EXHIBIT 10.5



                           
         AWARD/CONTRACT                     1.  THIS CONTRACT IS A RATED ORDER          RATING                     PAGE OF PAGE
                                                UNDER DPAS (15 CFR 350)                                              1      32

2.  CONTRACT (Proc. Inst. Indent.) NO.      3.  EFFECTIVE DATE                          4.  REQUISITION PURCHASE REQUEST/PROJECT NO.
    N01-CP-33060                                03/01/93

5.  ISSUED BY    CODE  261933060            6.  ADMINISTERED BY (IF OTHER THAN ITEM 5)           CODE

    National Cancer Institute                   ENVIRONMENTAL EPIDEMIOLOGY 
    Research Contracts Branch, CECS             EPIDEMIOLOGY AND  BIOSTATISTICS PROGRAM 
    Executive Plaza South,  Room 620            DIVISION OF CANCER  ETIOLOGY 
    9000  Rockville Pike                        (RFP No. NCI-CP-21000-21) 
    Bethesda, Maryland 20892

7.  NAME AND ADDRESS OF CONTRACTOR 
    (No., street, city, county, 
    State and ZIP Code)                    8.  Delivery

         BIOTECH RESEARCH LABORATORIES, INC.                                            FOB ORIGIN                FOB DESTINATION
         3 TAFT COURT                                                                   9.  DISCOUNT FOR PROMPT PAYMENT
         T HIGH RIS, MARYLAND  20850                                                    10. SUBMIT NOTICES             ITEM
                                                                                            (4 copies unless other-    SEE SECTION G
         PLACE OF PERFORMANCE:  ROCKVILLE, MARYLAND                                         wise specified) TO         ARTICLE G.3.

CODE                                FACILITY CODE                                       THE ADDRESS SHOWN IN:

11.  SHIP TO/MARK FOR      CODE                      12.  PAYMENT WILL BE MADE BY                CODE

         SEE SECTION C, ARTICLE C.2.                                   SEE SECTION G, ARTICLE G.3.

13.  AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION          14.  ACCOUNTING AND APPROPRIATION DATA
                                                                            CAN1  38422985       TIN  1043152484A1
         10 U.S.C. 2304(c)  (     )         41 U.S.C. 253(c) (   )          CAN2             DOC. NO.  N1CP33060A
                                                                         OC CODE  25.3T          LOC

15A.  ITEM NO.             15B.  SUPPLIES/SERVICES            15C.  QUANTITY    15D.  UNIT       15E.  UNIT PRICE       15F.  AMOUNT

      TITLE:               LABORATORY SUPPORT FOR PROCESSING AND STORAGE OF BIOLO-
                           GICAL SPECIMENS FROM PERSONS AT HIGH RISK FROM CANCER

      CONTRACT PERIOD:  03/01/93 through 02/28/94.
      CONTRACT TYPE:    Cost-Plus Fixed Fee, TERM                                                                          558,106
      CURRENT OBLIGATION:
                                                                                                                   $
                                            15G.  TOTAL AMOUNT OF CONTRACT                                         $       898,011

                                                            16. TABLE OF CONTENTS

(()      SEC.              DESCRIPTION               PAGE(S)  (()      SEC.             DESCRIPTION                        PAGE(S)
                    PART I - THE SCHEDULE                                       PART II - CONTRACT CLAUSES
(        A        SOLICITATION/CONTRACT FORM            1     (        I        CONTRACT CLAUSES                           25
(        B        SUPPLIES OR SERVICES AND PRICES/COSTS  4       PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
(        C        DESCRIPTION/SPECS./WORK STATEMENT     7     (        J        LIST OF ATTACHMENTS                        32
(        D        PACKAGING AND MARKING                14     (  PART IV - REPRESENTATIONS AND INSTRUCTIONS
(        E        INSPECTION AND ACCEPTANCE            15              K        REPRESENTATIONS, CERTIFICATIONS AND
(        F        DELIVERIES OR PERFORMANCE            16                       OTHER STATEMENTS OF OFFERORS               32
(        G        CONTRACT ADMINISTRATION DATA         17              L        INSTRS., CONDS., AND NOTICES TO OFFERORS
(        H        SPECIAL CONTRACT REQUIREMENTS        22              M        EVALUATION FACTORS FOR AWARD

                                        CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE

17.  CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is                  18. AWARD (Contractor is not required to sign this document.)
required to sign this document and return 1 copies to issuing          Your offer on Solicitation Number                          ,
office.)  Contractor agrees to furnish and deliver all items or        including the additions or changes made by you which 
perform all the services set forth or otherwise identified above       additions or changes are set forth in full above, is hereby
and on any continuation sheets for the consideration stated            additions or items listed above and on any continuation 
herein.  The rights and obligations of the parties to this             sheets.  This award consumates the contract which consists of
contract shall be subject to and governed by the following             the following documents:  (a)  the Government's solicitation
documents:  (a) this award/contract, (b)  the solicitation, if         and your offer, and (b) this award/contract.  No further
any, and (c) such provisions, representations, certifications,         contractual document is necessary.
and specifications, as are attached or incorporated by reference
herein.  (Attachments are listed herein.)

19A.  NAME AND TITLE OF SIGNER (Type or Print)                         20A.  NAME OF CONTRACTING OFFICER
         /S/ MARK MANAK                                                         NANCY E COLEMAN
         VICE PRESIDENT

19B.  NAME OF CONTRACTOR                          19C.  DATE SIGNED    20B.  UNITED STATES OF AMERICA              20C.  DATE SIGNED
         /S/ Mark Manuk                                                BY  /S/ SIGNATURE UNREADABLE                  2/22/93
         (Signature of person authorized to sign)       2/22/93        (Signature of Contracting Officer)


NSW 7540-01-152-8069                                          26-107                    STANDARD FORM 26 (REV. 4-85)
PREVIOUS EDITION UNUSABLE                                                               Prescribed by GSA
                                                                                        FAR (48 CFR) 53.214(a)

                                                        * GPO: 1985 0 - 461-275 (418)







                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060



                       DETAILED TABLE OF CONTRACT CONTENTS





PART I - THE SCHEDULE
                                                                                                                
         SECTION A - SOLICITATION/CONTRACT FORM...........................................................1

         SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS................................................4

                   ARTICLE B.1.  BRIEF DESCRIPTION OF SUPPLIES OR SERVICES................................4
                   ARTICLE B.2.  ESTIMATED COST AND FIXED FEE.............................................4
                   ARTICLE B.3.  PROVISIONS APPLICABLE TO DIRECT COSTS....................................5
                   ARTICLE B.4.  ADVANCE UNDERSTANDINGS...................................................7

         SECTION C - DESCRIPTION/SPECIFICATIONS/WORKSTATEMENT.............................................7

                   ARTICLE C.1.  STATEMENT OF WORK........................................................7
                   ARTICLE C.2.  REPORTING REQUIREMENTS...................................................13

         SECTION  D  -  PACKAGING, MARKING AND SHIPPING...................................................14

                   ARTICLE D.1.  PACKAGING................................................................14
                   ARTICLE D.2.  MARKING..................................................................15
                   ARTICLE D.3.  SHIPPING.................................................................15

         SECTION  E - INSPECTION AND ACCEPTANCE...........................................................15

                   ARTICLE E.1.  INSPECTION AND ACCEPTANCE................................................15


         SECTION F - DELIVERIES OR PERFORMANCE............................................................16

                   ARTICLE F.1.  PERIOD OF PERFORMANCE....................................................16
                   ARTICLE F.2.  LEVEL OF EFFORT..........................................................16
                   ARTICLE F.3.  STOP WORK ORDER..........................................................17

         SECTION G - CONTRACT ADMINISTRATION DATA.........................................................17

                   ARTICLE G.1.  PROJECT OFFICER..........................................................17
                   ARTICLE G.2.  KEY PERSONNEL............................................................18
                   ARTICLE G.3.  INVOICE SUBMISSION.......................................................18
                   ARTICLE G.4.  CONTRACT FINICAL REPORT..................................................19
                   ARTICLE G.5.  INDIRECT COST RATES......................................................20
                   ARTICLE G.6.  GOVERNMENT PROPERTY......................................................20
                   ARTICLE G.7.  GOVERNMENT SUPPLY SOURCES................................................22






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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


         SECTION H - SPECIAL CONTRACT REQUIREMENTS........................................................22

                   ARTICLE H.l.  REIMBURSEMENT OF COSTS FOR INDEPENDENT RESEARCH AND
                                 DEVELOPMENT PROJECTS.....................................................22
                   ARTICLE H.2.  HUMAN SUBJECTS...........................................................23
                   ARTICLE H.3.  HUMAN MATERIALS..........................................................23
                   ARTICLE H.4.  PRIVACY ACT..............................................................23
                   ARTICLE H.5.  OPTION PROVISION.........................................................23
                   ARTICLE H.6.  SALARY RATE LIMITATION IN FISCAL YEAR 1993...............................24
                   ARTICLE H.7.  CONFIDENTIALITY OF INFORMATION...........................................25

PART II

         SECTION I - CONTRACT CLAUSES.....................................................................25

                   ARTICLE I.1.  GENERAL CLAUSES FOR A COST-PLUS-A-FIXED-FEE CONTRACT.....................25
                   ARTICLE I.2.  AUTHORIZED SUBSTITUTIONS OF CLAUSES......................................29
                   ARTICLE I.3.  ADDITIONAL CONTRACT CLAUSES..............................................29
                   ARTICLE I.4.  ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT....................30

PART III
         SECTION J - LIST OF ATTACHMENTS..................................................................32

                  Invoice/Financing Request Instructions for NIH Cost-Reimbursement
                      Type Contracts......................................................................32
                  Financial Report of Individual Project/Contract, NIH 2706...............................32
                  Instructions for Completing form NIH 2706...............................................32
                  Privacy Act System of Records...........................................................32
                  Safety and Health.......................................................................32
                  Procurement of Certain Equipment........................................................32
                  Schedule II-A, Government Furnished Property............................................32

PART IV

         SECTION K - REPRESENTATIONS AND CERTIFICATIONS...................................................32

                  Representations and Certifications......................................................32










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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

ARTICLE B.1. BRIEF DESCRIPTION OF SUPPLIES OR SERVICES

Numerous  scientific  advancements  have been  accelerated  by having  available
well-characterized  biologic specimens  collected from previous research efforts
and then preserved for long-term  storage.  The Epidemiology  and  Biostatistics
Program (EBP),  Division of Cancer  Etiology (DCE),  National  Cancer  Institute
(NCI),  has had a long history of  collaboration  with laboratory  investigators
involving the  collection,  testing and storage of biologic  samples on patients
with  malignancies  or at  high  risk  of  developing  malignancies,  as well as
appropriate  controls.  The  Contractor  shall maintain a repository of biologic
specimens for the  Epidemiology  and  Biostatistics  Program  (EBP).  This shall
include frozen serum, plasma, urine, tumor tissue, tumor tissue extracts,  whole
red blood cells,  separated and frozen white blood cells,  or fractions of white
blood cell  populations,  bone marrow cells,  body fluids,  lymphoblastoid  cell
lines,  DNA, stool specimens or smears on slides and other types of specimens as
specified by the Project Officer. These materials shall be maintained at optimum
temperatures for long-term storage, including liquid nitrogen, if appropriate.

ARTICLE B.2. ESTIMATED COST AND FIXED FEE

a.      The estimated cost of Year 1 of this contract is $842,429.

b.      If the Government exercises its options pursuant to ARTICLE H.5. of this
        contract,  the  estimated  cost of this  contract  will be  increased by
        $881,626  (Option  1, Year 2);  $922,633  (Option  2, Year 3);  $965,679
        (Option 3, Year 4).

c.      The  fixed fee for Year 1 of this  contract  is  $55,582.  The fixed fee
        shall be paid in direct ratio to the level of effort expended;  that is,
        the  percent of fee paid shall be equal to the  percent of total  effort
        expended.  Payment shall be subject to the withholding provisions of the
        clauses  ALLOWABLE  COST AND  PAYMENT  and FIXED FEE  referenced  in the
        General  Clause  Listing  in Part II,  ARTICLE  I.1.  of this  contract.
        Payment of fixed fee shall not be made in less than monthly increments.

d.      If the Government exercises its options pursuant to ARTICLE H.5. of this
        contract,  the fixed fee of this  contract  will be increased by $58,207
        (Option 1, Year 2); $60,955  (Option 2, Year 3); $63,841 (Option 3, Year
        4).

e.      The Government's obligation,  represented  by  the  sum of the estimated
        cost plus the fixed fee for Year 1 is $898,011.

f.      If the Government exercises its options pursuant to ARTICLE H.5. of this
        contract,  the  Government's  obligation  represented  by the sum of the
        estimated  cost plus the fixed fee will be $939,833  (Option 1, Year 2);
        $983,588 (Option 2, Year 3); $1,029,520 (Option 3, Year 4).





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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


g.      Total funds  currently  available  for payment of Year 1 and allotted to
        this contract are $558,106 of which  $523,562  represents  the estimated
        costs  and of which  $34,544  represents  the  fixed  fee.  For  further
        provisions on funding,  see the LIMITATION OF FUNDS clause referenced in
        Part II, ARTICLE I.2. Authorized Substitutions of Clauses.

h.      It  is  estimated  that  the  amount   currently   allotted  will  cover
        performance of the contract through October 15, 1993.

i.      The  Contracting  Officer  may allot  additional  funds to the  contract
        without the concurrence of the Contractor.


ARTICLE B.3. PROVISIONS APPLICABLE TO DIRECT COSTS

a.   Items Unallowable Unless Otherwise Provided

     Notwithstanding  the  clauses,  ALLOWABLE  COST AND  PAYMENT and FIXED FEE,
     incorporated  in  this  contract,  unless  authorized  in  writing  by  the
     Contracting  Officer,  the costs of the following items or activities shall
     be unallowable as direct costs:

     1)   Acquisition, by purchase or lease, of any interest in real property;

     2)   Special rearrangement or alteration of facilities;

     3)   Purchase or lease of any item of general  purpose office  furniture or
          office  equipment   regardless  of  dollar  value.   (General  purpose
          equipment  is  defined  as any items of  personal  property  which are
          usable for purposes other than research,  such as office equipment and
          furnishings, pocket calculators, etc.);

     4)   Travel to attend general scientific meetings;

     5)   Foreign travel - [See paragraph b.2), below.];

     6)   Patient care costs;

     7)   Accountable  Government  property  (defined as both real and  personal
          property  with an  acquisition  cost  of  $1,000  or  more  and a life
          expectancy of more than two years) and "sensitive  items" (defined and
          listed in the Contractor's  Guide for Control of Government  Property,
          1990, regardless of acquisition value.






