10-K

 
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                                   FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended February 28, 1995          Commission File No. 1-12248
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                         ICF KAISER INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

              Delaware                                       54-1437073
              --------                                       ----------
  (State or other jurisdiction of                            (I.R.S. Employer
   incorporation or organization)                            Identification No.)

   9300 Lee Highway, Fairfax, Virginia                       22031-1207
   -----------------------------------                       ----------
  (Address of principal executive offices)                   (Zip Code)

      Registrant's telephone number, including area code:  (703) 934-3600

          Securities registered pursuant to Section 12(b) of the Act:
                    Common Stock, par value $0.01 per share
                        Preferred Stock Purchase Rights

       Securities registered pursuant to Section 12(g) of the Act:  None


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

          Yes      X          No
             -----------        -----------

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]

     The aggregate market value of Common Stock held by non-affiliates of the
registrant was $73.3 million based on the New York Stock Exchange closing price
of such stock ($4.375) on May 3, 1995.

     On May 3, 1995, there were 20,980,960 shares of Common Stock outstanding.

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                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the ICF Kaiser International, Inc. Proxy Statement for the 1995
Annual Meeting of Shareholders are incorporated by reference in Part III hereof.
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                                     PART 1

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                              Item 1.   Business
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     ICF Kaiser International, Inc., through ICF Kaiser Engineers, Inc. and its
other operating subsidiaries, is one of the nation's largest engineering,
construction, and consulting services companies, providing fully integrated
engineering, construction and consulting services to public- and private-sector
clients in the related markets of environment, infrastructure, and industry. The
"Company" or "ICF Kaiser" in this report may refer to ICF Kaiser International,
Inc. and/or any of its wholly owned operating subsidiaries.  For its most recent
fiscal year ended February 28, 1995 (fiscal 1995), ICF Kaiser reported gross and
service revenue of $862 million and $460 million, respectively. Service revenue
is derived by deducting the costs of subcontracted services and direct project
costs from gross revenue and adding the Company's share of income (loss) of
joint ventures and affiliated companies.  The Company estimates that of its
fiscal 1995 $460 million service revenue, approximately 58% was attributable to
environmental services and another 23% to related management & operations
services, 10% to infrastructure-related work, 6% to industrial work, and 3% to
other consulting services.

     During the three years ended February 28, 1995, the Company operated
predominantly in one industry segment, in which it provided engineering,
construction, consulting, and other professional services.



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                                              Fiscal Year Ended

                              February 28, 1995      February 28, 1994     February 28, 1993 
                                                      (in thousands)                       
                                                                               
Gross revenue..............   $  861,518             $  651,657            $  678,882      
Service revenue............   $  459,786             $  382,708            $  391,528 
Operating income (loss)....   $   13,688             $   (5,230)           $   22,744 
Assets.....................   $  281,422             $  281,198            $  293,076 
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     As of February 28, 1995, the Company's contract backlog totaled
approximately $1.4 billion compared to $1.6 billion as of February 28, 1994.
Most of the Company's backlog relates to public-sector environmental projects
that span from one to five years.  Approximately 44% of the $1.4 billion backlog
is expected to be worked off during the current fiscal year.  See "Backlog"
section on page 9 of this Report.

     In April 1995, Kaiser-Hill Company, LLC (Kaiser-Hill), a limited liability
company owned equally by the Company and CH2M Hill Companies, Ltd., was awarded
the $3.5 billion Performance Based Integrating Management contract at the U.S.
Department of Energy's (DOE) Rocky Flats Environmental Technology Site near
Denver, Colorado.  This contract represents an additional approximately $460
million in backlog which will be worked off from the contract start date (July
1, 1995) to the end of fiscal 1996 (February 28, 1996).  Depending on
performance, the Company can earn between approximately $1.5 and $9.0 million in
pretax profit from this contract during fiscal 1996.

