          O&MN
   SUB
   TOTAL    205,476   132    14,392    220,000
   
   0026AA   216,682   139    15,179    232,000    RDT&E
   0026AB   359,527   285    25,188    385,000    SCN
   0026AC   91,997    59     6,444     98,500     OPN
   0026AD   800,423   512    56,065    857,000    O&MN
   0026AE   18,680    12     1,308     20,000     FMS
   0026AF   18,680    12     1,308     20,000     OTHER
   0026AG   58,374    37     4,089     62,500     DBOF
   0026AH   9,340     6      654       10,000     DOD-R&D
   SUB
   TOTAL    1,573,703 1,062  110,235   1,685,000
   
   0027     555,272   4,395  38,869    598,536
   SUB
   TOTAL    555,272   4,395  38,869    598,536
   
   0028AA   1,008,699 646    70,655    1,080,000  O&MN
   0028AB   1,418,716 909    99,375    1,519,000  RDT&E,N
   0028AC   798,552   513    55,935    855,000    SCN
   0028AD   1,428,991 916    100,093   1,530,000  OPN
   0028AE   0         0      0         0          WPN
   0028AF   0         0      0         0          APN
   0028AG   0         0      0         0          FMS
   0028AH   0         0      0         0          DBOF
   0028AJ   0         0      0         0          OTHER
   SUB
   TOTAL    4,654,958 2,984  326,058   4,984,000
SUB
TOTAL     31,097,085 23,410 2,177,396  33,297,891
TO DATE
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54564
                                        Modification P00149
                                        Page 7 of 7

<TABLE>
<S>         <C>       <C>   <C>        <C>         <C>
   ITEM     ESTIMATED COM    FIXED FEE  AMOUNT      CATEGORY
SUB
TOTAL    31,097,085 23,410 2,177,396   33,297,891
   
   0029AA   517,144   332    36,224     553,700     O&MN
   0029AB   630,435   405    44,160     675,000     RDT&E, N
   0029AC   999,360   641    69,999     1,070,000   SCN
   0029AD   65,379    42     4,579      70,000      OPN
   0029AE   0         0      0          0           WPN
   0029AF   0         0      0          0           APN
   0029AG   0         0      0          0           FMS
   0029AH   0         0      0          0           DBOF
   0029AJ   0         0      0          0           OTHER
   0029AK   37,359    24     2,617      40,000      DOD (R&D)
   TOTAL    2,249,677 1,444  157,579    2,408,700
   
   0030AA   857,396   548    60,055     917,999     O&MN
   0030AB   1,198,484 768    83,948     1,283,200   RDT&E,N
   0030AC   214,815   138    15,047     230,000     SCN
   0030AD   0         0      0          0           OPN
   0030AE   0         0      0          0           WPN
   0030AF   0         0      0          0           APN
   0030AG   0         0      0          0           FMS
   0030AH   0         0      0          0           DBOF
   0030AJ   0         0      0          0           OTHER
   TOTAL    2,270,695 1,454  159,050    2,431,199
SUB-TOTAL
TO DATE   35,617,457 26,308 2,494,025   38,137,790
</TABLE>

B.  Except as provided herein, all other terms and conditions of contract
N00024-90-C_5208 remain unchanged and in full force and effect.


<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00149
- ---------------------------------------------------------------------------
8.    9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT       REF      CLIN      SLIN      QTY    UNIT
C 0    NUMBER         ACRN
T D
  E
- ---------------------------------------------------------------------------

A      N0002496AF184TA          0031      AB
       PE 63582N
- ---------------------------------------------------------------------------

<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.   5. PAYING OFC   6. TYPE OF MOD.       7. TAC
      N0002496FR54564
      TI-96-X12
- ---------------------------------------------------------------------------
15.                                ACCOUNTING DATA                      16.
- ---------------------------------------------------------------------------
A.    B.        C.      D. OBJ  E.  BCN  F.  G. H.  I.  J.   COST CODE
                        CLASS 
AC   APPROPRI-
RN   ATION      SUBHEAD         PARM RM  SA AAA TT  PAA PROJ. UNIT MCC  PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
MR   1761319     84TA     000   SA  S3K  0 068342 2D 980110  S0164 ETS  ETS0

AMOUNT:  $139,400.00
- ---------------------------------------------------------------------------
TOTAL:   $139,400.00
- ---------------------------------------------------------------------------

17. FINANCIAL MANAGER 
/S/JAMES S. EGELAND
JAMES S. ENGELAND, SEA 03KQ1
- ---------------------------------------------------------------------------
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                  01/25/96        IN AMOUNTS SHOWN IN COLUMN 16 ABOVE

18. COMPTROLLER CLEARANCE

/S/ P.A. CALOGERO
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                              <C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

        U                   1       7
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE    
     P00150                          SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
     N00024-96-FR-54566                         6-03KF-54566
- ---------------------------------------------------------------------------
6. ISSUED BY CODE   N00024     7. ADMINISTERED BY (If other than Item 6)
                                                                  CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                   DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                     111 W. HURON STREET
BUYER/SYMBOL:    LINDA DABNEY, SEA-0251D    BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                        |(X)|9A. AMENDMENT OF SOLICITATION NO.
                                        |   |----------------------------------
CEC NO: 789995610                       |   |9B.  DATED (SEE ITEM 11)
                                        |   |
COMPTEK FEDERAL SYSTEMS, INC.           |   |-----------------------------------
2732 TRANSIT ROAD                       |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224-2523                  |   |     ORDER NO.
                                        |   |     N00024-90-C-5208
                                        |   |-----------------------------------
TIN NO: 16-1411419                      |   |  10B.  DATED (SEE ITEM 13)
- ---------------------------------------------------------------------------
                                        |   |        30 MARCH 1990 
CODE OTTJ6  |   FACILITY CODE           |   |
- ---------------------------------------------------------------------------
11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     |    OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS
     |    CLAUSE
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign this
     document and return __ copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
     headings, including solicitation/contract subject matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
      KIMBERLEY A. BEESON - LCDR, SC, USN
      CONTRACTING OFFICER
- --------------------------------------------------------------- -----------
15B.  CONTRACTOR/OFFEROR        15C.  DATE SIGNED 

      Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |
- ---------------------------------------------------------------------------
  (Signature of Contracting officer) |             4/8/96
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>
                                        N00024-90-C-5208
                                        N00024-96-FR-54566
                                        Modification P00150
                                        Page 2 of 7


A.   The purpose of this modification is to provide additional funds under
  CLIN 0030 in the amount of $50,000.00.  Accordingly, Contract N00024-90-C-
  5208 is modified as follows:

1.   In accordance with Clause H-12 ALLLOTMENT OF FUNDS FOR ITEMS 0001,
  0003, 0005, 0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026,
  0027, 0028, 0029, and 0030 of the attached accounting data sheet, funding
  under this contract is increased by $50,000.00 apportioned as follows:


<TABLE>
  <S>      <C>       <C>    <C>     <C>
                             FIXED
   ITEM     EST COST  COM    FEE     TOTAL
   
   0030AB   46,699    30     3,271    50,000
</TABLE>


            REAMINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54566
                                        Modification P00150
                                        Page 3 of 7

2.   Accordingly, the amount funded to date is increased by $50,000.00 from
  $38,137,790.00 to a new total of $38,187,790 apportioned as follows:

<TABLE>
    <S>    <C>       <C>    <C>      <C>         <C>
                             FIXED
   ITEM     EST COST  COM    FEE      TOTAL       CATEGORY
   
   0001AA   1,284,239 763    89,898   1,374,900   RDT&E, N
   0001AB   84,066    50     5,884    90,000      FMS
   0001AC   611,810   365    42,825   655,000     O&MN
   0001AD   672,523   401    47,076   720,000     OPN
   0001AE   186,812   111    13,077   200,000     SCN
   0001AH   233,514   141    16,345   250,000     OTHER AGENCY
   0004AC   46,703    28     3,269    50,000      SCN
   0005AA   46,703    28     3,269    50,000      RDT&E
   0005AB   802,358   477    56,165   859,000     SCN
   0005AD   513,733   306    35,961   550,000     OTHER AGENCY
   0007AA   842,803   500    58,997   902,300     RDT&E
   0007AB   119,558   73     8,369    128,000     FMS
   0007AC   520,272   309    36,419   557,000     O&MN
   0007AD   817,303   486    57,211   875,000     OPN
   0007AE   910,710   540    63,750   975,000     SCN
   0007AF   382,965   228    26,807   410,000     DBOF
   0007AG   56,044    33     3,923    60,000      NAVAIR RDT&E
   0007AH   289,559   172    20,269   310,000     SPAWAR OPN
   0007AJ   46,703    28     3,269    50,000      NAVAIR NG
   0007AK   373,624   222    26,154   400,000     NAVAIR FMS
   THRU
   0007AS
   0011AB   168,131   100    11,769   180,000     SCN
   0011AD   177,472   105    12,423   190,000     SPAWAR RDT&E
   0011AE   158,790   94     11,116   170,000     SCN
 SUB TOTAL  9,346,395 5,560  654,245  10,006,200
 TO DATE
</TABLE>
<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54566
                                        Modification P00150
                                        Page 4 of 7

<TABLE>
  <S>      <C>       <C>   <C>       <C>        <C>
   ITEM     ESTIMATED COM  FIXED FEE  AMOUNT     CATEGORY
   
SUB-TOTAL  9,346,395 5,560  654,245  10,006,200
   
   0012AA   760,704   462    53,234   814,400     O&MN
   0012AB   1,358,597 817    95,086   1,454,500   RDT&E
   0012AC   94,531    57     6,616    101,204     FMS
   0012AD   1,516,903 907    106,190  1,624,000   OPN
   0012AF   14,945    9      1,046    16,000      FMS
   0012AG   35,303    21     2,472    37,796      FMS
   0012AH   18,681    11     1,308    20,000      FMS
   0012AJ   18,681    11     1,308    20,000      FMS
   0012AK   23,351    14     1,635    25,000      FMS
   0012AL   84,064    50     5,886    90,000      FMS
   0012AM   42,032    25     2,943    45,000      FMS
   0012AN   42,032    25     2,943    45,000      FMS
   0012AP   82,196    49     5,755    88,000      SPAWAR/OPN
   0012AQ   240,053   144    16,803   257,000     DBOF
   0012AR   4,670     3      327      5,000       OTHER
   0012AS   102,695   67     7,188    109,950     OTHER/DBOF
 SUB-TOTAL  4,439,438 2,672  310,740  4,752,850
   SUB-TOTAL
   TO DATE  13,785,833       8,232    964,985     14,759,050
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54566
                                        Modification P00150
                                        Page 5 of 7

<TABLE>
  <S>      <C>       <C>    <C>       <C>        <C>
   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
SUB
TOTAL   13,785,833  8,232 964,985    14,759,050
   
   0012AT   112,087   67     7,846     120,000    FMS
   0012AU   112,087   67     7,846     120,000    FMS
   0012AV   51,373    31     3,596     55,000     FMS
   0012AW   18,681    11     1,308     20,000     FMS
   0012AX   46,703    28     3,269     50,000     FMS
   0012AY   46,703    28     3,269     50,000     FMS
   0012AZ   18,681    11     1,308     20,000     FMS
   0012BA   4,670     3      327       5,000      FMS
   0012BB   168,130   101    11,769    180,000    FMS
   0013AA   233,520   145    16,335    250,000    OPN
   TOTAL    812,635   492    56,873    870,000
   
   0017AA   1,071,486 693    75,046    1,147,225  RDT&E
   0017AC   369,859   241    25,900    396,000    O&MN
   0017AD   1,499,061 962    104,977   1,605,000  OPN
   0017AE   1,821,483 1,171  127,546   1,950,200  SCN
   0017AF   46,700    31     3,269     50,000     OTHER
   0017AG   405,517   260    28,403    434,180    DBOF
   0017AH   36,613    23     2,564     39,200     FMS
   0017AJ   152,241   100    10,659    163,000    WPN
   0017AK   56,039    36     3,925     60,000     APN
   0017AL   70,050    47     4,903     75,000     O&MN
   TOTAL    5,529,049 3,564  387,192   5,919,805
   
   0022AA   819,101   524    57,375    877,000    RDT&E
   0022AB   0         0      0         0          FMS
   0022AC   348,375   223    24,402    373,000    O&MN
   0022AD   962,000   616    67,384    1,030,000  OPN
   0022AE   93,398    60     6,542     100,000    SCN
   0022AF   0         0      0         0          DBOF
   0022AG   34,557    22     2,421     37,000     WPN
   0022AH   0         0      0         0          APN
   TOTAL    2,257,431 1,445  158,124   2,417,000
SUB-TOTAL
TO DATE   22,384,948 13,733 1,567,174  23,965,855
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54566
                                        Modification P00150
                                        Page 6 of 7

<TABLE>
  <S>      <C>       <C>    <C>       <C>        <C>
   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
   SUB
   TOTAL    22,384,948       13,733    1,567,174  23,965,855
   
   0023AA   513,221   330    35,949    549,500    RDT&E
   0023AB   322,224   206    22,570    345,000    O&MN
   SUB
   TOTAL    835,445   536    58,519    894,500
   
   0024AA   0         0      0         0          RDT&E
   0024AB   37,359    24     2,617     40,000     O&MN
   0024AC   803,225   514    56,261    860,000    SCN
   0024AD   46,699    30     3,271     50,000     FMS
   SUB
   TOTAL    887,283   568    62,149    950,000
   
   0025AA   205,476   132    14,392    220,000    RDT&E
   0025AB   0         0      0         0          O&MN
   SUB
   TOTAL    205,476   132    14,392    220,000
   
   0026AA   216,682   139    15,179    232,000    RDT&E
   0026AB   359,527   285    25,188    385,000    SCN
   0026AC   91,997    59     6,444     98,500     OPN
   0026AD   800,423   512    56,065    857,000    O&MN
   0026AE   18,680    12     1,308     20,000     FMS
   0026AF   18,680    12     1,308     20,000     OTHER
   0026AG   58,374    37     4,089     62,500     DBOF
   0026AH   9,340     6      654       10,000     DOD-R&D
   SUB
   TOTAL    1,573,703 1,062  110,235   1,685,000
   
   0027     555,272   4,395  38,869    598,536
   SUB
   TOTAL    555,272   4,395  38,869    598,536
   
   0028AA   1,008,699 646    70,655    1,080,000  O&MN
   0028AB   1,418,716 909    99,375    1,519,000  RDT&E,N
   0028AC   798,552   513    55,935    855,000    SCN
   0028AD   1,428,991 916    100,093   1,530,000  OPN
   0028AE   0         0      0         0          WPN
   0028AF   0         0      0         0          APN
   0028AG   0         0      0         0          FMS
   0028AH   0         0      0         0          DBOF
   0028AJ   0         0      0         0          OTHER
   SUB
   TOTAL    4,654,958 2,984  326,058   4,984,000
   SUB
   TOTAL TO
   DATE   31,097,085 23,410 2,177,396  33,297,891
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54566
                                        Modification P00150
                                        Page 7 of 7

<TABLE>
  <S>      <C>        <C>    <C>       <C>         <C>
   ITEM     ESTIMATED COM    FIXED FEE  AMOUNT      CATEGORY
SUB
TOTAL    31,097,085 23,410 2,177,396   33,297,891
   
   0029AA   517,144   332    36,224     553,700     O&MN
   0029AB   630,435   405    44,160     675,000     RDT&E, N
   0029AC   999,360   641    69,999     1,070,000   SCN
   0029AD   65,379    42     4,579      70,000      OPN
   0029AE   0         0      0          0           WPN
   0029AF   0         0      0          0           APN
   0029AG   0         0      0          0           FMS
   0029AH   0         0      0          0           DBOF
   0029AJ   0         0      0          0           OTHER
   0029AK   37,359    24     2,617      40,000      DOD (R&D)
   TOTAL    2,249,677 1,444  157,579    2,408,700
   
   0030AA   857,396   548    60,055     917,999     O&MN
   0030AB   1,198,484 768    83,948     1,283,200   RDT&E,N
   0030AC   261,514   168    18,318     280,000     SCN
   0030AD   0         0      0          0           OPN
   0030AE   0         0      0          0           WPN
   0030AF   0         0      0          0           APN
   0030AG   0         0      0          0           FMS
   0030AH   0         0      0          0           DBOF
   0030AJ   0         0      0          0           OTHER
   TOTAL    2,317,394 1,484  162,321    2,481,199
SUB-TOTAL
TO DATE  35,664,156 26,338 2,497,296   38,187,790
</TABLE>

B.  Except as provided herein, all other terms and conditions of contract
N00024-90-C_5208 remain unchanged and in full force and effect.