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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060

b.   Travel Costs

      1)   Domestic Travel

           a)     No expenditures for domestic travel (transportation,  lodging,
                  subsistence,  and  incidental  expenses) are to be incurred in
                  direct  performance of this contract without the prior written
                  approval of the Contracting Officer. In the event travel costs
                  may be required as a direct cost to this contract, these costs
                  must be approved in writing,  in advance,  by the  Contracting
                  Officer,  and must be  certified  that  the  cost  will not be
                  included in the indirect costs.

           b)     This  contract is subject to the  provisions  of Section 24 of
                  Public  Law  99-234   which   amends  the  Office  of  Federal
                  Procurement  Policy Act to provide that  contractor  costs for
                  travel,  including lodging, other subsistence,  and incidental
                  expenses,  shall be allowable  only to the extent that they do
                  not exceed the amount allowed for Federal employees.

      2)   Foreign Travel

                 Requests  for  foreign  travel must be  submitted  at least six
                 weeks  in  advance  and  shall  contain  the   following:   (a)
                 meeting(s)  and  place(s) to be visited,  with costs and dates;
                 (b) name(s) and title(s) of contractor  personnel to travel and
                 their functions in the contract project;  (c) contract purposes
                 to be  served  by the  travel;  (d) how  travel  of  contractor
                 personnel  will benefit and  contribute  to  accomplishing  the
                 contract project,  or will otherwise justify the expenditure of
                 NIH contract funds;  (e) how such advantages  justify the costs
                 for travel and absence from the project of more than one person
                 if such are suggested; and (f) what additional functions may be
                 performed by the travelers to accomplish  other purposes of the
                 contract and thus further benefit the project.

     3)   Government Discount Air Travel Rates

           a)     To the  maximum  extent  practicable  consistent  with  travel
                  requirements,  the  Contractor  agrees to use the  reduced air
                  transportation  rates and services  provided through available
                  Government  discount air fares. These fares are available only
                  for bona-fide employees' travel that is otherwise reimbursable
                  as a direct cost pursuant to this  contract.  The objective is
                  to achieve  the lowest  overall  cost to the  Contractor  and,
                  thus, to the Government.  The Contractor  shall submit written
                  requests to the Contracting  Officer for  authorization to use
                  these rates.  The request  shall  provide the full name of the
                  traveler(s),  the number of the  contract for which the travel
                  is  being  performed,  the  contract  objective  that is to be
                  fulfilled, and the dates during which the



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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


                  travel is to occur.  Contracting  Officer approval,  if given,
                  will be on official  agency  letterhead so that the letter can
                  be   presented   to  the  airline  as   confirmation   of  the
                  authorization.

           b)     Nothing  in this  clause  shall  authorize  transportation  or
                  services  which  are not  otherwise  reimbursable  under  this
                  contract. Nothing in this clause requires air carriers to make
                  available to the Contractor any Government discount airfares.


ARTICLE B.4. ADVANCE UNDERSTANDINGS

Other  provisions  of this contract  notwithstanding,  approval of the following
items  within  the  limits  set  forth  is  hereby   granted   without   further
authorization from the Contracting Officer.

a.   Indirect Rates



           [Language Deleted due to Confidential Treatment Request.]




SECTION C - DESCRIPTION/SPECIFICATIONS/WORKSTATEMENT

ARTICLE C.1. STATEMENT OF WORK

a.   Independently  and not as an agent of the Government,  the Contractor shall
     be required to furnish all the  necessary  services,  qualified  personnel,
     material,   equipment,  and  facilities,  not  otherwise  provided  by  the
     Government, as needed to perform the Statement of Work below:

     1)  The Contractor shall provide the services described below in accordance
         with Contractor-developed, Government-approved protocols:

         a)  separation  and  viable   cryopreservation   of  blood  mononuclear
             lymphocytes;

         b)  separation,  aliquotting and storage of serum,  plasma and/or urine
             as needed;

         c)  cryopreservation of bone marrow samples;

         d)  storage of tumor extracts;

         e)  cryopreservation of whole tumor tissue;





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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


         f)  cryopreservation of intact red blood cells;

         g)  viable  cryopreservation of previously  established  lymphoblastoid
             cell lines;

         h)  storage of DNA and other  biological  materials as specified by the
             Project Officer;

         i)  extraction of DNA from biologic materials;

         j)  specimen processing as required by NCI to preserve special biologic
             materials;

         k)  logging  in,  labeling  and  tracking  of each vial of each  sample
             employing an NCI developed  computerized  specimen tracking system,
             including  all  laboratory  safeguards  to insure the  fidelity and
             purity of each sample; and

         l)  maintenance  of  the  previously-established  repository  currently
             containing  300,000  biological  specimens  and  allowance  for  an
             estimated increase of up to 25% of freezer storage space.

         These services shall be available  routinely  between the hours of 9:00
         a.m.  and 2:00  p.m.,  Monday  through  Friday,  and at any other  time
         (including  nights,  weekends  and  holidays)  by special  arrangement,
         usually  with  advance  notice.  A  laboratory  staff  member  shall be
         available during  non-business hours for emergency specimen  processing
         (as might occur when a patient  dies).  A biohazard  area  adequate for
         processing  specimens with Acquired  Immunodeficiency  Syndrome  (AIDS)
         shall be available for the processing of all biologic samples.

2)       The Contractor shall supply  messenger  service to pick up specimens or
         inter-laboratory  communication  from  medical care  facilities  in the
         Washington,  D.C. area or at area transportation centers (i.e., Dulles,
         D.C.  National  and  Baltimore/Washington   Airports).  This  messenger
         service shall be supplied by the  Contractor and not  subcontracted  to
         commercial  carriers.  All specimens  submitted to the  laboratory  for
         processing  shall be scheduled  in advance,  except in  emergencies  as
         detailed  below.  Specimens  shall  be  delivered  to the  Contractor's
         laboratory  within four hours of  notification  for pick-up.  Specimens
         shall  be  protected  from  temperature  extremes  by use of  insulated
         containers  or other  acceptable  means as needed.  A  portable  liquid
         nitrogen  container  for  transport of frozen cells or tumor  specimens
         shall also be required.  Only specimens  provided by or approved by the
         Project  Officer  shall be accepted for  processing  and storage by the
         Contractor.





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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


3)      The  Contractor  shall be  responsible  for recording and monitoring the
        location of all specimens that are being sent or received through use of
        a log  book of all  requests  and  specimens.  The  Contractor  shall be
        responsible  for  monitoring,  shipping  and  receipt  of  specimens  to
        minimize delay or loss. If a specimen is not received  within four hours
        of expected delivery, the Contractor shall inform the Project Officer by
        telephone.  An after-hours  telephone number of the  Contractor's  staff
        member  shall be  available  to assist in this  follow-up  and the staff
        member  shall be  available  at that  number.  The  Contractor  shall be
        responsible for tracing immediately the location of delinquent specimens
        not received  when  expected.  All  specimens  that are of  questionable
        research  value  shall  be noted  and the  Project  Officer  immediately
        notified  by  telephone,  as well as in writing,  providing  identifying
        names or  numbers,  quantity,  place of  origin,  etc.,  so that  repeat
        specimens can be obtained.  The  Contractor  shall  designate a specific
        individual to be responsible  for  after-hours  specimen  processing and
        name an alternate to act when the primary person is not available.

4)      The Contractor shall maintain a repository of biologic specimens for the
        Epidemiology and Biostatistics  Program (EBP). This shall include frozen
        serum,  plasma,  urine, tumor tissue,  tumor tissue extracts,  whole red
        blood cells,  separated  and frozen  white blood cells,  or fractions of
        white  blood  cell   populations,   bone  marrow  cells,   body  fluids,
        lymphoblastoid  cell lines, DNA, stool specimens or smears on slides and
        other types of  specimens as  specified  by the Project  Officer.  These
        materials  shall be  maintained  at optimum  temperatures  for long-term
        storage, including liquid nitrogen, if appropriate.

5)      All  specimens  will be  submitted  to the  Contractor,  accompanied  by
        written  identification of the specimen source,  using forms supplied by
        the Project Officer.  Specimens from members of NCI-associated  families
        will be submitted with a unique Family Studies  identification number to
        insure compatibility with NCI laboratory computer data bases.  Specimens
        shall  be  assigned  a  unique  code  number  which  shall  be the  only
        identification  of  the  specimen  in  future   laboratory   processing,
        dispersal,  etc.  This code  number  shall  comply  with the  format and
        convention established by the NCI Project Officer. The name of the donor
        shall  not  be  used  in  labeling  of  specimens  or in  correspondence
        concerning  the specimen by laboratory  personnel.  Such labeling  shall
        uniquely  identify  each vial of each  specimen  and the quality of that
        individual   vial  will  be  recorded  and  updated  as  needed  in  the
        NCI-developed computer system.

6)      The  Contractor  shall provide and train primary and backup staff in the
        operation of a computerized  record system for specimens  which has been
        developed and furnished by the Project Officer.  Using this system,  the
        laboratory  shall keep records of all  manipulation on all specimens and
        accurately  enter data on each specimen.  The data shall include but not
        be limited to vial identification number, study ID, material type and




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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060




        material  description,  volume or cell concentration,  freezer location,
        subject ID, crisis events,  data received,  specimen vial quality,  etc.
        Data shall be entered  into the system  within 48 hours of receipt or as
        specified  by  the  NCI  Project   Officer.   The  Contractor  shall  be
        responsible  for extracting this  information  from either data forms or
        floppy disks which will be transmitted with the samples.  The Contractor
        shall also use this system to monitor and track all  activities  related
        to  specimens.  The Project  Officer  will supply  computer  support for
        generating management reports for the Contractor on a regular basis.

7)      The  Contractor  shall  prepare  a variety  of  specimens  for  storage.
        Specifically,  white  blood cell  separation,  fractionation  and viable
        cryopreservation, red blood cell cryopreservation,  serum separation and
        storage of aliquots of 0.5 ml,  plasma  separation  and  storage,  tumor
        tissue  freezing,  tumor tissue extracts,  urine,  serum, or blood fluid
        lyophilization,  freezing and/or extraction of stool specimens and other
        techniques  as  required.   Specimens  shall  be  stored  in  containers
        impervious  to entry of CO2 so that they can be shipped  on dry ice.  In
        order to ensure the  viability  of valuable  specimens,  the  Contractor
        shall be prepared  to have  appropriate  personnel  travel to a contract
        site,  foreign or domestic,  to train local staff on optimal  techniques
        for freezing viable material.

8)      Freezers  shall be equipped with a stylus  recording  system  indicating
        consistency of temperature  which shall be reviewed  frequently each day
        at specified times.  Freezer  malfunctions must give warning by means of
        an alarm  system.  The  Contractor  must provide a central  alarm system
        monitored  24-hours a day, 365 days a year. A  switch-operated  electric
        generator of appropriate  wattage for these particular freezers shall be
        hooked up and on standby in the event of a major  power  outage.  Liquid
        nitrogen  freezers must have automatic filling  mechanisms  drawing on a
        constant central source of liquid nitrogen with emergency  back-up.  All
        unplanned defrostings must be logged, giving date and times during which
        defrostings  were in effect and  temperature  reached,  and  reported by
        telephone as soon as possible to the Project Officer.  The circumstances
        of the defrosting  shall be reported  immediately to the Project Officer
        in writing, giving full particulars.

9)      The  laboratory  shall keep clear  records of all  manipulations  on all
        specimens  and  carefully   document   specimen   type,   volume,   cell
        concentration,  source, "crisis events", etc. for each sample. The exact
        freezer location shall be known for each specimen and shall be kept in a
        master log which is easy to  understand.  Information  shall be supplied
        routinely to the NCI Project  Officer on forms  designed and supplied by
        NCI in  conjunction  with  laboratory  personnel.  These  records  shall
        include number of vials,  exact location of vials and specimen type. The
        Contractor shall conduct a complete inventory of all stored specimens on
        an annual basis.  Thorough  quality control  protocols must be designed,
        documented and


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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


        approved by the NCI Project Officer.  These protocols must be rigorously
        implemented  in the  conduct  of the  inventories.  The  results of each
        inventory shall be documented in the Annual Technical Progress Report.

10)     The  Contractor  shall respond only to written  requests for  biological
        specimens from collaborating investigators,  which have been approved by
        the NCI Project Officer or his/her  designee(s).  Specimens shall not be
        sent to any investigators without a written request from the NCI Project
        Officer or  his/her  designee(s).  A copy of this  written  request  and
        Contractor-generated  correspondence  shall  be sent to the NCI  Project
        Officer.  All written requests for specimen  distribution shall be acted
        upon within four working  days of receipt,  unless  permission  to delay
        such action is obtained from the Project Officer.

        The  Contractor  shall not  supply  the  outside  collaborator  with any
        information  concerning the biological specimens other than code number,
        specimen  type or other  information  essential to specimen  processing.
        Requests for identification of the patient,  the diagnosis,  demographic
        information  or other  such  information  shall be  referred  to the NCI
        Project Officer.

        The  Contractor  shall  never  send out the last vial from a  particular
        specimen without explicit authorization from the Project Officer.

        The Contractor  shall prepare  specimens for shipment,  supply  shipping
        containers  appropriate to maintain specimens in the proper state (cool,
        frozen, deep frozen,  etc.) and make arrangements through commercial air
        freight  companies  and other  carriers to send  biologic  specimens  to
        collaborating  investigators in an expeditious (e.g.,  overnight or same
        day) fashion.  For immunologic or genetic typing studies, the Contractor
        shall prepare  specimens for delivery to the local HLA typing laboratory
        or immune  function  laboratory in a suitable  form.  The local in-house
        delivery service shall be used for these particular  specimens to ensure
        expeditious delivery under optimum conditions. In some cases, commercial
        freight companies shall be used in overnight  shipments to investigators
        in other cities.  The Contractor  shall be responsible for notifying the
        receiving  laboratory of the specimens shipment and anticipated  arrival
        time to insure that the receiving  laboratory is prepared to receive the
        specimens. All specimens for both immunologic testing and HLA typing and
        serum or  other  type  storage  shall be  processed  by the  Contractor.
        Peripheral  blood  cells  shall be  aliquoted  for  storage in  suitable
        quantities for subsequent  testing.  Other specimens,  such as red blood
        cells, plasma,  serum, urine, stool, tumor tissue, and body fluids shall
        be processed for storage.

