BAE SYSTEMS ADVANCED TECHNOLOGIES, INC. 1250 TWENTY-FOURTH ST, NW WASHINGTON, DC 20037

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Title: BAE SYSTEMS ADVANCED TECHNOLOGIES, INC. 1250 TWENTY-FOURTH ST, NW WASHINGTON, DC 20037
Governing Law: Delaware Date: 2/7/2005
Industry: COMEQP

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SUBCONTRACT 511-05-191

PROJECT TITLE: HAARP, HIGH & LOW BAND ANTENNA MATCHING UNIT ASSEMBLY PROJECT

PRIME CONTRACT NO. N00014-02-D-0479, DELIVERY ORDER 011 & 013

FIRM FIXED PRICE

ISSUED TO:

ANTENNA PRODUCTS CORPORATION

101 S.E. 25th AVENUE

MINERAL WELLS, TX 76067

ISSUED BY:

BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.

1250 TWENTY-FOURTH ST, NW

WASHINGTON, DC 20037

Anthony Pugh

Contract Administrator

Phone: (202) 223 - 8808

Fax: (202) 223 -1377

E-Mail: anthony.pugh@baesystems.com

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

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SUBCONTRACT NO. 511-05-191

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SUBCONTRACT NO. 511-05-191

BETWEEN

ANTENNA PRODUCTS CORPORATION

AND

BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.

EFFECTIVE DATE: DATE OF EXECUTION

SUBCONTRACT TYPE: FIRM FIXED PRICE

PERIOD OF PERFORMANCE 20 January 2005 to 1 November 2005

SUBCONTRACT VALUE: FIRM FIXED PRICE: $3,723,530.70

PAYMENT TERMS: NET 30 DAYS

PRIME CONTRACT NO.: N00014-02-D-0479

PRIME CONTRACT DELIVERY ORDER NO: 0011 & 0013

SECURITY CLASSIFICATION: UNCLASSIFIED

DPAS RATING: DO-C9(J)

SUBCONTRACTOR EIN: 75-1964534

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SUBCONTRACT NO. 511-05-191

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TABLE OF CONTENTS

SECTION A .............................................................CONTRACT

SECTION B ........................................SUPPLIES/SERVICES AND PRICES

SECTION C .......................................DESCRIPTIONS/SPECIFICATIONS

SECTION D ............................................. PACKAGING AND MARKING

SECTION E ........................................ INSPECTION AND ACCEPTANCE

SECTION F .........................................DELIVERIES OR PERFORMANCE

SECTION G ...................................SUBCONTRACT ADMINISTRATION DATA

SECTION H ....................................SPECIAL CONTRACT REQUIREMENTS

SECTION I ...................GENERAL PROVISIONS AND FAR FLOWDOWN PROVISIONS

SECTION J ...............................................LIST OF ATTACHMENTS

SECTION K .................................REPRESENTATIONS AND CERTIFICATIONS

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SUBCONTRACT NO. 511-05-191

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SECTION A CONTRACT

A-1 INTRODUCTION

This FIRM FIXED PRICE SUBCONTRACT is hereby made and entered into by and between

BAE SYSTEMS Advanced Technologies Inc., a corporation organized and existing

under the laws of the State of Delaware (hereinafter also called BAE SYSTEMS

ATI, BAE, Contractor, or Buyer), and Antenna Products Corporation having a

principal place of business in Mineral Wells, Texas (hereinafter also called

APC, Subcontractor, or Seller).

WITNESS THAT WHEREAS, BAE SYSTEMS ATI has entered into Prime Contract No.

N00014-02-D-0479 to perform certain work and services for the U.S. Government;

and

WHEREAS, BAE SYSTEMS ATI desires to have APC perform certain work and services

hereinafter described, and APC desires to perform certain work and services for

BAE SYSTEMS ATI; and

WHEREAS, the work and services hereinafter described to be performed by APC are

related to the work and services to be furnished by BAE SYSTEMS ATI to the U.S.

Government,

NOW, THEREFORE, the parties mutually agree as follows:

A-2 SUBCONTRACT TYPE

Firm Fixed Price

A-3 SUBCONTRACT VALUE

The total cost for performance of the Work as defined in Section C is

$3,723,530.70 which amount shall represent BAE SYSTEMS ATI's total hereunder

unless changed by written modification to this Agreement, which is signed by

authorized representatives of both parties.