<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00150
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT      REF      CLIN     SLIN       QTY    UNIT
C 0    NUMBER        ACRN
T D
  E
- ---------------------------------------------------------------------------

A    N0002493PD83012          0030      AC

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

<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.     5. PAYING OFC      6. TYPE OF MOD.   7. TAC
      N0002496FR54566
      TI-96-X31
- ---------------------------------------------------------------------------

15.                           ACCOUNTING DATA                           16.
- ---------------------------------------------------------------------------
A.    B.       C.      D. OBJ  E.  BCN  F.  G.  H.   I.  J.     COST CODE
                       CLASS
AC   APPROPRI-              
RN   ATION     SUBHEAD         PARM RM  SA  AAA TT  PAA  PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
MW   1731611   8598     000    WB  WEH  0 068342 2D 000000  21979   543  0090

                                                         AMOUNT:    $50,000.00

OWLD;  AOE 10 (21979) 30 NOV 98
This document conveys authority to obligate -0- dollars within the FY 93
funding limitation.
- ---------------------------------------------------------------------------

                                                        TOTAL       $50,000.00
- ---------------------------------------------------------------------------
PREPARED BY:  SUE McILWAIN, SEA-01232

17. FINANCIAL MANAGER

/S/LIZ PERRILL
LIZ PERRILL, SEA 03KFP
- ---------------------------------------------------------------------------
SIGNATURE           DATE          OBLIGATION OF FUNDS IS AUTHORIZED
                  02/22/96        IN AMOUNTS SHOWN IN COLUMN 16 ABOVE

18. COMPTROLLERS CLEARANCE

/S/ V. F. JEFFERSON
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                                  <C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

         U                   1       7
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE   
   P00151                            SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
   N00024-96-FR-54585                           6-03KF-54585
- ---------------------------------------------------------------------------
6. ISSUED BY CODE   N00024     7. ADMINISTERED BY (If other than Item 6)
                                                                 CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                  DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY               1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                    111 W. HURON STREET
BUYER/SYMBOL:    LINDA DABNEY, SEA-0251D   BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                        |(X)|9A. AMENDMENT OF SOLICITATION NO.
                                        |   |-----------------------------------
CEC NO: 789995610                       |   |9B.  DATED (SEE ITEM 11)
                                        |   |
COMPTEK FEDERAL SYSTEMS, INC.           |   |-----------------------------------
2732 TRANSIT ROAD                       |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224-2523                  |   |     ORDER NO.
                                        |   |  N00024-90-C-5208
                                        |   |-----------------------------------
TIN NO: 16-1411419                      |   |  10B.  DATED (SEE ITEM 13)
- ---------------------------------------------------------------------------
                                        |   |        30 MARCH 1990
CODE OTTJ6  |   FACILITY CODE           |   |
- ---------------------------------------------------------------------------
     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     |    OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS
     |    CLAUSE
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign this
     document and return __ copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
     headings, including solicitation/contract subject
     matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)


16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
      KIMBERLEY A. BEESON - LCDR, SC, USN
      CONTRACTING OFFICER
- --------------------------------------------------------------- -----------
15B.  CONTRACTOR/OFFEROR       15C.  DATE SIGNED

      Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |
- ---------------------------------------------------------------------------
  (Signature of Contracting officer) |             4/30/96
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>
                                        N00024-90-C-5208
                                        N00024-96-FR-54585
                                        Modification P00151
                                        Page 2 of 7


A.   The purpose of this modification is to provide additional funds under
  CLIN 0030 in the amount of $10,000.00.  Accordingly, Contract N00024-90-C-
  5208 is modified as follows:

1.   In accordance with Clause H-12 ALLLOTMENT OF FUNDS FOR ITEMS 0001,
  0003, 0005, 0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026,
  0027, 0028, 0029, and 0030 of the attached accounting data sheet, funding
  under this contract is increased by $10,000.00 apportioned as follows:


<TABLE>
  <S>      <C>       <C>    <C>           <C>
   ITEM     EST COST  COM    FIXED FEE     TOTAL
   
   0030AB   9,340     6      654           10,000
</TABLE>


            REAMINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54585
                                        Modification P00151
                                        Page 3 of 7

2.   Accordingly, the amount funded to date is increased by $10,000.00 from
  $38,187,790.00 to a new total of $38,197,790 apportioned as follows:

<TABLE>
  <S>      <C>       <C>    <C>      <C>         <C>
                             FIXED
   ITEM     EST COST  COM    FEE      TOTAL       CATEGORY
   
   0001AA   1,284,239 763    89,898   1,374,900   RDT&E, N
   0001AB   84,066    50     5,884    90,000      FMS
   0001AC   611,810   365    42,825   655,000     O&MN
   0001AD   672,523   401    47,076   720,000     OPN
   0001AE   186,812   111    13,077   200,000     SCN
   0001AH   233,514   141    16,345   250,000     OTHER AGENCY
   0004AC   46,703    28     3,269    50,000      SCN
   0005AA   46,703    28     3,269    50,000      RDT&E
   0005AB   802,358   477    56,165   859,000     SCN
   0005AD   513,733   306    35,961   550,000     OTHER AGENCY
   0007AA   842,803   500    58,997   902,300     RDT&E
   0007AB   119,558   73     8,369    128,000     FMS
   0007AC   520,272   309    36,419   557,000     O&MN
   0007AD   817,303   486    57,211   875,000     OPN
   0007AE   910,710   540    63,750   975,000     SCN
   0007AF   382,965   228    26,807   410,000     DBOF
   0007AG   56,044    33     3,923    60,000      NAVAIR RDT&E
   0007AH   289,559   172    20,269   310,000     SPAWAR OPN
   0007AJ   46,703    28     3,269    50,000      NAVAIR NG
   0007AK   373,624   222    26,154   400,000     NAVAIR FMS
   THRU
   0007AS
   0011AB   168,131   100    11,769   180,000     SCN
   0011AD   177,472   105    12,423   190,000     SPAWAR RDT&E
   0011AE   158,790   94     11,116   170,000     SCN
   SUB TOTAL
   TO DATE  9,346,395 5,560  654,245  10,006,200

</TABLE>
<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54585
                                        Modification P00151
                                        Page 4 of 7


<TABLE>
  <S>      <C>       <C>    <C>      <C>        <C>
   ITEM     ESTIMATED COM  FIXED FEE  AMOUNT     CATEGORY
   
SUB-TOTAL 9,346,395  5,560  654,245  10,006,200
   
   0012AA   760,704   462    53,234   814,400     O&MN
   0012AB   1,358,597 817    95,086   1,454,500   RDT&E
   0012AC   94,531    57     6,616    101,204     FMS
   0012AD   1,516,903 907    106,190  1,624,000   OPN
   0012AF   14,945    9      1,046    16,000      FMS
   0012AG   35,303    21     2,472    37,796      FMS
   0012AH   18,681    11     1,308    20,000      FMS
   0012AJ   18,681    11     1,308    20,000      FMS
   0012AK   23,351    14     1,635    25,000      FMS
   0012AL   84,064    50     5,886    90,000      FMS
   0012AM   42,032    25     2,943    45,000      FMS
   0012AN   42,032    25     2,943    45,000      FMS
   0012AP   82,196    49     5,755    88,000      SPAWAR/OPN
   0012AQ   240,053   144    16,803   257,000     DBOF
   0012AR   4,670     3      327      5,000       OTHER
   0012AS   102,695   67     7,188    109,950     OTHER/DBOF
SUB-TOTAL 4,439,438 2,672  310,740  4,752,850
SUB-TOTAL
TO DATE  13,785,833 8,232  964,985 14,759,050
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54585
                                        Modification P00151
                                        Page 5 of 7

<TABLE>
  <S>      <C>       <C>    <C>       <C>        <C>
   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
SUB
TOTAL    13,785,833 8,232  964,985  14,759,050
   
   0012AT   112,087   67     7,846     120,000    FMS
   0012AU   112,087   67     7,846     120,000    FMS
   0012AV   51,373    31     3,596     55,000     FMS
   0012AW   18,681    11     1,308     20,000     FMS
   0012AX   46,703    28     3,269     50,000     FMS
   0012AY   46,703    28     3,269     50,000     FMS
   0012AZ   18,681    11     1,308     20,000     FMS
   0012BA   4,670     3      327       5,000      FMS
   0012BB   168,130   101    11,769    180,000    FMS
   0013AA   233,520   145    16,335    250,000    OPN
   TOTAL    812,635   492    56,873    870,000
   
   0017AA   1,071,486 693    75,046    1,147,225  RDT&E
   0017AC   369,859   241    25,900    396,000    O&MN
   0017AD   1,499,061 962    104,977   1,605,000  OPN
   0017AE   1,821,483 1,171  127,546   1,950,200  SCN
   0017AF   46,700    31     3,269     50,000     OTHER
   0017AG   405,517   260    28,403    434,180    DBOF
   0017AH   36,613    23     2,564     39,200     FMS
   0017AJ   152,241   100    10,659    163,000    WPN
   0017AK   56,039    36     3,925     60,000     APN
   0017AL   70,050    47     4,903     75,000     O&MN
   TOTAL    5,529,049 3,564  387,192   5,919,805
   
   0022AA   819,101   524    57,375    877,000    RDT&E
   0022AB   0         0      0         0          FMS
   0022AC   348,375   223    24,402    373,000    O&MN
   0022AD   962,000   616    67,384    1,030,000  OPN
   0022AE   93,398    60     6,542     100,000    SCN
   0022AF   0         0      0         0          DBOF
   0022AG   34,557    22     2,421     37,000     WPN
   0022AH   0         0      0         0          APN
   TOTAL    2,257,431 1,445  158,124   2,417,000
SUB-TOTAL
TO DATE   22,384,948 13,733 1,567,174  23,965,855
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54585
                                        Modification P00151
                                        Page 6 of 7

<TABLE>
  <S>      <C>       <C>    <C>       <C>        <C>
   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
SUB
TOTAL    22,384,948 13,733 1,567,174  23,965,855
   
   0023AA   513,221   330    35,949    549,500    RDT&E
   0023AB   322,224   206    22,570    345,000    O&MN
   SUB
   TOTAL    835,445   536    58,519    894,500
   
   0024AA   0         0      0         0          RDT&E
   0024AB   37,359    24     2,617     40,000     O&MN
   0024AC   803,225   514    56,261    860,000    SCN
   0024AD   46,699    30     3,271     50,000     FMS
   SUB
   TOTAL    887,283   568    62,149    950,000
   
   0025AA   205,476   132    14,392    220,000    RDT&E
   0025AB   0         0      0         0          O&MN
   SUB
   TOTAL    205,476   132    14,392    220,000
   
   0026AA   216,682   139    15,179    232,000    RDT&E
   0026AB   359,527   285    25,188    385,000    SCN
   0026AC   91,997    59     6,444     98,500     OPN
   0026AD   800,423   512    56,065    857,000    O&MN
   0026AE   18,680    12     1,308     20,000     FMS
   0026AF   18,680    12     1,308     20,000     OTHER
   0026AG   58,374    37     4,089     62,500     DBOF
   0026AH   9,340     6      654       10,000     DOD-R&D
   SUB
   TOTAL    1,573,703 1,062  110,235   1,685,000
   
   0027     555,272   4,395  38,869    598,536
   SUB
   TOTAL    555,272   4,395  38,869    598,536
   
   0028AA   1,008,699 646    70,655    1,080,000  O&MN
   0028AB   1,418,716 909    99,375    1,519,000  RDT&E,N
   0028AC   798,552   513    55,935    855,000    SCN
   0028AD   1,428,991 916    100,093   1,530,000  OPN
   0028AE   0         0      0         0          WPN
   0028AF   0         0      0         0          APN
   0028AG   0         0      0         0          FMS
   0028AH   0         0      0         0          DBOF
   0028AJ   0         0      0         0          OTHER
   SUB
   TOTAL    4,654,958 2,984  326,058   4,984,000
   SUB
TOTAL TO
DATE     31,097,085 23,410  2,177,396  33,297,891
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54585
                                        Modification P00151
                                        Page 7 of 7

<TABLE>
  <S>      <C>       <C>    <C>        <C>         <C>
   ITEM     ESTIMATED COM    FIXED FEE  AMOUNT      CATEGORY
   SUB
   TOTAL    31,097,085       23,410     2,177,396   33,297,891
   
   0029AA   517,144   332    36,224     553,700     O&MN
   0029AB   630,435   405    44,160     675,000     RDT&E, N
   0029AC   999,360   641    69,999     1,070,000   SCN
   0029AD   65,379    42     4,579      70,000      OPN
   0029AE   0         0      0          0           WPN
   0029AF   0         0      0          0           APN
   0029AG   0         0      0          0           FMS
   0029AH   0         0      0          0           DBOF
   0029AJ   0         0      0          0           OTHER
   0029AK   37,359    24     2,617      40,000      DOD (R&D)
   TOTAL    2,249,677 1,444  157,579    2,408,700
   
   0030AA   857,396   548    60,055     917,999     O&MN
   0030AB   1,198,484 768    83,948     1,283,200   RDT&E,N
   0030AC   261,514   168    18,318     280,000     SCN
   0030AD   9,340     6      654        10,000      OPN
   0030AE   0         0      0          0           WPN
   0030AF   0         0      0          0           APN
   0030AG   0         0      0          0           FMS
   0030AH   0         0      0          0           DBOF
   0030AJ   0         0      0          0           OTHER
   TOTAL    2,326,734 1,490  162,975    2,491,199
SUB-TOTAL
TO DATE   35,673,496 26,344 2,497,950   38,197,790
</TABLE>

B.  Except as provided herein, all other terms and conditions of contract
N00024-90-C_5208 remain unchanged and in full force and effect.

<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00151
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT     REF       CLIN      SLIN     QTY     UNIT
C 0    NUMBER       ACRN
T D
  E
- ---------------------------------------------------------------------------

A      N0002496AF382M8        0030       AD

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

<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.     5. PAYING OFC      6. TYPE OF MOD.    7. TAC
      N0002496FR54585
      TI-96-X34
- ---------------------------------------------------------------------------

15.                         ACCOUNTING DATA                           16.
- ---------------------------------------------------------------------------
A.    B.       C.     D. OBJ  E.   BCN  F.  G.  H.   I.    J.     COST CODE
                       CLASS  
AC   APPROPRI-                
RN   ATION     SUBHEAD        PARM RM   SA  AAA TT   PAA  PROJ. UNIT MCC  PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ----------------------------------------------------------------------------
MX   1761810   82M8   000      SA  S3K  0  068342 2D 000000  M8084   000  0000

                                                       AMOUNT:     $10,000.00

THIS FUNDING EXPIRES ON 30 SEPTEMBER 1998

- ------------------------------------------------------------------------------
                                                        TOTAL:     $10,000.00
- ------------------------------------------------------------------------------
17. FINANCIAL MANAGER                             

/S/JAMES S. EGELAND
JAMES S. EGELAND, SEA 03KQ1
- ---------------------------------------------------------------------------
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                  04/18/96        IN AMOUNTS SHOWN IN COLUMN 16 ABOVE

18.  COMPTROLLER CLEARANCE

/S/ L.R. RUPP
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                                 <C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

         U                   1      35
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE    
    P00152                           SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
   N00024-95-NR-54777                           5-03K-54777
- ---------------------------------------------------------------------------
6. ISSUED BY CODE   N00024     7. ADMINISTERED BY (If other than Item 6)
                                                               CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                        DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                     1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                          111 W. HURON STREET
BUYER/SYMBOL:    LEE ARBAIZA CODE: SEA 0251A     BUFFALO, NY 14202
PHONE: Area Code (703) 602-8105, EXT. 617
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                       |(X)|9A. AMENDMENT OF SOLICITATION NO.
                                       |   |------------------------------------
CEC NO: 789995610                      |   |9B.  DATED (SEE ITEM 11)
                                       |   |
COMPTEK FEDERAL SYSTEMS, INC.          |   |------------------------------------
2732 TRANSIT ROAD                      |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224-2523                 |   |     ORDER NO.
                                       |   |     N00024-90-C-5208
                                       |   |------------------------------------
TIN NO: 16-1411419                     |   |  10B.  DATED (SEE ITEM 13)
- ---------------------------------------------------------------------------
                                       |   |        30 MARCH 1990
CODE OTTJ6   |  FACILITY CODE          |   |
- ---------------------------------------------------------------------------
     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED APPROPRIATION DATA SHEET(S)
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     |    OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |      MUTUAL AGREEMENT OF THE PARTIES
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [ ] is not, [X] is required to sign this
document and return 2 copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
     headings, including solicitation/contract subject
     matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)

      JAMES E. ERTEL
      CONTRACTS ADMINISTRATOR

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

      KIMBERLEY A. BEESON - LCDR, SC, USN
      CONTRACTING OFFICER
- ---------------------------------------------------------------------------
15B.  CONTRACTOR/OFFEROR    15C.  DATE SIGNED
      /S/JAMES E. ERTEL             04/11/96
      Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |
- ---------------------------------------------------------------------------
  (Signature of Contracting officer) |             5/16/96
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>
                                   N00024-90-C-5208
                                        Modification No. P00152
                                        Page 2 of 35

The purpose of this modification to Contract N00024-90-C-5208 is
to add new contract Items 0031AA-0031 AL, and Option Items 0032AA-
0032AJ and 0033AA-0033AJ (excluding any SUBCLINs ending in "AI")
to perform research and development reliability, maintainability
and quality engineering support.  Accordingly, said contract is
modified as follows:

1.   On the cover page of the contract, increase the total amount
  of the contract by $5,289,348 from $38,376,840 to $43,666,188.