11)     A large  repository  of sera and  cells  used for  immunogenetic  tissue
        typing shall be inventoried,  stored and maintained under this contract.
        This shall include  preparing  appropriate  inventory forms for specimen
        storage, retrieval and shipment.


                                       11




                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


        The  laboratory  shall retain  written,  hard-copy  records of inventory
        sheets and shall supply  copies in suitable  form for computer  entry by
        NCI computer support  personnel.  Laboratory  personnel shall verify the
        accuracy of  information  as it is entered in the  computer  against the
        original data, and errors shall be corrected.

12)     The Contractor shall be prepared to process up to 1100 mls. of blood per
        day four days per week for lymphocyte  harvesting  (these samples coming
        from as many as 60 donors per day). For this aspect of the contract,  it
        is anticipated that technicians  shall be available at least one day per
        weekend  through the entire  period of this  contract (the weekend blood
        samples will be less than 200 mls. and from less than five donors).  The
        Contractor  shall also be prepared to receive and process  approximately
        5000 serum vials from up to 400 individuals and  approximately  250 mls.
        whole blood per month for plasma and red blood cell storage.

13)     The  Contractor  shall  handle  international  shipments  of  biological
        specimens (blood components,  urine, gastric juice, and biopsy specimen)
        and clearance of these shipments through U.S. and foreign customs.  Most
        of these samples are being collected in a  collaborative  study with the
        Beijing  Institute for Cancer Research  investigating  causes of stomach
        cancer.  Pan Alpina,  a European  company  with  officers in Beijing and
        Northern  Virginia,  will ship these samples from China to the U.S. West
        Coast,  clear them  through  U.S.  customs,  and then  transfer  them to
        Federal  Express for shipment to various  laboratories in the U.S. or to
        the Contractor's own facilities for short-term storage. In addition, Pan
        Alpina will occasionally ship samples from the U.S. via the Contractor's
        short-term  storage  facilities  to  laboratories  outside the U.S.  The
        Contractor  shall  serve as the  liaison  between  Biostatistics  Branch
        scientists  and Pan  Alpina  and must work  closely  with Pan  Alpina to
        coordinate  these shipments.  Close  coordination is vital because these
        samples  need to be kept  frozen  with dry ice,  and  freezer-to-freezer
        shipping time must be less than 72 hours. Delays of just one or two days
        will seriously jeopardize months of scientific and medical work.

        Another large group of samples (estimated to be at least 40,000 aliquots
        of sera and 20,000  cervical  swabs) will be shipped from Costa Rica and
        shall  require  similar  clearance,  transfer,  and storage.  A separate
        shipping/customs  agent shall be procured by the  Contractor  to provide
        this  service.  Large  quantities  of samples are shipped  from  London,
        Europe, the West Indies,  Africa and other geographic  locales.  In each
        instance,  the  repository  Contractor  shall  have  responsibility  for
        coordinating  logistics  to  insure  their  timely  arrival,   including
        contracting  with  appropriate  customs  brokers  and agents to expedite
        shipment and customs clearances.




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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060



ARTICLE C.2. REPORTING REQUIREMENTS

a.   Technical Progress Reports

     In addition to those reports  required by the other terms of this contract,
     the  contractor  shall prepare and submit the following  reports during the
     period of performance of this contract:

     1)  Monthly Computerized and Written Reports

         The Contractor  shall submit Monthly  Computerized  and Written Reports
         summarizing  the status of all newly  received  specimens and outlining
         all  dispersals  by the  laboratory.  A summary  of all  correspondence
         consisting of requests for shipment,  cover letters and inquiries  from
         outside  collaborators  shall be  submitted  monthly to the NCI Project
         Officer and copies made  available  upon request.  Emphasis shall be on
         conciseness as well as comprehensiveness.

         The first monthly report shall cover the period consisting of the first
         full calendar  month  following the effective  date of the contract and
         any fractional  part of the initial month and shall be due on or before
         April 15, 1993.  Thereafter,  monthly reports shall be due on or before
         the 15th day of the month following each monthly reporting period.  The
         submission of monthly  reports shall  continue  through the exercise of
         each option period. A Monthly Computerized and Written Report shall not
         be required when submitting the Annual Reports or the Final Report.

     2)  Annual Technical Progress Reports

         The Contractor  shall prepare Annual  Technical  Progress Reports which
         explain the progress of work performed under this contract. Each report
         shall  describe  the  progress  of the  project  to  date,  noting  all
         technical  areas in which the effort is being  directed and  indicating
         the status of work in each  area.  This  report  shall  include:  (a) a
         quantitative  summary of the  numbers  of  specimens  processed  by the
         Contractor,  their type and  investigator  source;  (b)  shipments  and
         logistics;  (c) an indication of any current  problems which may impede
         performance under the contract and the proposed  corrective action, and
         (d) a  discussion  of work to be  performed  during the next  reporting
         period.  The annual  report  shall,  in  addition,  include a complete,
         up-to-date  inventory of the  Repository  and its contents.  Additional
         interim reports may be requested as necessary.

         The first annual report shall cover the period  consisting of the first
         full year following the effective date of the contract and shall be due
         on or before February 28, 1994. If the Government exercises its options
         pursuant to ARTICLE  H.5.,  the annual report will be due on/before the
         expiration  date  of each  option  year.  If the  Government  does  not
         exercise  its  options,  the  annual  report  shall  cover  the  period
         consisting of the first full year  following the effective date of this
         contract through the



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         expiration  date of the current  option period and shall  represent the
         Final Technical  Progress  Report.  Emphasis shall be on conciseness as
         well as comprehensiveness.  A separate Annual Technical Progress Report
         shall not be required when submitting the Final Report.

       3)   Final Technical Progress Report

         The Contractor  shall submit a Final  Technical  Progress  Report on or
         before the  expiration  date of the  contract.  The Final  Report shall
         include  information in sufficient  detail to describe  comprehensively
         the  results  achieved  and  shall  include  a  summation  of the  work
         performed for the entire contract period of performance.

       4)   Summary of Salient Results

         The Contractor shall submit,  with the Final Technical Progress Report,
         a summary (not to exceed 200 words) of salient results  achieved during
         the performance of the contract.

b.    Addresses for Submission of Technical Progress Reports

      Technical progress reports shall be addressed to:

      ORIGINAL TO:        Contracting Officer
                          Cancer Etiology Contracts Section
                          Research Contracts Branch, OD
                          National Cancer Institute
                          Executive Plaza South, Suite 620
                          Bethesda, Maryland 20892

      TWO COPIES TO:      Project Officer
                          Viral Epidemiology Branch
                          Epidemiology & Biostatistics Program
                          Division of Cancer Etiology
                          National Cancer Institute
                          Executive Plaza North, Suite 434
                          Bethesda, Maryland 20892


SECTION D - PACKAGING, MARKING AND SHIPPING

ARTICLE D.1. PACKAGING

Specimens  shall be  protected  from  temperature  extremes by use of  insulated
containers  or other  acceptable  means as needed.  A portable  liquid  nitrogen
container for transport of frozen cells shall also be required.






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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060



ARTICLE D.2. MARKING

All  deliverables  under  this  contract  shall be clearly  identified  with the
subject  contract  number.  All specimens  shall be submitted to the Contractor,
accompanied  by written  identification  of the  specimen  source,  using  forms
supplied  by  the  Project   Officer.   All   specimens   from  members  of  the
NCI-associated  families  will be  submitted  with a unique  alpha-numeric  code
number  which  will  be the  only  identification  of  the  specimen  in  future
laboratory processing,  dispersal,  etc. The name of the donor shall not be used
in the  labeling  of  specimens  by  laboratory  personnel.  No names of persons
enrolled in AIDS-associated studies shall be written on vials.

ARTICLE D.3.  SHIPPING

The Contractor shall prepare specimens for shipment,  supply shipping containers
appropriate  to maintain  specimens  in the proper  state  (cool,  frozen,  deep
frozen, etc.) and make arrangements through commercial air freight companies and
other carriers to send biologic  specimens to collaborating  investigators in an
expeditious  (e.g.,  overnight or same day) fashion.  For immunologic or genetic
typing studies, the Contractor shall prepare specimens for delivery to the local
Human Leukocyte Antigen (HLA) typing laboratory or immune function laboratory in
a suitable  form. The local  in-house  delivery  service shall be used for these
particular specimens to ensure expeditious delivery under optimum conditions. In
some cases,  commercial freight companies shall be used for overnight  shipments
to  investigators  in other cities.  The  Contractor  shall be  responsible  for
notifying the receiving  laboratory  of the specimens  shipment and  anticipated
arrival time to insure that the receiving  laboratory is prepared to receive the
specimens.

SECTION E - INSPECTION AND ACCEPTANCE

ARTICLE E.1. INSPECTION AND ACCEPTANCE

a.   The Contracting Officer or the duly authorized  representative will perform
     inspection and acceptance of materials and services to be provided.

b.   For the purpose of this ARTICLE,  the Project Officer identified in ARTICLE
     G.1., is the authorized representative of the Contracting Officer.

c.   Inspection  and  acceptance  will  be  performed  at  the  National  Cancer
     Institute,   Division  of  Cancer  Etiology,   Viral  Epidemiology  Branch,
     Epidemiology & Biostatistics  Program, 6130 Executive Boulevard,  Executive
     Plaza North, Room 434, Rockville, Maryland 20852.

     Acceptance  may be presumed  unless  otherwise  indicated in writing by the
     Contracting Officer or the duly authorized representative within 30 days of
     receipt.




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d.   This contract incorporates the following clause by reference, with the same
     force and  effect  as if it were  given in full  text.  Upon  request,  the
     Contracting Officer will make its full text available.

     FAR  52.246-9,  INSPECTION  OF RESEARCH AND  DEVELOPMENT  - (SHORT FORM)
     (APRIL 1984).


SECTION F - DELIVERIES OR PERFORMANCE

ARTICLE F.1,  PERIOD OF PERFORMANCE

The period of performance of Year 1 of this contract shall be from March 1, 1993
through February 28, 1994.

If the  Government  exercises  its  options  pursuant  to ARTICLE  H.5.  of this
contract, the period of performance of this contract will be:

       Option 1, Year 2 -- March 1, 1994 through  February  28, 1995.
       Option 2, Year 3 -- March 1, 1995 through  February  29, 1996.
       Option 3, Year 4 -- March 1, 1996 through February 28, 1997.


ARTICLE F.2. LEVEL OF EFFORT

a.   During Year 1 of this  contract,  the  Contractor  shall provide  [Language
     Deleted due to Confidential  Treatment  Request.] total direct labor hours.
     If the  Government  exercises its options  pursuant to ARTICLE H.5. of this
     contract,  the total direct labor hours of this  contract will be increased
     by [Language  Deleted due to Confidential  Treatment  Request.] labor hours
     (Option  1,  Year  2);  [Language  Deleted  due to  Confidential  Treatment
     Request.]  labor  hours  (Option  2,  Year  3);  [Language  Deleted  due to
     Confidential  Treatment Request.] labor hours (Option 3, Year 4). The labor
     hours exclude vacation,  sick leave, and holiday.  It is estimated that the
     labor  hours  are  constituted  as  specified  below  and will be  expended
     approximately as follows:


                                               Option 1   Option 2     Option 3
      Labor Category                Year 1       Year 2     Year 3       Year 4
      --------------                ------       ------     ------       ------



           [Language Deleted due to Confidential Treatment Request.]



                     TOTALS         

b.   The Contractor shall have satisfied the requirement herein if not less than
     90% nor more than 110% of the total direct labor hours specified herein are
     furnished. Accordingly, the Contractor shall not expend more than 110%.



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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060



c.   In the event fewer hours than the minimum  specified number of direct labor
     hours in the total  categories are used by the Contractor in  accomplishing
     the prescribed work and the Government has not invoked its rights under the
     FAR Clause 52.249-6, TERMINATION (Cost-Reimbursement), incorporated in this
     contract,  these parties  agree that the fee will be adjusted  based solely
     upon the  quantity  of hours by which  the  number of  direct  labor  hours
     furnished is less than the number of direct  labor hours  specified in this
     ARTICLE.  The  resulting  adjustment  shall  be  evidenced  by  a  contract
     modification.


ARTICLE F.3.  STOP WORK ORDER

This  contract  incorporates  the following  clause by reference,  with the same
force and effect as if it were given in full text. Upon request, the Contracting
Officer will make its full text available.

     FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSE:
     52.212-13, STOP WORK ORDER (AUGUST 1989) with ALTERNATE I (APRIL 1984).


SECTION G - CONTRACT ADMINISTRATION DATA

ARTICLE G.1. PROJECT OFFICER

The following  Project  Officer(s) will represent the Government for the purpose
of this contract:

           Dr. Paul A. Levine, Project Officer
           Dr. William A. Blattner, Assistant Project Officer

The  Project  Officer  is  responsible  for:  (1)  monitoring  the  Contractor's
technical progress, including the surveillance and assessment of performance and
recommending  to  the  Contracting   Officer   changes  in   requirements;   (2)
interpreting  the  Statement  of  Work  and  any  other  technical   performance
requirements;  (3) performing technical  evaluation as required;  (4) performing
technical  inspections  and  acceptances  required  by  this  contract;  and (5)
assisting  in  the   resolution  of  technical   problems   encountered   during
performance.

The Contracting Officer is the only person with authority to act as agent of the
Government under this contract.  Only the Contracting  Officer has authority to:
(1) direct or  negotiate  any changes in the  Statement  of Work;  (2) modify or
extend  the  period of  performance;  (3)  change  the  delivery  schedule;  (4)
authorize  reimbursement  to  the  Contractor  any  costs  incurred  during  the
performance of this contract;  or (5) otherwise  change any terms and conditions
of this contract.

The Government may unilaterally change its Project Officer designation.






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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060



ARTICLE G.2. KEY PERSONNEL

Pursuant  to the  Key  Personnel  clause  incorporated  in  this  contract,  the
following  individual(s)  is/are  considered  to be  essential to the work being
performed hereunder:

                    NAME                           TITLE
                    ----                           -----

      Dr. Hanna Weissberger              Principal Investigator
      Radhika Uppaluri                   Laboratory Manager


ARTICLE G.3. INVOICE SUBMISSION

a.   Invoice/Financing  Request  Instructions  for NIH  Cost-Reimbursement  Type
     Contracts  NIH(RC)-l  are  attached  and made  part of this  contract.  The
     instructions   and  the  following   directions   for  the   submission  of
     invoices/financing  request must be followed to meet the  requirements of a
     "proper" payment request pursuant to FAR 32.9.