     The Company's headquarters is located at 9300 Lee Highway, Fairfax,
Virginia 22031-1207, and its telephone number is (703) 934-3600.  The Company's
regional headquarters are located at 1800 Harrison St., Oakland, California
94612-3430, (510) 419-6000 and at Four Gateway Center, Pittsburgh, Pennsylvania
15222-1207, (412) 497-2000.  Other major offices include Tempe, Arizona;
Livermore, Oakland, Rancho Cordova, San Francisco, San Rafael, and Universal
City, California; Colorado Springs, Denver, and Lakewood, Colorado; Cheshire,
Connecticut; Washington, DC; Homestead, Jacksonville, Miami, and Tampa, Florida;
Atlanta, Georgia; Chicago, Illinois; Gary, Indiana; Ruston, Louisiana; Abingdon
and Baltimore, Maryland; Boston, Massachusetts; Ely and Las Vegas, Nevada;
Woodbridge, New Jersey; New York, New York; Albuquerque and Los Alamos, New
Mexico; Raleigh, North Carolina; Cincinnati, Ohio; Houston, Texas; Port Orchard,
Richland,

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ICF Kaiser International, Inc. Annual Report on                           Page 2
Form 10-K for Fiscal Year 1995
                                                                        

 
and Seattle, Washington.  The Company's major international offices are located
in Perth, Australia; London, England; Paris, France; Mexico City, Mexico;
Lisbon, Portugal; Moscow, Russia; and Taipei, Taiwan.  As of May 1, 1995, ICF
Kaiser employed approximately 5,700 persons.

Strategic Considerations

     The following points are important to understanding the Company's business
and strategy:

     Full Front-end Capability. The Company's front-end skills include policy
analysis and consulting; scientific analysis and health/risk assessments;
facility siting and environmental assessments; remedial investigations and
feasibility studies; and engineering design.  By possessing these skills, the
Company's involvement at the outset of any project places it in a position to
participate in any follow-on engineering and construction work.

     High Value-added Services. The Company adds high value within those markets
that relate to environmental services through specialized environmental
knowledge that (i) helps clients understand environmental threats and
opportunities and alternative ways in which each can be managed; (ii) allows
creation of customized solutions for the clients' environmental problems; and
(iii) combines problem identification, solution, and implementation.

     Access to Technology. The Company has access to new technologies that play
a critical role in both the cleanup of existing waste sites and in the reduction
of waste generated by ongoing and new production processes. These key
technologies relate to reducing and monitoring emissions, bioremediation, and
industrial process technologies that can help minimize waste, reduce costs, and
improve the quality of a finished product. To assist clients better and to
increase its overall participation in clients' projects, the Company continues
to expand its access to leading environmental and process technologies through
various methods, including licensing and joint ventures.

     Strategic Relationships.  The Company has established business
relationships through joint ventures, marketing agreements, and direct equity
investments that extend its presence and reduce its business development risks.
These relationships are particularly important in the management of the
Company's international operations, and they help reduce the cost and risks
associated with the Company's entering new geographic regions.

Federal Programs

     U.S. Department of Energy.  An important DOE mission has changed over the
years--from nuclear weapons production to environmental cleanup of former
nuclear weapons production sites.  To help accomplish DOE's cleanup goals
pursuant to this new mission, the Company actively supports DOE at 10 of its 18
major weapons facilities, including  the Argonne National Laboratory, the
Brookhaven National Laboratory, the Idaho National Engineering Laboratory,
Lawrence Livermore National Laboratory, the Los Alamos National Laboratory, the
Mound Plant Site, the Sandia National Laboratories, the Rocky Flats
Environmental Technology Site, and the Hanford, Washington, Site (the last Sites
are described in more detail below).  The services provided by the Company
include (i) conducting comprehensive assessments related to environment, safety,
and health; (ii) quality assurance; (iii) security and safeguards; and (iv)
assessing, managing, and remediating existing hazardous and solid wastes,
radioactive materials, highly volatile chemical compounds, unidentified mixed
wastes, and exploded/unexploded munitions.

     During fiscal 1995, the Company, together with Colorado-based CH2M Hill
Companies, Ltd., created Kaiser-Hill Company, LLC (Kaiser-Hill) which
successfully pursued, and in April 1995 won, DOE's $3.5 billion Performance
Based Integrating Management contract at the DOE's Rocky Flats Environmental
Technology Site near Golden, Colorado.  Rocky Flats is a former DOE nuclear
weapons production facility.  Under the five-year contract, Kaiser-Hill (in
which the Company has a 50% interest) will oversee plutonium stabilization and
storage, environmental restoration, waste management, decontamination and
decommissioning, site safety and security, and construction activities of
subcontract companies.  Principal subcontractors on the Kaiser-Hill team include
BNFL, Inc., Babcock & Wilcox Co., Morrison Knudsen Corp., Westinghouse Electric

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Corporation, DynCorp, Wackenhut Services Incorporated, and Quanterra
Environmental Services.  On May 1, 1995, the Kaiser-Hill team began a transition
onto the Site under a relatively small, separate contract, and the team is
scheduled to assume management and operating responsibilities from the existing
contractor on July 1, 1995.

