1. Section B for Option Year 2 is hereby reiterated as follows:

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2 N C-0084 P00026 Page 2 of 3 1. Section B for Option Year 2 is hereby reiterated as follows: Option Year 2 Items: ITEM SUPPLIES / SERVICES MAX QUANTITY / UNIT 0201 FSET Sys Engineering And Tech Services For Fleet Systems Engineering Program (FSET) CPFF 0202 NNSOC Provide Afloat And Ashore Sys Engineering Support For Naval Network And Space Operations Centers (NNSOC) (Max 16 FTE) CPFF 0203 NCTAMS Provide Ashore Sys Engineering Support For Naval Telecommunications Area Master Stations (NCTAMS) CPFF 0204 SPAWAR Provide Underway Sys Engineering And Tech Support For Space And Naval Warfare Systems Command (SPAWAR) CPFF 0205 SUPPORT DATA DATA IN SUPPORT OF TRAVEL & ODC (Cost Reimbursement, Non-Fee Bearing) 0206AA TRAVEL/ODC W/ AB TRAVEL/ODC W/ AC TRAVEL/ODC W/ AD TRAVEL/ODC W/ Speed to Capability CPFF 0207AA 0207AB 0207AC Speed to Capability In support of 0201 (per clause C3-7) CPFF Speed to Capability In support of 0202 (per clause C3.7) CPFF Speed to Capability In support of 0204 (per clause C3.7) CPFF UNIT PRICE 129,630 Hours Est Cost: $65.87 Fixed Fee: $4.30 CPFF: $ ,000 Hours Est Cost: $74.38 Fixed Fee: $3.78 CPFF: $ ,000 Hours Est Cost: $69.14 Fixed Fee: $3.27 CPFF: $ ,410 Hours Est Cost: $82.35 Fixed Fee: $5.39 CPFF: $87.75 NSP 11,175 Hours Est Cost: $63.92 Fixed Fee: $5.11 CPFF: $ ,000 Hours Est Cost: $58.80 Fixed Fee: $4.70 CPFF: $ ,350 Hours Est Cost: $64.61 Fixed Fee: $5.17 CPFF: $69.78 EXTENDED PRICE Est Cost: $8,538,551 Fixed Fee: $ 556,841 CPFF: $9,095,392 Est Cost: $2,380,199 Fixed Fee: $121,019 CPFF: $2,501,218 Est Cost: $1,382,830 Fixed Fee: $ 65,465 CPFF: $1,448,295 Est Cost: $1,104,369 Fixed Fee: $ 72,295 CPFF: $1,176,664 NTE $2,400,000 Est Cost: $714,311 Fixed Fee: $57,145 CPFF: $771,456 Est Cost: $2,351,947 Fixed Fee: $ 188,156 CPFF: $2,540,103 Est Cost: $1,444,034 Fixed Fee: $ 115,550 CPFF: $1,559,584 Opt 2 PERIOD Cost Plus Fixed Fee $14,221, Cost Reimbursement (NTE) $ 2,400,000 Opt 0207 Cost Plus Fixed Fee $ 4,871,143 TOTAL FY06 $21,492,712

3 N C-0084 P00026 Page 3 of 3 2. The following Technical Direction Letters (TDLs) are applicable to Option Year 2 of this contract and are hereby incorporated and attached: a. TDL # FSET Afloat b. TDL # NNSOC c. TDL # NCTAMS d. TDL # CNFJ ITSC/CENTRIX Support e. TDL # 06-07AA Bahrain CENTRIX Support f. TDL # 06-07AB/07AC BLII 3. All other terms and conditions of the basic contract remain unchanged.