A-4 SUBCONTRACT EXECUTION

In witness whereof, the duly authorized representatives of Buyer and Seller have

executed this Subcontract.

SELLER BUYER

Antenna Products Corporation BAE SYSTEMS ADVANCED TECHNOLOGIES, INC.

BY: Clark D. Wraight BY: Michael J. Murphy

/s/Clark D. Wraight /s/Michael J. Murphy

SIGNATURE: ----------------------- SIGNATURE: ------------------------------

TITLE: President TITLE: Contracts Manager

DATE: January 21, 2005 DATE: January 24, 2005

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SUBCONTRACT NO. 511-05-191

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SECTION B SUPPLIES/SERVICES AND PRICES

B-1 SCOPE OF CONTRACT

The general description of services to be provided under this Subcontract is for

the manufacture, packing and the shipping to the HAARP site in Gakona, AK of the

following items: 270 Low Band Antenna Matching Units (AMU's), 346 High Band

AMU's, and various other antenna tower component mounting kit assemblies. A

detailed Statement of Work is included in Subcontract Section C, Statement of

Work.

B-2 SUBCONTRACT LINE ITEM DESCRIPTION (SLIN) LIST

SLIN # Description Qty FFP Amount

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

0001 Manufacture, Packing and Shipping of Low Band 135 $737,364.14

AMU's, BAE P/N ECE-98-4000-1

0002 Manufacture, Packing and Shipping of Low Band 135 $737,364.14

AMU's, BAE P/N ECE-98-4000-2

0003 Manufacture, Packing and Shipping of High Band 173 $1,009,887.76

AMU's BAE P/N CSI-04-4000-1

0004 Manufacture, Packing and Shipping of High Band 173 $1,009.887.76

AMU's BAE P/N CSI-04-4000-2

0005 Manufacture, Packing and Shipping of Current Sensor's 100 $21,500.00

BAE P/N ECE-98-4001

0006 Tower Component Mounting Kit 2800 $147,728.00

APC P/N 0004-1072-201

0007 Switch Control Box Mounting Kits 140 $5,835.20

APC P/N 0004-1074-201

0008 Current Monitor Mounting Kit 140 $9,979.20

APC P/N 0004-1076-201

0009 Cable Mounting Kit 1050 $43,984.50

APC P/N 0004-1078-201

SECTION C DESCRIPTIONS/SPECIFICATIONS

C-1 DESCRIPTIONS/SPECIFICATIONS

Statement of Work:

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

Subcontractor shall provide all labor, materials, facilities, equipment,

packaging material, shipping and other services necessary to accomplish the Work

and to produce and deliver the Deliverables described as follows:

Deliverables:

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

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SUBCONTRACT NO. 511-05-191

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<TABLE>

Part Number and Rev Level Description Quantity Documentation Source

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

ECE-98-4000-1 rev C LB AMU 135 BAE Drawing Package

ECE-98-4000-2 rev C LB AMU 135 BAE Drawing Package

CSI-04-4000-1 rev B HB AMU 173 BAE Drawing Package

CSI-04-4000-2 rev B HB AMU 173 BAE Drawing Package

ECE-98-4001 rev E Current Sensor 100 BAE Drawing Package

0004-1072-201 Tower Component Mounting Kit 2800 Antenna Products Part Number

0004-1074-201 Switch Control Box Mounting Kit 140 Antenna Products Part Number

0004-1076-201 Current Monitor Box Mounting Kit 140 Antenna Products Part Number

0004-1078-201 Cable Mounting Kit 1050 Antenna Products Part Number

</TABLE>

Antenna Products Corp is responsible for shipping the deliverables to the

HAARP site in Gakona, AK per the schedule outlined in Section F-1. This

delivery schedule provides firm arrival deadlines for the deliverables at

the HAARP site. It is permissible to ship earlier than the schedule.

Antenna Products Corp is responsible for preparing and packaging the

deliverables for shipment and for the shipping to the HAARP site. Notice of

shipments must be provided to BAE Systems ATI so that preparations at the

site can be made for their arrival. Transfer of ownership of the

deliverables will occur at the HAARP site.