     Under the performance-based contract signed by Kaiser-Hill, the concept
which was developed in the DOE's 1994 Contract Reform Initiative, 85% of Kaiser-
Hill's fees will be based on performance, while only 15% are fixed.  Kaiser-
Hill's contract commits it to dealing with urgent risks first, and measurable
results in the following "urgent risk" areas will help determine its incentive
fee:  stabilize plutonium and plutonium residues by 1998; consolidate plutonium
in a single building by 2000; and by 1998, clean up and remove all high-risk
"hot spot" contamination.  Kaiser-Hill also has committed to substantial short-
term achievements in cleanup and weapons materials management, and, over the
next two years, is expected to ship highly enriched uranium off-site, release
4,100 acres of land to the public, and remediate five hazardous sites.  Finally,
Kaiser-Hill is expected to reduce the 6,000 employees at the site to 3,500 in
the first 18 months of the contract, and further to 2,000 by the end of the
contract term.

     Since 1987, the Company, through its wholly owned subsidiary ICF Kaiser
Hanford Company, has been assisting DOE clean up its former nuclear weapons
productions site at the Hanford Nuclear Reservation in Richland, Washington.
Under an amendment signed in fiscal 1995, ICF Kaiser Hanford Company will
continue as a management & operating contractor at the site through March 1997.
The Company estimates that the fees it will be eligible to earn under the
extension, which will be based on six-month performance reviews, are expected to
add $20 million in operating income, assuming the subsidiary's solid performance
ratings are maintained.  The underlying DOE contract provides the Company with
the opportunity to earn incentive fees related to technology transfers and
efficiency savings. In connection with an October 1993 contract amendment and in
order to reduce duplication of work and to improve management control and
efficiency of operation, DOE, with the Company's concurrence, assigned
management of substantially all aspects of the contract to Westinghouse Hanford
Company, another management & operating contractor at DOE's Hanford site.  Since
that time, the subsidiary has been, in effect, a subcontractor and partner of
Westinghouse Hanford.  This business relationship has been extended to Rocky
Flats, where Westinghouse is a subcontractor to the Kaiser-Hill team under the
DOE contract described above.

     An example of the Company's other work for DOE is its three-year contract
signed in October 1994 to conduct audits and assessments of a variety of
programs and activities at the Los Alamos National Laboratory, located in New
Mexico.  Under the contract the Company conducts comprehensive assessments
related to environment, safety, and health; the assessments ensure that the
laboratory is in compliance with federal and state regulations, as well as DOE
orders.  The Company also conducts environmental audits of areas ranging from
air quality to waste management and from the packaging and transportation of
hazardous materials to training and certification and safety and health
assessments ranging from aviation safety to fire protection and from facility
maintenance to industrial hygiene.  The Company has been performing this type of
work at Los Alamos since 1989.

     U.S. Department of Defense.  DOD estimates that its environmental expense
will be directed primarily to cleaning up hundreds of military bases with
thousands of contaminated sites.  There is an urgent need to ensure that the
hazardous wastes present at these sites (often located near population centers)
do not pose a threat to the surrounding population, and, in connection with the
closure of many of the bases, there is an economic incentive to make sure that
the environmental restoration enables the sites of the former bases to be
developed commercially by the private sector.

     Under a five-year Environmental Services Program Support contract with the
Baltimore Corps of Engineers signed in October 1994, the Company is supporting
the Army's Installation Restoration Program, Base Closure and Realignment
Program, as well as environmental initiatives.  The Company evaluates the extent
of environmental contamination at Army installations, performs remedial
investigations and feasibility studies, designs cleanup remedies (as required),
and ensures proper permitting and regulatory compliance in the Army
Environmental Center's Region 5 (Delaware, Maryland, West Virginia, Virginia,
and the District of Columbia).  This contract adds to an existing contract that
the Company has been working under since 1989.  Under another five-year contract
signed in fiscal year 1991, the Company is providing environmental

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services at Air Force facilities; hazardous and toxic wastes site investigations
and remediations are being or have been conducted at Andersen AFB, Guam;
Wortsmith AFB, Michigan; Kirtland AFB, New Mexico; Fairchild AFB, Washington;
Pease AFB, New Hampshire; and McClennan AFB, California.