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17 TECHNICAL DIRECTION PRIME CONTRACT N C-0084 (1) Date of Issue: 11/16/05 (2) TD ID#: 06-07AB/07AC (BLII) (3) Applicable C1 and SOW: B; C1.7; C-3 and Att. A (4) C4ISR program being supported: In support of the Europe, Bahrain, and Asia BLII network, the following functional areas must be supported: OCONUS Navy Enterprise Network (ONE NET), Internet Protocol (IP) based networks, Microsoft Windows XP and 2000 system administration, MS Windows 2000 Active Directory, Microsoft Exchange system administration, Enterprise Management, Information Assurance, Desktop Management, web hosting, networking, and Large scale inter-organizational Active Directory and Exchange 2000 migrations. In addition, support is required for the following COTS products: Symantec Enterprise Security Manager, Symantec Intrude Alert, Cisco IDS, Raptor Firewall, Cisco routers and switches, Sun Solaris, IBM Tivoli, Oracle 8/9, Remedy Help Desk, G2/Sidewinder Firewall, and Veritas Backup-Exec. (5) TD performance description, including specific task and support required in addition to contract Attachment A (Statement of Work): a. Period of Performance: 16 Nov Nov 06. b. Support the NAVEUR/COM6THFLT, NAVCENT/COM5THFLT and PACFLT/COM7THFLT/CNFJ/CNFK BLII efforts and other significant IT initiatives to include ONE NET. Provide required support to a broad range of Information Technology (IT) engineering, evaluation/analysis, technical skills and experience in Information Resources management for various IT projects involving extensive IT integration and interoperability planning. c. Support the Theater and Regional Network Operations and Security Centers (TNOSC and RNOSCs) and the Local Network Operations and Security Centers (LNOSC). d. Support the requirement for primary responsibility for execution of BLII planning and management and coordination of military, government, and contractor personnel assigned. e. Support BLII upgrade of communications and Information Technology (IT) capabilities for NAVEUR, NAVCENT, PACFLT, and CNFJ/CNFK land-based commands and facilities. f. Assist in the systems engineering, enhancements, migration and transition of BLII users including supporting the manning the TNOSC/RNOSC/ITSC and LNOSC/ITOC. g. Day to day operations including network maintenance, operations, help desk support. h. Support the BLII Configuration Management Process. i. Support the Active Directory operations and maintenance.

18 j. Provide technical support and guidance for the Base Level Information Infrastructure (BLII) Modernization Project, OCONUS transition, implementation and execution. k. Provide operational technical support, network services, Information Assurance (IA), Help Desk services, and other services necessary to support the Navy Enterprise Information Technology strategies, information management, standards, security and configuration management. l. The contractor will provide one fleet systems engineer to provide technical assistance as end-to-end BLII Systems Integration for SPAWAR PEO C4I and Space and when required, prepare test planning documentation to ensure successful production of integrated shore and afloat systems. The primary mission for this task is to support PEO C4I&Space, BLII Program office. The contractor shall have 3-4 year of Systems Engineering experience in integration and interoperability with large networks similar to IT21, NMCI and ONE-Net. The contractor performing this task shall have working knowledge of ONE-Net, IT21 and NMCI and shall have experience in Functional Area Manager (FAM) process. The contractor will be responsible for participating in developing migration strategies from legacy to ONE-Net and participate in developing deployable solutions between ONE-Net and both IT21 and NMCI. In addition the contractor shall have a working experience all tasks identified in Network Engineering Task addressed above. Contractor shall participate in development of Interface Control Documents (ICD) between ONE-Net and both IT21 and NMCI. Provide technical assistance in the following areas: i. Act as Principal Technical Advisor and when directed, provide on-site design configurations and systematic baseline to meet configuration requirements. ii. When directed, assist during installations and provide maintenance support to for systems integration requirements. iii. Assist in troubleshooting and repair of systems as requested. Assistant in insuring appropriate IA measures are in place. iv. Work with users and customers to ensure new systems are integrated into the architecture. v. When directed provide Training Support for SPAWAR PEO C4I and Space BLII requirements vi. When directed, develop BLII and ONE-Net courses and provide training. vii. Provide technical network engineering support of the system architecture configuration and systematic baseline to meet the site production objectives; viii. Provide on-site design configuration/network support at each site; ix. Prepare test planning documentation for integrated Communications Systems, C4ISR systems afloat, and ashore as directed by SPAWAR PEO C4I and Space. x. Incorporate statistics from various sources into databases, to include Access, MS and all other applicable databases, to provide metrics, as required.