As part of this subcontract, BAE Systems ATI will supply a complete drawing

package (CD with drawing files in DWG format) for the Low Band AMU

(ECE-98-4000), the High Band AMU (CSI-04-4000) and the Current Sensor

(ECE-98-4001). All required prints and their correct revision level are

listed in Attachment A.

BAE Systems ATI will supply the following Customer Furnished Materials

(CFM) to Antenna Products Corp in a timely manner to support the delivery

schedule in Section F-1. Antenna Products Corp will not be responsible for

the purchase of these materials but will need to handle and safeguard this

material as normal inventory items. All unused material shall be returned

to BAE Systems ATI at the completion of this subcontract.

CFM for Low Band AMU's

1100 Capacitors, Draloric (Round),PE 140-300-5,Print ECE-98-4000(item 23)

275 Capacitors, Jennings, CKT 150-0030, Print ECE-98-4017 (item 12)

550 Relays, Kilovac, KC-22, Print ECE-98-4017 (item 27)

8000 ft Cable, HP-850-B, listed in notes on Prints ECE-98-4013,

ECE-98-4014 and ECE-98-4015

CFM for High Band AMU's

360 Capacitors, MC2C-75, Print CSI-04-4001 (item 22)

360 Capacitors, MC3C-175, Print CSI-04-4001 (item 12)

360 Capacitors, MC3C-235, Print CSI-04-4001 (item 6)

700 Relays, KC-22, Print CSI-04-4001 (item 27)

7000 ft Cable, HP-850-B, listed in notes on Print CSI-04-4011

2500 ft Cable, HP-950-33, listed in notes on Print CSI-04-4010

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SUBCONTRACT NO. 511-05-191

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Antenna Products Corp shall provide to BAE SYSTEMS ATI a copy of Antenna

Products Corp's QA Plan that will be used to monitor progress of

manufacturing by including the manufacturing processes, inspection, test,

and acceptance. Antenna Products Corp's QA Plan is subject to review and

approval by BAE SYSTEMS ATI's QA POC prior to the start of any

manufacturing effort by Antenna Products Corp.

SECTION D PACKAGING AND MARKING

D-1 PACKAGING

Packaging is to be supplied by the subcontractor. Each AMU unit is to be

individually packaged within its own shipping container. Transportation is to be

via air ride van from Antenna Products Corp facility to the Seattle, Washington

area, by water to Anchorage, Alaska and again by air ride van to the HAARP Site

in Gakona, Alaska. Any deviations from the above will require written approval

from BAE Systems ATI. Packaging and marking of all deliverables shall be in

accordance with the best commercial practice necessary to ensure safe and timely

delivery at destination.

D-2 CONTAINER MARKINGS

A complete packing list shall be included with all shipments. Subcontractor

shall mark containers or packages with necessary lifting, loading, and shipping

information, including the BAE SYSTEMS ATI agreement number, item number, dates

of shipment, and the names and address of consignor and consignee. Bills of

lading shall include this agreement number.

D-3 MARKING OF SUBCONTRACTOR REPORTS

All reports submitted under this subcontract shall include:

o The Prime Contract Number/ Delivery Order Number

o Subcontract Number

o Forwarded Prepaid

o Provide preservation, packaging and marking which shall afford adequate

protection against physical damage during shipment for all deliverable

items.

o All reports shall be packaged and forwarded to:

BAE Systems Advanced Technologies Inc.

1250 24th Street, N.W.

Washington, D.C. 20037

Attn: Paul Darling

SECTION E INSPECTION AND ACCEPTANCE

E-1 INSPECTION AND ACCEPTANCE

Final inspection and acceptance of all work, deliverables and report items will

be performed by BAE SYSTEMS ATI quality assurance personal or by the Program

Manager's designee. The Subcontractor shall be responsible for all materials

delivered and work performed until completion and acceptance of the entire work

for any completed unit of work that may have been accepted under this

subcontract.

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SUBCONTRACT NO. 511-05-191

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1. The Subcontractor shall submit a complete and signed "Travelers

Checklist", which will be audited by BAE Systems ATI POC on a regular

basis showing AMU completion. This traveler checklist should include

critical quality items (such as hardware torque and soldering

inspection) that are to be signed off by QA inspectors at specific

assembly and test points. BAE Systems ATI will do random audits of this

process.

