BOEING INFORMATION & SUPPORT SERVICES ENGINEERING/TECHNICAL CONTRACT LABOR TERMS
AND CONDITIONS REV. 1 7/96 ARIS

1.   CONTRACT ACCEPTANCE

This Contract includes the provisions in the Purchase Order, these
Engineering/Technical Contract Labor Terms and Conditions, and all of the
specifications, technical descriptions, statements of work, drawings, designs,
documents, and other requirements and provisions attached to, incorporated into
or otherwise made a part of this Contract by Buyer. Buyer shall not be bound by
and specifically objects to any term or condition whatsoever which is different
from or in addition to the provisions of this Contract, whether or not such term
or condition will materially alter this Contract. Any such term or condition
shall be deemed void and of no effect whatsoever, whether contained in any order
acknowledgment or acceptance. Seller commencement of performance, or acceptance
of this Contract, in any manner shall conclusively evidence agreement to this
Contract as written.

2.   DEFINITIONS

Whenever used in this Contract, the following terms, when capitalized, shall
have the following meanings:

"Authorized Buyer Materiel Representative" means the representative of Boeing
Information & Support Services Materiel Department identified in the Purchase
Order (or their designee), who is authorized by Buyer to act on behalf of Buyer
in business transactions with Seller.

"Buyer" means The Boeing Company. Any references in this Contract to "The Boeing
Company," "Boeing Defense & Space Group" "Boeing Commercial Airplane Group," (or
any acronym or similar division or unit designations), shall mean "Buyer."

"Personnel" means Seller's employees, subcontractors, or employees of
subcontractors.

"Seller" means the entity identified in the Purchase Order who agrees to perform
services.

"Work" means services performed or to be performed by Seller or its employees
under any Purchase Order.

3. ORDER OF PRECEDENCE

In the event of any inconsistency within or relating to this Contract, the
following order of precedence wilt apply:

a. The Purchase Order.

b. These Engineering/Technical Contract Labor Terms and Conditions.

4. SERVICES TO BE FURNISHED

Seller shall furnish to Buyer the services of Seller's employees approved in the
order by Buyer. Such services shall be furnished at the place or places and
during the period or periods specified in the order. Unless otherwise provided
in the order, Seller's employees shall provide only those services that are
within the scope of their assignment or as Buyer shall from time to time
request.

5. COMPENSATION

As full compensation for the performance of this order, unless otherwise
provided in the order, Buyer shall pay Seller at the rates set forth in the
order for all services provided hereunder by Seller's employees plus, for any
travel required and authorized by Buyer, any travel, per diem, or other costs or
allowances specifically provided in Schedule A to the order. Said rates cover
all profit and all wages and salaries, overhead and other costs and expenses of
Seller incident to this order, except such costs and expenses as may be covered
by an travel, per diem, or other costs or allowances specifically provided for
in the order. Buyer's standard work week begins on Friday and ends on the
following Thursday. Overtime or other premium rates, if any, will not be paid
unless the performance of the overtime or other premium-pay work has the prior
written approval of Buyer.

a. Overtime. Overtime shall be paid at the overtime labor rates for qualifying
Seller's personnel. Overtime compensation shall be the sum of any given straight
time billing rate plus one half of the direct labor rate. Overtime shall be
determined as follows.

(1) Time in excess of eight (8) hours in any one day of a 8/40 week or time in
excess of ten (10) hours in any one day of a 10/40 week or time in excess of
normal work day hours in any one day of a 9/80 schedule.

(2) Time in excess of forty (40) hours in any one standard work week not paid
under a.(1 ) above. Actual time worked during a holiday shall be counted towards
the regular forty (40) hours.