2.   Under SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS, add
  the following Items:

<TABLE>
<CAPTION>
                                
                                
                           BASE PERIOD

<S>  <C>                   <C>       <C>         <C>        <C>
ITEM  SUPPLIES/SERVICES     EST. COST FIXED FEE   CPFF       MAN-HOURS
0031  Perform Research and, $4,051,372 $282,976  $4,334,348     102,988
      Development Reliability
      Maintainability and
      Quality Engineering
0031AAReliability,
      Maintainability and
      Quality Engineering
      (O&MN)
0031ABReliability,
      Maintainability and
      Quality Engineering for
      Research and Development
      (RDT&E)
0031ACU.S. Navy             $70,093     $4,907    $75,000    1,782
      shipbuilding/overhaul
      programs authorized for
      funding with SCN
      appropriations (SCN)
      (FY89)
0031ADU.S. Navy             $495,327    $34,673   $530,000   12,593
      shipbuilding/overhaul
      programs authorized for
      funding with SCN
      appropriations
      (SCN)(FY91)
0031AEU.S. Navy             $327,102    $22,898   $350,000   8,317
      shipbuilding/overhaul
      programs authorized for
      funding with SCN
      appropriations
      (SCN)(FY94)
0031AFReliability,
      Maintainability and
      Quality Engineering (OPN)
0031AGReliability,
      Maintainability and
      Quality Engineering (WPN)
0031AHReliability,
      Maintainability and
      Quality Engineering (APN)
0031AJResearch and Development
      Reliability,
      Maintainability
0031AKResearch and Development
      Reliability,
      Maintainability and
      Quality Engineering
      (DBOF)
0031ALReliability,
      Maintainability and
      Quality Engineering
      (OTHER)
TOTAL                       $4,943,896  $345,452  $5,289,348  125,680

</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        Modification No. P00152
                                        Page 3 of 35

                                     

<TABLE>
<CAPTION>
<S>     <C>                   <C>             <C>         <C>      <C>      
ITEM    SUPPLIES/SERVICES     EST. COST        FIXED FEE   CPFF     MAN-HOURS
0032    Perform Research and  $2,187,644       $152,818  $2,340,462   54,976
        Development
        Reliability,
        Maintainability and
        Quality Engineering
0032AA  Reliability,
        Maintainability and
        Quality Engineering
        (O&MN)
0032AB  Reliability,
        Maintainability and
        Quality Engineering
        for Research and
        Development (RDT&E)
0032AC  U.S. Navy
        shipbuilding/
        overhaul programs
        authorized for
        funding with SCN
        appropriations (SCN)
0032AD  Reliability,
        Maintainability and
        Quality Engineering
        (OPN)
0032AE  Reliability,
        Maintainability and
        Quality Engineering
        (WPN)
0032AF  Reliability,
        Maintainability and
        Quality Engineering
        (APN)
0032AG  Reliability,
        Maintainability and
        Quality Engineering
        (FMS)
0032AH  Reliability,
        Maintainability and
        Quality Engineering
        (DBOF)
0032AJ  Reliability,
        Maintainability and
        Quality Engineering
        (OTHER)
TOTAL                          $2,187,644      $152,818  $2,340,462   54,976

OPTION II
0033    Perform Research and   $2,187,644      $152,818  $2,340,462   54,976
        Development
        Reliability,
        Maintainability and
        Quality Engineering
0033AA  Reliability,
        Maintainability and
        Quality Engineering
        (O&MN)
0033AB  Reliability,
        Maintainability and
        Quality Engineering
        for Research and
        Development (RDT&E)
0033AC  U.S. Navy
        shipbuilding/
        overhaul programs
        authorized for
        funding with SCN
        appropriations (SCN)
0033AD  Reliability,
        Maintainability and
        Quality Engineering
        (OPN)
0033AE  Reliability,
        Maintainability and
        Quality Engineering
        (WPN)
0033AF  Reliability,
        Maintainability and
        Quality Engineering
        (APN)
0033AG  Reliability,
        Maintainability and
        Quality Engineering
        (FMS)
0033AH  Reliability,
        Maintainability and
        Quality Engineering
        (DBOF)
0033AJ  Reliability,
        Maintainability and
        Quality Engineering
        (OTHER)
TOTAL                         $2,187,644     $152,818  $2,340,462   54,976
</TABLE>
<PAGE>

                                        N00024-90-C-5208
Modification No. P00152
                                        Page 4 of 35

*SEE NOTE B

See "PAYMENT OF FEE(S) (LEVEL OF EFFORT) (NAVSEA)" below.

The clause entitled "LIMITATION OF COST" (FAR 52.232-20) or "LIMITATION OF
FUNDS" (FAR 52.232-22), as appropriate, shall apply separately and
independently to each separately identified estimated cost.

PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993)
(Applicable to Item(s) 0031, and Item(s) 0032 and 0033 if options are
exercised)

(a)  For purpose of this contract, "fee" means "target fee" in cost-plus-
  incentive-fee type contracts, "base fee" in cost-plus-award-fee type
  contracts, or "fixed fee" in cost-plus-fixed-fee type contracts for level
  of effort type contracts.

(b)  The Government shall make payments to the Contractor, subject to an in
  accordance with the clause in this contract entitled "FIXED FEE" (FAR
  52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable.  Such
  payments shall be equal to SEVEN percent (  7  ) %) of the allowable cost
  of each invoice submitted by and payable to the Contractor pursuant to the
  clause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR 52.216-
  7), subject to the withholding terms and conditions of the "FIXED FEE" or
  "INCENTIVE FEE" clause, as applicable (percentage of fee is based on fee
  dollars divided by estimated cost dollars, including facilities capital
  cost of money).  Total fee(s) paid to the Contractor shall not exceed the
  fee amount(s) set forth in this contract.

(c) The fee(s) specified in SECTION B, and payment thereof, is subject to
adjustment pursuant to paragraph (g) of the special contract requirement
entitled "LEVEL OF EFFORT."  If the fee(s) is reduced and the reduced
fee(s) is less than the sum of all fee payments made to the Contractor
under this contract, the Contractor shall repay the excess amount to the
Government.  If the final adjusted fee exceeds all fee payments made to the
contractor under this contract, the Contractor shall be paid the additional
amount, subject to the availability of funds.  In no event shall the
Government be required to pay the Contractor any amount in excess of the
funds obligated under this contract at the time of the discontinuance of
work.

(d)  Fee(s) withheld pursuant to the terms and conditions of this contract
  shall not be paid until the contract has been modified to reduce the fee(s)
  in accordance with the "LEVEL OF EFFORT: special contract requirement, or
  until the Procuring Contracting Officer has advised the paying office in
  writing that no fee adjustment is required.

TRAVEL COSTS - ALTERNATE I (NAVSEA) (FEB 1994)
(Applicable to Item(s) 0031, and Item(s) 0032 and 0033 if options are
exercised)

(a) Except as otherwise provided herein, the Contractor shall be reimbursed
for its reasonable actual travel costs in accordance with FAR 31.205-46.
The costs to be reimbursed shall be those costs accepted by the cognizant
DCAA.

<PAGE>


                                        N00024-90-C-5208
                                        Modification No. P00152
                                        Page 5 of 35

(b)  Reimbursable travel costs include only that travel performed from the
  Contractor's facility to the worksite, in and around the worksite, and from
  the worksite to the Contractor's facility.  Travel at U.S. Military
  Installations where Government transportation is available or travel
  performed for personal convenience, including daily travel to and from
  work, shall not be reimbursed hereunder.  Travel costs incurred in the
  replacement of personnel shall not be reimbursed by the Government when
  such replacement is accomplished for the Contractor's or employee's
  convenience.
(c)  The Contractor shall not be reimbursed for:

     (i)  relocation costs and travel costs incident to relocation as defined in
       FAR 31.205-35; and/or

     (ii)      daily local travel costs.

NAPS 5252.232-9001  SUBMISSION OF INVOICES (COST-REIMBURSEMENT, TIME-AND-
MATERIALS, LABOR-HOUR, OR FIXED PRICE INCENTIVE) (JUL 1992)
(Applicable to Item(s) 0031, and Item(2) 0032 and 0033 if options are
exercised)

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

(b)  The Contractor shall submit invoices and any necessary supporting
  documentation, in an original and 4 copies, to the contract auditor at the
  follow address:  TBD unless delivery orders are applicable, in which case
  invoices will be segregated by individual order and submitted to the
  address specified in the order.  In addition, an information copy shall be
  submitted to the Contracting Officer Representative (COR) identified in
  Section G.  Following verification, the contractor auditor will forward the
  invoice to the designated payment office for payment in the amount
  determined to be owing, in accordance with the applicable payment (and fee)
  clause(s) of this contract.
(c)  Invoices requesting interim payments shall be submitted no more than
  once every two weeks, unless another time period is specified in the
  Payments clause of this contract.  For indefinite delivery type contracts,
  interim payment invoices shall be submitted no more than once every two
  weeks for each delivery order.  There shall be a lapse of no more than 60
  calendar days between performance and submission of an interim payment
  invoice.

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

     (1)  Contract line item number (CLIN)
     (2)  Subline item number (SLIN)
(3)  Accounting Classification Reference Number (ACRN)


<PAGE>


                                        N00024-90-C-5208
                                        Modification No. P00152
                                        Page 6 of 35


(4)  Payment terms
(5)  Procuring activity
(6)  Date supplies provided or services performed
(7)  Costs incurred and allowable under the contract
(8)  Vessel (e.g., ship, submarine or other craft) or system which
supply/service is provided

(e)  A DD Form 250, "Material Inspection and Receiving Report",
     [ ] is required with each invoice submittal
     [ ] is required only with final invoices
     [X] is not required

(f)  A Certificate of Performance
     [X] shall be provided with each invoice submittal
     [ ] is not required

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

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

3.   Under SECTION C - DESCRIPTION/SPECIFICATION/WORK STATEMENT, add the
  following:

Item(s) 0031 AND (if options are exercised, 0032 and 0033) - Perform
quality assessment and measurement of technical engineering documentation
and equipment, conduct reviews and audits during all phases of the
acquisition process, perform system/cost effectiveness analysis; conduct
trade off studies; perform reliability, maintainability and quality (RM&Q)
assessment; and perform risk identification, ranking, and
avoidance/reduction subject to written Technical Instructions (TIs) issued
by the Contracting Officer's Representative (COR).


                    Item    Technical Man-hours
                    0031         125,680
                    0032          54,976
                    0033          54,976

<PAGE>


                                        N00024-90-C-5208
                                        Modification No. P00152
                                        Page 7 of 35

ITEM(S) 0031, 0032 AND 0033 (if options are exercised) - ENGINEERING
SERVICES (NAVSEA) (JUN 1992)

(a)  The Contractor shall furnish the services of qualified engineer(s) to:

     (1)  Assist in planning, installation, testing, checkout, adjustment,
       operation, disassembly, and repair of; and

     (2)  (APPLICABLE ONLY TO ITEM(S) 0031AB (RDT&E) (AND 0032AB AND 0033 AB, IF
       OPTIONS ARE EXERCISED) - Perform on-the-job instruction and training of
       Navy personnel (military and/or civilian).

     (3)  (APPLICABLE ONLY TO ITEM(S) 0031AC (SCN) (AND 0032AC AND 0033AC, IF
       OPTIONS ARE EXERCISED) - Provide systems engineering, design integration
       and testing support for the following ship class combat systems:  LHD
       (LHD 5, 6 and 7), DDG (DDG 61-82) and CVN (CVN 74, 75 and 76);

(b)  For purposes of this requirement, the following definitions apply:

     (1)  "Domestic services" means services rendered within the United States
     (U.S.) and/or on Navy vessels in ports within the U.S. or at sea, provided
     the vessel does not enter port outside the U.S.

     (2)  "Foreign services" means services other than domestic.

     (3)  "United States" means the United States, its possessions, Puerto Rico,
     and any other place subject to its jurisdiction, but does not include
     leased bases or trust territories.

     (4)  "Man day" means the services of one engineer for one day of eight
       hours, Monday through Friday (excluding holidays).

     (5)  "Holidays" means all Federally recognized holidays.
(c) The engineering services shall be performed within the limits, if any,
as to place(s) and period(s) specified therefore, as authorized by SEA-
0251.

(d)  When authorized under paragraph (c) above, each engineer shall perform
  engineering services in accordance with supplemental instructions provided
  by the Contract Administration Office (CAO) cognizant of vessel
  construction/conversion contract, a representative of the authorizing
  activity or a representative of the activity where the engineering services
  are performed, as applicable.  However, each engineer shall at all times be
  in the employ and under the direction and control of the Contractor and
  shall not be considered an employee of the Government.

(e)  Travel time necessary for performance of such services shall be
  included in computing the man days of service.  When services are performed
  at sea and the engineer(s) is unable to leave the vessel when work is
  completed, the remaining time aboard the vessel shall be considered travel
  time for purposes of computing the man days of services.  However, the
  Contractor shall be paid for no more than one man day of service per
  calendar day for each engineer while in travel status.

(f)  Passports, visas, inoculations and other medical requirements
  necessary for performance of engineering services shall be at the sole
  responsibility and expense of the Contractor.

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(g)  Each time services are performed, the engineer(s) shall obtain a
  certification of performance from a responsible U.S. Government official
  aboard the vessel or at the activity where the services were performed,
  citing tasks satisfactorily performed and hours worked each day.

(h)  The maximum liability of the Government for each engineering services
  item shall not exceed the amount set forth in the Schedule, or the amount
  obligated whichever is less.  If, at any time, the Contractor has reason to
  believe that the amounts it expects to incur in the performance of each
  engineering services item in the next succeeding sixty (60) days, when
  added to all amounts previously incurred, will exceed seventy-five percent
  (75%) of the amount then set forth in the Schedule; or if, at any time, the
  Contractor has reason to believe that the man days and/or amount for the
  full performance of each engineering services items will be greater than or
  substantially less than that set forth in the Schedule, the contractor
  shall notify the Contracting Officer in writing, giving its revised
  estimate of the man days and/or amount for the performance of said item.
  The Contractor shall not exceed the obligated amount for each engineering
  services item, unless and until such amount has been increased in writing
  by the Contracting Officer.

(i)  In the event the Government does not designate time(s) and place(s)
  sufficient for performance of the total quantity of engineering services
  set forth in the Schedule within the period(s) provided therefore, those
  services not furnished shall be deemed to be terminated for the convenience
  of the Government at no cost to the Government.  Such termination shall be
  evidenced by a written document signed by the Contracting Officer and
  mailed or otherwise furnished to the Contractor.

ITEM(S) 0031, 0032 AND 00355 (if options are exercised) - SUPPORT FOR
ENGINEERING SERVICES (NAVSEA) (JUN 1992)

(a)  The Contractor shall be reimbursed for its reasonable actual
  subsistence and transportation costs incurred in the performance of the
  related engineering services item(s) in accordance with FAR 31.205-46.  The
  costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

(b)  Overtime shall be performed as required by the using activity and to
  the extent AUTHORIZED by the applicable NAVSEA/DRPM/PEO code identified in
  Section C under Engineering Services.