     Examples of other DOD work include evaluating environmental contamination,
performing remedial investigations and feasibility studies, and designing
remedies at Picatinny Arsenal in New Jersey, Cornhusker Army Ammunition Plant in
Nebraska, and Aberdeen Proving Ground in Maryland.  Similar work is being
performed at Fort Dix in New Jersey and the Milan Army Ammunition Plan in
Tennessee where the Company designed a ground-water extraction and treatment
system for the remediation of contaminated ground water.  The treatment facility
extracts contaminated ground water, removes explosives compounds and toxic
metals, and reinjects the ground water into the aquifer.

     Other Federal Government Work.  Under a variety of smaller contracts, the
Company provides the federal government with numerous other services.  Under a
contract with the U.S. Environmental Protection Agency (EPA) awarded in fiscal
1995, the Company will continue to manage the EPA's quality assurance laboratory
in Las Vegas, Nevada, and to provide the laboratory with analytical support.
The Company has operated the laboratory since it won this analytical support
contract in 1989; the laboratory is the only laboratory designated by EPA to
provide quality assurance services to the more than 100 EPA-contracted Superfund
laboratories.  Under the Superfund program, EPA designates sites that have
severe hazardous waste contamination, and oversees the sites' cleanup while
pursuing parties responsible for the contamination.  The Company has provided
analytical support to this program since 1987, when it won an Environmental
Service Assistance Teams (ESAT) contract to manage and support analytical
chemistry laboratory work for the EPA's Superfund, RCRA, and other programs.
See the "Environmental Regulation" section on page 9 of this Report.

Engineering & Construction

     Environmental Consulting and Engineering Services.  Demand for the
Company's non-federal environmental consulting and engineering services is
driven by a number of factors: the need to improve the quality of the
environment; environmental regulation and enforcement; and increased liability
associated with pollution-related injury and damage. Significant environmental
laws have been enacted in response to public concern over the environment, and
these laws and the implementing regulations affect nearly every industrial
activity.  Increasingly strict federal, state, and local government regulation
has forced private industry and state and local agencies to clean up
contaminated sites, to bring production facilities into compliance with current
environmental regulations, and to minimize waste generation on an ongoing basis.
Although growth in this private-sector market is being hampered by uncertainty
over continuing federal regulations, such as Superfund and the Clean Water Act,
the Company generates new business by increasing the types of services it sells
to existing clients, by targeting new markets for the Company's full-service
capabilities, and by expanding the types of services the Company offers.

     In fiscal 1995 the Company signed a two-year contract to monitor emissions
at Shell Oil Company's Deer Park, Texas, manufacturing facility located near
Houston, under which the Company is responsible for all aspects of Shell's
equipment leak program.  The Company utilizes a technology it developed in 1991
called the Fugitive Emissions Management System (FUGEMS\\sm\\), a proprietary
emissions monitoring system that identifies and tracks the sources of air
pollutant leaks.   For other clients who also are required to comply with the
requirements of the Clean Air Act Amendments of 1990, the Company has developed
comprehensive computer models that simulate changes in air quality, visibility,
and population exposure which are used to examine air-quality problems.  The
Company also assists other Clean Air Act clients by quantifying plant emissions,
developing strategies for complying with permit requirements, evaluating and
installing advanced control technologies, and redesigning production processes
to reduce pollutant emissions.

     The Company's environmental services have progressed beyond study and
analysis to remediation. Following on its established market position in the
consulting and front-end analysis phase of environmental services, the Company
now offers alternative remediation approaches that may involve providing on-site
waste containment, on-site treatment, management of on-site/off-site
remediation, or waste removal. The Company also designs new processes (and
redesigns ongoing production processes) to minimize or eliminate the generation
of hazardous waste.  Currently the Company provides environmental investigation,
risk assessment,

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Form 10-K for Fiscal Year 1995
                                                                          

 
community relations services, and feasibility studies to a leading industrial
corporation to investigate and remediate chrome processing ore residues in New
Jersey.  The Company also has been awarded significant contracts by a Fortune
200 chemical manufacturer for environmental assessment and remediation work at
sites located in West Virginia and Massachusetts.  Internationally, the Company
designed and is installing the ground-water and soil remediation system at a
former pigment manufacturing facility in a suburb of Paris; the system includes
in-situ air stripping in two NOVAC(TM) wells to remediate ground water
contaminated with tetrachloroethylene.  The Company expects that application of
this technology will have broad market appeal in France.  See "Potential
Environmental Liability" section on page 11 of this Report.