(3) Time worked on a Holiday as defined in e. below.

b. Assignment Allowance. The assignment allowance rate shall be paid to eligible
employees per the rates contained in Schedule A. Employee's are eligible for
assignment allowance provided:

(1) The employees most recent place of work was outside one hundred (100) miles
of Buyer's facility, determined by the Rand McNally Road Atlas and

(2) The employee certifies upon initial assignment that he/she has no personal
residence within one hundred (100) miles of Buyer's facility, determined by the
Rand McNally Road Atlas.

c. Relocation. Seller shall be paid the equivalent of air coach fare one (1) way
from origin to Buyer, if qualified for assignment allowance under b. above.
Value of fare must be pre-approved by Buyer Travel. Agencies will not be
reimbursed if their employees travel prior to having a firm report date.

d. Emergency Leave or Leave Without Cause. Buyer shall not be billed the daily
hourly rates or the assignment allowance rate for any Seller's personnel that
are absent from Buyer's facility or otherwise not performing services due to
illness, suspended operations, or any other reason.
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e. Holidays. Seller's employees shall observe only the holidays and holiday
periods observed by Buyer's employees with whom Seller's employees work. Any
work performed by Seller's employees on such a holiday or during any holiday
period will be compensated by Buyer as provided in 5.a.(3) above.

f. Invoices and Payments. Payments shall be made per the terms stated in the
order. All payments shall be subject to adjustments for amounts subsequently
found upon audit or otherwise to have been improperly invoiced.

9. Inventor Motivation. In addition to the compensation under this Contract,
Buyer may, in its sole and absolute discretion, make payments to Seller under
certain conditions (e.g., upon the filing or issuance of certain patent
applications or patents) which, in Buyer's sole judgment, reflect technological
innovation that results from work performed under this Contract or any
predecessor to it by Personnel. Whenever it determines such payments will be
made, Buyer will notify Seller and the Personnel who, in Buyer's sole judgment,
have demonstrated such technological innovation, and will show such payments as
separate line items in its accounting of the payments made to Seller under this
Contract. Seller will pass such payments on to the named Personnel promptly, and
will make the named Personnel available, upon request, to participate in Buyer
sponsored inventor recognition ceremonies.

6. TAXES

All taxes, including, but not limited to, federal, state and local income taxes;
franchise taxes; federal state and local sales and use taxes (except sales or
use taxes imposed on account of a transaction made under this Contract); gross
receipts taxes; property taxes; value-added taxes and custom duty taxes, are
deemed to be included in the price of the Services. If state or local sales or
use tax is applicable to any of the Services, it will be so noted elsewhere in
this Contract, and Seller shall bill the tax separately on its invoice.

7. DISCIPLINE OF PERSONNEL

Discipline of Seller's employees shall be Seller's responsibility. While on
premises under Buyer's control, Seller's employees shall obey all applicable
plant rules.

8. INSTALLATION (SITE) SECURITY

Seller, its employees and other agents, and employees and other agents of
subcontractors, shall comply fully with physical, fire, or other published
security regulations while on premises under Buyer's control.

9. INDEPENDENT CONTRACTOR AND LABOR REQUIREMENTS

a. Seller is providing services as an independent Contractor. Personnel assigned
by Seller are not employees of Buyer, but are Seller's employees and subject to
the rules, regulations and management of Seller. Seller's employees shall be
paid exclusively by Seller and Seller shall be responsible for compliance with
all requirements relating to its employees under local, state, and federal laws
and regulations, including but not limited to laws and regulations governing
minimum wage, social security, immigration and naturalization, unemployment
insurance, income tax and workmen's compensation. All tax obligations
associated with this agreement are the sole responsibility of Seller. In the
event Buyer is assessed or notified of such taxes, Buyer shall notify Seller and
Seller shall promptly pay the amount of such assessments to the proper
authority. At the request of Buyer, Seller shall give reasonable evidence of
compliance with all such legal requirements and obligations.

b. All work shall be performed at Buyer's facilities unless otherwise requested
and authorized by Buyer.

c. Seller will only employ on Buyer's assignments persons who are qualified to
perform the tasks specified buyer. Prior to the issuance of any Order, Seller
will furnish to Buyer the name and job assignment of each person then available
for work and a resume of his or her qualifications. Seller warrants that each
resume submitted represents a complete and accurate employment history and that
the individual is qualified for the designated assignment. Misrepresentation,
gross omissions or falsifications will be cause for removal of Seller s employee
and disallowance with (d) below. Such practices by Seller will be considered
cause for contract termination.