(c) The maximum liability of the Government for each support item shall not
exceed the estimated amount set forth in the Schedule.  If, at any time,
the Contractor has reason to believe that the costs it expects to incur in
the performance of each support item in the next succeeding sixty (60)
days, when added to all costs previously incurred, will exceed seventy-five
percent (75%) of the amount then set forth in the Schedule; or if, at any
time, the Contractor has reason to believe that the costs to the Government
for the full performance of each support item will be greater than or
substantially less than the amount set forth in the Schedule, the
Contractor shall notify the Contracting Officer in writing, giving its
revised estimate of such costs for the performance of said item.  The
Contracting Officer may, upon receipt of such notice or whenever the
Contracting Officer considers it necessary, increase or further increase
the total estimated amount for the performance of each support item.  When
and to the extent the estimated amount for a support item has been so
increased, any amounts expended or

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incurred by the Contractor for performance in excess of the estimated
amount therefor prior to the increase, shall be paid or reimbursed to the
same extent as if expended or incurred after the increase.

ORDERING OF SERVICES FOR FLEET SUPPORT (NAVSEA) (SEP 1990)

(a)  Services to be furnished under this contract shall be requested by the
  Commander, Naval Sea Systems Command, SEA 03KF.  Each request shall be made
  in writing on Contracts Services Authority (NAVSEA Form 4350).  Any request
  by telephone or message shall be confirmed in writing on the above form.
  The Contractor shall proceed to provide the services as requested by SEA-
  0252.

(b)  A copy of the SEA 03KF service request shall be provided to the
  Administrative Contracting Officer.  The Administrative contracting
  Officer, upon receipt of the SEA-03KF service request shall prepare and
  issue a Delivery Order on DD Form 1155 to the Contractor confirming the
  service request.  Service requests may be issued under this contract during
  the period(s) of performance specified in SECTION F.

(c) All Delivery Orders issued hereunder are subject to the terms and
conditions of the contract.  The contract shall control in the event of
conflict with any delivery order.

(d)  Services requested on Saturday, Sunday and Holidays by the Fleets are
  to be furnished under this contract as requested by NAVSEASYSCOM (SEA-0251)
  and/or by the Fleet Liaison Office at the Naval Sea Systems Support
  Centers, San Diego, California (Telephone No. A/C 714-225-3535/225-3233)
  and Norfolk, Virginia (Telephone No. A/C 804-393-3731/393-7278).

(e)  Tasking Controls -

     (a)  Performance of the work hereunder shall be subject to the technical
       instructions of the COMNAVSEASYSCOM.  The technical instructions shall be
       signed by the Contracting Officer's Representative (COR) shown in the
       Contract Administration Data, Section-G, herein, technical instructions
       are defined to include the following:

        (1)  Directions to the contractor which redirect the contract effort,
        shift work emphasis between work areas or tasks, require pursuit of 
        certain lines of inquiry, fill in details or otherwise serve to 
        accomplish the contractual SOW.

        (2)  Guidelines to the contractor which assist in the interpretation of
        drawings, specifications or technical portions of work description.

     (b)  Technical Instructions must be within the scope of work stated in the
     contract.  Technical instructions may not be used to:  (I) assign
     additional work under the contract; (ii) increase or decrease the estimated
     contract cost; or (iii) change any of the terms, conditions or
     specification of the contract.  When, in the opinion of the Contractor, any
     technical instruction calls for effort outside the scope of the contract or
     inconsistent with this special provision, the Contractor shall notify the
     COR, in writing, within ten (10) working days after receipt of any such

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instruction.  The Contractor shall not proceed with the work affected by
the technical instruction under the Contractor is notified by the COR that
the technical instruction is within the scope of this clause.

(f)  Preparation and Processing of Technical Instructions -

     (1)  Technical Instructions will be recorded on NAVSEA Form 4280/6 and/or
       letter form with the required information.  The conditions specified in a
       technical inst. Shall be effective and work is authorized to commence 
       only upon the signature/approval and issuance of the technical instruc-
       tion by the COR, indicating that funds are available for the effort.

     (2)  Technical Instructions will contain sufficient details to assist the
       contractor in accomplishing the contractual statement of work, including
       but not necessarily limited to, the following:

        (a)  Specific line of inquiry to be pursued or specific work areas to be
        emphasized, clearly defining the relationship to the general scope of 
        work stated in the contract;

        (b)  Specific products (or data) to be furnished by the Contractor:

        (c) Product (or data) delivery dates;

          (d) Government-furnished information or computer program to be
          provided the Contractor for his use in accomplishing the effort;

          (e)  The Navy Task Engineer, who is the person(s) to whom the products
          will be delivered and who is directly responsible for reviewing the 
          quality of the product.

          (f)  The requirement for the Contractor to have available certain 
          equipment of a specialized nature, such as test measurement or
          recording devices.  Such equipment shall be identified in generic 
          terms, indicating quantities required, and whether Government-
          furnished or authorized for lease or rental by the Contractor.

          (g)  Estimated travel requirements, indicating purpose of travel,
          destinations, number of trips required, duration of each trip, number
          of persons per trip.

          (h)  The requirement for the Contractor to participate in a NAVSEA-
          scheduled formal In-Progress Review (IPR), is applicable.

          (i)  Start date of the effort;

          (j)  End date of the effort;

          (k)  Additional information of a historical or informative nature, 
          such as previous related Technical Instructions, Ship Alteration 
          (SHIPALT) numbers, etc.; and

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     (l)  A data delivery statement indicating points or locations for
     Government receipt of resulting data.

     (3)  Technical Instructions will normally be initiated by the designated
       Navy Technical Point of Contact (Task Engineer).  However, the Contractor
       may initiate and submit a recommended Technical Instruction to the
       Government for approval.  However, whether Government or contractor-
       initiated, all Technical Instructions will be prepared to the level of
       detail noted in paragraph (2) above.

     (4)  No Navy estimates for costs or work to be performed will be provided.
     In lieu thereof, the NAVSEA Form 4280/6's "NAVSEA Estimate" column will be
     annotated as follows:  "NO NAVSEA ESTIMATES WILL BE PROVIDED.  CONTRACTOR
     TO PROVIDE INITIAL ESTIMATES TO NAVSEA."

     (5)  The initiated Technical Instruction will be forwarded to the
     Contractor for his estimate of costs and acceptance.  Upon receipt of the
     Technical Instruction detailing the information outlines in paragraph (2),
     above, the Contractor shall (1) review the detailed effort requirements;
       (2) record in the appropriate columns his estimates of labor categories
       (engineering and support) and cost for labor (engineering and support,
       including overhead), travel and materials to complete the effort; and (3)
       if acceptable, date and indicate his acceptance by affixing an authorized
       signature (as defined in the contract) in the appropriate block.  The
       Contractor shall also provide a separate detailed break-out of these 
       costs similar to Attachment 1 - Contractor Estimated Funding Schedule, as
       a separate page of the Technical Instruction.  This detailed breakdown 
       shall show separate figures for different accounting cost centers, if 
       applicable. The direct labor categories shall be those defined in the 
       contract.

     (6)  Where the Contractor does not concur with one or more of the details
       of a Technical Instruction, it may or may not elect to indicate its
       acceptance.  In any event, the Contractor shall submit the original and
       two copies of the Technical Instruction to the COR and, if required, not
       any exceptions by means of his own format.

     (7)  Upon receipt and approval of the Contractor's man-day/hour labor
       categories and cost estimates, the COR will authorize work to begin by
       issuing the Contractor the authenticated Technical Instruction, indica-
       ting that funds are available for the effort.

     (8)  Compliance with the insufficient time or funds note, located at the
       bottom of NAVSEA Form 4280/6 and/or letter form with the required
       information, is mandatory.

     (9)  Not later than 30 days after the completion of the effort described in
       the Technical Instruction, the Contractor shall complete the "Con-
       tractor's Actual" column (reporting the actual costs, exclusive of 
       contract fee costs, to complete the effort), authenticate completion, 
       date and submit the original to the COR and a copy to the cognizant
       Administrative Contracting Officer (ACO) listed in SECTION G- CONTRACT 
       ADMINISTRATION DATA, herein.

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     Technical Instruction Amendments.  Amendments to technical
instructions may be authorized and issued by the COR to further clarify
task efforts, to require pursuit of additional line of inquiry, or to
modify funding, delivery schedule, and other existing technical instruction
requirements.  The Contractor may initiate recommendations for amendment to
existing technical instructions.  The conditions specified in an amendment,
whether Government or Contractor initiated, shall be effective only upon
signature approval and issuance of the amendment by the COR.  Amendments
shall be recorded on the forms specified in paragraph b. above.

4.   Under SECTION D - PACKAGING AND MARKING, add the following:

All unclassified data shall be prepared for shipment in accordance with
best commercial practice.

Classified reports, data, and documentation shall be prepared for shipment
in accordance with National Industrial Security Program Operating Manual
(NISPOM).

MARKING OF REPORTS (NAVSEA) (SEP 1990)

All reports delivered by the Contractor to the Government under this
contract shall prominently show on the cover of the report:

     (1)  name and business address of the Contractor
     (2)  contract number
(3)  contract dollar amount
(4)  whether the contract was competitively or non-competitively awarded
(5)  sponsor:

               (Name of Individual Sponsor)

               (Name of Requiring Activity)

               (City and State)

5.   Under SECTION E - INSPECTION AND ACCEPTANCE, add the following:

Item(s) 0031, 0032 AND 0033 (IF OPTIONS ARE EXERCISED) - Inspection and
acceptance shall be made by the Contracting Officer's Representative (COR)
or a designated representative of the Government.

All data shall be inspected and accepted by the COR via DD Form 250.  Item
15 of each DD Form 250 shall be annotated to show the CLIN and the
applicable Technical Instruction number.
CLAUSES INCORPORATED BY REFERENCE

FAR SOURCE          TITLE AND DATE


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52-246-3            INSPECTION OF SUPPLIES_COST
                    REIMBURSEMENT (APR 1984)

52.246-5            INSPECTION OF SERVICES_COST-
                    REIMBURSEMENT (APRIL 1984)

6.   SECTION F - DELIVERIES OR PERFORMANCE, add the following:

The Contractor shall perform the work as follows:

     (a)  under Items 0031AA, 0031AB, 0031AD, 0031AE, 0031AF, 0031AG, 0031AH,
       0031AJ, 0031AK, 0031AL described in SECTION C, at the level of effort
       specified in SECTION B from date of contract execution to 30 June 1996.

     (b)  For Item 0031AC (LHD-4), the contractor shall perform the work as
       described in SECTION C, at the level of effort specified in SECTION B 
       from date of contract execution to 31 May 1996.

     (c) If options are exercised, Items 0032 and 0033 shall be from the
date of contract execution to 30 September 1996 and 31 December 1996,
respectively.

All data to be furnished under this contract shall be delivered prepaid to
the destination(s) and at the time(s) specified on the Contract Data
Requirements List(s), DD Form 1423.

CLAUSES INCORPORATED BY REFERENCE

FAR SOURCE               TITLE AND DATE

52.242-15           STOP-WORK ORDER (AUG 1989) AND ALTERNATE I AND Alt I
                    (APR 1984)

52.247-65           F.O.B. ORIGIN, PREPAID FREIGHT_SMALL PACKAGE
                    SHIPMENTS (JAN 1991)

7.   Under SECTION G - CONTRACT ADMINISTRATION DATA, add the following:

(a)  Enter below the Contractor's address for receipt of payment if such
  address is different from the address shown on the SF 26 or SF 33, as
  applicable.

(b)  Enter below the address (street and number, city, county, state and
  zip code) of the Contractor's facility which will administer the contract
  is such address is different from the address shown on the SF 26 or SF 33,
  as applicable.
PURCHASING OFFICE REPRESENTATIVE:  COMMANDER
                              ATTN:  D. Lee Arbaiza, SEA 0251A
                              NAVAL SEA SYSTEMS COMMAND
                              2531 JEFFERSON DAVIS HWY
                              ARLINGTON, VA  22242-5160
                              Telephone No. 703/602-8105

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                              Telephone No. 703/602-2590

The Contractor shall forward a copy of all invoices to the Contracting
Officer's Representative.

8.   Under SECTION H - SPECIAL CONTRACT REQUIREMENTS, add the following:

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

(a)  DEPARTMENT - means the Department of the Navy.

(b)  REFERENCES TO THE FEDERAL ACQUISITION REGULATION (FAR) - All
  references to the FAR in this contract shall be deemed to al reference the
  appropriate sections of the Defense FAR Supplement (DFARS), unless clearly
  indicated otherwise.

(c) REFERENCES TO ARMED SERVICES PROCUREMENT REGULATION OR DEFENSE
ACQUISITION REGULATION - All references in this document to either the
Armed Services Procurement Regulation (ASPR) or the Defense Acquisition
Regulation (DAR) shall be deemed to be references to the appropriate
sections of the FAR/DFARS.

(d)  NATIONAL STOCK NUMBERS - Whenever the term Federal Item Identification
  Number and its acronym FIIN or the term Federal Stock Number and its
  acronym FSN appear in the contract, order or their cited specifications and
  standards, the terms and acronyms shall be interpreted as National Item
  Identification Number (NIIN) and the National Stock Number (NSN)
  respectively which shall be defined as follows:

     (1)  National Item Identification Number (NIIN).  The number assigned to
       each approved Item Identification under the Federal Cataloging Program.
       It consists of nine numeric characters, the first two of which are the
       National Codification Bureau (NCB) Code.  The remaining positions consist
       of a seven digit non-significant number.

     (2)  National Stock Number (NSN).  The National Stock Number (NSN) for an
       item of supply consists of the applicable four position Federal Supply
       Class (FSC) plus the applicable nine position NIIN assigned to the item 
       of supply.

NAVSEA 5252.232-9104  ALLOTMENT OF FUNDS (MAY 1993)

(a)  This contract is incrementally funded WITH RESPECT TO BOTH COST AND
  FEE.  The amount(s) presently available and allotted to this contract for
  payment of fee for incrementally funded contract line item number/contract
  subline item number (CLIN/SLIN), subject to the clause entitled "FIXED FEE"
  (FAR 52.216-8) or "INCENTIVE FEE" (FAR 52.216-20), as appropriate, is
  specified below.  The amount(s) presently available and allotted to this
  contract for payment of cost for incrementally funded CLINs/SLINs is set
  forth below.  As provided in the clause of this contract entitled
  "LIMITATION OF FUNDS" (FAR 52.232-22), the CLINs/SLINs covered thereby, and
  the period of performance for which it is estimated the allotted amount(s)
  will cover are as follows:

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entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE" (FAR 52.216-10), as
appropriate, is specified below.  The amount(s) presently available and
allotted to this contract for payment of cost for incrementally funded
CLINs/SLINs is set forth below.  As provided in the clause of this contract
entitled "LIMITATION OF FUNDS" (FAR 52.232-22), the CLINs/SLINs covered
thereby, and the period of performance for which it is estimated the
allotted amount(s) will cover are as follows:

                                                  PERIOD OF
  ITEM    ESTIMATED COST   FIXED FEE    CPFF     PERFORMANCE
  0031          $0           $0          $0

(b)  The parties contemplate that the Government will allot additional
  amounts to this contract from time to time for the incrementally funded
  CLINs/SLINs by unilateral contract modification, and any such modification
  shall state separately the amount(s) allotted for cost, the amount(s)
  allotted for fee, the CLINs/SLINs covered thereby, and the period of
  performance which the amount(s) are expected to cover.

(c) CLINs/SLINs 0031AC, 0031AD, 0031AE are fully funded and performance
under these CLINs/SLINs is subject to the clause of this contract entitled
"LIMITATION OF COST" (FAR 52.232-20) or "LIMITATION OF COST (FACILITIES)"
(FAR 52.232-21), as applicable.

(d)  The Contractor shall segregate costs for the performance of
  incrementally funded CLINs/SLINs from the costs of performance of fully
  funded CLINs/SLINs.

NAVSEA 5252.227-9113 GOVERNMENT-INDUSTRY DATA EXCHANGE
PROGRAM (JUL 1995)

(a)  The Contractor shall participate in the appropriate interchange of the
  Government-Industry Data Exchange Program (GIDEP) in accordance with NAVSEA
  S0300-BU-GYD-0010 dated November 1994.  Data entered is retained by the
  program and provided to qualified participants.  Compliance with this
  requirement shall not relieve the Contractor from complying with any other
  requirement of the contract.