     Industry Services.  ICF Kaiser's engineering design, project management,
and construction services to the industrial market historically have involved
work with the steel, aluminum, alumina, copper, tin, and other metals
industries. In the coke, coal, and coal chemicals area, ICF Kaiser's services
have included inspection of coke plants for environmental compliance, facility
design and construction, and equipment sales and services. The Company has
provided services related to coal cleaning, handling, and environmental
controls. ICF Kaiser also designed, built, and now operates and jointly owns a
pulverized coal injection facility under a multiyear tolling agreement.

     In fiscal 1995 the Company's industrial operations suffered because of the
low demand for metals and mining industries products over the past few years.
The demand cycle for these products, in the Company's opinion, bottomed out in
the last year and one-half and is now on the upswing.  In October 1994 the
Company was awarded a contract to perform construction management services for
the development of the Magma Nevada Mining Company's planned $300 million copper
concentrator plant in Ely, Nevada.  The Company completed detail design and
equipment procurement for the plant under a contract signed in September 1992.
After recently expanding its relationship with a number of U.S. steel
manufacturers to upgrade and improve the efficiency of existing capacity, the
Company believes that its faith in the improving economic condition of the
industry market is justified.

     The international industry market is providing better opportunities for the
Company's services.   In November 1994 the Company announced that it had been
awarded a four-and-one-half year contract to provide design, equipment and
materials, and limited site services for a PHOSAM ammonia recovery plant located
at Baoshan Iron and Steel Corporation in Shanghai, the People's Republic of
China.  The PHOSAM process removes ammonia from coke oven gas and provides a
high-purity ammonia product; major users of ammonia include the plastics
manufacturing, fertilizer, and refrigeration industries.  The Company's largest
industrial project will be a hot strip mini-mill to be completed for Nova Hut,
a.s., in the Ostrava region of the Czech Republic.  In October 1994 the Company
began providing preliminary engineering services and arranging the financing for
the mini-mill that has an estimated total capital cost of $250 million.   Once
financing is obtained, the Company will provide project management, process
design, and construction management services during the next phase of the
project.  The mini-mill is designed to satisfy the domestic demand for hot strip
steel products in the Czech Republic.

     Infrastructure Services.   The Company also is helping rebuild the global
infrastructure of roads, highways, transit systems, harbors, airports,
facilities, and buildings.  Budget constraints at the federal, state, and local
government levels have hindered infrastructure market growth, but the Company
remains active in major U.S. metropolitan areas.  In Chicago, the Company (as
part of a joint venture) serves as program manager of the design of the Central
Area Circulator, a light rail transit system planned for downtown Chicago; the
Company has worked in Chicago infrastructure programs since 1981.  In
Pittsburgh, the location of a regional headquarters of the Company, the Company
has provided services to the busway that links downtown Pittsburgh to the
Pittsburgh International Airport and has performed construction management
services for various Port Authority of Allegheny County light rail projects.  In
San Francisco, the Company is preparing the conceptual design of and a draft
environmental impact statement for a commuter rail line extension.  In Atlanta,
the Company (as part of a joint venture) is continuing its general engineering
consulting services to the Metropolitan Atlanta Rapid Transit Authority (MARTA).
The joint venture has served as the general engineering consultant to MARTA
since 1976, and under a contract extension signed in 1994, the joint venture
will focus on extending the system to a northern suburb.  In Miami, the Company
is the leading contractor for Miami's Intermodal Transit Center, a project that
will tie together air, rail, and highway systems in South Florida.

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     The major ports of many of the world's cities have serious water pollution
problems, and ICF Kaiser is part of several cities' efforts to improve the
condition of their harbors and waterways. The Company continues as the
construction manager of the cleanup of Boston Harbor, one of the largest
environmental projects in the country.  Since the inception of the project in
1988, the Company has served as its construction manager, and currently manages
more than 2,200 construction workers, engineers, architects, and support
personnel working to construct the second largest wastewater treatment plant in
the United States on Deer Island in Boston Harbor.  The Company believes that
after its successful years as construction manager, it is in an excellent
position to win the next three-year phase of this infrastructure project.

     Another developing area for the Company in the infrastructure market
involves facilities engineering, architectural, and construction services.  This
work includes such structures as retail centers, federal courthouses, wastewater
treatment plants, and maximum-security prisons.  Early in 1995, the Company
announced that it would be providing design services for a new prison in
Corcoran, California, that will be the largest prison in the state and one of
the largest prisons in the U.S.

     Internationally, the Company's large-scale construction infrastructure
skills are at work in Portugal where the Company (as part of a joint venture) in
1994 was awarded a project and construction management services contract for the
modification and reconstruction of the main rail link between the cities of
Lisbon and Oporto.  Those skills also are at work in Taiwan where the Company
(as part of a joint venture) is helping the city of Taipei design and construct
an $18 billion, 55-mile rapid transit system.