19 xi. Support SPAWAR PEO C4I and Space during testing and evaluation of BLII Migration. xii. Maintain Information Assurance Initiatives and provide On-site engineering and technical support for IT hardware and software upgrades modifications. xiii. On-site support shall provide activity based technical and engineering support for process configuration, and provide technical guidance for alternative courses of action to more effectively accomplish the integration of upgrades and modifications; xiv. Provide maintenance support to resolve systems integration issues among C4ISR systems and assist Fleet FSETS in resolving ship-to-shore networking issues. xv. Review on-site design configurations and provide recommendations for improvement or alternative networking strategies, assist in conducting preliminary network testing after integration and configuration of site upgrades and modifications; xvi. Provide SPAWAR with information encountered with C4ISR problems during fleet operations and be prepared to recommend design changes. xvii. Provide technical network support of the BLII system architecture configuration and system baseline. xviii. Provide technical support to Joint and Fleet exercises, and when required, provide after action reports, which identify potential problems and recommend solutions; xix. When required, brief and train coalition personnel on BLII network operations and capabilities. xx. On-site design configuration/network strategies for system updates. xxi. PACFLT/COM7THFLT/CNFJ/CNFK BLII efforts and other significant IT initiatives to include ONE NET. Provide required support to a broad range of Information Technology (IT) engineering, evaluation/analysis, technical skills and experience in Information Resources management for various IT projects involving extensive IT planning. xxii. Support the Theater and Regional Network Operations and Security Centers (TNOSC and RNOSCs) and the Local Network Operations and Security Centers (LNOSC). xxiii. Provide technical support for execution of BLII planning and management and coordination of military, government, and contractor personnel assigned. xxiv. Support BLII upgrade of communications and Information Technology (IT) capabilities for NAVEUR, NAVCENT, PACFLT, and CNFJ/CNFK land-based commands and facilities. xxv. Assist in the systems engineering, enhancements, migration and transition of BLII users including supporting the manning the TNOSC/RNOSC/ITSC and LNOSC/ITOC. xxvi. Support the BLII Configuration Management Process.

20 xxvii. Provide technical support and guidance for the Base Level Information Infrastructure (BLII) Modernization Project, OCONUS transition, implementation and execution. Support the SPAWAR PEO C4I and Space Enterprise Information Technology strategies, information management, standards, security and configuration management xxviii. Support the NAVEUR/COM6THFLT, NAVCENT/COM5THFLT and PACFLT xxix. Travel: Following travel is directed. Additional travel as directed trip Bahrain 3 Weeks 2. 2 trips Naples, Italy 2 Weeks 3. 2 trips Yokosuka, Japan 2 Weeks 4. 2 trips Hawaii 1 Week xxx. Estimated cost by Labor and Travel/ODC: This Task Direction Letter includes BLII FSET support for CLIN 0204 and associated travel and other direct costs (ODC) CLIN 0206AD. xxxi. This period of performance for this task requires 3000 hours. xxxii. Labor Funding. For CLIN Can be incrementally funded throughout the year. (6) The contractor shall provide dedicated Fleet Systems Engineers to provide the required support at the following locations for the period of performance specified. a. These locations and support requirements may change during the year. b. There are hours and cost differences between CLIN s 0204, 0207AB and 0207AC. c. ODC s cited in this TDL are based on 50% of total requirement for Option Year 2 due to contract ceiling limitations (51% for CLIN 0206AD, 50% for CLIN 0206AB, and 44% for CLIN 0206AD). d. Actual total estimated ODCs required for this TDL are $657,292 for CLIN 0206AC, $954,044 for CLIN 0206AB, and $69,100 for CLIN 0206AD for a Total ODC s required of $1,680,436.