Seller will also furnish other information about Seller's personnel as
reasonably requested by Buyer. No personnel of Seller will be assigned to
perform services for Buyer unless the person, and his or her qualifications,
background, assignment, billing rate, report date, and availability, are
acceptable to Buyer. Buyer is not required to state why any person is rejected
or removed from an assignment.

d. Seller shall, upon the written request of Buyer, remove any of Seller's
personnel from the assignment with Buyer and immediately furnish a qualified
replacement. If such person is removed within the first ten (10) working days
after reporting for work, Seller shall receive no compensation of any kind or
amount for such person. No employee's billing rate shall be changed except by
mutual agreement.

e. Seller shall advise Buyer of the security clearance held by each of Seller's
personnel furnished under any Order.

f.   Seller shall not remove, reassign, transfer or otherwise make
available any of its employees assigned to provide services under this Order
without the express prior written consent of Buyer, except resumes offered by
Seller for consideration for assignment will automatically expire if Buyer does
not request the person within 30 days of receipt of resume by Buyer.
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9. Neither Seller nor any of its employees shall disclose to any Buyer personnel
the compensation paid Seller. Seller shall include this nondisclosure obligation
in contracts or agreements with its employees and shall orally advise them of
the obligation.

h. Consultants and/or subcontractors for these services shall not be used by
Seller without the express prior written consent of Buyer shall not be
unreasonably withheld.

10. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS

Seller warrants that in the performance of this Order, it will comply with
applicable federal, state and local laws and regulations, including but not
limited to the applicable provisions of the Fair Labor Standards Act of 1938 as
amended (29 U.S.C. Sec. 201-219) and Executive Order 11246, as amended, and any
regulations issued pursuant thereto.

11. INTELLECTUAL PROPERTY

a. Work Product. All technical work product, including, but not limited to,
ideas, information, data, documents, drawings, software, software documentation,
designs, specifications, and processes produced by Seller's employees,
subcontractors, or employees of subcontractors (Personnel), either alone or with
others, in the course of or as a result of any work performed under this
Contract will be the exclusive property of Buyer and be delivered to Buyer
promptly upon request.

b. Inventions and Patents. All inventions conceived, developed, or first reduced
to practice by Personnel, either alone or with others, in the course of or as a
result of any work performed by Personnel under this Contract, and any patents
based on any such inventions (both domestic and foreign), will be the exclusive
property of Buyer. Seller and Personnel will (1) promptly disclose all such
inventions to Buyer in written detail and (2) execute all papers, cooperate with
Buyer, and perform all acts necessary or appropriate in connection with the
filing, prosecution, maintenance, or assignment of related patents or patent
applications on behalf of Buyer.

c. Works of Authorship and Copyrights. All works of authorship (including, but
not limited to, documents, drawings, software, software documentation,
photographs, video tapes, sound recordings and images) authored or otherwise
created by Personnel, either alone or with others, under this Contract, together
with all copyrights subsisting therein, will be the sole property of Buyer. To
the extent permitted under United States copyright law, all such works will be
works made for hire, with the copyrights therein vesting in Buyer. In all other
cases, the copyrights in such works, including all of the exclusive rights
therein, will be promptly transferred and formally assigned by Seller and/or
Personnel free of charge to Buyer. In order to facilitate the formal assignment
of such copyrights to Buyer, Seller agrees to execute the Assignment and Power
of Attorney included as Attachment A to this Contract and to require each and
every one of the Personnel to execute an Acknowledgment, Assignment, and Power
of Attorney in accordance with Attachment B. Seller further agrees to deliver to
Buyer all executed originals of the documents executed by Personnel in
accordance with this section. Attachments A and B are incorporated into this
Contract by reference.

d. Pre-Existing Inventions and Works of Authorship. Seller and Personnel hereby
grant to Buyer, and to Buyer's subcontractors, suppliers, and customers in
connection with Buyer's products or work being performed for Buyer, an
irrevocable, non-exclusive, paid-up, worldwide license under any patents or
copyrights (whether domestic or foreign) owned or controlled by Personnel at any
time and existing prior to or during the term of this Contract, but only to the
extent that such patents or copyrights would otherwise interfere with Buyer's or
Buyer's subcontractors', suppliers', or customers' use or enjoyment of the work
product, inventions, or works of authorship belonging to Buyer under this
Contract.