        Invoices/financing requests shall be submitted concurrently as follows:

     1)   An original and two copies to the following designated payment office:

                          National Institutes of Health
                          Division of Financial Management
                          Chief, Contracts Section FAAB
                          Building 31, Room BlBO5A
                          9000 Rockville Pike
                          Bethesda, Maryland 20892

      2)   Three copies to the following approving officer:

                          Contracting Officer
                          Cancer Etiology Contracts Section
                          Research Contracts Branch, OD
                          National Cancer Institute, NIH
                          Executive Plaza South, Suite 620
                          Bethesda, Maryland  20892

     Inquiries  regarding   payment  of  invoices  should  be  directed  to  the
        designated payment office,  attention of Chief,  Contracts Section, FAAB
        (301) 496-6452.





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                                             Biotech Research Laboratories, Inc.
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b.   The Contractor  shall include the following  certification on every invoice
     for  reimbursable  costs incurred with Fiscal Year 1993 funds.  For billing
     purposes,  certified  invoices are required for the billing  period  during
     which  Fiscal  Year 1993 funds were  initially  charged  through  the final
     billing period utilizing the Fiscal Year 1993 funds:

             "I hereby certify that the salaries charged in this invoice are in
             compliance  with  P.L.  102-394  and  ARTICLE  H.6.  of  the above
             referenced contract."


ARTICLE G.4. CONTRACT FINANCIAL REPORT

a.   Financial  reports  on the  attached  Form NIH  2706,  Financial  Report of
     Individual  Project/Contract,  shall  be  submitted  by the  Contractor  in
     accordance  with the  Instructions  for  Completing  Form NIH  2706,  which
     accompany the form, in an original and two copies,  not later than the 30th
     working day after the close of the reporting  period.  The line entries for
     subdivisions of work and elements of cost  (expenditure  categories)  which
     shall be reported  within the total  contract are listed in  paragraph  e.,
     below.  Subsequent  changes  and/or  additions in the line entries shall be
     made in writing.

b.   Unless  otherwise  stated in that part of the  Instructions  for Completing
     Form NIH 2706, entitled  "PREPARATION  INSTRUCTIONS," all columns A through
     J, shall be completed for each report submitted.

c.   The first financial  report shall cover the period  consisting of the first
     full three calendar months following the date of the contract,  in addition
     to any fractional part of the initial month. Thereafter, reports will be on
     a quarterly basis.

d.   The  Contracting  Officer  may require the  Contractor  to submit  detailed
     support for costs contained in one or more interim financial reports.  This
     clause does not supersede  the record  retention  requirements  in FAR Part
     4.7.

e.   The following is a listing of expenditure categories to be reported:

       Expenditure Category
                  A
       --------------------

             1) Direct Labor
             2) Overhead
             3) Materials & Supplies
             4) Shipping
             5) Freezer Maintenance and Repair
             6) G&A
             7) Fixed Fee
             8) Government Furnished Equipment
             9) TOTAL CPFF



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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


ARTICLE G.5. INDIRECT COST RATES

In  accordance  with  Federal  Acquisition  Regulation  (FAR) (48 CFR Chapter 1)
Clause 52.216-7 (d)(2),  Allowable Cost and Payment incorporated by reference in
this  contract  in  Part  II,  Section  I,  the  cognizant  Contracting  Officer
responsible  for  negotiating  provisional  and/or final  indirect cost rates is
identified as follows:

            Chief, Financial Advisory Services Branch
            Division of Contracts and Grants
            Building 31, Room 1B43
            9000 Rockville Pike
            National Institutes of Health
            Bethesda, Maryland 20892

These rates are hereby  incorporated  without  further action of the Contracting
Officer.


ARTICLE G.6. GOVERNMENT PROPERTY

a.   In  addition  to the  requirements  of  the  clause,  GOVERNMENT  PROPERTY,
     incorporated  in Section I of this contract,  the  Contractor  shall comply
     with the provisions of DHHS Publication,  Contractor's Guide for Control of
     Government  Property,  (1990),  which is incorporated into this contract by
     reference.  Among other issues, this publication  provides a summary of the
     Contractor's   responsibilities  regarding  purchasing  authorizations  and
     inventory and  reporting  requirements  under the contract.  A copy of this
     publication   is  available   upon   request  to  the   Contract   Property
     Administrator.

     This contract's Contract Property Administrator is:

            David A. Hubbard, II
            Contracts Property Administrator
            Research Contracts Property Administration, NIH
            Building 13, Room 2E-65
            9000 Rockville Pike
            Bethesda, Maryland 20892
            (301) 496-6467

b.   Contractor-Acquired Government Property - Schedule I-B

     Pursuant to the clause, GOVERNMENT PROPERTY, incorporated in this contract,
     the  Contractor  will be  authorized  to  acquire  the  property  listed in
     Schedule  I-B,  below,  for  use in  direct  performance  of the  contract,
     following receipt of the Contracting  Officer's written approval,  based on
     contractor-furnished prices and evidence of competition.






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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


                                  SCHEDULE I-B

Year 1:
                                                                    Total
                                                Estimated          Estimated
     Item                       Quantity        Unit Price           Cost
     ----                       --------        ----------           ----

Forma Freezers                     4            $4,794.00          $19,176
Forma Racks                      132               $52.00            6,864
MVE Liquid
   Nitrogen Freezers               2            $9,579.00           19,158
MVE Racks                         40               $80.00            3,200

       Year 1 Total Est. Cost:                                     $48,398


Option 1 (Year 2):
                                                                     Total
                                                Estimated          Estimated
     Item                       Quantity        Unit Price            Cost
     ----                       --------        ----------            ----

Forma Freezers                     4            $5,034.00          $20,136
Forma Racks                      132               $54.59            7,206
MVE Liquid
   Nitrogen Freezers               2           $10,058.00           20,116
MVE Racks                         40               $84.00            3,360

       Option 1 (Year 2) Total Est. Cost:                          $50,818


Option 2 (Year 3):
                                                                    Total
                                               Estimated          Estimated
    Item                       Quantity        Unit Price            Cost
    ----                       --------        ----------            ----

Forma Freezers                     4            $5,285.75          $21,143
Forma Racks                      132               $57.32            7,566
MVE Liquid
   Nitrogen Freezers               2           $10,561.00           21,122
MVE Racks                         40               $88.20            3,528

       Option 2 (Year 3) Total Est. Cost:                          $53,359






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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


       Option 3 (Year 4):
                                                                           Total
                                                     Estimated         Estimated
           Item                       Quantity       Unit Price            Cost
           ----                       --------       ----------            ----

       Forma Freezers                    4            $5,550.00          $22,200
       Forma Racks                     132               $60.18            7,944
       MVE Liquid
         Nitrogen Freezers               2          $11,089.00            22,178
       MVE Racks                        40               $92.62            3,705

             Option 3 (Year 4) Total Est. Cost:                          $56,027


c.   Government Furnished Property - Schedule II-A

     Pursuant to the clause, GOVERNMENT PROPERTY, incorporated in this contract,
     the  Contractor  is hereby  authorized  to retain  custody of the  property
     listed  in the  attached  Schedule  II-A  (ATTACHMENT  7) for use in direct
     performance  of this  contract.  Accountability  for the  items  listed  in
     Schedule  II-A is hereby  transferred  to this  contract  from  predecessor
     Contract  No.  N01-CP-95663,  under which these items were  provided by the
     Government. Title to this property shall remain in the Government.


ARTICLE G.7. GOVERNMENT SUPPLY SOURCES

This  contract  incorporates  the following  clause by reference,  with the same
force and effect as if it were given in full text. Upon request, the Contracting
Officer will make its full text available.

     FEDERAL  ACQUISITION  REGULATION  (48  CFR  CHAPTER  1)  CLAUSE  52.251-01,
     GOVERNMENT SUPPLY SOURCES


SECTION H - SPECIAL CONTRACT REQUIREMENTS

ARTICLE H.l. REIMBURSEMENT OF COSTS FOR INDEPENDENT RESEARCH AND DEVELOPMENT
PROJECTS

The primary purpose of the Public Health Service (PHS) is to support and advance
independent research within the scientific  community.  This support is provided
in the form of contracts and grants  totalling  approximately  7 billion dollars
annually.  PHS has  established  effective,  time  tested  and  well  recognized
procedures for stimulating and supporting this independent research by selecting
from multitudes of applications  those research  projects most worthy of support
within the  constraints of its  appropriations.  The  reimbursement  through the
indirect  cost  mechanism  of  independent  research and  development  costs not
incidental to product improvement would circumvent this competitive process.


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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


To ensure that all research and development  projects  receive similar and equal
consideration,  all  organizations may compete for direct funding of independent
research and development  projects they consider worthy of support by submitting
those projects to the appropriate Public Health Service grant office for review.
Since these projects may be submitted for direct funding,  the Contractor agrees
that no costs for any independent  research and development  project,  including
all applicable indirect costs, will be claimed under this contract.

ARTICLE H.2. HUMAN SUBJECTS

It is hereby understood and agreed that research  involving human subjects shall
not be conducted under this contract, and that no material developed,  modified,
or delivered by or to the  Government  under this  contract,  or any  subsequent
modification of such material, shall be used by the Contractor or made available
by the Contractor for use by anyone other than the Government,  for experimental
or therapeutic  use involving  humans without the prior written  approval of the
Contracting Officer.

ARTICLE H.3. HUMAN MATERIALS

It is understood that the acquisition and supply of all human specimen  material
(including  fetal  material)  used under this contract  shall be obtained by the
Contractor  in full  compliance  with  applicable  State and Local  laws and the
provisions of the Uniform  Anatomical  Gift Act in the United States and that no
undue  inducements,  monetary  or  otherwise,  will be  offered to any person to
influence their donation of human material.

ARTICLE H.4.  PRIVACY ACT

This  procurement  action  requires  the  Contractor  to do one or  more  of the
following:  design,  develop,  or operate a system of records on  individuals to
accomplish an agency function in accordance with the Privacy Act of 1974, Public
Law 93-579,  December 31, 1974 (5 USC 552a) and applicable  agency  regulations.
Violation of the Act may involve the imposition of criminal penalties.

The  Privacy  Act  System  of  Records  applicable  to this  project  is  Number
09-25-0130. This document is incorporated into this contract as ATTACHMENT 4.

ARTICLE H.5. OPTION PROVISION

a.   Unless the Government exercises its option pursuant to paragraph b. of this
     article,  the contract will consist only of YEAR 1 of the Statement of Work
     as defined in Sections C and F of the  contract.  Pursuant to FAR  52.217-9
     set forth in  paragraph  b.,  below,  the  Government  may,  by  unilateral
     contract




                                       23


                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


     modification,  require the Contractor to perform Years 2 through 4 (Options
     2 through 3) of the  Statement  of Work as also defined in Sections C and F
     of the contract. If the Government exercises these options,  notice must be
     given at least 60 days prior to the expiration  date of this contract,  and
     the estimated  cost plus fixed fee of the contract will be increased as set
     forth in ARTICLE B.2.

b.   FAR 52,217-9. OPTION TO EXTEND THE TERM OF THE CONTRACT (MARCH 1989)

     (a) The  Government  may extend the term of this contract by written notice
         to the  Contractor  within  the time  specified  within  the  Schedule;
         provided,  that the Government  shall give the Contractor a preliminary
         written notice of its intent to extend at least 60 calendar days before
         the  contract  expires.  The  preliminary  notice  does not  commit the
         Government to an extension.

     (b) If the Government exercises this option, the extended contract shall be
         considered to include this option provision.

     (c) The total  duration of this  contract,  including  the  exercise of any
         options under this clause, shall not exceed four years.

                                 (End of clause)


ARTICLE H.6. SALARY RATE LIMITATION IN FISCAL YEAR 1993

a.      Pursuant to Public Law (P.L.) 102-394,  no NIH Fiscal Year 1993 (October
        1, 1992 - September 30, 1993) funds may be used to pay the direct salary
        of an  individual  through this contract at a rate in excess of $125,000
        per year (direct  salary is exclusive of Overhead,  Fringe  Benefits and
        General and Administrative  Expenses). The $125,000 per year salary rate
        limit also applies to individuals  proposed under subcontracts.  If this
        is a multi-year contract,  it may be subject to unilateral  modification
        by the Government if an individual's salary rate exceeds any salary rate
        ceiling established in future HHS appropriation acts. P.L.
        102-394 states in pertinent part:

             "None of the funds  appropriated  in this  title  for the  National
             Institutes  of Health and the  Substance  Abuse and  Mental  Health
             Services  Administration  shall  be used to pay  the  salary  of an
             individual  through a grant or  extramural  mechanism  at a rate in
             excess of $125,000 per year."





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                                             Biotech Research Laboratories, Inc.
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ARTICLE H.7. CONFIDENTIALITY OF INFORMATION

The following information is covered by HHSAR Clause 352.224-70, Confidentiality
of Information (APRIL 1984):

a.   Identification of the specimen source or donor name;
b.   All records of manipulations on all specimens;
c.   Information  concerning the  identification of the patient,  the diagnosis,
     demographic information or other such information;
d.   Written, hard-copy records of inventory sheets;


                                     PART II


SECTION I - CONTRACT CLAUSES

ARTICLE I.1 GENERAL CLAUSES FOR A COST-PLUS-A-FIXED-FEE CONTRACT - CLAUSES
INCORPORATED BY REFERENCE (APRIL 1984)

This contract  incorporates  the following  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  52.252-2  (JUNE
1988)].

