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(a) As stated in the Federal Register, Volume 57, No.

190, page 45096,

dated September 30, 1992, Policy Letter on Inherently Governmental Functions, no

personal services shall be performed under this contract.

No Subcontractor

employee will be directly supervised by the Government.

All individual employee

assignments, and daily work direction, shall be given by the applicable employee

supervisor.

If the Subcontractor believes any Government action or communication

has been given that would create a personal services relationship between the

Government and any Subcontractor employee, the Subcontractor shall promptly

notify the Subcontract Administrator of this communication or action.

(b) The Subcontractor shall not perform any inherently Governmental

actions under this subcontract.

No Subcontractor employee shall hold him or

herself out to be a Government employee, agent, or representative.

No

Subcontractor employee shall state orally or in writing at any time that he or

she is acting on behalf of the Government.

In all communications with third

parties in connection with this subcontract, Subcontractor employees shall

identify themselves as Subcontractor employees and specify the name of the

company for which they work.

(c) The Subcontractor shall insure that all of its employees working on

this subcontract are informed of the substance of this clause.

Nothing in this

clause shall limit Unisys' rights in any way under any other provision of the

Subcontract, including those related to Unisys' right to inspect and accept the

services to be performed under this subcontract.

The substance of this clause

shall be included in all subcontracts at any tier.

H.8 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) The Subcontractor warrants that, to the best of the Subcontractor's

knowledge and belief, there are no relevant facts or circumstances which could

give rise to an organizational conflict of interest (OCI), as defined in FAR

9.5, Organizational and Consultants Conflicts of Interest, or that the

Subcontractor has disclosed all such relevant information.

(b) The Subcontractor agrees that if an actual or potential OCI is

discovered after award, the Subcontractor shall make a full disclosure in

writing to the Subcontract Administrator.

This disclosure shall include a

description of actions which the Subcontractor has taken or proposes to take,

after consultation with the Subcontract Administrator, to avoid, mitigate, or

neutralize the actual or potential conflict.

(c) The Subcontract Administrator may terminate this contract for

convenience, in whole or in part, if it deems such termination necessary to

avoid OCI.

If the Subcontractor was aware of a potential OCI prior to award or

discovered an actual or potential conflict after award and did not disclose or

misrepresented relevant information to the Subcontract Administrator, Unisys may

terminate the contract for default, advise the Government Contract Office, or

pursue other remedies as may be permitted by law or this contract.

(d) The Subcontractor shall include this clause in all subcontracts

and in lower tier subcontracts unless a waiver is requested from, and

granted by, the Subcontract Administrator.

(e) In the event that a Purchase Order is issued to the Subcontractor

that would require activity that would create a potential conflict of

interest, the Subcontractor shall:

(1) Notify the Subcontract Administrator of a potential conflict,

and;

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(2) Recommend to the Subcontract Administrator an alternate

tasking approach which would avoid the potential conflict, or

(3) Present for approval a conflict of interest mitigation plan

that will:

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(a) Describe in detail the Purchase Order requirement that

creates the potential conflict of interest; and

(b) Outline in detail the actions to be taken by the

Subcontractor or Unisys in the performance of the task to

mitigate the conflict, division of subcontractor effort, and

limited access to information, or other acceptable means.

(4) The Subcontractor shall not commence work on a Purchase Order

related to a potential conflict of interest until specifically

notified by the Subcontract Administrator to proceed.

(5) If the Subcontract Administrator determines that it is in the

best interest of the Government to issue a Purchase Order,

notwithstanding a conflict of interest, a request for waiver

shall be submitted in accordance with FAR 9.503.

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ATTACHMENT B

REPRESENTATIONS AND CERTIFICATIONS