e. Treatment of Proprietary Information and Materials. All proprietary,
confidential, and/or trade secret information or data (including all materials
containing or embodying such information or data) belonging to Buyer, or
entrusted to Buyer by others, an becoming known to Personnel in connection with
this Contract (hereinafter "Proprietary Information") will remain the exclusive
property of Buyer; and Personnel will, for the term of this Contract and
thereafter, preserve in confidence, not disclose to others without the prior
written permission of Buyer, and not use (except in the performance of work for
Buyer covered by this Contract) any and all Proprietary Information. At Buyer's
request at any time and, in any event, upon the conclusion of all work under the
applicable Purchase Order or Purchase Orders, the Personnel involved will
deliver to Buyer all tangible embodiments of Proprietary Information.

f. Information and Materials Used or Provided by Personnel. Personnel will, in
the performance of services covered by this Contract, refrain from the unlawful
or unauthorized use or disclosure to Buyer of any trade secrets and/or
confidential information. In addition, Personnel will ensure that, as to all
information disclosed or otherwise provided to Buyer in connection with this
Contract, Buyer may make unlimited use of and freely disclose such information
without incurring any obligation or liability to Personnel or to any other
person or entity.

9. Compliance by Personnel. Seller will require all Personnel to comply with the
requirements of this clause (Intellectual Property). All acts and obligations
assumed by personnel, as contemplated by this clause, are part of the services
performed by Seller under this Contract. Seller will furnish a copy of this
clause to all Personnel, and
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give each of them a reasonable opportunity to read and understand it, before
they are required to execute the Acknowledgment, Assignment, and Power of
Attorney in accordance with Attachment B.

12. SOLICITATION

a. Seller's employees will be allowed to discuss potential employment with The
Boeing Company. Should these discussions lead to an offer of employment, the
candidate may accept after nine (9) months of assignment to Buyer. Buyer will
pay no fees to Seller.

b. Seller agrees that it will not utilize its personnel assigned under any Order
to actively solicit for hire any of Buyer's personnel at any time.

c. Seller agrees that it will not actively solicit for hire the employees of
Buyer for a period of six months after completion of this Order, unless prior
written approval is obtained from Buyer.

13. ASSIGNMENT

This Order shall inure to the benefit of and shall be binding upon the
respective successors and assigns of the parties hereto. The rights, including
Seller's right to receive money, and obligations of the parties may not be
voluntarily assigned or delegated by either party without the express prior
written consent of the other party.

14. GOVERNMENT REQUIREMENTS

Within Seller's invoice or other form satisfactory to Buyer, Seller shall
certify that goods and services covered by this contract were produced in
compliance with Sections 6, 7, and 12, Fair Labor Standards Act, as amended and
the regulations of the U.S. Department of Labor issued thereunder. The equal
opportunity clause set forth in FAR 52.222-26 is incorporated herein by
reference, except "Contractor" means Seller. The Affirmative Action for Special
Disabled and Vietnam Era Veterans clause as set forth in FAR 52.222-35 is
incorporated herein by reference only if contract exceeds $10,000. The
Affirmative Action for Handicapped Workers clause as set forth in FAR 52.222-36
is incorporated herein by reference only if contract exceeds $2,500.

15. SUBCONTRACTING

Seller shall not subcontract any of the personnel assigned to provide services
under this Order without the express prior written consent of Buyer shall not be
unreasonably withheld.

16. TERMINATION

Performance of services under this Order may be terminated in whole or in part
at any time by Buyer by giving Seller written notice of such termination,
specifying the extent and effective date thereof. After receipt of any such
notice, Seller shall stop work hereunder to the extent it relates to the
services terminated and, to the extent requested by Buyer, deliver to Buyer all
completed or partially completed data, writings, recordings, pictures, drawings,
and other information and items produced or obtained in the performance of
services under this Order. In the event of any termination pursuant to this
clause, Seller shall be paid as provided in this Order for all services
performed hereunder and any travel, per diem, or other costs or allowances due
hereunder. Seller shall have no claim against Buyer for services not performed,
anticipatory profits lost, or consequential damages directly or indirectly
caused by any such termination. Except as provided in this clause, any such
termination shall not alter or affect the rights or obligations of the parties
under this Order.

17. AMENDMENTS OF AGREEMENT

This order may not be modified or amended except by an instrument in writing
executed with or subsequent to the execution of this order and signed by
authorized representatives of Buyer and Seller.