Consulting Group

     The ICF Kaiser Consulting Group draws upon the talents of its multi-
disciplinary professional staff to support customers within four primary lines
of business.

     Environmental consulting services assist customers in developing plans and
policies, evaluating options for managing environmental responsibilities in the
most cost-effective manner, and identifying and employing the best available
technologies and practices.  Life-cycle management strategies are emphasized.
The Group has special expertise in such areas as industrial and municipal waste
management, air pollution control, chemical accident prevention, and ground-
water and drinking water management.

     Global environmental issues are also a particular area of focus within the
Group.  Working with nearly every U.S. and international funding organization
and with numerous private sector organization, the Group has conducted projects
in over thirty countries, and has been actively involved in supporting virtually
every major international environmental treaty completed to date.  The Group has
achieved great success in implementing technology transfer programs through the
creation of effective public-private partnerships.

     Working on global change issues for the EPA since 1982, the Company
announced in November 1994 that it had been awarded a three-year contract to
support the EPA's Global Change Division, providing support related to the
reduction of methane and other greenhouse gases.  Also in November 1994, the
Consulting Group announced that it had been awarded a new three-and-one-half
year contract to provide technical and regulatory support to the EPA's Office of
Solid Waste, focusing on human health and ecological risk assessment and waste
characterization.

     In-career education and training programs range in subject matter from
highly technical areas to broader, skill-based and management-oriented training.
The Group's expertise in the development and delivery of workplace training,
combined with expert knowledge in a wide variety of technologies and
programmatic areas, enables it to provide high impact training that is
specifically tailored to the needs of each customer organization.  Environmental
management programs cover regulation, technology, information reporting,
emergency response, and pollution prevention.

     Information management programs assist clients in developing decision
support systems which facilitate the collection and use of information to track
performance, identify opportunities, and improve decision making.  The Group
offers a number a number of sophisticated simulation models and proprietary
applications, such as its electric utility Integrated Planning Model.  By
combining consulting expertise with

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information technology skills, the Group helps its customers deal with the
unique challenges of their business environment.

     Energy and natural resource management services support the development of
corporate and technical plans for managing power resources and energy projects,
provide economic assessments of short- and long-term market conditions for
various fuels, and serve as an expert foundation in litigation and regulatory
proceedings.  The Group assists its customers in identifying market
opportunities, commercializing new technologies, and developing public policy.
Its contributions involve linking an in-depth understanding of the energy
markets with an ongoing involvement with energy technology.

     The ICF Kaiser Consulting Group serves customers in U.S. and international
markets, including both public- and private-sector organizations.  Among its
major customers are U.S. government agencies, such as EPA, DOE, DOD, DOT, HUD,
and others; U.S. private sector organizations, particularly major energy
producers such as utilities and oil companies; and governments and businesses
around the world, as well as various multinational banks, development
organizations, and treaty organizations.

Competition and Contract Award Process

     The markets in which the Company operates are very competitive. The
Company's competitors range from small local firms to large multinational
companies. The Company believes that no single firm or small number of firms
dominates its markets.

     Competition for private-sector work generally is based on several factors,
including quality of work, reputation, price, and marketing approach. The
Company's objective is to establish and maintain a strong competitive position
in its areas of operations by adhering to its basic philosophy of delivering
high-quality work in a timely fashion within its clients' budget constraints.

     Most of the Company's contracts with public-sector clients are awarded
through a competitive bidding process that places no limit on the number or type
of offerors. The process usually begins with a government Request for Proposal
(RFP) that delineates the size and scope of the proposed contract. Proposals are
evaluated by the government on the basis of technical merit (for example,
response to mandatory solicitation provisions, corporate and personnel
qualifications, and experience) and cost. The Company believes that its
experience and ongoing work strengthen its technical qualifications and,
thereby, enhance its ability to compete successfully for future government work.

     In both the private and public sectors, the Company, acting either as a
prime contractor or as a subcontractor, may join with other firms to form a team
that competes for a single contract or submits a single proposal. Because a team
of firms almost always can offer a stronger set of qualifications than any firm
standing alone, these teaming arrangements often are very important to the
success of a particular competition or proposal. The Company maintains a large
network of business relationships with other companies and has drawn repeatedly
upon these relationships to form winning teams.