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

         FAR
      CLAUSE NO.     TITLE AND DATE

      52.203-1       Officials Not to Benefit (APRIL 1984)

      52.203-3       Gratuities (APRIL 1984)

      52.203-5       Covenant Against Contingent Fees (APRIL 1984)

      52.203-6       Restrictions on Subcontractor Sales to the Government (JULY
                     1985)

      52.203-7       Anti-Kickback Procedures (OCTOBER 1988)

      52.203-10      Price or Fee  Adjustment  for Illegal or Improper  Activity
                     (SEPTEMBER 1990)

      52.203-12      Limitation  on  Payments  to  Influence   Certain   Federal
                     Transactions (Over $100,000) (JANUARY 1990)

      52.209-6       Protecting the Government's  Interests when  Subcontracting
                     with  Contractors  Debarred,  Suspended,  or  Proposed  for
                     Debarment (NOVEMBER 1992)


                                                                         (12/92)
                                       25



                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


        FAR
      CLAUSE NO.     TITLE AND DATE

      52.215-1       Examination  of Records by  Comptroller  General  (FEBRUARY
                     1993)

      52.215-2       Audit--Negotiation (FEBRUARY 1993)

      52.215-22      Price  Reduction for  Defective  Cost or Pricing Data (Over
                     $100,000) (JANUARY 1991)

      52.215-24      Subcontractor   Cost  or  Pricing   Data  (Over   $100,000)
                     (DECEMBER 1991)

      52.215-27      Termination   of  Defined   Benefit   Pension  Plans  (Over
                     $100,000) (SEPTEMBER 1989)

      52.215-33      Order of Precedence (JANUARY 1986)

      52.215-39      Reversion  or  Adjustment  or  Plans  for   Post-retirement
                     Benefits  Other Than Pensions (PRB) (Over  $100,000)  (JULY
                     1991)

      52.216-7       Allowable Cost and Payment (JULY 1991)

      52.216-8       Fixed Fee (APRIL 1984)

      52.219-8       Utilization   of  Small   Business   Concerns   and   Small
                     Disadvantaged Business Concerns (FEBRUARY 1990)

      52.219-9       Small   Business   and   Small    Disadvantaged    Business
                     Subcontracting Plan (Over $500,000) (JANUARY 1991)

      52.219-13      Utilization of Women-Owned Small Businesses (AUGUST 1986)

      52.219-16      Liquidated   Damages--Small  Business  Subcontracting  Plan
                     (Over $500,000) (AUGUST 1989)

      52.220-1       Preference for Labor Surplus Area Concerns (APRIL 1984)

      52.220-3       Utilization of Labor Surplus Area Concerns (APRIL 1984)

      52.222-2       Payment for Overtime  Premiums (Over  $100,000) (JULY 1990)
                     (NOTE: The dollar amount in paragraph (a) of this clause is
                     $0 unless otherwise specified in the contract.)

      52.222-18      Notification of Employee Rights Concerning Payment of Union
                     Dues or Fees (MAY 1992)

      52.222-20      Walsh-Healey Public Contracts Act (APRIL 1984)

      52.222-26      Equal Opportunity (APRIL 1984)


                                       26



                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


         FAR
      CLAUSE NO.     TITLE AND DATE

      52.222-28      Equal Opportunity  Preaward Clearance of Subcontracts (Over
                     $1,000,000) (APRIL 1984)

      52.222-35      Affirmative  Action for  Special  Disabled  and Vietnam Era
                     Veterans (APRIL 1984)

      52.222-36      Affirmative Action for Handicapped Workers (APRIL 1984)

      52.222-37      Employment   Reports  on  Special  Disabled   Veterans  and
                     Veterans of the Vietnam Era (JANUARY 1988)

      52.223-2       Clean Air and Water (Over $100,000) (APRIL 1984)

      52.223-6       Drug-Free Workplace (JULY 1990)

      52.225-11      Restrictions on Certain Foreign Purchases (MAY 1992)

      52.227-1       Authorization and Consent (APRIL 1984)

      52.227-2       Notice  and  Assistance   Regarding  Patent  and  Copyright
                     Infringement (APRIL 1984)

      52.227-3       Patent Indemnity (APRIL 1984)

      52.227-14      Rights in Data--General (JUNE 1987)

      52.232-9       Limitation on Withholding of Payments (APRIL 1984)

      52.232-17      Interest (JANUARY 1991)

      52.232-20      Limitation of Cost (APRIL 1984)

      52.232-23      Assignment of Claims (JANUARY 1986)

      52.232-25      Prompt Payment (SEPTEMBER 1992)

      52.232-28      Electronic Funds Transfer Payment Methods (APRIL 1989)

      52.233-1       Disputes (DECEMBER 1991)

      52.233-3       Protest After Award (AUGUST 1989) Alternate I (JUNE 1985)

      52.242-1       Notice of Intent to Disallow Costs (APRIL 1984)

      52.242-13      Bankruptcy (APRIL 1991)




                                       27



                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060

        FAR
      CLAUSE NO.     TITLE AND DATE

      52.243-2       Changes--Cost-Reimbursement   (AUGUST  1987)  Alternate  II
                     (APRIL 1984)

      52.244-2       Subcontracts   (Cost-Reimbursement  and  Letter  Contracts)
                     (JULY 1985)

      52.244-5       Competition in Subcontracting (APRIL 1984)

      52.245-5       Government Property (Cost-Reimbursement, Time-and-Material,
                     or Labor-Hour Contracts) (JANUARY 1986)

      52.246-23      Limitation of Liability (APRIL 1984)

      52.248-1       Value Engineering (Over $100,000) (MARCH 1989)

      52.249-6       Termination (Cost-Reimbursement) (MAY 1986)

      52.249-14      Excusable Delays (APRIL 1984)

      52.253-1       Computer Generated Forms (JANUARY 1991)

b. DEPARTMENT OF HEALTH AND HUMAN SERVICES  ACQUISITION  REGULATION  (HHSAR) (48
   CFR CHAPTER 3) CLAUSES:

        HHSAR
      CLAUSE NO.     TITLE AND DATE

      352.202-1      Definitions (APRIL 1984) Alternate I (APRIL 1984)

      352.228-7      Insurance - Liability to Third Persons (DECEMBER 1991)

      352.232-9      Withholding of Contract Payments (APRIL 1984)

      352.233-70     Litigation and Claims (APRIL 1984)

      352.242-71     Final Decisions on Audit Findings (APRIL 1984)

      352.270-5      Key Personnel (APRIL 1984)

      352.270-6      Publication and Publicity (JULY 1991)

      352.270-7      Paperwork Reduction Act (APRIL 1984)


          [End of GENERAL CLAUSES FOR A COST-PLUS-A-FIXED-FEE CONTRACT]




                                       28



                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060

ARTICLE I.2. AUTHORIZED SUBSTITUTIONS OF CLAUSE

ARTICLE I.1. of this SECTION is hereby modified as follows:

FAR 52.215-31,  WAIVER OF FACILITIES  CAPITAL COST OF MONEY  (SEPTEMBER 1987) is
added.

FAR 52.219-9,  SMALL BUSINESS AND SMALL  DISADVANTAGED  BUSINESS  SUBCONTRACTING
PLAN (JANUARY  1991),  and FAR  52.219-16,  LIQUIDATED  DAMAGES--SMALL  BUSINESS
SUBCONTRACTING PLAN (AUGUST 1989), are deleted in their entirety.

FAR 52.232-20, LIMITATION OF COST, is deleted in its entirety and FAR 52.232-22,
LIMITATION OF FUNDS (APRIL 1984), is substituted therefor.


ARTICLE 1.3. ADDITIONAL CONTRACT CLAUSES

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

     This  contract  incorporates  the following  clauses by reference,  (unless
     otherwise  noted),  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.

     1)   FAR 52.220-4, LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APRIL 1984).

     2)   FAR 52.224-1, PRIVACY ACT NOTIFICATION (APRIL 1984).

     3)   FAR 52.224-2, PRIVACY ACT (APRIL 1984).

     4)   ALTERNATE I (JUNE 1987), FAR 52.227-14,  RIGHTS IN DATA--GENERAL (JUNE
          1987).

     5)   FAR 52.247-63, PREFERENCE FOR U.S.-FLAG AIR CARRIERS  (APRIL 1984).

b.   DEPARTMENT  OF HEALTH  AND HUMAN  SERVICES  ACQUISITION  REGULATIONS/PUBLIC
     HEALTH SERVICE ACQUISITION  REGULATIONS  (HHSAR)/(PHSAR) (48 CFR CHAPTER 3)
     CLAUSES:

     This  contract  incorporates  the following  clauses by reference,  (unless
     otherwise  noted)  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.

     1)  HHSAR 352.224-70, CONFIDENTIALITY OF INFORMATION (APRIL 1984).

     2)  PHS 352.223-70,  SAFETY AND HEALTH (APRIL 1984), is hereby incorporated
         in full text. See Part III, Section J of this contract.





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                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


c.   NATIONAL INSTITUTES OF HEALTH (NIH) RESEARCH CONTRACTING (RC) CLAUSES:

     The following clauses are attached and made a part of this contract:

     1)  NIH(RC)-7,  PROCUREMENT OF CERTAIN EQUIPMENT (APRIL 1984) (OMB Bulletin
         81-16).


ARTICLE I.4. ADDITIONAL FAR CONTRACT CLAUSES INCLUDED IN FULL TEXT

This contract incorporates the following clause(s) in full text.

FEDERAL ACQUISITION REGULATION (FAR)(48 CFR CHAPTER 1) CLAUSES:

a.   FAR Clause 52.203-9 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT  INTEGRITY--
     MODIFICATION (NOVEMBER 1990)

           (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:

          CERTIFICATE OF PROCUREMENT INTEGRITY--MODIFICATION (NOV 1990)

           (1) I,  ___________________  [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.



                                       30


                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


      (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]

*Subsections   27(a),   (b),  and  (d)  are   effective  on  December  1,  1990.
Subsection(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  agent,  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.

                                 [End of clause]



                                       31


                                             Biotech Research Laboratories, Inc.
                                                                    N01-CP-33060


                                    PART III

SECTION J - LIST OF ATTACHMENTS

The following documents are attached and incorporated in this contract:

1)   Invoice/Financing  Request  Instructions  for NIH  Cost-Reimbursement  Type
     Contracts, NIH(RC)-l (6/18/92), 5 pages.

2)   Financial Report of Individual Project/Contract, NIH 2706, (5/92), 1 page.

3)   Instructions  for Completing form NIH 2706,  Financial Report of Individual
     Project/Contract, (5/92), 3 pages.

4)   Privacy Act System of Records,  Number 09-25-0130,  as cited in the Federal
     Register Notice issued in Volume 56, Number 8, (1/11/91), 2 pages.

5)   Safety and Health, PHSAR Clause 352.223-70,(4/84), 2 pages.

6)   Procurement of Certain Equipment, NIH(RC)-7, (4/1/84), 1 page.

7)   Schedule II-A, Government Furnished Property, (3/1/93), 6 pages.


                                     PART IV

SECTION K - REPRESENTATIONS AND CERTIFICATIONS

The following documents are incorporated by reference in this contract:

1)   Representations and Certifications, dated October 23, 1992.


                               END of the SCHEDULE
                                   (CONTRACT)




                                       32





                     INVOICE/FINANCING REQUEST INSTRUCTIONS
              FOR NIH COST-REIMBURSEMENT TYPE CONTRACTS. NIH(RC)-l

General:  The Contractor shall submit claims for reimbursement in the manner and
format  described  herein and as  illustrated  in the  sample  invoice/financing
request.

Format: Standard Form 1034, Public Voucher for Purchases and Services Other Than
Personal;  and Standard  Form 1035,  Public  Voucher for  Purchases and Services
Other Than  Personal--Continuation  Sheet,  or  reproduced  copies of such forms
marked  ORIGINAL should be used to submit claims for  reimbursement.  In lieu of
SF-1034 and SF-1035,  claims may be submitted on Form NIH 2706, Financial Report
of Individual  Project/Contract,  or on the payee's  letterhead or self-designed
form   provided   that  it  contains  the   information   shown  on  the  sample
invoice/financing request.

Number of Copies: As indicated in the Invoice Submission clause in the contract.

Frequency:  Invoices/financing requests submitted in accordance with the payment
clause shall be submitted monthly unless otherwise authorized by the Contracting
Officer. 

Cost Incurrence  Period:Costs  incurred must be within the contract  performance
period or covered by precontract cost provisions.

Billing of Costs Incurred: If billed costs include: (1) Costs of a prior billing
period,  but not previously  billed,  or (2) costs incurred  during the contract
period  and  claimed  after the  contract  period  has  expired,  the amount and
month(s) in which such costs were incurred shall be cited.

Contractor's Fiscal Year:  Invoices/financing requests shall be prepared in such
a manner that costs claimed can be identified with the Contractor's fiscal year.

Currency:  All NIH  contracts  are  expressed in United  States  dollars.  Where
expenditures  are made in a currency other than United States dollars,  billings
on the contract  shall be  expressed,  and  reimbursement  by the United  States
Government  shall be made,  in that other  currency at amounts  coincident  with
actual costs incurred.  Currency fluctuations may not be a basis of gain or loss
to the  Contractor.  Notwithstanding  the above,  the total of all invoices paid
under this contract may not exceed the United States dollars authorized.

Costs  Requiring  Prior  Approval:  Costs  requiring the  Contracting  Officer's
approval  which are not set forth in an advance  understanding  in the  contract
shall be so identified  and reference the  Contracting  Officer's  Authorization
(COA) number.

Invoice/Financing  Request Identification:  Each invoice/financing request shall
be identified as either:

(a)  Interim  Invoice/Contract  Financing  Request:  These are  interim  payment
     requests during the contract performance period.








NIH(RC)-1                                                           ATTACHMENT 1
Rev. 6/18/92








(b)   Completion  Invoice:  The  completion  invoice is a final invoice which is
      submitted promptly upon completion of the work, but no later than one year
      from the  contract  completion  date.  The  completion  invoice  should be
      submitted when all costs (except for  finalization of indirect cost rates)
      have been  assigned to the contract and all  performance  provisions  have
      been completed.

(c)   Final  Invoice:  A revised final invoice may be required after the amounts
      owed have been settled  between the Government  and the Contractor  (e.g.,
      final  indirect  cost rates and  resolution of all  suspensions  and audit
      exceptions).

Preparation and  Itemization of the  Invoice/Financing  Request:  The Contractor
shall furnish the information set forth in the  explanatory  notes below.  These
notes are keyed to the entries of the sample invoice/financing request.

(a)   Payor's Name and Address: The paying office and address, identified in the
      Invoice Submission clause of the contract,  shall be entered on all copies
      of the invoice/financing request.

(b)   Invoice/Financing  Request Number: Insert the appropriate serial number of
      the invoice/financing request.

(c)   Date   Invoice/Financing   Request   Prepared:   Insert   the   date   the
      invoice/financing request is prepared.