18. NOTICES

Any notice or communication pertaining to this order shall be deemed to have
been duly given by a party hereto if served upon or sent to the other by
registered mail or by telegraph. All notices or communications to Buyer from
Seller pertaining to this order shall be addressed as follows:

The Boeing Company Attn: Mark Van Osten, M/S 3U-AA P.O. Box 3707 Seattle, WA
98124-2207

19. WORK INTERRUPTIONS

Notwithstanding any other provision of this Order, Buyer shall not compensate
Seller in any sum or manner whatsoever, including travel, per diem or other
costs or allowances, for any day Seller's personnel do not perform their
services, including but not limited to nonperformance resulting from any strike,
picket line or other labor disturbance.

20. DELAYS

Seller shall be excused from and shall not be liable for any delay in its
performance of the Order, and shall not be deemed to be in default for any
failure of performance thereunder, due to causes beyond its control and not
occasioned by its negligence or fault.

21. RESPONSIBILITY FOR CLAIMS

a. Indemnification by Seller. Seller shall indemnify, defend, and hold harmless
Buyer, its subsidiaries, and their respective agents, officers, directors,
employees and assigns (hereinafter "Indemnitees") from and against all losses,
claims, penalties, fines, liabilities, judgments and expenses, including
expenses related to establishing the right to indemnification, of any kind and
nature whatsoever (hereinafter "Claims"), including without limitation personal
injury or bodily injury to or death of any person (including without limitation
employees of Seller), or loss of or damage to any property, arising out of or
related to Seller's performance of this Agreement, whether or not such
<PAGE>

Claims arise out of the negligence of Buyer, Seller or any other party, and
whether or not such Claims be false, fraudulent or groundless. Except for Claims
brought by or on behalf of Seller or Seller's employees, the foregoing indemnity
shall not apply to the extent such Claims arise out of the negligence of Buyer.
Seller expressly waives any immunity under industrial insurance, whether arising
from Title 51.04.010 et seq. of the Revised Code of Washington or any other
statute of source, to the extent of the indemnity set forth in this paragraph.
In the event that Seller is successful in proving that the foregoing indemnity
is limited by ROW 4.24.1 15, Seller shall defend, indemnify and hold harmless
the Indemnitees to the full extent allowed by RCW 4.24.1 15.

b. Indemnification. Performance of Seller or Subcontractor. Seller shall defend,
indemnify, and hold harmless the Indemnitees from and against all actions and
claims, including attorneys' fees and other costs of litigation related thereto,
involving or in any way relates to establishing the right to indemnification,
which right arises out of or in any way relates to Seller's failure to perform
any of its obligations under the Contract or to any Subcontractor's failure to
perform any of its obligations under the Contract or its subcontract.

c. Subcontractor Indemnification. If any Subcontractors or their employees will
have a presence on Buyer's premises in connection with the performance of the
Work, Seller shall require each Subcontractor to provide an  indemnity
enforceable by and for the benefit of the Indemnitees to the same extent require
of Seller under paragraph 21 a, "Indemnification, Negligence of Seller or
Subcontractor."

22. SELLER'S INSURANCE

a. Commercial General Liability. Throughout the period when work is performed
and until final acceptance by Buyer, Seller shall carry and maintain, and ensure
that all Subcontractors carry and maintain, Commercial General Liability
insurance with available limits of not less than One Million Dollars
($1,000,000) per occurrence, for bodily injury and property damage combined.
Such insurance shall be in a form and with insurers acceptable to Buyer and
shall contain coverage for all premises and operations, broad form property
damage, and contractual liability (including, without limitation, that
specifically assumed under paragraph 21.a herein). Seller shall cause the
indemnitees to be named as an additional insured, but only to the extent of the
indemnity set forth in section 21.a. Such insurance shall not be maintained on a
per project basis unless the respective Seller or Subcontractor does not
maintain blanket coverage.

b. Automobile Liability. If licensed vehicles will be used in connection with
the performance of the Work, Seller shall carry and maintain, and ensure that
any Subcontractor who uses a licensed vehicle in connection with the performance
of the Work carries and maintains, throughout the period when Work is performed
and until final acceptance by Buyer, business Automobile Liability insurance
covering all vehicles, whether owned, hired, rented, borrowed, or otherwise,
with available limits of liability of not less than One Million Dollars
($1,000,000) per occurrence combined single limit for bodily injury and property
damage.