(b)  The Contractor agrees to insert paragraph (a) of this requirement in
  any subcontract hereunder exceeding $500,000.00.  When so inserted, the
  word "Contractor" shall be changed to "Subcontractor".

NAVSEA 5252.216-9122  LEVEL OF EFFORT (JUL 1986)
(Applicable to Item(s) 0031, and Item(s) 0032 and 0033 if options are
exercised)

(a)  The Contractor agrees to provide the total level of effort specified
  in the next sentence in performance of the work described in Sections B and
  C of this contract.  The total level of effort for the performance of this
  contract shall be 288,000 total man-hours of direct labor, including
  subcontractor direct labor for those subcontractors specifically identified
  in the Contractor's proposal as having hours included in the proposed level
  of effort.

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effort.  If no effort is indicated in the first sentence of this paragraph,
uncompensated effort performed by the Contractor shall not be counted in
fulfillment of the level of effort obligations under this contract.

(c)  Effort performed in fulfilling the total level of effort obligations
  specified above shall only include effort performed in direct support of
  this contract and shall not include time and effort expended on such things
  as (local travel to and from an employee's usual work location),
  uncompensated effort while on travel status, truncated lunch periods, work
  (actual or inferred) at an employee's residence or other non-work
  locations, or other time and effort which does not have a specific and
  direct contribution to the tasks described in Section B and C.

(d)  The level of effort for this contract shall be expended at an average
  rate of approximately 40 hours per week.  It is understood and agreed that
  the rate of man-hours per month may fluctuate in pursuit of the technical
  objective, provided such fluctuation does not result in the use of the
  total man-hours of effort prior to the expiration of the term hereof,
  except as provided in the following paragraph.

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

(f)  The Contracting Officer may, by written order, direct the Contractor
  to accelerate the expenditure of direct labor such that the total man-hours
  of effort specified in paragraph (a) above would be used prior to the
  expiration of the term.  This order shall specify the acceleration required
  and the resulting revised term.  The Contractor shall acknowledge this
  order within five days of receipt.

(g)  If the total level of effort specified in paragraph (a) above is not
  provided by the Contractor during the period of this contract, the
  Contracting Officer, at its sole discretion, shall either (i) reduce the
  fee of this contract as follows:

          Fee Reduction = Fee (Required LOE - Expended LOE)
                         Required LOE

or (ii) subject to the provisions of the clause of this contract entitled
`LIMITATION OF COST' (FAR 52.232-20) or "LIMITATION OF COST (FACILITIES)"
(FAR 52.232-21), as applicable

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require the Contractor to continue to perform the work until the total
number of man-hours of direct labor specified in paragraph (a) above shall
have been expended, at no increase in the fee of this contract.

(h)  The Contractor shall provide and maintain an accounting system,
acceptable to the Administrative Contracting Officer and the Defense
Contract Audit Agency (DCAA), which collects costs incurred and effort
(compensated and uncompensated, if any) provided in fulfillment of the
level of effort obligations of this contract.  The Contractor shall
indicate on each invoice the total level of effort claimed during the
period covered by the invoice, separately identifying compensated effort
and uncompensated effort, if any.

(i)  Within 45 days after completion of the work under each separately
identified period of performance hereunder, the Contractor shall submit the
following information in writing to the Contracting Officer with copies to
the cognizant Contract Administration Office and to the DCAA office to
which vouchers are submitted: (1) the total number of man-hours of direct
labor expended during the applicable period; (2) a breakdown of this total
showing the number of man-hours expended in each direct labor
classification and associated direct and indirect costs; (3) a breakdown of
other costs incurred; and (4) the Contractor's estimate of the total
allowable cost incurred under the contract for the period.  Within 45 days
after completion of the work under the contract, the Contractor shall
submit, in addition, in the case of a cost underrun- (5) the amount by
which the estimated cost of this contract may be reduced to recover excess
funds and, in the case of an underrun in hours specified as the total level
of effort; and (6) a calculation of the appropriate fee reduction in
accordance with this clause.  All submissions shall include subcontractor
information.

(j)  Notwithstanding any of the provisions in the above paragraphs, the
Contractor may furnish man-hours up to five percent in excess of the total
man-hours specified in paragraph (a) above, provided that the additional
effort is furnished within the term hereof, and provided further that no
increase in the estimated cost or fee is required

NAVSEA 5252.237-9106 SUBSTITUTION OF PERSONNEL (SEP 1990)

(a)  The Contractor agrees that a partial basis for award of this contract
is the list of key personnel proposed.  Accordingly, the Contractor agrees
to assign to this contract those key persons whose resumes were submitted
with the proposal necessary to fulfill the requirements of the contract.
No substitution shall be made without prior notification to and concurrence
of the Contracting Officer in accordance with this requirement.

(b)  All proposed substitutes shall have qualifications equal to or higher
  than the qualifications of the person to be replaced.  The Contracting
  Officer shall be notified in writing of any proposed substitution at least
  forty-five (45) days, or ninety (90) days if a security clearance is to be
  obtained, in advance of the proposed substitution.  Such notification shall
  include: (1) an explanation of the circumstances necessitating the
  substitution; (2) a complete resume of the proposed substitute- and (3) any
  other information requested by the Contracting Officer to enable

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him/her to judge whether or not the Contractor is maintaining the same high
quality of personnel that provided the partial basis for award.

NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS (MAY 1993)

(a)  Performance of the work hereunder shall be subject to written
technical instructions signed by the Contracting Officer's Representative
specified in Section G of this contract.  As used herein, technical
instructions are defined to include the following:

   (1) Directions to the Contractor which suggest pursuit of certain lines
of inquiry, shift work emphasis, fill in details or otherwise serve to
accomplish the contractual statement of work.

   (2) Guidelines to the Contractor which assist in the interpretation of
drawings, specifications or technical portions of work description.

(b)  Technical instructions must be within the general scope of work stated
in the contract.  Technical instructions may not be used to: (1) assign
additional work under the contract; (2) direct a change as defined in the
"CHANGES" clause of this contract; (3) increase or decrease the contract
price or estimated contract amount (including fee), as applicable, the
level of effort, or the time required for contract performance; or (4)
change any of the terms, conditions or specifications of the contract.

(c)  If, in the opinion of the Contractor, any technical instruction calls
for effort outside the scope of the contract or is inconsistent with this
requirement, the Contractor shall notify the Contracting Officer in writing
within ten (10) working days after the receipt of any such instruction.
The Contractor shall not proceed with the work affected by the technical
instruction unless and until the Contractor is notified by the Contracting
Officer that the technical instruction is within the scope of this
contract.

(d)  Nothing in the foregoing paragraph shall be construed to excuse the
Contractor from performing that portion of the contractual work statement
which is not affected by the disputed technical instruction.


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                                        N00024-92-C-5208
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SECTION I - CONTRACT CLAUSES

SECTION I-I - CLAUSES INCORPORATED BY REFERENCE

I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:



FAR SOURCE                TITLE AND DATE
52.202-1          DEFINITIONS (OCT 1995)

52.203-3       GRATUITIES (APR 1984)

52.203-5       COVENANT AGAINST CONTINGENT FEES (APR 1984)

52.203-6       RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL
               1995), ALTERNATE I (OCT 1995)

52.203-7       ANTI-KICKBACK PROCEDURES (JUL 1995)

52.203-10      PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
               (SEP 1990)

52.203-12      LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
               TRANSACTIONS (JAN 1990) (Applies if this contract exceeds
               $100,000.)

52.203-13      PROCUREMENT INTEGRITY--SERVICE CONTRACTING (SEP 1990)

52.204-2       SECURITY REQUIREMENTS (APR 1984)

52.204-4       PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER (MAY 1995)

52.208-1       REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS (APR
               1984)

52.209-6       PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING
               WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR
               DEBARMENT (AUG 1995)

52.211-5       NEW MATERIAL (MAY 1995)

52.211-7       OTHER THAN NEW MATERIAL, RESIDUAL INVENTORY, AND FORMER
               GOVERNMENT SURPLUS PROPERTY (MAY 1995)

52.211-15      DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP 1990)

52.215-2       AUDIT--NEGOTIATION (OCT 1995)

52.215-22      PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT
               1995)

Cost-Reimbursement Supply - 04 MAR 96
Updated through FAC 90-36 and DAC 91-9

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                                        N00024-92-C-5208
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FAR SOURCE          TITLE AND DATE
52.215-23      PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA_
               MODIFICATIONS (OCT 1995)

52.215-24      SUBCONTRACTOR COST OR PRICING DATA (OCT 1995)

52.215-25      SUBCONTRACTOR COST OR PRICING DATA--MODIFICATIONS (OCT 1995)

52.215-27      TERMINATION OF DEFINED BENEFIT PENSION PLANS (SEP 1989)

52.215-33      ORDER OF PRECEDENCE (JAN 1986)

52.215-39      REVERSION OR ADJUSTMENT OF PLANS FOR POST-RETIREMENT
               BENEFITS OTHER THAN PENSIONS (PRB) (FEB 1995)

52.215-40      NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995)

52.216-7       ALLOWABLE COST AND PAYMENT (JUL 1991)

52.216-8       FIXED FEE (APR 1984)

52.219-8       UTILIZATION OF SMALL BUSINESS CONCERNS, SMALL DISADVANTAGED
               AND WOMEN-OWNED SMALL BUSINESS CONCERNS (OCT 1995)

52.219-9       SMALL BUSINESS, SMALL DISADVANTAGED AND WOMEN-OWNED SMALL
               BUSINESS SUBCONTRACTING PLAN (OCT 1995)

52.219-16      LIQUIDATED DAMAGES--SMALL BUSINESS SUBCONTRACTING PLAN (OCT
               1995)

52.222-1       NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (APR 1984)

52.222-3       CONVICT LABOR (APR 1984)

52.222-4       CONTRACT WORK HOURS AND SAFETY STANDARDS ACT_OVERTIME
               COMPENSATION (JUL 1995)

52.222-20      WALSH-HEALEY PUBLIC CONTRACTS ACT (APR 1984)

52.222-26      EQUAL OPPORTUNITY (APR 1984)

52.222-28      EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS (APR
               1984) (Applies if this contract is $1,000,000 or more.) (As
               used in the foregoing clause, the term "Contracting Officer"
               shall be deemed to mean the "Administrative Contracting
               Officer (ACO)".)

52.222-35      AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
               VETERANS (APR 1984)

52.222-36      AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)

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                                        N00024-92-C-5208
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FAR SOURCE          TITLE AND DATE
52.222-37      EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND
               VETERANS OF THE VIETNAM ERA (JAN 1988)

52.223-2       CLEAN AIR AND WATER (APR 1984)

52.223-6       DRUG-FREE WORKPLACE (JUL 1990)

52.223-11      OZONE-DEPLETING SUBSTANCES (MAY 1995)

52.223-12      REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (MAY 1995)

52.223-13      CERTIFICATION OF TOXIC CHEMICAL RELEASE REPORTING (OCT 1995)

52.223-14      TOXIC CHEMICAL RELEASE REPORTING (OCT 1995)

52.225-10      DUTY-FREE ENTRY (APR 1984) (Applies if this contract exceeds
               $100,000.)

52.225-11      RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (MAY 1992)

52.225-14      INCONSISTENCY BETWEEN ENGLISH VERSION AND TRANSLATION OF
               CONTRACT (AUG 1989)

52.225-17      BUY AMERICAN ACT--SUPPLIES UNDER EUROPEAN COMMUNITY
               AGREEMENT (MAY 1995)
               (Applies if this contract equals or exceeds $182,000.)

52.226-1       UTILIZATION OF INDIAN ORGANIZATIONS AND INDIAN-OWNED
               ECONOMIC ENTERPRISES (AUG 1991)

52.227-1       AUTHORIZATION AND CONSENT (JUL 1995) AND
and Alt I      ALTERNATE I (APR 1984)

52.227-2       NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT
               INFRINGEMENT (APR 1984)

52.227-10      FILING OF PATENT APPLICATIONS--CLASSIFIED SUBJECT MATTER
               (APR 1984)

52.227-12      PATENT RIGHTS--RETENTION BY THE CONTRACTOR (LONG FORM) (JUN
               1989)

52.228-7       INSURANCE--LIABILITY TO THIRD PERSONS (APR 1984)

52.230-2       COST ACCOUNTING STANDARDS (AUG 1992)

52.230-3       DISCLOSURE AND CONSISTENCY OF COST ACCOUNTING PRACTICES (NOV
               1993)

52.230-5       ADMINISTRATION OF COST ACCOUNTING STANDARDS (FEB 1995)


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                                        N00024-92-C-5208
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FAR SOURCE               TITLE AND DATE
52.231-1       INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE PRODUCTION ACT
               TITLE III (FEB 1995)

52.232-9       LIMITATION ON WITHHOLDING OF PATENTS (APR 1984)

52.232-17      INTEREST (JAN 1991)

52.232-20      LIMITATION OF COST (APR 1984) (Applies if this contract
               contains fully funded line items.)

52.232-22      LIMITATION OF FUNDS (APR 1984) (Applies if this contract
               contains incrementally funded line items.)

52.232-23      ASSIGNMENT OF CLAIMS (JAN 1986)

52.232-25      PROMPT PAYMENT (MAR 1994)

52.232-28      ELECTRONIC FUNDS TRANSFER PAYMENT METHODS (APR 1989)

52.233-1       DISPUTES (OCT 1995) AND ALTERNATE I (DEC 1991)
and Alt I

52.233-3       PROTEST AFTER AWARD (OCT 1995) AND ALTERNATE I (JUN 1985)
and Alt I

52.237-3            CONTINUITY OF SERVICES (JAN 1991)

52.237-8            RESTRICTION ON SEVERANCE PATENTS TO FOREIGN NATIONALS
                    (OCT 1995)

52.242-1            NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

52.242-3            PENALTIES FOR UNALLOWABLE COSTS (OCT 1995)

52.242-4            CERTIFICATION OF INDIRECT COSTS (OCT 1995)

52.242-10           F.O.B. ORIGIN--GOVERNMENT BILLS OF LADING OR PREPAID
                    POSTAGE (APR 1984)

52.242-11           F.O.B. ORIGIN_GOVERNMENT BILLS OF LADING OR PREPAID MAIL
                    (FEB 1993)

52.242-12           REPORT OF SHIPMENT (REPSHIP) (JUL 1995)

52.242-13           BANKRUPTCY (JUL 1995)


52.243-2            CHANGES_COST-REIMBURSEMENT (AUG 1987) AND
and Alt 11          ALTERNATE II (APR 1984)

52.243-6            CHANGE ORDER ACCOUNTING (APR 1984)

FAR SOURCE          TITLE AND DATE



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                                        N00024-92-C-5208
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52.244-2       SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS (FEB
               1995) AND ALTERNATE I (JUL 1995)

52.244-5       COMPETITION IN SUBCONTRACTING (APR 1984)

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

52.245-5       GOVERNMENT  PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL,
               OR LABOR-HOUR CONTRACTS) (JAN 1986)

52.246-23      LIMITATION OF LIABILITY (APR 1984)

52.246-24      LIMITATION OF LIABILITY--HIGH VALUE ITEMS (APR 1984)

52.246-25      LIMITATION OF LIABILITY--SERVICES (APR 1984)

52.247-1       COMMERCIAL BILL OF LADING NOTATIONS (APR 1984)

52.248-1       VALUE  ENGINEERING  (MAR  1989) (Applies  if  this  contract
               equals or exceeds $100.000.)

52.249-6       TERMINATION (COST-REIMBURSEMENT) (MAY 1986)

52.249-14      EXCUSABLE DELAYS (APR 1984)
52.251-1       GOVERNMENT SUPPLY SOURCES (APR 1984)

52.253-1       COMPUTER GENERATED FORMS (JAN 1991)



<PAGE>

                                        N00024-92-C-5208
                                        Modification No. P00152
                                        Page 24 of 35

II. DEFENSE FAR SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES:

DFARS SOURCE             TITLE AND DATE
252.201-7000   CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991)
               (Applies if this contract requires a Contracting
               Officer's Representative (COR).)

252.203-7000  STATUTORY PROHIBITIONS ON COMPENSATION TO FORMER DEPARTMENT OF  
              DEFENSE EMPLOYEES (NOV 1995) (Applies if this contract exceeds 
              $100,000.)