21 OPTION YEAR 2 BLII LOCATIONS LOCATION HOURS ASSOCIATED CLIN S SAN DIEGO, CA (PEO C4I) 3000 (1 X 1920; 1 X 0204/0206AD 1080) TOTAL SAN DIEGO 3,000 BAHRAIN 4000 (2 X 2000) 0207AB/0206AB BAHRAIN 4470 (2 X 2235) 0207AC/0206AC TOTAL BAHRAIN 8,470 LONDON, ENGLAND 2235 (1 X 2235) 0207AC/0206AC NAPLES, ITALY 8000 (4 X 2000) 0207AB/0206AB ROTA, SPAIN 2235 (1 X 2235) 0207AC/0206AC SIGONELLA, ITALY 2235 (1 X 2235) 0207AC/0206AC SOUDA BAY, CRETE 2235 (1 X 2235) 0207AC/0206AC LA MADDALENA, ITALY 2000 (1 X 2000) 0207AB/0206AB TOTAL EUROPE 18,940 YOKOSUKA, JAPAN 6705 (3 X 2235) 0207AC/0206AC YOKOSUKA, JAPAN 6000 (3 X 2000) 0207AB/0206AB MISAWA, JAPAN 2000 (1 X 2000) 0207AB/0206AB OKINAWA, JAPAN 2000 (1 X 2000) 0207AB/0206AB SASEBO, JAPAN 2000 (1 X 2000) 0207AB/0206AB CHINHAE, KOREA 2000 (1 X 2000) 0207AB/0206AB SEMBAWANG, 2235 (1 X 2235) 0207AC/0206AB SINGAPORE FINEGAYAN, GUAM 2000 (1 X 2000) 0207AB/0206AB TOTAL ASIA 24,940 TOTAL BLII 55,350 HOURS TOTAL CLIN 0204/0206AD TOTAL CLIN 0207AC/0206AC TOTAL CLIN 0207AB/0206AB 3,000 (1 X 1920; 1 X 1080) 22,350 (10 X 2235) 30,000 (15 X 2000) OPTION YEAR 2 COSTS

22 PER CONTRACT CLIN HOURS** COST PER HR** 0204 TOTAL FOR ,000 (3,000 X $82.35) $247, AC 22,350 (22,350 X $64.61) $1,444,034 FEE** (3,000 X $5.39) $16,170 (22,350 X $5.17) $115,550 TOTAL COST (CPFF) $263,220 $263,220 $1,559, AB 30,000 (30,000 X $58.80) $1,764,000 TOTAL LABOR (30,000 X $4.70) $141,000 $1,905,000 55,350 HRS $3,462,884 $272,720 $3,727,804 ODC S*** CLIN ASSOCIATION % REQUIRED ODCs 0206AC 0207AC 51% of Required ODCs 0206AB 0207AB 50% of Required ODCs 0206AD % of Required ODCs 0206AC/0206AB/0206AD TOTAL LABOR AND ODCS TOTAL ODC S*** 50% of Required ODCs Total with 50% Required ODCs TOTAL $332,812* $477,022* $30,100* $839,934* $4,567,738*