(d)   Contract  Number and Date:  Insert the contract number and the date of the
      contract.

(e)   Payee's Name and Address: Show the Contractor's name (as it appears in the
      contract),  correct  address,  and  the  title  and  phone  number  of the
      responsible  official  to whom  payment  is to be sent.  When an  approved
      assignment has been made by the Contractor,  or a different payee has been
      designated,  then insert the name and address of the payee  instead of the
      Contractor.

(f)   Total  Estimated Cost of Contract:  Insert the total estimated cost of the
      contract,  exclusive of fixed-fee.  For  incrementally  funded  contracts,
      enter the amount currently obligated and available for payment.

(g)   Total Fixed-Fee: Insert the total fixed-fee (where applicable).

(h)   Billing  Period:  Insert the beginning and ending dates (day,  month,  and
      year)  of  the  period  in  which  costs  were   incurred  and  for  which
      reimbursement is claimed.

(i)   Amount Billed for Current  Period:  Insert the amount billed for the major
      cost elements, adjustment and adjusted amounts for the period.

(j)   Cumulative  Amount  from  Inception  to Date of this  Billing:  Insert the
      cumulative amounts billed for the major cost elements and adjusted amounts
      claimed during this contract.







NIH(RC)-1                                                           ATTACHMENT 1
Rev. 6/18/92








(k)   Direct Costs: Insert the major cost elements.  For each element,  consider
      the  application of the paragraph  entitled Costs Requiring Prior Approval
      on page 1 of these instructions.

      (1)  Direct  Labor:  This consists of salaries and wages paid (or accrued)
           for direct performance of the contract.

      (2)  Fringe Benefits: This represents fringe benefits applicable to direct
           labor and  billed  as a direct  cost.  Fringe  benefits  included  in
           indirect costs should not be identified here.

      (3)  Accountable  Personal  Property:   This  category  of  cost  includes
           permanent  research  equipment and general purpose equipment having a
           unit  acquisition  cost of  $1,000  or more and  having  an  expected
           service  life  of  more  than  two  years,  and  sensitive   property
           regardless  of cost (See the DHHS  Contractor's  Guide for Control of
           Government Property.) Show permanent research equipment separate from
           general purpose equipment.  Prepare and attach Form HHS-565,  "Report
           of   Accountable   Property,"  in   accordance   with  the  following
           instructions:

           List each item for which  reimbursement  is  requested.  A  reference
           shall be made to the following (as applicable):

                 (A) The item number for the specific piece of equipment  listed
                     in the Property Schedule;

                 (B) The Contracting Officer's  Authorization letter and number,
                     if the  equipment is not covered by the Property  Schedule,
                     or;

                 (C) Be preceded by an asterisk  (*) if the  equipment  is below
                     the approval level.

           Further  itemization  of  invoices/financing  requests  shall only be
           required  for  items  having  specific  limitations  set forth in the
           contract.

      (4)  Materials and Supplies:  This category  includes  equipment with unit
           costs of less than $500 or an expected  service  life of two years or
           less, and consumable material and supplies regardless of amount.

      (5)  Premium Pay: This is remuneration in excess of the basic hourly rate,

      (6)  Consultant Fee: Fees paid to consultants. Identify consultant by name
           or category as set forth in the contract's  advance  understanding or
           in the COA  letter,  as well as the  effort  (i.e.,  number of hours,
           days, etc.) and rate being billed.

      (7)  Travel: Foreign travel is travel outside of Canada, the United States
           and its territories  and  possessions.  However,  for an organization
           located  outside  Canada,  the United States and its  territories and
           possessions,  foreign  travel  means  travel  outside  that  country.
           Foreign travel should be billed separately from domestic travel.




NIH(RC)-1                                                           ATTACHMENT 1
Rev. 6/18/92








      (8)  Subcontract Costs: List subcontractor(s) by name and amount billed.

      (9)  Other:  List all other direct costs in total unless  exceeding $1,000
           in amount.  If over  $1,000,  list cost  elements  and dollar  amount
           separately.  If  the  contract  contains  restrictions  on  any  cost
           element, that cost element should be listed separately.

(l)   Cost of Money  (COM):  Cite the COM factor  and base in effect  during the
      time the cost was incurred and for which reimbursement is claimed.

(m)   Indirect  Costs--Overhead:  Cite the  formula  (rate  and  base) in effect
      during  the time the cost was  incurred  and for  which  reimbursement  is
      claimed. If special rate is being used; e.g., off-site, then so specify.

(n)   Fixed-Fee: If the contract provides for a fixed-fee, it must be claimed as
      provided for by the contract. Cite the formula or method of computation.

(o)   Total Amounts  Claimed:  Insert the total amounts  claimed for the current
      and cumulative periods.

(p)   Adjustments: This includes amounts conceded by the Contractor, outstanding
      suspensions and disapprovals subject to appeal.

(q)   Grand Totals

The Contracting  Officer may require the Contractor to submit  detailed  support
for costs claimed on one or more interim invoices/financing requests.





NIH(RC)-l                                                           ATTACHMENT 1
Rev. 6/18/92





                        SAMPLE INVOICE/FINANCING REQUEST




                                                         
(a)   Payor's Name and Address                              (b) Invoice/Financing  Request No.
         NATIONAL INSTITUTES OF HEALTH
         Division of Financial Management
         Contracts Section, FAAB                            (c) Date Voucher Prepared
         Building 31, Room B1B05A
         Bethesda, Maryland  20892
                                                            (d) Contract No. and Date

(e)   Payee's Name and Address
         ABC CORPORATION                                    (f) Total Est. Cost of Contract
         100 Main Street
         Anywhere, U.S.A.  zip code
                                                            (g) Total Fixed-Fee
         Attention:  Name, Title and Phone Number of
                     Official to Whom Payment is Sent


(h) This invoice/financing  request represents reimbursable costs from August 1,
1982 through August 31, 1982.

                                                  (i) Amount Billed    (j) Cumulative Amt. From
                                                       for Current           Inception to Date
                                                         Period               of this Billing

(k)   Direct Costs

        (1) Direct Labor                                 $ 3,400                   $ 6,800
        (2) Fringe Benefits                                  600                     1,200
        (3) Accountable Personal Property
                (Attach HHS-565)
                Permanent Research                          3,000                   8,000
                General Purpose                             2,000                   2,000
        (4) Materials and Supplies                          2,000                   4,000
        (5) Premium Pay                                       100                     150
        (6) Consultant Fee                                    100                     100
                Dr. Jones/1 day @ 100 (COA #3)
        (7) Travel -- (Domestic)                              200                     200
                      (Foreign)                               200                     200
        (8) Subcontract Cost                                    0                       0
        (9) Other                                               0                       0

                           Total Direct Costs             $11,600                 $20,650

(l) Cost of Money
        (Factor) of (Approp. Base)                          2,400                   3,600

(m) Indirect Costs - Overhead
        % of Direct Labor or Other Base (Formula)           4,000                   6,000

(n) Fixed-Fee Earned (Formula)                                700                   1,400

(o) Total Amount Claimed                                  $18,700                $31,650

(p) Adjustments
               Outstanding Suspensions

(q) Grand Totals                                          $18,700                $29,950


"I certify that all payments requested are for appropriate purposes and in accordance with the contract."



               (Name of Official)                             (Title)






NIH(RC)-1                                                           ATTACHMENT 1
Rev. 6/18/92












                  National Institute of Health                    Project Task                       Contract No.                   
                                                                                                                                    
                 Financial Report of Individual
                        Project/Contract
                                                                  Reporting Period                   Contractor's Name and Address
             Complete this form in accordance with accompanying instructions.

    Expenditure Cagetory       Percentage of Effort/Hours         Cumulative        Incurred         Cumulative        Estimated    
                                                                   Insurred       Cost-Current      Cost to Date        Cost to     
                                                                 Cost at End         Period           (D + E)           Complete    
                                                               of Prior Period                                                      
                                Funded           Actual
             A                    B                 C                 D                 E                F                 G        
                           
Direct Labor                  22,435                                                                                               

Overhead                                                                                                                            

Materials/Supp.                                                                                                                     

Shipping                                                                                                                            

Freezer Maint.                                                                                                                      

G&A                                                                                                                                 

Fixed Fee                                                                                                                           
Government Furnished Equip.
                                                                                                                                    


TOTAL CPFF                                                                                                                          







                       Date of Report      0990-0134     
                                           0990-0131     
                                                         
                                                         

                                                         
                                                         
                     Estimated           Funded       Variance (Over     
                      Cost at       Contract Amount      or Under)  
                    Completion          Year 1           (I - H)        
                      (F + G)                                            
                                                                                
                         H                 I                 J           

Direct Labor        [Language  Deleted due to Confidential  Treatment  Request.]                                                 
                                                                                          
Overhead            [Language  Deleted due to Confidential  Treatment  Request.]          
                                                                                
Materials/Supp.     [Language  Deleted due to Confidential  Treatment  Request.]                                  
                                                                                
Shipping            [Language  Deleted due to Confidential  Treatment  Request.]                                  
                                                                                
Freezer Maint.      [Language  Deleted due to Confidential  Treatment  Request.]                                  
                                                                            
G&A                 [Language  Deleted due to Confidential  Treatment  Request.]                                  
                                                                                
Fixed Fee           [Language  Deleted due to Confidential  Treatment  Request.]                                  
Government Furnished Equip.                                                     
                    [Language  Deleted due to Confidential  Treatment  Request.]                                  
                                                                                
                                                                                
TOTAL CPFF                                                                      

                                                                                
NIH 2706 (5/92) Formerly HHS646                                                 
                                                                                

                                                                    ATTACHMENT 2


                    INSTRUCTIONS FOR COMPLETING FORM NIH 2706
                "FINANCIAL REPORT OF INDIVIDUAL PROJECT/CONTRACT"

GENERAL INFORMATION

Purpose.  Form NIH 2706 is designed to: (1) provide a management tool for use by
NIH in monitoring the  application  of financial and personnel  resources to NIH
contracts,  (2) provide contractors with financial and personnel management data
which is usable in their management  processes,  (3) promptly indicate potential
areas of contract underruns or overruns by making possible comparisons of actual
performance and projections with prior estimates on individual  elements of cost
and  personnel,  and (4)  obtain  contractor's  analyses  of cause and effect of
significant  variations  between  actual and prior  estimates of  financial  and
personnel performance.

REPORTING REQUIREMENTS

(a) Scope.  The specific  cost and  personnel  elements to be reported  shall be
established by mutual  agreement prior to award.  The Government may require the
contractor to provide detailed documentation to support any element(s) on one or
more financial reports.

(b) Number of Copies and Mailing Address.  An original and two (2) copies of the
report(s) shall be sent to the  Contracting  Officer at the address shown on the
face page of the  contract,  no later than the 30th working day after the end of
the period reported.

REPORTING STATISTICS

A modification  which extends the period of performance of an existing  contract
will not  require  reporting  on a separate  Form NIH 2706,  except  where it is
determined  by the  Contracting  Officer that  separate  reporting is necessary.
Furthermore,  when  incrementally  funded contracts are involved,  each separate
allotment is not considered a separate  contract entity (only a funding action).
Therefore,  the  statistics  under  incrementally  funded  contracts  should  be
reported cumulatively from the inception of the contract through completion.

Definitions  and  Instructions  for Completing Form NIH 2706. For the purpose of
establishing  expenditure  categories in Column A, the following definitions and
instructions  will be utilized.  Each contract will specify the categories to be
reported.

(1)  Personnel--Professional.  Included  are the  senior  level  and  all  other
personnel whose total annual salary rates are $50,000 or more. It should include
key personnel  regardless of annual salary rates. All such individuals should be
listed by names and job titles on a separate line  including  those whose salary
is not directly charged to the contract but whose effort is directly  associated
with the contract. The listing must be kept up to date.

(2)  Personnel--Other.  This  will be  listed  as one  amount  unless  otherwise
required by the contract.

Form NIH 2706, Instructions                                         ATTACHMENT 3
(5/92)









(3) Fringe Benefits.  Include allowances and services provided by the Contractor
to employees as  compensation  in addition to regular  salaries and wages.  If a
fringe benefit rate(s) has been established, identify the base, rate, and amount
billed for each category. If a rate has not been established, the various fringe
benefit costs may be required to be shown separately.  Fringe benefits which are
included in the indirect cost rate should not be shown here.

(4)  Accountable  Personal  Property.  Nonexpendable  personal  property with an
acquisition  cost of $1,000 or more and with an  expected  useful life of two or
more years,  and sensitive items  regardless of cost.  Form HHS 565,  "Report of
Accountable  Property,"  must  accompany  the  contractor's  public  voucher (SF
1034/SF  1035) or this report if not  previously  submitted.  See  "Contractor's
Guide for Control of Government Property."

(5) Supplies.  Includes the cost of supplies and material and equipment  charged
directly to the contract,  but excludes the cost of  nonexpendable  equipment as
defined in (4) above.

(6) Inpatient Care.  Costs  associated with a subject while occupying a bed in a
patient care setting. It normally includes both routine and ancillary costs.

(7) Outpatient  Care. Costs associated with a subject while not occupying a bed.
It normally includes ancillary costs only.

(8)  Travel.  Includes  all direct  costs of travel,  including  transportation,
subsistence and miscellaneous  expenses.  Travel for staff and consultants shall
be shown  separately.  Identify  foreign  and  domestic  travel  separately.  If
required by the contract, the following information shall be submitted: (i) Name
of  traveler  and  purpose of trip;  (ii) Place of  departure,  destination  and
return, including time and dates; and (iii) Total cost of trip.

(9)  Consultant  Fee. Fees paid to  consultant.  Identify each  consultant  with
effort expended, billing rate, and amount billed.

(10) Premium  pay.  Includes the amount of salaries and wages over and above the
basic rate of pay.

(11) Subcontracts. List each subcontract by name and amount billed.

(12) Other costs. Includes a number of separate expenditure categories for which
the Government does not require  individual line item reporting.  It may include
some of the above categories.

(13)  Overhead/Indirect  Costs.  Identify the cost base, indirect cost rate, and
amount billed for each indirect cost category.

(14) General and Administrative expense. Cite the rate and the base. In the case
of nonprofit  organizations,  this item will usually be included in the indirect
cost.

(15) Fee. If any, cite the fee earned.

(16) Total Costs to the Government.