252.203-7001  SPECIAL PROHIBITION ON EMPLOYMENT (NOV 1995)

252.203-7002  DISPLAY OF DOD HOTLINE POSTER (DEC 1991)
              (Applies if this contract exceeds $5,000,000.)

252.204-7000  DISCLOSURE OF INFORMATION (DEC 1991)

252.204-7003  CONTROL OF GOVERNMENT PERSONNEL WORK PRODUCT (APR 1992)

252.205-7000  PROVISION OF INFORMATION TO COOPERATIVE AGREEMENT HOLDERS 
              (DEC 1991) (Applies if this contract exceeds $500,000.)

252.209-7000  ACQUISITION FROM SUBCONTRACTORS SUBJECT TO ON-SITE INSPECTION 
              UNDER THE INTERMEDIATE-RANGE NUCLEAR FORCES (INF) TREATY 
              (NOV 1995)

252.209-7004  REPORTING OF COMMERCIAL TRANSACTIONS WITH THE GOVERNMENT OF A 
              TERRORIST COUNTRY (SEP 1994)

252.211-7000  ACQUISITION STREAMLINING (DEC 1991)

252.215-7000  PRICING ADJUSTMENTS (DEC 1991)

252.215-7001  AVAILABILITY OF CONTRACTOR RECORDS (DEC 1991)

252.215-7002  COST ESTIMATING SYSTEM REQUIREMENTS (DEC 1991)

252.219-7003  SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS
              SUBCONTRACTING PLAN (DoD CONTRACTS) (NOV 1995)

252.222-7001  RIGHT OF FIRST REFUSAL OF EMPLOYMENT--CLOSURE OF MILITARY 
              INSTALLATIONS (APR 1993)

252.223-7004  DRUG-FREE WORK FORCE (SEP 1988)

252.225-7001  BUY AMERICAN ACT AND BALANCE OF PAYMENTS PROGRAM (JAN 1994)

252.225-7002   QUALIFYING COUNTRY SOURCES AS SUBCONTRACTORS (DEC 1991)

252.225-7009   DUTY-FREE ENTRY--QUALIFYING COUNTRY END PRODUCTS AND SUPPLIES
               (DEC 1991)

252.225-7010   DUTY-FREE ENTRY-ADDITIONAL PROVISIONS (DEC 1991)

DFARS SOURCE        TITLE AND DATE


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                                        N00024-92-C-5208
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252.225-7012   PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (NOV 1995)

252.225-7014   PREFERENCE FOR DOMESTIC SPECIALTY METALS (NOV
and Alt I      1995) AND ALTERNATE I (DEC 1991)

252.225-7015   PREFERENCE FOR DOMESTIC HAND OR MEASURING TOOLS (DEC 1991)

252.225-7016   RESTRICTION ON ACQUISITION OF ANTIFRICTION BEARINGS (NOV 1995)

252.225-7017   PREFERENCE FOR UNITED STATES AND CANADIAN VALVES AND MACHINE
               TOOLS (APR 1995)

252.225-7022   RESTRICTION ON ACQUISITION OF POLYACRYL-ONITRILE (PAN) BASED 
               CARBON FIBER (DEC 1991)

252.225-7025   FOREIGN SOURCE RESTRICTIONS (APR 1993)

252.225-7026   REPORTING OF CONTRACT PERFORMANCE OUTSIDE THE UNITED STATES 
               (NOV 1995) (Applies if this contract exceeds $500,000 or is 
               modified to exceed $500,000.)

252.225-7028   EXCLUSIONARY POLICIES AND PRACTICES OF FOREIGN GOVERNMENTS
               (DEC 1991)

252.225-7031   SECONDARY ARAB BOYCOTT OF ISRAEL (JUN 1992)

252.225-7034   RESTRICTION ON ACQUISITION OF COAL PETROLEUM PITCH CARBON
               FIBER (MAY 1994)

252.227-7013   RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE (NOV 1995)

252.227-7014   RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL 
               COMPUTER SOFTWARE DOCUMENTATION (JUN 1995)

252.227-7016   RIGHTS IN BID OR PROPOSAL INFORMATION (JUN 1995)

252.227-7017   IDENTIFICATION AND ASSERTION OF USE, RELEASE OR DISCLOSURE
               RESTRICTIONS (JUN 1995)

252.227-7019   VALIDATION OF ASSERTED RESTRICTIONS--COMPUTER SOFTWARE 1995)

252.227-7025   LIMITATIONS ON USE OR DISCLOSURE OF GOVERNMENT FURNISHED 
               INFORMATION MARKED WITH RESTRICTIVE LEGENDS (JUN 1995)

252.227-7027   DEFERRED ORDERING OF TECHNICAL DATA AND COMPUTER SOFTWARE
               (OCT 1988)

252.227-7030   TECHNICAL DATA--WITHHOLDING OF PAYMENT (OCT 1988)

252.227-7031   DATA REQUIREMENTS (OCT 1988)

DFARS SOURCE   TITLE AND DATE

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                                        N00024-92-C-5208
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252.227-7037   VALIDATION OF RESTRICTIVE MARKINGS ON TECHNICAL DATA (NOV
               1995)

252.231-7000   SUPPLEMENTAL COST PRINCIPLES (DEC 1991)

252.232-7006   REDUCTION OR SUSPENSION OF CONTRACT PAYMENTS UPON FINDING OF
               FRAUD (AUG 1992)

252.233-7000   CERTIFICATION OF CLAIMS AND REQUESTS FOR ADJUSTMENT OR
               RELIEF (MAY 1994)

252.242-7000   POSTAWARD CONFERENCE (DEC 1991)

252.242-7003   APPLICATION FOR U.S. GOVERNMENT SHIPPING
               DOCUMENTATION/INSTRUCTIONS (DEC 1991)

252.242-7004   MATERIAL MANAGEMENT AND ACCOUNTING SYSTEM (DEC 1991)
               (Applies if this contract exceeds $25,000, unless it is set
               aside exclusively for a small business or small
               disadvantaged business concern.)

252.245-7001   REPORTS OF GOVERNMENT PROPERTY (MAY 1994)

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

252.249-7001   NOTIFICATION OF SUBSTANTIAL IMPACT ON EMPLOYMENT (DEC  1991)
               (Applies if this contract equals or exceeds $5 million.)

252.249-7002   NOTIFICATION  OF PROPOSED PROGRAM TERMINATION  OR  REDUCTION
               (MAY 1995)

252.251-7000   ORDERING FROM GOVERNMENT SUPPLY SOURCES (MAY 1995)


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                                        N00024-92-C-5208
                                        Modification No. P00152
                                        Page 27 of 35

9. Under SECTION 1-2 - CLAUSES INCORPORATED IN FULL TEXT, add the
   following:

FAR 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY--
MODIFICATION (SEP 1995)

(a) Definitions.  The definitions set forth in FAR 3.104-4 are hereby
    incorporated in this clause.

(b) The Contractor agrees that it will execute the certification set forth
    in paragraph (c) of this clause when requested by the Contracting
    Officer in connection with the execution of any modification of this
    contract.

(c)  Certification.  As required in paragraph (b) of this clause, the
officer or employee responsible for the modification proposal shall execute
the following certification.  The certification in paragraph (c)(2) of this
clause is not required for a modification which procures commercial items.

CERTIFICATE OF PROCUREMENT INTEGRITY--MODIFICATION (NOV 1990)

    (1) 1,                   (Name of certifier), am the officer or
    employee responsible for the preparation of this modification proposal
    and hereby certify that, to the best of my knowledge and belief with
    the exception of any information described in this certification, I
    have no information concerning a violation or possible violation of
    subsection 27(a), (b), (d), or (f) of the Office of Federal Procurement
    Policy Act, as amended* (41 U.S.C. 423), (hereinafter referred to as
    "the Act"), as implemented in the FAR, occurring during the conduct of
    this procurement (Contract and modification number).

     (2)  As required by subsection 27(e)(1)(B) of the Act, I further
        certify that to the best of my knowledge  and belief, each officer,
        employee, agent, representative, and consultant of
        (Name of Offeror) who has participated personally and substantially
        in the preparation or submission of this proposal has certified
        that he or she is familiar with, and will comply with, the
        requirements of subsection 27(a) of the Act, as implemented in the
        FAR, and will report immediately to me any information concerning a
        violation or possible violation of subsections 27(a), (b), (d), or
        (f) of the Act, as implemented in the FAR, pertaining to this
        procurement.

   (3) Violations or possible violations: (Continue on plain bond paper if
necessary and label Certificate of Procurement Integrity--Modification
(Continuation Sheet), ENTER "NONE" IF NONE EXISTS)

(Signature of the officer or employee responsible for the modification
proposal and date)

(Typed name of the officer or employee responsible for the modification
proposal)


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                                        N00024-92-C-5208
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*Subsections 27(a), (b), and (d) are effective on December 1, 1990.
Subsection 27(f) is effective on June 1, 1991.

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

                          (End of certification)

(d)  In making the certification in paragraph (2) of the certificate, the
officer or employee of the competing Contractor responsible for the offer
or bid, may rely upon a one-time certification from each individual
required to submit a certification to the competing Contractor,
supplemented by periodic training.  These certifications shall be obtained
at the earliest possible date after an individual required to certify
begins employment or association with the contractor.  If a Contractor
decides to rely on a certification executed prior to the suspension of
section 27 (i.e., prior to December 1, 1989), the Contractor shall ensure
that an individual who has so certified is notified that section 27 has
been reinstated.  These certifications shall be maintained by the
Contractor for a period of 6 years from the date a certifying employee's
employment with the company ends or, for an agency, representative, or
consultant, 6 years from the date such individual ceases to act on behalf
of the contractor.

(e) The certification required by paragraph (c) of this clause is a
material representation of fact upon which reliance will be placed in
executing this modification.

FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989)
(NAVSEA VARIATION) (FEB 1994)

(a)  The Government may extend the term of the contract by written
notice(s) to the Contractor within the period(s) specified below.  If more
than one option exists, each option is independent of any other option, and
the Government has the right to unilaterally exercise any such option
whether or not it has exercised other options.


ITEM(S)             LATEST OPTION EXERCISE DATE
0032                1 July 1996
0033                1 October 1996

(b)  If the Government exercises this option, the extended contract shall
be considered to include this option clause.
(c)  The total duration of this contract, including the exercise of any
  option(s) under this clause, shall not exceed five (5) years, however, in
  accordance with paragraph (g) of the requirement of this contract entitled
  "LEVEL OF EFFORT" (NAVSEA 5252.216-9122), if the total manhours delineated
  in paragraph (a) of the LEVEL OF EFFORT requirement, have not been expended
  within the period specified above, the Government may require the
  Contractor to continue to


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                                        N00024-92-C-5208
                                        Modification No. P00152
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perform the work until the total number of manhours specified in paragraph
(a) of the aforementioned requirement have been expended.

FAR 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime
premium cost does not exceed zero dollars or the overtime premium is paid
for work--

   (1) Necessary to cope with emergencies such as those resulting from
accidents, natural disasters, breakdowns of production equipment, or
occasional production bottlenecks of a sporadic nature;

   (2) By indirect-labor employees such as those performing duties in
connection with administration, protection, transportation, maintenance,
standby plant protection, operation of utilities, or accounting;

   (3) To perform tests, industrial processes, laboratory procedures,
loading or unloading of transportation conveyances, and operations in
flight or afloat that are continuous in nature and cannot reasonably be
interrupted or completed otherwise- or

    (4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount
specified above shall include all estimated overtime for contract
completion and shall--

   (1) Identify the work unit; e.g., department or section in which the
requested overtime will be used, together with present workload, staffing,
and other data of the affected unit sufficient to permit the Contracting
Officer to evaluate the necessity for the overtime;

   (2) Demonstrate the effect that denial of the request will have on the
contract delivery or performance schedule;

   (3) Identify the extent to which approval of overtime would affect the
performance or payments in connection with other Government contracts,
together with identification of each effected contract- and

   (4) Provide reasons why the required work cannot be performed by using
multishift operations or by employing additional personnel.

FAR 52.244-2 SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS) (FEB
1995)

(a) "Subcontract," as used in this clause, includes but is not limited to
purchase orders, and changes and modifications to purchase orders.  The
Contractor shall notify the Contracting Officer reasonably in advance of
entering into any subcontract if--

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                                        N00024-92-C-5208
                                        Modification No. P00152
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   (1) The proposed subcontract is of the cost-reimbursement, time-and-
materials, or labor-hour type;

   (2) The proposed subcontract is fixed-price and exceeds either $25,000
or 5 percent of the total estimated cost of this contract;

   (3) The proposed subcontract has experimental, developmental, or
research work as one of its purposes;

   (4) This contract is not a facilities contract and the proposed
subcontract provides for the fabrication, purchase, rental, installation,
or other acquisition of special test equipment valued in excess of $10,000
or of any items of facilities.

(b)(1) In the case of a proposed subcontract that (i) is of the cost-
reimbursement, time-and-materials, or labor-hour type and is estimated to
exceed $10,000, including any fee, (ii) is proposed to exceed $100,000, or
(iii) is one of a number of subcontracts with a single subcontractor, under
this contract, for the same or related supplies or services that, in the
aggregate, are expected to exceed $100,000, the advance notification
required by paragraph (a) above shall include the information specified in
subparagraph (2) below.

    (2)   (i) A description of the supplies or service to be subcontracted;

         (ii) Identification of the type of subcontract to be used;

         (iii) Identification of the proposed subcontractor and an explanation
           of why and how the proposed subcontractor was selected, including the
           competition obtained;

         (iv) The proposed subcontract price and the Contractor's cost or price
           analysis;

(v)  The subcontractor's current, complete, and accurate cost or pricing
data and Certificate of Current Cost or Pricing Data, if required by other
contract provisions-,
(vi)      The subcontractor's Disclosure Statement or Certificate relating
to Cost Accounting Standards when such data are required by other
provisions of this contract- and
(vii)     A negotiation memorandum reflecting--

   (A) The principal elements of the subcontract price negotiations;

   (B)  The most significant considerations controlling establishment of
     initial or revised prices;
   (C)  The reason cost or pricing data were or were not required;


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                                        N00024-92-C-5208
                                        Modification No. P00152
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     (D) The extent, if any, to which the Contractor did not rely on the
subcontractor's cost or pricing data in determining the price objective and
in negotiating the final price;

      (E) The extent, if any, to which it was recognized in the negotiation
that the subcontractor's cost or pricing data were not accurate, complete,
or current, the action taken by the Contractor and subcontractor; and the
effect of any such defective data on the total price negotiated,

      (F) The reasons for any significant difference between the
Contractor's price objective and the price negotiated; and

       (G)     A complete explanation of the incentive fee or profit plan
when incentives are used.  The explanation shall identify each critical
performance element, management decisions used to quantify each incentive
element, reasons for the incentives, and summary of all trade-off
possibilities considered.

(c) The Contractor shall obtain the Contracting Officer's written consent
before placing any subcontract for which advance notification is required
under paragraph (a) above.  However, the Contracting Officer may ratify in
writing any such subcontract.  Ratification shall constitute the consent of
the Contracting Officer.

(d) If the Contractor has an approved purchasing system and the subcontract
is within the scope of such approval, the Contractor may enter into the
subcontracts described in subparagraphs (a)(1) and (a)(2) of this clause
without the consent of the Contracting Officer.

(e) Even if the Contractor's purchasing system has been approved, the
Contractor shall contain the Contracting Officer's written consent before
placing subcontracts identified below:

(f) Unless the consent or approval specifically provides otherwise, neither
consent by the Contracting Officer to any subcontract nor approval of the
Contractor's purchasing system shall constitute a determination (1) of the
acceptability of any subcontract terms or conditions, (2) of the
acceptability of any subcontract price or of any amount paid under any
subcontract, or (3) to relieve the Contractor of any responsibility for
performing this contract.

(g) No subcontract placed under this contract shall provide for payment on
a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-
reimbursement subcontracts shall not exceed the fee limitations in
subsection 15.903(d) of the Federal Acquisition Regulation (FAR).

(h) The Contractor shall give the Contracting Officer immediate written
notice of any action or suit filed and prompt notice of any claim made
against the Contractor by any subcontractor or vendor that, in the opinion
of the Contractor, may result in litigation related in any way to this
contract, with respect to which the Government may be entitled to
reimbursement from the Government.