c. Workers' Compensation. Seller shall carry and maintain, and ensure that all
Subcontractors carry and maintain, insurance in accordance with the applicable
laws relating to Workers' Compensation covering all of their respective
employees working on or about Boeing premises. If Buyer is required by any
applicable law to pay any Workers' Compensation premiums with respect to
employee of Seller or any Subcontractor, Seller shall reimburse Buyer for such
payment.

d. Certificates of Insurance. Prior to the commencement of the Work, Seller
shall provide for Buyer's review and approval Certificates of Insurance
reflecting full compliance with the requirements set forth in Paragraphs 22.a,
Commercial General Liability; 22.b, Automobile Liability; and 22.c, Workers'
Compensation, as applicable. Such certificates shall be kept current and in
compliance throughout the period when work is being performed and until final
acceptance by Buyer, and shall provide for thirty (30) days advance written
notice to Buyer in the event of cancellation. Failure of Seller or any
Subcontractor thereof to furnish Certificates of Insurance, or to procure and
maintain the insurance required herein, or failure of Buyer to request such
certificates, endorsements, or other proof of coverage shall not constitute a
waiver of the respective Seller's or Subcontractor's obligations hereunder.

e. Self-Assumption. Any self-insured retention, deductibles, and exclusions in
coverage in the policies required under Article 22, shall be assumed by, for the
account of, and at the sole risk of Seller or the Subcontractor which provides
the insurance and to the extent applicable shall be paid by such Seller or
Subcontractor. In no event shall the liability of Seller or any Subcontractor be
limited to the extent of any of the minimum limits of insurance required under
Article 22.

23. GENERAL PROVISIONS

a. Severability. If any provision of this Contract shall be held by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the remaining
provisions shall remain in full force and effect.

b. Non-waiver. Any failure of Buyer to enforce any provision of this order shall
not constitute waiver of such provision or prejudice the right of Buyer to
enforce such provision at any subsequent time. No such provision shall be deemed
waived unless the waiver is in writing and signed by authorized representatives
of Buyer and Seller.

c. Publicity. Seller will not, and will ensure that Personnel will not, (a) make
reference to this Contract (including any Purchase Order) or Seller's or
Personnel's relationship with Buyer in connection with any form of promotion or
public announcement or (b use, or cause of permit to be used, the Boeing name or
any Buyer trademark or service mark in any form of promotion or publicity
without Buyer's prior written approval. Buyer is, however, authorized to
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refer to this Contract and any relevant Purchase Order to the extent reasonably
necessary to solicit and employ Personnel.

d. Survival. All indemnities, warranties and representations made under this
Contract, and all accrued obligations under the clause entitled "Proprietary
Information" will survive cancellation or termination of this Contract.
Cancellation or termination of this Contract will not affect operation of those
provisions of this Contract which, by their terms, survive or are required to
survive in order to effectuate the intent of the parties, as reflected by this
Contract.

e. Rights and Remedies. Except as limited under this Contract, the rights and
remedies afforded to each party under this Contract are in addition to any other
rights or remedies, at law or in equity, or otherwise.

f. Solicitation or Recruitment. Seller shall not in any way solicit or recruit
personnel to meet the requirements of this Order until this Order has been
signed by both parties.

9. Agent for Process. Seller shall appoint an agent for the service of legal
process in the State of Washington. Such obligation shall continue beyond the
termination or cancellation of this Order.

h. Approval and Payment. Seller understands and agrees that Boeing approval and
payment of any of Seller's invoices against this Order is not to be construed as
any type of acceptance of the prices/rates included thereon. Payment of Seller's
invoices shall be subject to adjustment for any amount subsequently found to
have been improperly invoiced.

i. Audit Rights. For the purposes of verifying sums and rates invoiced by
Seller, Seller agrees to retain, until three years after final payment under
this Order, all books, documents, papers, records, etc., pertaining to all
transactions hereunder. Seller further agrees that, during this time, Buyer
shall be granted access to and have the right to audit any and all such
information during normal working hours. Buyer's standard audit procedure for
any given Order will consist of the following:

(1) A random invoice sampling of at least five (5) percent;

(2) The determination of an error rate, if any; and,

(3) The calculation of any adjustment amount by applying the percentage error
rate to the total current aggregate dollar expenditure figure for the entire
time period in question, and then adding appropriate freight and tax
considerations.

j. Accessory Equipment. Seller or Seller's personnel shall provide all equipment
and items necessary to provide services under this Order.

k. Gratuities. Neither Seller nor its employees, agents or representatives shall
offer or extend any gratuities, such as gifts, entertainment, or personal
discounts, to any of Buyer's employees regardless of the purpose or intent of
the offer. Any question on this policy may be referred to the Group Manager,
Commodity Procurement Group, 155 Materiel, The Boeing Company, P.O. Box 3707,
M/S 3U-AA, Seattle, WA 98124.