     The Company's subsidiaries operate under a number of different types of
contract structures with its private- and public-sector clients, the most common
of which are Cost Plus and Fixed Price. Under Cost Plus contracts, the Company's
costs are reimbursed with a fee (either fixed or percentage of cost) and/or an
incentive or award fee offered to provide inducement for effective project
management. A variation of Cost Plus contracts are time and materials contracts
under which the Company is paid at a specified fixed hourly rate for direct
labor hours worked. Under Fixed Price contracts, the Company is paid a
predetermined amount for all services provided as detailed in the design and
performance specifications agreed to at the project's inception.

Customers

     The Company's clients include: DOD, DOE, and EPA; major corporations in the
energy, transportation, chemical, steel, aluminum, mining, and manufacturing
industries; utilities; and a variety of state and local government agencies
throughout the United States. A substantial portion of the Company's work

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is repeat business from existing clients. In many cases, the Company has worked
for the same client for many years, providing different services at different
times. DOE accounted for approximately 60% of the Company's consolidated gross
revenue during fiscal 1995; DOD, EPA, and other federal agencies collectively
accounted for another approximately 13%. The federal government accounted for
approximately 73% of the Company's consolidated gross revenue in fiscal year
1995, 65% in fiscal year 1994, and 47% in fiscal year 1993.

     The Company's international clients include both private firms and foreign
government agencies in such countries as Australia, France, Portugal, and
Taiwan. In fiscal year 1995, foreign operations accounted for approximately 6.3%
of the Company's consolidated gross revenue. For information concerning gross
revenue, operating income, and identifiable assets of the Company's business by
geographic area, see Note O to the Consolidated Financial Statements.

Backlog

     Backlog refers to the aggregate amount of gross contract revenue remaining
to be earned pursuant to signed contracts extending beyond one year. At February
28, 1995, the Company's contract backlog was approximately $1.4 billion in gross
revenue, down from approximately $1.6 billion in gross revenue at February 28,
1994. The Company expects that approximately 44% of the backlog at February 28,
1995, will be worked off during fiscal year 1996. Because of the nature of its
contracts, the Company is unable to calculate the amount or timing of service
revenue that might be earned pursuant to these contracts. The Company believes
that backlog is not a predictor of future gross or service revenue.

     As discussed above, in April 1995 Kaiser-Hill was awarded the $3.5 billion
Performance Based Integrating Management contract at the DOE Rocky Flats Site.
This contract represents an additional approximately $460 million in backlog
which will be worked off from the contract start date (July 1, 1995) to the end
of fiscal 1996 (February 28, 1996).

     Differences in contracting practices between the public and private sectors
result in ICF Kaiser's backlog being weighted heavily toward contracts
associated with agencies of the federal government. Backlog under contracts with
agencies of the federal government that extend beyond the government's current
fiscal year includes the full contract amount, including in many cases amounts
anticipated to be earned in option periods and certain performance fees, even
though annual funding of the amounts under such contracts generally must be
appropriated by Congress before the agency may expend funds during any year
under such contracts. In addition, the agency must allocate the appropriated
funds to these specific contracts and thereafter authorize work or task orders
to be performed under these specific contracts. Such authorizations are
generally for periods considerably shorter than the duration of the work the
Company expects to perform under a particular contract and generally cover only
a percentage of the contract revenue. Because of these factors, the amount of
federal government contract backlog for which funds have been appropriated and
allocated, and task orders issued, at any given date is a substantially smaller
amount than the total federal government contract backlog as of that date. In
the event that option periods under any given contract are not exercised or
funds are not appropriated, allocated, or authorized to be spent under any given
contract, the amount of backlog attributable to that contract would not result
in revenue to the Company. All contracts and subcontracts with agencies of the
federal government are subject to termination, reduction, or modification at any
time at the discretion of the government agency.

Environmental Regulation

     Significant environmental laws have been enacted in response to public
concern over the environment. These laws and the implementing regulations affect
nearly every industrial activity. Efforts to comply with the requirements of
these laws have increased demand for the Company's services. The principal
federal legislation having the most significant effect on the Company's business
includes the following:

     The Comprehensive Environmental Response, Compensation and Liability Act.
CERCLA, as amended by the Superfund Amendments and Reauthorization Act,
established the Superfund program to clean up hazardous waste sites and provides
for penalties and punitive damages for noncompliance with EPA orders. Superfund
may impose strict liability (joint and several as well as individual) on certain
hazardous substance

================================================================================
ICF Kaiser International, Inc. Annual Report on                           Page 9
Form 10-K for Fiscal Year 1995
                                                                          

 
waste owners, operators, disposal "arrangers," transporters, and disposal
facility owners and operators (Potentially Responsible Parties or PRPs) for the
costs of removal or remedial action; for other necessary response costs and
damages for injury, destruction, or loss of natural resources; and for the cost
of any health effects study. Under certain circumstances federal funds may be
used to pay for the cleanup.