<PAGE>


                                        N00024-92-C-5208
                                        Modification No. P00152
                                        Page 32 of 35

(i)(1) The Contractor shall insert in each price redetermination or
incentive price revision subcontract under this contract the substance of
the paragraph "Quarterly limitation on payments statement" of the clause at
52.216-5, Price Redetermination--Prospective, 52.216-6, Price
Redetermination--Retroactive, 52.216-16 Incentive Price Revision--Firm
Target, or 52.216-17, Incentive Price Revision--Successive Targets, as
appropriate, modified in accordance with the paragraph entitled
"Subcontracts" of that clause.

   (2) Additionally, the Contractor shall include in each cost-
reimbursement subcontract under this contract a requirement that the
subcontractor insert the substance of the appropriate modified subparagraph
referred to in subparagraph (1) above in each lower tier price
redetermination or incentive price revision subcontract under that
subcontract.

(j) To facilitate small business participation in subcontracting, the
Contractor agrees to provide progress payments on subcontracts under this
contract that are fixed-price subcontracts with small business concerns in
conformity with the standards for customary progress payments stated in FAR
32.502-1 and 32.504(f), as in effect on the date of this contract.  The
Contractor further agrees that the need for such progress payments will not
be considered a handicap or adverse factor in the award of subcontracts.

(k) The Government reserves the right to review the Contractor's purchasing
system as set forth in FAR Subpart 44.3.

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

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

FAR 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

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

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

DFARS 252.225-7008 SUPPLIES TO BE ACCORDED DUTY-FREE ENTRY (DEC 1991)

In accordance with paragraph (a) of the Duty-Free Entry clause and/or
paragraph (b) of the Duty-Free Entry--Qualifying Country End Products and
Supplies clause of this contract, the following supplies are accorded duty-
free entry:                             None



<PAGE>


                                        N00024-92-C-5208
                                        Modification No. P00152
                                        Page 33 of 35


DFARS 252.225-7011 RESTRICTION ON ACQUISITION OF SUPERCOMPUTERS (JUL 1995)



The Contractor agrees that any supercomputers furnished under this contract
have been manufactured in the United States.

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

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

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

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

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

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

    (5) "Subcontractor" means a supplier, materialman, distributor, or
vendor at any level below the prime contractor whose contractual obligation
to perform results from, or is conditioned upon, award of the price
contract and who is performing any part of the work or other requirement of
the prime contract.

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

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

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

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

(b)  The Contractor shall employ U.S.-flag vessels in the transportation by
  sea of any supplies to be furnished in the performance of this contract.
  The Contractor and its subcontractors may


<PAGE>


                                        N00024-92-C-5208
                                        Modification No. P00152
                                        Page 34 of 35

request that the Contracting Officer authorize shipment in foreign-flag
vessels, or designate available U.S. -flag vessels, if the Contractor or a
subcontractor believes that--

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

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

    (3) Freight charges are higher than charges to private persons for
        transportation of like goods.

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

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

    (2) Required shipping date,

    (3) Special handling and discharge requirements;

    (4) Loading and discharge points;

    (5) Name of shipper and consignee;

    (6) Prime contract number- and

    (7) A documented description of efforts made to secure U.S. -flag
        vessels, including points of contact (with names and telephone
        numbers) with at least two (2) U.S.-flag carriers contacted.
        Copies of telephone notes, telegraphic and facsimile messages or
        letters will be sufficient for this purpose.

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

    (1) Prime contract number;
    (2) Name of vessel;
    (3) Vessel flag of registry;
   (4)  Date of loading;


<PAGE>


                                        N00024-92-C-5208
                                        Modification No. P00152
                                        Page 35 of 35

    (5) Port of loading;
    (6) Port of final discharge;
    (7) Description of commodity;
    (8) Gross weight in pounds and cubic feet if available;
    (9) Total ocean freight in U.S. dollars, and
   (10) Name of the steamship company.

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

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

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

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

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

     ITEM                   CONTRACT
     DESCRIPTION            LINE ITEMS       QUANTITY

                                  TOTAL:

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

(g)  The Contractor shall include this clause, including this paragraph
(g), in all subcontracts under this contract, which exceed the small
purchase limitation of section 13.000 of the Federal Acquisition
Regulation.

10. Funds in the amount of $955,000 are hereby provided as reflected on the
    attached Financial Accounting Data Sheet.

11. Except as modified herein, all other terms and conditions of the
contract remain unchanged and in full force and effect.


<PAGE>


<TABLE>
<S>                     <C>



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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00152
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT     REF       CLIN      SLIN      QTY    UNIT
C 0    NUMBER       ACRN
T D
  E
- ---------------------------------------------------------------------------
     N0002489PD77501           0031      AC

        (LHD 4)

     N0002491PD77007           0031      AD

        (LHD 5)

     N0002494PD77027           0031      HM
- ---------------------------------------------------------------------------

<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.     5. PAYING OFC      6. TYPE OF MOD.   7. TAC
      N0002495NR5477
      TI-96-X15
- ---------------------------------------------------------------------------

15.                          ACCOUNTING DATA                            16.
- ---------------------------------------------------------------------------
A.    B.       C.      D. OBJ E.   BCN  F.  G.  H.  I.   J.     COST CODE
                        CLASS
AC   APPROPRI-                
RN   ATION     SUBHEAD        PARM RM  SA  AAA  TT  PAA PROJ. UNIT MCC  PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
EN   1791611   8386     000    WB WCL  0  068342 2D 000000  21808  429  0140

                                                       AMOUNT:   $ 75,000.00

EP   1711611   8386     000    WB WCL  0  068342 2D 000000  21879  429  0010

                                                       AMOUNT:   $450,000.00

HM   1741611   8386     000    WB WCL  0  068342 2D 000000  22202  4SE  001H

                                                       AMOUNT:   $275,000.00

FY 89 EXT - Funds cited are authorized in accordance with PL 100-463.
FY 91 EXT - Funds cited are authorized in accordance with PL 101-511.

This document conveys authority to obligate $0.00 dollars within the FY89,
FY91 and FY94 CSS Funding Limitation.

LHD 4 OWLD 5/96; Funds Expiration 5/96.
LHD 5 OWLD 10/98; Funds Expiration 9/95.
LHD 6 OWLD 10/99; Funds Expiration 9/98.
- ---------------------------------------------------------------------------
                                                       TOTAL:    $800,000.00
- ---------------------------------------------------------------------------
17. FINANCIAL MANAGER
/S/M.ROSS
CDR M. ROSS, USN, SEA 91K1
- ---------------------------------------------------------------------------
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                  12/07/95        IN AMOUNTS SHOWN IN COLUMN 16 ABOVE

18.  COMPTROLLER CLEARANCE

/S/ V. F. JEFFERSON
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER

SIGNATURE           DATE
                  05/15/96
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00152
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT      REF      CLIN      SLIN      QTY    UNIT
C 0    NUMBER        ACRN
T D
  E
- ---------------------------------------------------------------------------
      N0002491PD77007          0031      AC

         (LHD 5)

      N0002494PD77027          0031      AC

         (LHD 6)
- ---------------------------------------------------------------------------

<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.     5. PAYING OFC     6. TYPE OF MOD.   7. TAC
      N0002495NR5477
      TI-96-X26
- ---------------------------------------------------------------------------

15.                          ACCOUNTING DATA                           16.
- ---------------------------------------------------------------------------
A.    B.        C.       D. OBJ  E.   BCN  F. G. H.  I.  J.     COST CODE
AC   APPROPRI-           CLASS
AC   ATION      SUBHEAD          PARM RM  SA AAA TT PAA  PROJ. UNIT MCC  PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
DG  1711611      8386    000     WB  WCL 0 068342 2D 000000  21879 429  001C 

                                                        AMOUNT:    $ 80,000.00

KF  1741611      8386    000     WB  WCL 0 068342 2D 000000  22202 4SE  001E

                                                        AMOUNT:    $ 75,000.00

FY 91 EXT - Funds cited are authorized in accordance with PL 101-511.

This document conveys authority to obligate $0.00 dollars within the FY91
and FY94 CSS Funding Limitation.

LHD 5 OWLD 10/98; Funds Expiration 9/95.
LHD 6 OWLD 10/99; Funds Expiration 9/98.
- ---------------------------------------------------------------------------
                                                        TOTAL:     $155,000.00
- ---------------------------------------------------------------------------
17. FINANCIAL MANAGER     

    /S/M. ROSS
    CDR M. ROSS, USN, SEA 91K1

- ---------------------------------------------------------------------------
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                  11/07/95        IN AMOUNTS SHOWN IN COLUMN 16 ABOVE

18.  COMPTROLLER CLEARANCE
/S/V.F. JEFFERSON
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ---------------------------------------------------------------------------
SIGNATURE          DATE
                  05/15/96

NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>
<C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

         U                   1       2
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE    
   P00153                            SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
   N00024-96-MR-21038                           6-0251-21038
- ---------------------------------------------------------------------------
6. ISSUED BY CODE   N00024     7. ADMINISTERED BY (If other than Item 6)  
                                                               CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                     DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                  1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                       111 W. HURON STREET
BUYER/SYMBOL:    LINDA DABNEY, SEA-0251D      BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                        |(X)|9A. AMENDMENT OF SOLICITATION NO.
                                        |   |-----------------------------------
CEC NO: 789995610                       |   |9B.  DATED (SEE ITEM 11)
                                        |   |
COMPTEK FEDERAL SYSTEMS, INC.           |   |-----------------------------------
2732 TRANSIT ROAD                       |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224-2523                  |   |     ORDER NO.        
                                        |   |  N00024-90-C-5208
                                        |   |-----------------------------------
TIN NO: 16-1411419                      |   |  10B.  DATED (SEE ITEM 13)
- ---------------------------------------------------------------------------
                                        |   |        30 MARCH 1990 
CODE OTTJ6 |    FACILITY CODE           |   |
- ---------------------------------------------------------------------------
     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES 
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     |    OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS
     |    CLAUSE
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign this
document and return __ copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
     headings, including solicitation/contract subject
     matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)

      Signature of person authorized to sign

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
      KIMBERLEY A. BEESON - LCDR, SC, USN
      CONTRACTING OFFICER
- --------------------------------------------------------------- -----------
15B.  CONTRACTOR/OFFEROR    15C.  DATE SIGNED

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |
- ---------------------------------------------------------------------------
  (Signature of Contracting officer) |             4/29/96
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>


                                        N00024-92-C-5208
                                        N00024-96-MR-21028
                                        Modification No. P00153
                                        Page 2 of 2

A.   The purpose of this modification is to extend the period of
  performance.

1.   Under SECITON F - PERIOD OF PERFORMANCE, modify to read as follows:
Extend the period of performance from 30 April 1996 to 31 May 1996.

B.   Except as provided herein, all other terms and conditions of Contract
  N00024-90-C-5208 remain unchanged and in full force and effect.

<PAGE>
<TABLE>
<S>
<C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

         U                   1       3
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE    
    P00154                           SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
   N00024-96-FR-54611                           6-03KF-54611
- ---------------------------------------------------------------------------
6. ISSUED BY CODE   N00024     7. ADMINISTERED BY (If other than Item 6)
                                                                 CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                     DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY                  1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                       111 W. HURON STREET
BUYER/SYMBOL:    LINDA DABNEY, SEA-0251D      BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                        |(X)|9A. AMENDMENT OF SOLICITATION NO.
                                        |   |-----------------------------------
CEC NO: 789995610                       |   |9B.  DATED (SEE ITEM 11)
                                        |   |
COMPTEK FEDERAL SYSTEMS, INC.           |   |-----------------------------------
2732 TRANSIT ROAD                       |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224-2523                  |   |     ORDER NO.
                                        |   |     N00024-90-C-5208
                                        |   |-----------------------------------
TIN NO: 16-1411419                      |   |  10B.  DATED (SEE ITEM 13)
- ---------------------------------------------------------------------------
                                        |   |        30 MARCH 1990
CODE OTTJ6   |  FACILITY CODE           |   |
- ---------------------------------------------------------------------------
     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ----------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES 
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     |    OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS
     |    CLAUSE
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign this
     document and return __ copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
     headings, including solicitation/contract subject
     matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)
      KIMBERLEY A. BEESON - LCDR, SC, USN
      CONTRACTING OFFICER
- --------------------------------------------------------------- -----------
15B.  CONTRACTOR/OFFEROR    15C.  DATE SIGNED  

      Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |
- ---------------------------------------------------------------------------
  (Signature of Contracting officer) |             6/5/96
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>


                                        N00024-92-C-5208
                                        N00024-96-FR-54611
                                        Modification No. P00154
                                        Page 2 of 3

A.   The purpose of this modification is to provide additional funds under
  CLIN 0031 in the amount of $150,000.00.  Accordingly, Contract N00024-90-C-
  5208 is modified as follows:

1. In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001, 0003,
0005, 0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026, 0027,
0028, 0029, 0030, 0031, 0032 and 0033 of the attached accounting data
sheet, funding under this contract is increased by $150,000.00 apportioned
as follows:

<TABLE>
        <S>          <C>            <C>           <C>
         ITEM         EST COST       FIXED FEE     TOTAL
         
         0031AB       140,187        9,813         150,000
</TABLE>



                  REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

<PAGE>

                                        N00024-92-C-5208
                                        N00024-96-FR-54611
                                        Modification No. P00154
                                        Page 3 of 3

2.   Accordingly the amount funded to date is increased by $150,000.00 from
  $39,152,790.00 to a new total of $39,302,790 apportioned as follows:

<TABLE>
  <S>      <C>        <C>   <C>       <C>        <C>
   ITEM     ESTIMATED COM    FIXED FEE AMOUNT     CATEGORY
   SUB
   TOTAL    35,673,496       26,344    2,497,950  38,197,790
   
   0031AA   0         0      0         0          O&MN
   0031AB   140,187   0      9,813     150,000    RDT&E, N
   0031AC   70,093    0      4,907     75,000     SCN (FY89)
   0031AD   495,327   0      34,673    530,000    SCN (FY91)
   0031AE   327,102   0      22,898    350,000    SCN (FY94)
   0031AF   0         0      0         0          OPN
   0031AG   0         0      0         0          WPN
   0031AH   0         0      0         0          APN
   0031AJ   0         0      0         0          FMSER
   0031AK   0         0      0         0          DBOF
   0031AL   0         0      0         0          DOD (R&D)
   0030AJ   0         0      0         0          OTHER
   TOTAL    1,032,709 26,344 72,291    1,105,000
SUB-TOTAL
TO DATE    36,706,205 26,344 2,570,241 39,302,790
</TABLE>

B.   Except as provided herein, all other terms and conditions of Contract
  N00024-90-C-5208 remain unchanged and in full force and effect.

<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00154            96     03     27
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT      REF      CLIN      SLIN      QTY    UNIT
C 0    NUMBER        ACRN
T D
  E
- ---------------------------------------------------------------------------

A      N0002496AF185YV                   0031      AB

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

<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.     5. PAYING OFC     6. TYPE OF MOD.    7. TAC
      N0002496FR54611
      TI-96-X19
- ---------------------------------------------------------------------------
15.                         ACCOUNTING DATA                            16.
- ---------------------------------------------------------------------------
A.    B.         C.      D. OBJ   E.  BCN  F.  G.  H.  I.     J.   COST CODE
AC    APPROPRI-           CLASS  
RN    ATION     SUBHEAD          PARM RM  SA  AAA TT  PAA PROJ. UNIT MCC PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
MP   1761319    85YV      000    SA   317 0 068342 2D 980510 S1803 000  0010

                                                       AMOUNT:     $125,000.00
- ------------------------------------------------------------------------------
                                                        TOTAL      $125,000.00
- ------------------------------------------------------------------------------
17. FINANCIAL MANAGER  

    JAN PAUL HOPE, PMS317F
- ---------------------------------------------------------------------------
/S/JAN PAUL HOPE
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                  03/28/96        IN AMOUNTS SHOWN IN COLUMN 16 ABOVE
18.  COMPTROLLER CLEARANCE

/S/ J.L. PRITCHETT
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
SIGNATURE           DATE
                  05/28/96
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. DOCUMENT NUMBER (PIN)    2. SUPPL PIN       3. DATE EFFECTIVE
                                                  YR.    MO.    DA.

  N00024-90-C-5208              P00154
- ---------------------------------------------------------------------------
8.   9.              10.      11.       12.       13.    14.