I. Vacations. Seller's personnel will request and schedule vacations in advance
with the cognizant Boeing supervisor. All vacations must be approved by Boeing.

m. Purchase Order Value. The dollar allotment on the face of this order in the
space designated "Unit Price" is for buyer's budget purpose only and represents
no guarantee commitment for future purchase requirements. Any estimate or other
representation of future purchase requirements provided to Seller by Buyer is
not to be considered or relied upon as an indication of Buyer's actual purchase
requirements.

n. Terminated for Cause. Contract labor personnel terminated for cause cannot
reapply for contract labor or direct hire for a period of 18 months.

o. Badging. Time needed for Badging and Rebadging of Seller's personnel will not
be compensated by Buyer.

p. Time Records. When Boeing's Standard Attendance and Labor Collection System
(SALCO) or Employee Timekeeping System (ETS) is used, SALCO or ETS will be the
only official record of the hours Seller's personnel worked at Boeing. Any
differences between Boeing SALCO or ETS and hours submitted by Seller must be
approved and corrected in SALCO or ETS before any additional payments will be
made by Boeing.

24. CONFLICT OF INTEREST

A completed "Government Conflict of Interest Questionnaire" must be forwarded
along with the Contract individual's resume when submitting candidates for
consideration.

25. ETHICS

A copy of the Boeing Business Conduct Guidelines booklet will be distributed to
all Seller personnel assigned to The Boeing Company.

26. PROCUREMENT INTEGRITY

Seller understands and agrees that it is acting solely on its own and for its
benefit, and in no way as a representative or agent of Buyer, in recruiting
individuals to perform services under this Contract. Moreover, Seller agrees to
comply with the Procurement Integrity Provisions of the Office of Federal
Procurement Policy Act of 1988 (The Act), 41 U.S.C. 423, and its implementing
regulations, FAR 3.104 et seq. Seller shall reimburse Buyer, by contract price
adjustment or otherwise, for any damages incurred by Buyer for any violation of
The Act which is caused by Seller. Seller agrees to hold Buyer harmless from and
indemnify Buyer for all costs, expenses, and
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offsets that Buyer may incur as a consequence of violations of The Act which are
caused by Seller. The rights and obligations set forth in this clause shall
survive completion of, final payment under, or termination of this Contract.

27. INFRINGEMENT

Seller shall defend Buyer and Customers against all claims and proceedings based
upon actual or alleged infringement of any patent or copyrights by any Work or
based upon actual or alleged misappropriation or wrongful use of any proprietary
or confidential information involving any Work, and Seller shall hold them
harmless from any resulting losses, liabilities, damages, costs and expenses.
Seller shall be notified of such claims or proceedings with reasonable
promptness. Seller's obligations under this clause shall not apply to the extent
any Work are manufactured pursuant to detailed designs furnished by Buyer or to
any infringement arising from the use or sale of Work in combination with items
not furnished by Seller if such infringement would not have occurred from the
use or sale of such Work solely for the purpose for which they were designed or
delivered to Buyer. Seller's obligation under this clause shall extend to the
U.S. Government only if and to the extent Buyer is obligated or liable to the
U.S. Government.

28 GOVERNING LAW

This Contract shall be construed under and governed by the laws of the State of
Washington, without regard to conflict of law provisions. The prevailing party
in any litigation arising out of this Contract shall be entitled to recover its
reasonable attorneys' fees and costs from the losing party.

29 COMPLETE AGREEMENT

This Contract contains the complete and exclusive statement of the terms of the
Contract between Buyer and Seller with respect to the Work, and supersedes and
merges any prior or contemporaneous agreements, commitments, proposals,
representations or communications, oral or written, with respect to the Work.