2. Subcontractor will test the AMU's using a network analyzer to catch any

assembly errors and loose connections. This test will consist of

hooking up, testing, print out results, and unhooking the AMU's from a

network analyzer. The person performing the test must be qualified to

support the use of/or troubleshoot the network analyzer. BAE Systems

ATI will provide the initial training and support as well as the

software, computer, GPIB card, and connectors for the network analyzer.

3. The units can be shipped to the HAARP Site only after the receipt and

acceptance of the Traveler Checklist and Test Data for each unit.

SECTION F DELIVERIES OR PERFORMANCE

F-1 DELIVERIES

Deliveries required in performance of this subcontract as set forth herein will

be made in accordance with the following delivery schedule:

<TABLE>

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

Part Number Description 6/27/05 7/18/05 8/8/05 8/29/05 9/12/05 Total

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

ECE-98-4000-1 LB AMU 35 35 33 32 135

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

ECE-98-4000-2 LB AMU 35 35 33 32 135

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

CSI-04-4000-1 HB AMU 35 35 33 34 36 173

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

CSI-04-4000-2 HB AMU 35 35 33 34 36 173

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

ECE-98-4001 Current Sensor 100 100

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

0004-1072-201 Tower Component Mtg Kit 700 700 700 700 2800

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

0004-1074-201 Switch Control Box Mtg Kit 140 140

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

0004-1076-201 Current Monitor Box Mtg Kit 140 140

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

0004-1078-201 Cable Mtg Kit 250 200 200 200 200 1050

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

</TABLE>

Delivery of the QA Plan, and other documentation required in performance of this

subcontract as set forth herein will be made to:

BAE SYSTEMS Advanced Technologies, Inc.

1250 Twenty-Fourth St., NW, Suite 850

Washington, DC 20037

Attn: Paul Darling

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SUBCONTRACT NO. 511-05-191

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Delivery of the Deliverables required in performance of this Subcontract as set

forth herein will be made to:

BAE SYSTEMS Advanced Technologies, Inc.

HAARP DP Site

Milepost 11.3 TOK Cutoff

Gakona, AK 99586

Attn: Program Manager/Designee

All Deliveries shall be FOB Destination.

A copy of all transmittal letters shall be mailed to the BAE SYSTEMS ATI

Contractual Point of Contact identified in Section G-4 of this Subcontract.

F-2 PERIOD OF PERFORMANCE

The Period of Performance for this Subcontract is 20 January 2005 through 1

November 2005. The subcontractor shall plan and execute the work accordingly.

F-3 PLACE OF PERFORMANCE

Performance under this subcontract will take place at the Subcontractor's

facility in Mineral Wells, Texas.

SECTION G SUBCONTRACT ADMINISTRATION DATA

G-1 INVOICING AND PAYING INSTRUCTIONS

Submit one original invoice to:

BAE SYSTEMS Advanced Technologies, Inc.

1250 Twenty-Fourth St., NW

Washington, DC 20037

Attention: Anthony Pugh

Invoices may be submitted no more often than monthly after approved "Travelers

Checklist" has been received by BAE SYSTEMS ATI, on a per unit completed basis.

Anticipated payment schedule as follows:

Milestone Payments

Description Payment Anticipated Date

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

Payment # 1 (With Notice to Proceed) $494,945.66 Jan 25, 2005

Payment # 2 $249,760.48 Mar 15, 2005

Total Milestones $744,706.14

Delivery Payments

Per delivery schedule or sooner

Invoices to use the following part numbers and price per unit

Part # / Description Quantity Price/Unit Total Value

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

ECE-98-4000-1 / LB AMU 135 $4,369.5653 $589,891.31

ECE-98-4000-2 / LB AMU 135 $4,369.5653 $589,891.31

CSI-04-4000-1 / HB AMU 173 $4,670.0012 $807,910.21

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SUBCONTRACT NO. 511-05-191

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CSI-04-4000-2 / HB AMU 173 $4,670.0012 $807,910.21