       REFERENCE
A C    DOCUMENT       REF     CLIN      SLIN      QTY    UNIT
C 0    NUMBER         ACRN
T D
  E
- ---------------------------------------------------------------------------

A      N0002496AF184TA        0031      AB
       PE  63582N
- ---------------------------------------------------------------------------
<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.    5. PAYING OFC      6. TYPE OF MOD.     7. TAC
      N0002496FR54611
      TI-96-X13
- ---------------------------------------------------------------------------
15.                        ACCOUNTING DATA                              16.
- ---------------------------------------------------------------------------
A.  B.         C.      D. OBJ  E.  BCN  F.  G. H.  I.     J.   COST CODE
AC  APPROPRI-           CLASS 
RN  ATION      SUBHEAD        PARM RM  SA  AAA TT  PAA PROJ. UNIT MCC  PDLI&S
- ---------------------------------------------------------------------------
                    K.                     OTHER THAN NAVY ACCOUNTING DATA
- ---------------------------------------------------------------------------
MP  1761319    84TA     000    SA S3K  0 068342 2D 980110  S0164  ETS  ETS0

                                                         AMOUNT:    $25,000.00
- ---------------------------------------------------------------------------
                                                         TOTAL:     $25,000.00
- ---------------------------------------------------------------------------
17. FINANCIAL MANAGER  
- ---------------------------------------------------------------------------
SIGNATURE           DATE           OBLIGATION OF FUNDS IS AUTHORIZED
                  16 MAY 96       IN AMOUNTS SHOWN IN COLUMN 16 ABOVE

/S/JAMES S. EGELAND
JAMES S. EGELAND,SEA 03KQ1

18 COMPTROLLER CLEARANCE
- ----------------------------------------------------------------------------
SIGNATURE           DATE
                  5/28/96

/S/J.L. PRITCHETT
BY DIRECTION OF
CAPT.  M.C. FOOTE
DEPUTY COMMANDER/COMPTROLLER
- ---------------------------------------------------------------------------
NAVSEA 7300/17 (REV. 7-90) (Supersedes NAVMAT 7300/10)
</TABLE>
<PAGE>
<TABLE>
<S>                              <C>
NESECVJO    4270/7 (5/84)
- ---------------------------------------------------------------------------
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT
1. CONTRACT ID CODE        PAGE OF PAGES

          U                   1       3
- ---------------------------------------------------------------------------
2. AMENDMENT/MODIFICATION NO.     3. EFFECTIVE DATE    
   P00155                            SEE BLK 16C.

4. REQUISITION/PURCHASE REQ. NO.             5. PROJECT NO.
     N00024-96-FR-54612                         6-03KF-54612
- ---------------------------------------------------------------------------
6. ISSUED BY CODE   N00024     7. ADMINISTERED BY (If other than Item 6)
                                                                  CODE  S3305A

NAVAL SEA SYSTEMS COMMAND                  DCMAO BUFFALO
2531 JEFFERSON DAVIS HIGHWAY               1103 FEDERAL BUILDING
ARLINGTON VA 22242-5160                    111 W. HURON STREET
BUYER/SYMBOL:  LINDA DABNEY, SEA-0251D     BUFFALO, NY 14202
PHONE: Area Code (703) 602-8106, EXT. 517
- ---------------------------------------------------------------------------
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)
                                        |(X)|9A. AMENDMENT OF SOLICITATION NO.
                                        |   |-----------------------------------
CEC NO: 789995610                       |   |9B.  DATED (SEE ITEM 11)
                                        |   |
COMPTEK FEDERAL SYSTEMS, INC.           |   |-----------------------------------
2732 TRANSIT ROAD                       |   |10A. MODIFICATION OF CONTRACT/
BUFFALO, NY 14224-2523                  |   |     ORDER NO.
                                        |   |  N00024-90-C-5208
                                        |   |---------------------------------------
TIN NO: 16-1411419                      |   |  10B.  DATED (SEE ITEM 13)
- ---------------------------------------------------------------------------
                                        |   |        30 MARCH 1990             
CODE OTTJ6    | FACILITY CODE           |   |
- ---------------------------------------------------------------------------
     11. THIS ITEM ONLY APPLIES TO AMENDMENT OF SOLICITATIONS
- ---------------------------------------------------------------------------
[   ] The above numbered solicitation is amended as set forth in Item 14.
The hour and date specified for receipt of Offers [  ] is extended, [  ] is
not extended.
Offers must acknowledge receipt of this amendment prior to the hour and
date specified in the solicitation or as amended, by one of the following
methods:
(a)  By competing items 8 and 15, and returning ___ copies of the
amendment; (b) By acknowledging receipt of this amendment on each copy of
the offer submitted; or (c) By separate Letter or telegram which includes a
reference to the solicitation and amendment numbers.  FAILURE OF YOUR
ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF
OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR
OFFER.  If by virtue of this amendment you desire to change and offer
already submitted, such change may be made by telegram or Letter, provided
each telegram or letter makes reference to the solicitation and this
amendment, and is received prior to the opening hour and date specified.
- ---------------------------------------------------------------------------
12.  ACCOUNTING AND APPROPRIATION DATA
     SEE ATTACHED FINANCIAL ACCOUNTING DATA SHEETS
- ---------------------------------------------------------------------------
13.   THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES 
      THE CONTRACT/ORDER NO.  AS DESCRIBED IN ITEM 14.
- ---------------------------------------------------------------------------
     | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE
     |    CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE
     |    CONTRACT ORDER NO.  IN ITEM 10A.
- ---------------------------------------------------------------------------
     | B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE
     |    ADMINISTRATIVE CHANGES (such as changes in paying
     |    office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT
     |    TO THE AUTHORITY OF FAR 43,103(b).
- ---------------------------------------------------------------------------
     | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY
     |    OF:
     |
- ---------------------------------------------------------------------------
     | D. OTHER (Specify type of modification and authority)
 x   |    UNILATERAL MODIFICATION PURSUANT TO H-12, ALLOTMENT OF FUNDS
     |    CLAUSE
- ---------------------------------------------------------------------------
E.   IMPORTANT: Contractor [X] is not, [  ] is required to sign this
     document and return __ copies to the issuing office.
- ---------------------------------------------------------------------------
14.  DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section
     headings, including solicitation/contract subject
     matter where feasible.)

                                 SEE ATTACHED.

Except as provided herein, all terms and conditions of the document
referenced in item 9A or 10A, as heretofore changed, remains unchanged and
in full force and effect.
- ---------------------------------------------------------------------------
15A.  NAME AND TITLE OF SIGNER (Type or print)

16A.  NAME AND TITLE OF CONTRACTING OFFICER (Type or print)  
      KIMBERLEY A. BEESON - LCDR, SC, USN
      CONTRACTING OFFICER
- --------------------------------------------------------------- -----------
15B.  CONTRACTOR/OFFEROR    15C.  DATE SIGNED 

      Signature of person authorized to sign

16B.  UNITED STATES OF AMERICA       |        16C.  DATE SIGNED
      By /s/KIMBERLEY A. BEESON      |
- ---------------------------------------------------------------------------
  (Signature of Contracting officer) |             6/2796
- ---------------------------------------------------------------------------
PREVIOUS EDITION UNUSABLE                       30-105
STANDARD FORM 30 (REV. 10-83)

Prescribed by GSA
</TABLE>
<PAGE>


                                        N00024-90-C-5208
                                        N00024-96-FR-54612
                                        Modification P00155
                                        Page 2 of 3

A.   The purpose of this modification is to (a) make changes to SECTION F -
     in P00152 and (b) provide additional funds under CLIN 0031 in the amount of
     $520,001.00.  Accordingly, Contract N00024-90-C-5208 is modified as
     follows:

1.   P00152 page 13 of 35 SECTION F - DELIVERIES OR PERFORMANCE change
     paragraph (a) and (b) to read:

     (a)  under Items 0031AA, 0031AB, 0031AD, 0031AE, 0031AF, 0031AG, 0031AH,
     0031AJ, 0031AK, 0031AL described in SECTION C, at the level of effort
     specified in SECTION B from date of contract execution to 30 September
     1996.

     (c)  If options are exercised Items 0032 and 0033 shall be from the date of
     contract execution to 31 December 1996 and 30 March 1997, respectively.

2.   P00152 page 28 of 35 under FAR 52.217-9 OPTION TO EXTEND THE TERM OF
     THE CONTRACT (MAR 1989) (NAVSEA VARIATION) (FEB 1994) change dates.


          ITEM      LATEST OPTION EXERCISE DATE
          0032      1 October 1996
          0033      1 January 1997

3.   In accordance with Clause H-12 ALLOTMENT OF FUNDS FOR ITEMS 0001,
     0003, 0005, 0007, 0011, 0012, 0013, 0017, 0022, 0023, 0024, 0025, 0026,
     0027, 0028, 0029, 0030, 0031, 0032 and 0033 of the attached accounting data
     sheet, funding under this contract is increased by $520,001.00 apportioned
     as follows:

<TABLE>
  <S>     <C>       <C>          <C>
   ITEM    EST COST  FIXED FEE    TOTAL
   
   0031AA  485,982   34,019       520,001
</TABLE>


                  REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK

<PAGE>

                                        N00024-90-C-5208
                                        N00024-96-FR-54612
                                        Modification P00155
                                        Page 3 of 3

4.   Accordingly the amount funded to date is increased by $520,001.00 from
  $39,302,790.00 to a new total of $39,822,791 apportioned as follows:


<TABLE>
  <S>      <C>        <C>   <C>        <C>        <C>
   ITEM     ESTIMATED  COM   FIXED FEE  AMOUNT     CATEGORY
   
SUB TOTAL 35,673,496 26,344 2,497,950 38,197,790
   
   0031AA   485,982   0      34,019    520,001    O&MN
   0031AB   140,187   0      9,813     150,000    RDT&E, N
   0031AC   70,093    0      4,907     75,000     SCN (FY89)
   0031AD   495,327   0      34,673    530,000    SCN (FY91)
   0031AE   327,102   0      22,898    350,000    SCN (FY94)
   0031AF   0         0      0         0          OPN
   0031AG   0         0      0         0          WPN
   0031AH   0         0      0         0          APN
   0031AJ   0         0      0         0          FMS
   0031AK   0         0      0         0          DBOF
   0031AL   0         0      0         0          OTHER
   0031AM   0         0      0         0
   TOTAL    1,518,691 26,344 106,310   1,625,001
   
SUB-TOTAL
TO DATE    37,192,187 26,344 2,604,260  39,822,791
</TABLE>

B.   Except as provided herein, all other terms and conditions of Contract
N00024-90-C-5208 remain unchanged and in full force and effect.


<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. CONTRACT NUMBER       2. SPIIN          3. MOD
                              
N00024-90-C-5208                              P00155
- ---------------------------------------------------------------------------
5.    6.  LINE OF ACCOUNTING

          A.     B.               C.        D.    E.     F.    G.   H.
CLIN/    ACRN    APPROPRIATION    SUBHEAD   OBJ   PARM   RFM   SA  AAA
SLIN  (CRITICAL) (CRITICAL)     (CRITICAL)  CLA                   (CRITICAL)
- ---------------------------------------------------------------------------
0031AA    MV       1761804         1U6N     000    SA     SDF   0  068342
- ---------------------------------------------------------------------------
<S>                                   <C>
- ---------------------------------------------------------------------------
               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.                                      PAGE: 1 OF 1
      N0002496TID1X04      NOOO2496FR54612
- ---------------------------------------------------------------------------
I.        J.             K.              7.  AMOUNT           NAVY INTERNAL
TT        PAA         COST CODE             (CRITICAL)           USE ONLY
                    PROJ         PDLI                          REF DOC/ACRN
                    UNIT   MCC   & SUF
- ---------------------------------------------------------------------------
2D      000000     46NOF   ETS     00F0     258,360.00        N0002496RA01U6N
                    
- ---------------------------------------------------------------------------

                               PAGE  TOTAL  258,360.00
                               GRAND  TOTAL
- ---------------------------------------------------------------------------

PREPARED/AUTHORIZED BY:                     COMPTROLLER APPROVAL
LINDA GRANTHAM, PEO (TAD) D12               J.L.GARRIS
/S/LINDA GRANTHAM                           /S/J.L. GARRIS
                                            BY DIRECTION OF
                                            CAPT. M.C. FOOTE
                                            DEPUTY COMMANDER/COMPTROLLER

DATE:     4/23/96                           DATE:   JUN 04, 1996
- ---------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>
- ---------------------------------------------------------------------------

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. CONTRACT NUMBER       2. SPIIN          3. MOD
   N00024-90-C-5208                           P00155
- ---------------------------------------------------------------------------

5.      6.  LINE OF ACCOUNTING

        A.       B.              C.          D.    E.     F.    G.    H.
CLIN/   ACRN     APPROPRIATION   SUBHEAD     OBJ   PARM   RFM   SA   AAA
SLIN (CRITICAL)  (CRITICAL)      (CRITICAL)  CLA                    (CRITICAL)
- ---------------------------------------------------------------------------
0031AA  MV         1761804        1U6N       000   SA     SDF   0   068342
- ---------------------------------------------------------------------------
<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------

4. PROCUREMENT REQUEST NO.                                       PAGE: 1 OF 1
   N0002496TID1X03     NOOO2496FR54612
- ---------------------------------------------------------------------------
I.       J.         K.                         7. AMOUNT         NAVY INTERNAL
TT       PAA        COST CODE                  (CRITICAL)          USE ONLY
                    PROJ             PDLI                         REF DOC/ACRN
                    UNIT     MCC     & SUF
- ---------------------------------------------------------------------------
2D      000000     46NOF     ETS     00F0       69,441.00       N0002496RA01U6N
                    
- ---------------------------------------------------------------------------
                                  PAGE  TOTAL   69,441.00
                                  GRAND  TOTAL
- ---------------------------------------------------------------------------
PREPARED/AUTHORIZED BY:                COMPTROLLER APPROVAL
LINDA GRANTHAM, PEO (TAD) D12          J.L.GARRIS
/S/LINDA GRANTHAM                      /S/J.L. GARRIS
                                       BY DIRECTION OF
                                       CAPT. M.C. FOOTE
                                       DEPUTY COMMANDER/COMPTROLLER

DATE:     4/23/96                      DATE:   JUN 04, 1996
- ---------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S>                     <C>

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

                      FINANCIAL ACCOUNTING DATA SHEET
- ---------------------------------------------------------------------------

1. CONTRACT NUMBER       2. SPIIN          3. MOD

   N00024-90-C-5208                           P00155
- ---------------------------------------------------------------------------
5.      6.  LINE OF ACCOUNTING

        A.        B.               C.          D.    E.     F.    G.   H.
CLIN/   ACRN      APPROPRIATION    SUBHEAD     OBJ   PARM   RFM   SA  AAA
      (CRITICAL)  (CRITICAL)       (CRITICAL)                        (CRITICAL)
- ---------------------------------------------------------------------------
0031AA   MV        1761804          1U6N       000    SA    SDF   0  068342
- ---------------------------------------------------------------------------
<S>                                   <C>
- ---------------------------------------------------------------------------

               FINANCIAL ACCOUNTING DATA SHEET -- Continued
- ---------------------------------------------------------------------------
4. PROCUREMENT REQUEST NO.                                      PAGE: 1 OF 1
   N0002496TID1X07      NOOO2496FR54612
- ---------------------------------------------------------------------------
I.           J.          K.                   7. AMOUNT         NAVY INTERNAL
TT           PAA            COST CODE         (CRITICAL)           USE ONLY
                        PROJ          PDLI                       REF DOC/ACRN
                        UNIT    MCC   & SUF
- ---------------------------------------------------------------------------
2D         000000      46NOF    ETS   00F0    192,200.00        N0002496RA01U6N
                    
- ---------------------------------------------------------------------------
                                PAGE  TOTAL   192,200.00
                                GRAND  TOTAL
- ---------------------------------------------------------------------------

PREPARED/AUTHORIZED BY:                  COMPTROLLER APPROVAL
LINDA GRANTHAM, PEO (TAD) D12            J.L.GARRIS
/S/LINDA GRANTHAM                        /S/J.L. GARRIS
                                         BY DIRECTION OF
                                         CAPT. M.C. FOOTE
                                         DEPUTY COMMANDER/COMPTROLLER

DATE:     4/23/96                        DATE:   JUN 04,
1996
- ---------------------------------------------------------------------------
</TABLE>
<PAGE>


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