ATTACHMENT A ASSIGNMENT AND POWER OF ATTORNEY

WHEREAS, the Boeing Company ("Boeing") has engaged (Company) to act through
certain of its employees, subcontractors, and/or employees of subcontractors
(Personnel) in the performance of services for Boeing, and such services may
involve the creation of certain works of authorship (Works).

THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Company hereby sells, assigns and transfers to Boeing, and
to Boeing's lawful successors and assigns, its entire right, title and interest
in and to the Works, together with the right to register the copyrights
(Copyrights) therein, the Works and the Copyrights to be held and enjoyed by
Boeing as the assignee for the use and benefit of itself and its successors and
assigns as fully and entirely as the same would have been held and enjoyed by
the Company had this assignment not been made.

FURTHER, Company grants to Boeing an irrevocable special power of attorney for
the limited purpose of perfecting the formal assignment of the Copyrights
through the execution and recording of such instruments as are reasonably
necessary for that purpose, including but not limited to recordable assignment
documents, copyright registration applications, UCC security interest
recordings, and the like.

Executed at SEATTLE, WA this 5/TH/ day of AUGUST 1996

CORPORATE SEAL


/s/ Kendall Kunz VP
(Company)

STATE OF WASHINGTON )
     ) Ss.
COUNTY OF KING )

On this day personally appeared before me Kendall W. Kunz, to me known to be the
individual described in and who executed the within and foregoing instrument and
who acknowledged that he/she is authorized to execute the foregoing instrument
on behalf of ARIS Corporation and affix its corporate seal thereto, and who
further acknowledged that he/she executed the foregoing instrument as his/her
free and voluntary act and deed, for the uses and purposes therein mentioned.

GIVEN under my hand and official seal this 15th day of August 1996
      Norbert W. Sugayan Jr.
      Notary Public in and for the
      State of Washington
      residing at 351 SW Forest Dr., Issaquah, WA 98027
My commission expires February 1, 1999

[Notary Public Seal for above Notary Public]


ATTACHMENT B
ACKNOWLEDGEMENT, ASSIGNMENT, AND POWER OF ATTORNEY
<PAGE>

Acknowledgement. The undersigned person (Personnel) acknowledges and agrees that
(a) he/she is an employee (or a subcontractor or an employee of a subcontractor
of _________________ (Company) and has been assigned to perform services under
an agreement (Agreement) between Company and The Boeing Company (Boeing), (b)
Company requires him/her to comply with the requirements of the clause entitled
"INTELLECTUAL PROPERTY" from the Agreement, (c) he/she has reviewed,
understands, and agrees to perform all of the obligations described in this
clause as an employee of Company, (d) his/her assignment to perform services may
involve the creation of certain works of authorship (Works), and (e) any
copyrights subsisting in the Works are to be assigned to Boeing.

Assignment. For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Personnel hereby sells, assigns and transfers to Boeing and
its lawful successors and assigns, he's/her entire right, title and interest in
and to the Works, together with all copyrights in the Works and all of the
exclusive rights under said copyrights, and the held and enjoyed by Boeing as
the assignee for the use and benefit of itself and its successors and assigns as
fully and entirely as the same would have been held and enjoyed by Personnel had
this assignment not been made.

Power of Attorney. Boeing is hereby granted an irrevocable special power of
attorney for the limited purpose of perfecting this assignment by executing such
instruments as are reasonably necessary therefor, including by not limited to,
recordable assignment documents, copyright registration applications, UCC
security interest recordings and the like.

Executed at Seattle, WA this 15th day of August 1996

CORPORATE SEAL

Brad Marshall
(Contractor)

STATE OF WASHINGTON )
) ss.
COUNTY OF KING )

On this day personally appeared before me Brad Marshall, to me known to be the
individual described in and who executed the within and foregoing instrument and
acknowledged that he/she executed the foregoing instrument as his/her free and
voluntary act and deed, for the uses and purposes therein mentioned.

GIVEN under my hand and official seal this 15th day of August 1996
      Norbert W. Sugayan Jr.
      Notary Public in and for the
      State of Washington
      residing at 351 SW Forest Dr., Issaquah, WA 98027
My commission expires February 1, 1999

[Notary Public Seal for above Notary Public]

Source: OneCLE Business Contracts.