ECE-98-4001 / Current Sensor 100 $172.0000 $17,200.00

0004-1072-201 / Tower Component Mtg Kit 2800 $42.2080 $118,182.40

0004-1074-201 / Switch Control Box Mtg Kit 140 $33.3440 $4,668.16

0004-1076-201 / Current Monitor Box Mtg Kit 140 $57.0240 $7,983.36

0004-1078-201 / Cable Mtg Kit 1050 $33.5120 $35,187.60

Total Delivery Payments $2,978,824.56

Total Payments $3,723,530.70

In accordance with the provisions of this Agreement and conditioned upon

satisfactory performance of Subcontractor's obligations hereunder, BAE SYSTEMS

ATI will pay the approved amounts of Subcontractor's interim payment vouchers

within thirty (30) days after BAE SYSTEMS ATI's receipt thereof at the

aforementioned address; except that if BAE SYSTEMS ATI, in good faith, disputes

and does not approve an item billed BAE SYSTEMS ATI will notify Subcontractor of

the portion disputed within 5 days and withhold payment thereof until settlement

of the dispute. Such right of BAE SYSTEMS ATI to withhold such payments shall

not constitute or imply acceptance of the Work or Deliverables.

BAE SYSTEMS ATI will have no direct or indirect obligation to pay, reimburse or

otherwise bear any rates, costs, expenses or other charges or amounts

whatsoever, except as agreed to herein; it being understood that all of

Subcontractor's work shall be performed by Subcontractor at Subcontractor's sole

cost, risk and expense, except as otherwise expressly agreed to in writing.

Completion criteria for invoice purposes will be when a "Travelers Checklist"

has been completed by both APC and BAE Quality Assurance personnel, and BAE

Quality Assurance personnel has approved work as being satisfactory or

completed.

Final Payment under this subcontract shall be predicated upon receipt and

acceptance by BAE SYSTEMS ATI of all performance and Deliverables called for

hereunder; final accounting for and disposition of government property; the

assignment to BAE SYSTEMS ATI of any refunds; and the release discharging BAE

SYSTEMS ATI from liabilities.

G-2 PAYMENT AND CORRESPONDENCE ADDRESS

Payment under this subcontract shall be made to:

ANTENNA PRODUCTS CORPORATION

ACCT# 600058164 C/O Frost National Bank PO Box 164009 Fort Worth,

TX 76161-4009

G-3 CONTRACT ADMINISTRATION

The BAE SYSTEMS ATI Contract Administrator shall be the only individual

authorized to direct and/or redirect the effort or in any way amend any of the

terms of this subcontract other than those instances specifically delegated to

an Administrative Contracting Officer, or a Termination Contracting Officer, by

a General Provision of this subcontract. No verbal statement of any person

whomsoever shall, in any manner or degree, modify or otherwise affect the terms

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SUBCONTRACT NO. 511-05-191

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of this subcontract. In the event effects any such change at the direction of

any person other than the BAE SYSTEMS ATI Contract Administrator, the change

will be considered to have been made without administrative authority and no

adjustment will be made in the authorized funding to cover any increase in costs

incurred as a result thereof.

G-4 POINTS OF CONTACT

The individuals identified below may be contacted for contractual and technical

administration of this Subcontract. Any notices consents or approvals required

or permitted by this Agreement shall be in writing and shall be given to the

contractual Point of Contact or to such other address as the party to receive

the same shall have designated to the other party hereto.

BAE SYSTEMS ATI:

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

Contractual Technical

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

Name: Anthony Pugh Name: Dr. Rob Jacobsen

Title: Contract Administrator Title: Program Manager

Voice: 202-223-8808 Voice: 202-223-8808

FAX: 202-223-1377 FAX: 202-223-1377

E-mail: anthony.pugh@baesystems.com E-mail: jacobsen@baesystems.com

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

Quality Assurance

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

Name: Paul Darling

Title: Assistant Program Manager

Voice: 202-223-8808

FAX: 202-223-1377

E-mail: paul.darling@baesystems.com

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

SUBCONTRACTOR:

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

Contractual Technical

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

Name: Clark D. Wraight Name: Angus Hume

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

Title: President Title: Program Manager

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

Voice: (940)325-3301 Voice: (940)325-3301

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

FAX: (940)325-8440 FAX: (940)325-8440

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

E-MAIL: wraight@antennaproducts.com E-MAIL: hume@antennaproducts.com

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

G-5 PROGRAM MANAGER

Performance under the work hereunder is subject to the technical direction of

BAE SYSTEMS ATI's Program Manager or his designee. If the Program Manager

assigns a designee, such designee shall be identified in a written

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SUBCONTRACT NO. 511-05-191

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correspondence signed by the BAE SYSTEMS ATI Contract Administrator and provided

to the Subcontractor Contractual Point of Contact as identified in Section G-4

of this Agreement. For the purpose of this clause, technical direction includes

the following:

(a) Direction to the Subcontractor that shifts work emphasis between work

areas or tasks, requires pursuit of certain lines of inquiry, fills in

details or otherwise serves to accomplish the objectives described in

the statement of work.