Form NIH 2706, Instructions                                         ATTACHMENT 3
(5/92)








PREPARATION INSTRUCTIONS

These instructions are keyed to the columns on Form NIH 2706.

Column  A--Expenditure  Category.  Enter in column A the expenditure  categories
required by the contract.

Column B--Percentage of Effort/Hours Funded. Enter in column B the percentage of
effort or number of hours agreed to during contract  negotiations for each labor
category listed in column A.

Column  C--Percentage  of  Effort/Hours-Actual.  The  Contractor  will enter the
cumulative  percentage  of effort or number of hours worked by each  employee or
group of employees listed in Column A.

Column  D--Cumulative  Incurred Cost at End of Prior Period.  This column should
show the cumulative  incurred costs up to the end of the prior reporting period.
This column will be blank at the time of the submission of the initial report.

Column  E--Incurred  Cost-Current  Period. The Contractor should enter the costs
which were incurred during the current period.

Column  F--Cumulative  Incurred Cost to Date.  The  Contractor  should enter the
combined total of Columns D and E.

Column  G--Estimated  Cost to  Complete.  Entries  need  only be made  when  the
Contractor  estimates that a particular  expenditure category will vary from the
amount funded. Realistic estimates are essential.

Column  H--Estimated  Costs at  Completion.  No entry is required in this column
unless an entry is made in Column G.

Column  I--Funded  Contract  Amount.  Enter in this  column the costs  agreed to
during contract negotiations for all expenditure categories listed in Column A.

Column  J--Variance  (Over or  Under).  This  column  need not be filled in when
Column H is blank.  When entries have been made in Column H, this column  should
show the  difference  between the estimated  costs at completion  (Column H) and
funded costs (Column I). When a line item varies by plus or minus 10%, i.e., the
percentage  arrived at by dividing  Column J by Column I, an  explanation of the
variance should be submitted. In the case of an overrun (net negative variance),
this  submission  shall not be deemed as  notice  under the  Limitation  of Cost
(Funds) clause of the contract.

Modifications.  Any  modification  in the  amount  funded  for an item since the
preceding report should be listed in the appropriate cost category.

Expenditures  Not  Funded.  An  expenditure  for an item for which no amount was
funded  (e.g.,  at  the  discretion  of the  Contractor  in  performance  of its
contract)  should be listed in the  appropriate  cost  category  and all columns
filled in except for I. Column J will of course show a 100% variance and will be
explained along with those identified under J above.

Form NIH 2706, Instructions                                         ATTACHMENT 3
(5/92)




     Federal Register / Vol. 56, No. 8 / Friday, January 11, 1991 / Notices


SYSTEMS EXEMPTED FROM CERTAIN PROVISIONS OF THE ACT:                        

   None.                                                                  

   89-25-0138                                                    

   SYSTEM NAME:                                                             

Clinical Research: Environm and Epidemiologic Studies in the Div National Cancer
etiology, HHS/NIH/NCL Institutes

   SECURITY CLASSIFICATION:                                                

   None.                                                                      
                                                                               
   SYSTEM LOCATION:                                                           
 
   National  Institutes  of  Health,  Executive  Plaza  North,  room  443,  0130
   Executive  Blvd.,  Bethesda,  MD 20882,  and National  Institutes  of Health,
   Building 12, 9000 Rockville  Pike,  Bethesda,  MD  20882, and  at  hospitals,
   medical   schools,    universities,    research   institutions,    commercial
   organizations,  state agencies, and collaborating government agencies. A list
   of locations and contracts is available upon request from the system manager.

CATEGORIES OF INDIVIDUALS COVERED BY THE SYSTEM:
                                                                          
   Patients with cancer and other environmentally caused diseases,  (e.g., birth
   defects),  patients with other diseases  (e.g.,  heart  disease),  normal and
   other persons (e.g., family members) for the purpose of making comparisons.

CATEGORIES OF PERSONS IN THE SYSTEM:

   Medical   records,   progress   reports,   correspondence,    epidemiological
   computerized data and records on biological  specimens (e.g., blood,  tumors,
   urine, etc.).

AUTHORITY FOR MAINTENANCE OF THE SYSTEM:

   42 U.S.C. 241, AND 282.

PURPOSE(S) OF THE SYSTEM:
                                                    
   To  determine:  (1)  Factors or  substances  in the  environment  which cause
   cancer;  (2) ways in which these factors or substances may cause cancer;  (3)
   characteristics  of  persons  who  may  be  particularly  susceptible  to the
   environmental factor(s) or substance(s) and/or to cancer.

ROUTINE USES OF RECORDS MAINTAINED IN THE SYSTEM,  INCLUDING CATEGORIES OF USERS
AND THE PURPOSES OF SUCH USES

   1.  Disclosure  may be made to HHS  contractors,  grantees and  collaborating
   researchers and their staff in order to accomplish the research  purposes for
   which the records are collected.  The recipients are required to protect such
   records  from  improper   disclosure.

   2. Disclosure may be made to a congressional office from the record of


                                                                    ATTACHMENT 4





     Federal Register / Vol. 56, No. 8 / Friday, January 11, 1991 / Notices

an  individual in response to an inquiry from the  congressional  office made at
the request of the individual.

     3. The  Department  contemplates  that it will contract with a private firm
for the purpose of  collating,  analyzing,  aggregating  or  otherwise  refining
records in this system. Relevant records will be disclosed to such a contractor.
The contractor shall be required to maintain Privacy Act safeguards with respect
to such records.

     4. In the event of litigations  where the defendant is (a) the  Department,
any component of the Department, or any employee of the Department in his or her
official  capacity;  (b) the United States where the Department  determines that
the claim,  if  successful,  is likely to directly  affect the operations of the
Department or any of its  components;  or (c) any Department  employee in his or
her  individual  capacity  where the Justice  Department has agreed to represent
such  employees,  or  example  in  defending  against  a  claim  based  upon  an
individual's  mental or physical condition and alleged to have arisen because of
activities of the Public Health Services in connection with such individual, the
Department  may disclose such records as it deems  desirable or necessary to the
Department of Justice or other appropriate  Federal agency to enable that agency
to present an effective  defense,  provided  that such  disclosure is compatible
with the purpose for which the records were collected.
                                                  
POLICIES  AND  PRACTICES  FOR  STORAGE,  RETRIEVING,  ACCESSING,  RETAINING  AND
DISPOSING OF RECORDS IN THE SYSTEM:

                                                  
STORAGE:                                          

     File folders,  microfilm,  charts, graphs, computer tapes, disks, and punch
cards.
                                                  
RETRIEVABILITY:                                   

     By name and/or code number.
                                                  
SAFEGUARDS:                                       

     HHS contractors and  collaborating  researchers are required to comply with
the  provisions  of the Privacy Act and with  Department  Regulations.  Subjects
participating  in a clinical  study are advised that their identity will only be
known to those who are involved in  conducting  the study and that any published
findings  will be in a format  which  precludes  individual  identification. 

     1.  Authorized  Users:  Employees  who maintain  records in this system are
instructed to grant regular  access only to  physicians,  scientists and support
staff  of the  National  Cancer  Institute,  collaborating  researchers,  or HHS
contractors,  whose duties  require the use of  ATTACHMENT  4 such  information.
Other  one-time  and  special  access  by  other   employees  is  granted  on  a
need-to-know basis as specifically authorized by the system manager.

     2. Physical Safeguards:  Data are kept in secured areas with access limited
to authorized personnel (system manager,  project officer,  contracting officer,
collaborating researchers,  staff, and HHS contractors). Data transmitted to the
NCI are in a form  which  precludes  individual  identification. 

     3.  Procedural  Safeguards:  For  computerized  records,  the contractor is
required to comply,  where appropriate,  with Department  standards and National
Bureau of Standards Guidelines.  For example, access is controlled by the use of
security  codes  known only to  authorized  personnel.  These  practices  are in
compliance with the standards of Chapter 45-13 of the HHS General Administration
Manual.  "Safeguarding  Records Contained in Systems of Records,"  supplementary
Chapter  PHS  bf:  45-13,  and  Part  6,  "ADP  Systems  Security,"  of the  HHS
Information  Resources Management Manual and the National Institute of Standards
and Technology Federal Information  Processing  Standards (FIPS Pub. 41 and FIPS
Pub. 31).
                                               
RETENTION AND DISPOSAL:                        

     Records are retained and disposed of under the authority of the NIH Records
Control Schedule contained in NIH Manual Chapter 1743, Appendix  1--"Keeping and
Destroying  Records" (HHS Records  Management  Appendix  B-301),  item 3000-G-3,
which  allows  records  to be kept as long as  they  are  useful  in  scientific
research. Refer to the NIH Manual Chapter for specific disposition instructions.
                                               
                                               
SYSTEM MANAGER AND ADDRESS:                    

     National  Cancer  Institute,   Chief,  Environmental  Epidemiology  Branch,
Executive Plaza North, room 443, 0130 Executive Blvd., Bethesda, Maryland 20862.
                                               
NOTIFICATION PROCEDURE:                        

     To  determine  if a file  exists,  write to System  Manager and provide the
following information:

     a. System  name:  Environmental  Epidemiologic  Studies in the  Division of
Cancer Causes and Prevention;
     b. Complete Name at time of study;
     c. Facility and Home Address at the time the study was undertaken;
     d. Date(s) at the time the information was provided (if known);
     e. Birth date;  
     f.  Disease  type (if  known) 

     The  requester  must also verify his or her identify by providing  either a
notarization of the request or a written certification that the requester is who
he or she claims to be and understands  that the knowing and willful request for
acquisition  of a record  pertaining to an individual  under false pretense is a
criminal   offense  under  the  Act,  subject  to  five  thousand  dollar  fine.

     Individuals  seeking  notification  of or access to medical  records should
designate a  representative  (including  address) who may be a physician,  other
health  professional,  or other  responsible  individual who would be willing to
review the record and inform the  subject  individual  of its  contents,  at the
representative's  discretion.

     A parent or guardian who requests notification of or access to a child's or
incompetent  person's medical record shall designate a family physician or other
health  professional  (other than a family  member) to whom the record;  if any,
will be sent.  The parent or guardian must verify  relationship  to the child or
incompetent person as well as his or her own identity.
                                                 
RECORD ACCESS PROCEDURE:                        

     Write to System Manager and specify the record sought. The same information
required above for notification is also needed for access.  Individuals may also
request  listings  of  accountable  disclosures  that  have  been  made of their
records, if any.
                                                 
CONTESTING RECORDS PROCEDURE

     Write to System  Manager  and  specify  the  record  and the  part(s) to be
contested,  and state the  corrective  action  sought  and the  reasons  for the
correction.  The right to contest  records is  limited to  information  which is
incomplete, irrelevant, incorrect, or untimely (obsolete).
                                                 
RECORD SOURCE CATEGORIES

     HHS  agencies,   institutions  under  contract  to  the  U.S.   Government,
universities,  medical schools,  hospitals,  research  institutions,  commercial
institutions,  state  agencies,  other U.S.  Government  agencies,  patients and
normal volunteers,  physicians,  research  investigators and other collaborating
personnel.
                                                 
SYSTEMS EXEMPTED FROM CERTAIN PROVISIONS OF THE ACT:

     None.







PHS 352.223-70 SAFETY AND HEALTH (APRIL 1984)

(a)  In order to provide  safety  controls for protection to the life and health
     of employees and other  persons;  for prevention of damage to all property;
     and for avoidance of work interruptions in the performance of the contract;
     the  Contractor  will consult,  comply with,  and include in all applicable
     subcontracts, the following standards, as appropriate:

     (1)  Biosafety  in  Microbiological  and  Biomedical   Laboratories,   U.S.
          Department of Health and Human  Services,  Centers for Disease Control
          (CDC) and the NIH, HHS Pub. No. (CDC) 88-8395.

     (2)  Recommendations  for  Prevention of HIV  Transmission  in  Health-Care
          Settings,  Morbidity and Mortality  Report,  August 21, 1987, Vol. 35,
          No. 2S.

     (3)  Update:  Universal Precautions for Prevention of Transmission of Human
          Immunodeficiency  Virus,  Hepatitis  B  Virus,  and  Other  Bloodborne
          Pathogens in  Health-Care  Settings.  Morbidity and  Mortality  Weekly
          Report, June 24, 1988, Vol. 37, No. 24.

     (4)  Agent Summary  Statement  for Human  Immunodeficiency  Viruses  (HIV);
          Included are GTLV-III,  LAV, HIV-1, and HIV-2. Morbidity and Mortality
          Weekly Report, April 1, 1988, Vol. 37, No. S4.

     (5)  Recommendations  for the Safe  Handling of  Parentoral  Antineoplastic
          Drugs, NIH Publication No. 83-2621.

     (6)  NIH Guidelines for the Laboratory Use of Chemical Carcinogens, NIH No.
          81-2385.

      The above, (1) - (6), may be obtained from:

                 Division of Safety
                 Office of Research Services
                 National Institutes of Health
                 Building 31, Room 1C02
                 Bethesda, Maryland 20892

     (7)  Guidelines  for Research  Involving  Recombinant  DNA Molecules (49 FR
          46266 latest revision) and Administrative Practices Supplement.  These
          may be from:

                 Office of Recombinant DNA Activities
                 Office of Science Policy and Legislation
                 National Institutes of Health
                 Building 31, Room B1C34
                 Bethesda, Maryland 20892







Safety and Health Clause                                            ATTACHMENT 5
PHS 352.223-70 (04/84)








     (8)  Procedures  for the  Domestic  handling and  Transport  of  Diagnostic
          Specimens  and  Etiologic  Agents,  National  Committee  for  Clinical
          Laboratory Standards, July 17, 1985, Vol. 5. This may be obtained from

                 National Committee for Clinical Laboratory Standards
                 771 East Lancaster Avenue
                 Villanova, Pennsylvania 19085

      Further,  the Contractor  shall take or cause to be taken such  additional
      safety measures as the Contracting  Officer may determine to be reasonably
      necessary;  provided,  that if  compliance  with  such  additional  safety
      measures results in a material increase in the cost or time of performance
      of the contract,  an equitable  adjustment will be made in accordance with
      the clause of this contract entitled "Changes."

(b)   Prior to  commencement  of work, the Contractor will submit in writing its
      plan for complying with the safety and health provisions of this contract,
      and  will  meet  with  the  Contracting   Officer  or  his/her  designated
      representative to discuss and develop a mutual  understanding  relative to
      administration of the overall safety program.