23 * Actual Total Required with 100% ODCs and CPFF Labor is $5,408,240 (Total ODCs Required of $1,680,436 - required of $657,292 CLIN 0206AC, $954,044 CLIN 0206AB, and $69,100 CLIN 0206AD). ** CLIN 0207AC, 0207AB and 0204 RATES PER MODIFICATION P00002 OF THE BASIC CONTRACT ***ODC S ARE COST REIMBURSEMENT AND NON FEE BEARING (7) The contractor shall provide requisite personnel to support the BLII efforts. The following are preferred capabilities for the designated position. The Fleet Systems Engineer filling the billet should have the following knowledge, skills, and experience. Certification is a plus but not a requirement. BLII SYSTEMS INTEGRATION ENGINEER:. The contractor shall have 3-4 year of Systems Engineering experience in integration and interoperability with large networks similar to IT21, NMCI and ONE-Net. The contractor performing this task shall have working knowledge of ONE-Net, IT21 and NMCI and shall have experience in Functional Area Manager (FAM) process. The contractor will be responsible for participating in developing migration strategies from legacy to ONE-Net and participate in developing deployable solutions between ONE-Net and both IT21 and NMCI. In addition the contractor shall have a working experience all tasks identified in Network Engineering Task addressed above. Contractor shall participate in development of Interface Control Documents (ICD) between ONE-Net and both IT21 and NMCI. Systems Administrator: Microsoft Certified System Engineer (MCSE) for Windows 2003 or equivalent experience and knowledge. Demonstrated skills with administration, configuration and troubleshooting, and resolving network system problems on an enterprise scale on MS Windows Active Directory Services, MS Windows NT/2000/2003 Servers, MS Exchange 5.5 & 2003 Windows Scripting. Demonstrated experience and proficiency with administration, configuration, and troubleshooting hardware platforms such as Dell Server (1650/2400/2650/4600/4650) and workstations (Diminesions/Optiplex) or equivalent technology. Network Engineer Manager: Experience with engineering, developing, planning, coordinating and deploying enterprise scale network architecture. In-depth experience with configuring and troubleshoot Cisco switches and routers, VPN servers and access list, cryptographic and crypto devices (e.g. KG175, KIV7 s) and circuits, and pair gain modems. Thorough knowledge of point-topoint Communication circuits, packet switching, NIPR/SIPR topology. Experience with engineering technical solutions to meet network requirement supporting wide geographically dispersed locations. Information Assurance Specialist:

24 Extensive networking experience in an enterprise wide environment with information assurance suite of technology such as routers, firewalls, IDS. Specifically, 1) Symantec Enterprise Firewalls; 2) Manhunt IDS; 3) Cisco IDS; 4) Anti-Virus and Enterprise Security Manager experience; 5) Any CISCO, CISSP, GIAC certifications; 6) Previous SOC experience. Network Engineer: Overall technical knowledge and experience with enterprise wide IT network and systems architecture. Extensive knowledge and/or certifications in professional networking discipline to engineer, plan, coordinate, and lead in the development and execution of enterprise wide IT programs and projects in accordance with accepted industry and government standards and practices. Experience in program/project management of major IT implementations. Senior Technical Engineer: Configure and troubleshoot Cisco switches and routers, ForeATM switches, VPN servers and access list, cryptographic and crypto devices (e.g. KG175, KIV7 s) and circuits, and pair gain modems. Perform hardware troubleshooting and replacement faulty parts on all IT equipment. Build, configure, troubleshoot WINDOWS NT, 2000, and 2003 servers WIN NT, 2000, and XP OS s, including DNS, DHCP, WINS, print, and files services. Software knowledgeable to be able to install and utilize server services with user manager, exchange server, server manger, and administer the above services, support database application- Oracle, SQL, and install Linux OS and troubleshoot and configure. (8) Special Technical Representative (TR) Accreditation Requirements for FSE s in Italy: The FSE must meet the technical requirements of the contract Attachment A (SOW), Attachment B (Key/Non Key Personnel Qualification requirements) and this Technical Direction Letter. The minimum education/work experience requirements for a TR in Italy are an associates degree and 4 years experience. Experience can be substituted for education on a 2 years experience to 1 year education, thus 8 years of specialized experience with no associate s degree. The DoD Contractor Personnel Office (DOCPER) will process TR accreditations. (9) Specific deliverable & schedule requirements for completion: In accordance with para C.2, the following deliverables shall be provided: Item Description Due Date A002 Sub-Contractor s Progress, Status and Mgmt Report Monthly A003 Metrics Data (Access Database Trouble Rpt) As Required A004 Contractor Engineering and Technical Services Rpt As Required A005 Technical Assistance Activity Accomplishment Rpt As Required A006 Technical Report As Required (10) Security requirements: Minimum of a Secret Clearance in all locations with the exception of Naples Italy which requires Top Secret.

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