(b) Guidelines to the Subcontractor that assist in the interpretation of

drawings, specifications or technical portions of work description.

The Program Manager does not have the authority to issue any direction under

this contract, either technical or otherwise, that increases BAE SYSTEMS ATI's

financial obligation hereunder.

SECTION H SPECIAL CONTRACT REQUIREMENTS

H-1 CLAIMS AGAINST SUBCONTRACTOR Subcontractor shall not be in

default because of any failure to

If notification of any claim perform this subcontract under its

against the Subcontractor arising terms if the failure arises from

out of labor or materials furnished causes beyond the control and

to the project has been made to BAE without the fault or negligence of

SYSTEMS ATI, BAE SYSTEMS ATI may, Subcontractor. Examples of these

at their discretion, withhold causes are (1) acts of God or of

sufficient funds from any payments the public enemy, (2) acts of the

to cover the cost of any such Government in either its sovereign

claims pending their settlement to or Contractual capacity, (3) fires,

the satisfaction of BAE SYSTEMS (4) floods, (5) epidemics, (6)

ATI. BAE SYSTEMS ATI shall have the quarantine restrictions (7)

right at any time to make payments strikes, (8) freight embargoes, and

due under this Agreement by means (9) unusually severe weather. In

of joint checks to the each instance, the failure to

Subcontractor or directly to any of perform must be beyond the control

the laborers, suppliers or and without the fault or negligence

Subcontractors directly. of Subcontractor. "Default"

includes failure to make progress

H-2 DUST CONTROL in the work so as to endanger

Not Used. performance.

H-3 EMPLOYEE SITE - H-7 EXAMINATION OF COSTS

EEO ORIENTATION For the purpose of evaluating

Not Used. Subcontractor's costs with respect

to requests for change proposal,

H-4 ENVIRONMENTAL FIELD OFFICER and proposal for follow-on

Not Used. procurement, Subcontractor agrees

that BAE SYSTEMS ATI may subject

H-5 ENVIRONMENTAL IMPACTS such proposals, requests or reports

Not Used. and related fianancial data to

anaysis type examintation. For such

H-6 EXCUSABLE DELAYS purposes, Subcontractor must make

Except for defaults of available all data supporting

Subcontractor at any tier, direct costs to DCAA or any other

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SUBCONTRACT NO. 511-05-191

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authorized governement official. maintenance or disposal of

Government-furnished property that

H-8 EXISITING UTILITIES may come into Subcontractor's

Not Used. possession during Subcontractor's

performance of this subcontract;

H-9 FAILURE TO COMPLY WITH EQUAL such handling, use, maintenance or

OPPORTUNITY REGULATIONS disposal is governed by the

This Subcontract may be canceled by government furnished property

BAE SYSTEMS ATI up to 30 days after clause in Section I of this

award and without liability to BAE subcontract.

SYSTEMS ATI or others for any

payment or otherwise, if H-12 INSURANCE

Subcontractor is found by the In accordance with the Contract

United States Government, on the Clause FAR 52.228-7 entitled

basis of a compliance review, not "Insurance Liability to Third

able to comply with the provisions Persons", the following kinds and

of the Equal Opportunity minimum amounts of insurance are

regulations clause incorporated required during the performance of

herein and the Equal Opportunity this contract:

regulations of the Government. (a) Worker's Compensation and

Employer's Liability

H-10 FURTHER ASSURANCES Insurance:

Subcontractor will, and will cause (i) The amount required

its employees, officers, agents and by the state where

representatives to, prepare and performance will

execute at the executing party's occur, under

expense, and will deliver, at the applicable Worker's

reasonable request of BAE SYSTEMS Compensation and

ATI, any and all documents or occupational disease

instruments reasonably necessary or statutes.

appropriate to create, evidence or (ii)Employer's liability

confirm the grant, discharge, or insurance in the

release, as the case may be, of any minimum amount of

right, interest or obligation $1,000,000 per person

acquired by BAE SYSTEMS ATI �