(c)   During the performance of work under this contract,  the Contractor  shall
      comply with all procedures  prescribed by the Contracting  Officer for the
      control and safety of persons  visiting  the job site and will comply with
      such  requirements  to  prevent  accidents  as  may be  prescribed  by the
      Contracting Officer.

(d)   The  Contractor  will  maintain an  accurate  record of, and report to the
      Contracting  Officer  in  such  manner  as  the  Contracting  Officer  may
      prescribe,  all  accidents  and  incidents  resulting in death,  traumatic
      injury,  occupational  disease,  and/or damage to all property incident to
      work performed under the contract.

(e)   The  Contracting  Officer shall notify (if otherwise,  confirm in writing)
      the Contractor of any noncompliance with the provisions of this clause and
      corrective  action  to  be  taken.  After  receipt  of  such  notice,  the
      Contractor shall  immediately take such corrective  action.  (Such notice,
      when delivered to the Contractor or its  representative at the site of the
      work, shall be deemed sufficient for the purpose.) If the Contractor fails
      or refuses to comply promptly,  the Contracting Officer may issue an order
      stopping all or part of the work until satisfactory  corrective action has
      been  taken.  No part of the time lost due to any such stop order shall be
      the subject of claim for  extension of time or for costs or damages by the
      Contractor.

(f)   The  Contractor  shall  insert  the  substance  of  this  clause  in  each
      subcontract  involving  the  use of  hazardous  materials  or  operations.
      Compliance  with the provisions of this clause by  subcontractors  will be
      the responsibility of the Contractor.


                                 [End of Clause]




Safety and Health Clause                                            ATTACHMENT 5
PHS 352.223-70 (04/84)








                        PROCUREMENT OF CERTAIN EQUIPMENT

Notwithstanding  any other clause in this contract,  the Contractor  will not be
reimbursed for the purchase, lease, or rental of any item of equipment listed in
the following Federal Supply Groups, regardless of the dollar value, without the
prior written approval of the Contracting Officer.

            67 - Photographic Equipment
            69 - Training Aids and Devices
            70 - General Purpose ADP Equipment, Software, Supplies
                 and Support (Excluding 7045-ADP Supplies and
                 Support Equipment.)
            71 - Furniture
            72 - Household and Commercial Furnishings and Appliances
            74 - Office Machines and Visible Record Equipment
            77 - Musical Instruments, Phonographs, and Home-type
                 Radios
            78 - Recreational and Athletic Equipment


When equipment in these Federal Supply Groups is requested by the Contractor and
determined essential by the Contracting Officer, the Government will endeavor to
fulfill  the  requirement  with  equipment  available  from its excess  personal
property  sources,  provided  the  request  is made  under a  cost-reimbursement
contract.  Extensions  or renewals of  approved  existing  leases or rentals for
equipment in these Federal  Supply  Groups are excluded  from the  provisions of
this article.





NIH(RC)-7  (4/1/84)                                                 ATTACHMENT 6
OMB Bulletin 81-16







Biotech Research

                                  SCHEDULE II-A
                                 Master List of
                          Government Furnished Property




Description                             Model #         Serial #       Gov. Decal #   Location          Cost ($)  Date
                                                                                                                  Acquired
                                                                                                          
Freezer, Mechanical MPG/Forma           8158            80638-004      467579         3 Taft, Annex        1,780            04/03/82
Freezer, Mechanical MPG/Forma           8158            80856-007      481561         3 Taft, Annex        4,850            10/22/84
Freezer, Mechanical MPG/Forma           8158            80638-005      467580         3 Taft, Annex        1,780            04/03/82
Freezer, Mechanical MPG/Forma           8158            80638-003      467578         3 Taft, Annex        1,780            04/03/82
Freezer, Mechanical MPG/Forma           8158            80856-008      467628         3 Taft, Annex        4,850            10/22/84
Freezer, Mechanical MPG/Forma           8358            69929-77       467349         3 Taft, Annex        4,539            12/27/83
Freezer, Mechanical MPG/Forma           8358            69566-1        449931         3 Taft, Annex        4,539            08/03/83
Freezer, Mechanical MPG/Forma           8358            69566-2        449932         3 Taft, Annex        4,539            08/03/83
Freezer, Mechanical MPG/Forma           8358            60091-118      468220         3 Taft, Annex        4,539            06/28/84
Freezer, Mechanical MPG/Forma           8358            60091-119      468222         3 Taft, Annex        4,539            06/28/84
Freezer, Mechanical MPG/Forma           8358            60342-261      486569         3 Taft, Annex        4,732            05/02/85
Freezer, Mechanical MPG/Forma           8358            80128-320      496994         3 Taft, Annex        4,680            07/25/85
Freezer, Mechanical MPG/Forma           8358            81043-402      None           3 Taft, Annex        4,680            07/01/85
Freezer, Mechanical MPG/Forma           8358            81391-455      509353         3 Taft, Annex        4,680            02/18/86
Freezer, Mechanical MPG/Forma           8358            81611-479      509354         3 Taft, Annex        4,680            06/25/86
Freezer, Mechanical MPG/Forma           8358            82004-659      525534         3 Taft, Annex        4,275            05/06/87
Freezer, Mechanical MPG/Forma           8358            82004-658      525535         3 Taft, Annex        4,275            05/06/87
Freezer, Mechanical MPG/Forma           8358            82189-762      600051         3 Taft, Annex        4,792            11/01/87
Freezer, Mechanical MPG/Forma           8358            82154-858      None           3 Taft, Annex        4,857            08/01/88
Freezer, Mechanical MPG/Forma           8358            82154-857      None           3 Taft, Annex        4,857            08/01/88
Freezer, Mechanical MPG/Forma           8358            82154-860      None           3 Taft, Annex        4,857            08/01/88
Freezer, Mechanical MPG/Forma           8458            83029-220      None           3 Taft, Annex        4,743            06/01/89
Freezer, Mechanical MPG/Forma           8458            83029-219      None           3 Taft, Annex        4,743            06/01/89
Freezer, Mechanical MPG/Forma           8458            83071-255      609114         3 Taft, Annex        4,743            09/01/89
Freezer, Mechanical MPG/Forma           8458            83071-256      609115         3 Taft, Annex        4,743            09/01/89
Freezer, Mechanical MPG/Forma           8458            83327-403      623931         3 Taft, Annex        5,028            04/01/90
Freezer, Mechanical MPG/Forma           8458            83327-402      623932         3 Taft, Annex        5,028            04/01/90
Freezer, Mechanical MPG/Forma           8458            83510-576      811081         3 Taft, Annex        4,473            12/01/90
Freezer, Mechanical MPG/Forma           8458            83510-578      811080         3 Taft, Annex        4,473            12/01/90
Freezer, Mechanical MPG/So-Low          SE27-120        8889646        01023091       3 Taft, Annex                            11/92
Freezer, Mechanical MPG/So-Low          SE27-120        8889645        01023092       3 Taft, Annex                            11/92
Freezer, MFG/Montgomery Ward                                           None           3 Taft, Lab D          450
Freezer Racks, for Mechanical           820012                         449933         3 Taft, Annex        2,884            08/03/83
  MFG/Forma
Freezer Racks, for Mechanical (2 sets   12-2                           None           3 Taft, Annex        5,469           03/05/91
   MFG / Cryo
Freezer, LN 2 MFG / MVE                 A4500           449-B          449930         3 Taft, Freezer Rm   6,909           07/06/83
Freezer, LN 2 MFG / MVE                 A4500           448-B          449929         3 Taft, Freezer Rm   6,909           07/06/83
Freezer, LN 2 MFG / MVE                 A4500           276-B          467577         3 Taft, Freezer Rm   1,460           04/03/82
Freezer, LN 2 MFG / MVE                 A4500           272-B          467576         3 Taft, Freezer Rm   1,460           04/03/82
Freezer, LN 2 MFG / MVE                 A4500           274-B          467575         3 Taft, Freezer Rm   1,460           04/03/82
Freezer, LN 2 MFG / MVE                 A4500           481-B          481973         3 Taft, Freezer Rm   7,500           04/01/85
Freezer, LN 2 MFG / MVE                 A4500           561            509677         3 Taft, Freezer Rm   7,800           08/22/86
Freezer, LN 2 MFG / MVE                 A4500           595            530495         3 Taft, Freezer Rm   8,952           09/01/87
Freezer, LN 2 MFG / MVE                 A4500           593            530496         3 Taft, Freezer Rm   8,952           09/01/87
Freezer, LN 2 MFG / MVE                 XLC1110         DKA88J102      None           3 Taft, Freezer Rm   9,500           09/01/88
Freezer, LN 2 MFG / MVE                 XLC1110         DKG89G101      609116         3 Taft, Freezer Rm   9,870           09/01/89
Freezer, LN 2 MFG / MVE                 XLC1110         DKC89G103      609117         3 Taft, Freezer Rm   9,870           09/01/89
Freezer, LN 2 MFG / MVE                 XLC1110         DKD90B102      623933         3 Taft, Freezer Rm   9,870           04/01/90
Freezer, LN 2 MFG / MVE                 XLC1110         DKD90B101      623934         3 Taft, Freezer Rm   9,870           04/01/90
Freezer, LN 2 MFG / MVE                 XLC1110         DFK90K110      811082         3 Taft, Freezer Rm  10,077           12/01/90
Freezer Racks, for LN 2 (2 sets)        9-2                            44934          3 Taft, Freezer Rm   2,260           08/12/83
   MFG/MVE                                                             44935
Freezer Racks, for LN 2 MFG / MVE       12-2C                          468221         3 Taft, Freezer Rm   2,970           08/17/84
Freezer Racks, for LN 2 MFG / MVE       9-2C                           481973         3 Taft, Freezer Rm   1,300           04/01/85
Freezer Racks, for LN 2 MFG / MVE       12-2C                          486570         3 Taft, Freezer Rm   2,805           05/22/85
Freezer Racks, for LN 2 MFG / Cryo      9-2                            None           3 Taft, Freezer Rm   1,409           03/05/91
Centrifuge, Micro MFG/Fisher            59              1611           467566         3 Taft, Lab D        1,100           04/03/82
Centrifuge MFG/IEC                      PR-6            47914P2        295075         3 Taft, Lab D        2,606           04/03/82
Centrifuge MFG/Beckman                  TJ-6            10309          481563         3 Taft, Lab D        2,900           10/22/84
Centrifuge MFG/IEC                      CRU-5000        23452863       467626         3 Taft, Lab D        2,950           10/22/84
Centrifuge with H-100B Rotor            RT6000B         8601962        509355         3 Taft, Lab D        7,325           07/17/86
    MFG/Sorvall

Water Bath MFG/Precision Scientific     182             22AM/7         467574         3 Taft, Lab D          450           04/03/82
Water Bath MFG/Precision Scientific     184             22AM/6         467572         3 Taft, Lab D          450           04/03/82
Hood, Laminar Flow MFG/Nuaire, Inc.     NU-408-424      4009 MM-A      467568         3 Taft, Lab D        8,952           04/03/82
Hood, Laminar Flow MFG/CCI              740             13406          418708         3 Taft, Annex        8,952           05/01/90
Coulter Counter MFG/Coulter Electron    ZBi             5632           467567         3 Taft, Lab D       10,000           04/03/82
Tank, TN 2 MFG/MVE                      160L DURA-LO    L83112112CA    467514         3 Taft, Freezer Rm   1,295           02/06/84
Freezer, Control Rate; Programmer       900             81050ID        496118         3 Taft, Freezer Rm   9,870               1986
    Controller, & Recorder
    MFG/Cryomed

Freezer, Control Rate; Chamber          990             81020F         496118         3 Taft, Freezer Rm                       1986
    MFG/Cryomed

Freezer, Control Rate; Programer &      1010            89-22026       None           3 Taft, Freezer Rm                   06/01/89
    Controller MFG/Cryomed

Freezer, Control Rate; Recorder         L655221         1288/89        None           3 Taft, Freezer Rm                   06/01/89
    MFG/Cryomed

Freezer, Control Rate; Chamber          2700C           882110         None           3 Taft, Freezer Rm                   06/01/89
    MFG/Cryomed

Refrigerator MFG/Puffer Hubbard         LR201T4         11138          277520         3 Taft, Lab D          880           04/03/82
Refrigerator MFG/Gibson                 RT173WJGB       0781677522     401923         3 Taft, Lab D          310           10/22/84
Freezer, Mechanical MFG/Forma           8458            84200-00719    811940         3 Taft, Annex        5,431           08/28/91
Freezer, Mechanical MFG/Forma           8458            84200-00720    811941         3 Taft, Annex        5,431           08/28/91
Freezer, LN2MFG/MVE                                     DFK91G101      811942         3 Taft, Freezer Room 9,870           08/28/91
Freezer Racks for LN2MFG/MVE                                                          3 Taft, Freezer Room 2,000           08/28/91
Freezer Racks for LN2MFG/MVE                                                          3 Taft, Freezer Room 1,725           08/28/91
COMPUTER EQUIPMENT
Computer, 286 MFG/Compaq                20              48-14AM3B1292  None           3 Taft, Office D     2,195           12/01/88
Monitor, Monochrome                     1418            AONO7564       None           3 Taft, Office D       157           12/01/88
    MFG/Packard Bell

Printer MFG/Epson                       DFX-5000        OOG0000823     None           3 Taft, Office D     1,517           12/01/88
Modem MFG/Hayes                         2400B                          None           3 Taft, Office D       443           12/01/88
Graphic Card MFG/Hercules                                              None           3 Taft, Office D       194           12/01/88
Program, MS DOS MFG/Compaq              V3.3                           None           3 Taft, Office D        84           12/01/88
Disc Drive/Compaq                                                      None           3 Taft, Office D       400           06/25/91
Hard Drive/Compaq                                                      None           3 Taft, Office D       538           07/09/91
Keyboard/Compaq                                                        None           3 Taft, Office D                     07/09/91
Liquid Nitrogen Dry                     CRYOMED         CMD-20-1       916815                              1,100              11/91
    Shipper                             CMD-20

Liquid Nitrogen Dry                     CRYOMED         CMD-20-2       916816                              1,100              11/91
    Shipper                             CMD-20

Freezer, LN2 MFG/MVE                    XLC 1110        JIA92B101      871521                              9,882              05/92
Freezer, Mechanical MFG/So-Low          SE27.120        9192769        871522                              5,243              06/92
Freezer, Mechanical MFG/So-Low          SE27.120        9192768        871523                              5,243              06/92