     The Resource Conservation and Recovery Act (RCRA).  RCRA, as amended by the
Hazardous and Solid Waste Amendments of 1984 (HSWA), provides a comprehensive
scheme for the regulation of hazardous waste from the time of generation to its
ultimate disposal (and sometimes thereafter), as well as the regulation of
persons engaged in the treatment, storage, and disposal of hazardous waste. The
RCRA scheme includes both a permitting and a manifest tracking system and
detailed regulations on the handling, treatment, transportation, storage, and
disposal of hazardous waste. Regulations have been issued pursuant to RCRA in
the following areas (among others) of importance to the Company: permitting
remediation of releases associated with underground storage tanks; municipal
solid waste disposal; waste minimization; treatment; transportation; and
disposal of hazardous waste. HSWA has increased (to an estimated 100,000) the
number of hazardous waste generators subject to RCRA. HSWA also imposes land
disposal restrictions/bans on certain listed and characteristic hazardous wastes
that do not meet specified treatment standards.

     The Clean Air Act.  Under the Clean Air Act of 1970, as amended, EPA is
empowered to establish and enforce National Ambient Air Quality Standards and
limits on the emissions of various pollutants from specific types of facilities.
The Clean Air Act Amendments of 1990 require certain sources emitting an air
pollutant regulated under the Clean Air Act to obtain an operating permit, which
includes enforceable emissions limitations and compliance schedules. The  Clean
Air Act also addresses substantial expanded regulation of vehicle emissions,
hazardous air pollutant emissions, stratospheric ozone protection, acid rain
minimization (through the use of limitations on sulfur dioxide and nitrogen
oxide emissions) and related enforcement issues.  The use of "marketable
allowances" to establish limits on total emissions while maintaining maximum
market flexibility reflects a shift in environmental policy from command and
control management to a more flexible approach.

     The Safe Drinking Water Act.  Under the Safe Drinking Water Act and its
subsequent reauthorizations, EPA is empowered to set drinking water standards
for community water supply systems in the United States. The Act requires that
EPA set maximum ground-water contamination levels for specified, and previously
unregulated, toxic substances and also requires EPA to establish a priority list
every three years of contaminants that may cause adverse health effects and may
require regulation.  Water supply systems are required to begin monitoring
within defined time limits following the publication of the final regulations.
The Act also requires that EPA set criteria specifying when utilities using
surface water supplies should filter their water and issue national primary
drinking water regulations requiring all utilities to disinfect their water.

     The Clean Water Act.  The Clean Water Act established a system of
standards, permits, and enforcement procedures for the discharge of pollutants
to surface water from industrial, municipal, and other wastewater sources. EPA
sets discharge standards for certain industrial and municipal wastewater
discharges and provides for federal grants to assist municipalities in complying
with treatment requirements. Key areas for which regulations recently have been
issued or are proposed include industrial wastewater pretreatment, surface water
toxics control, wastewater sludge disposal, and stormwater discharges. In cases
of noncompliance, EPA may assess administrative penalties and may sue for court-
ordered compliance and penalties. Under the Ocean Dumping Ban Act of 1988,
regulatory revisions to the Clean Water Act were made to eliminate ocean dumping
of sludge.

     The Toxic Substance Control Act (TSCA).  TSCA, enacted in 1976, establishes
requirements for identifying and controlling toxic chemical hazards to human
health and the environment. EPA has identified more than 60,000 chemical
substances (out of more than five million known chemical compounds) that were
manufactured or processed for commercial use in the United States in 1985. In
addition, more than 1,000 new chemicals are introduced each year. TSCA
authorizes EPA, in certain circumstances, to require testing of existing and new
chemicals used in commerce to determine their human health and environmental
effects. TSCA also gives EPA authority to prohibit or limit certain activities
associated with producing, distributing, and using a chemical that is found to
pose an unreasonable risk of injury to human health or the environment.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 10
Form 10-K for Fiscal Year 1995
                                                                         

 
     The Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA).  FIFRA
focuses on the health-based risk of pesticides and requires the registration of
all pesticides, with a heavy emphasis on scientific data and risk assessment.
Under FIFRA, EPA establishes regulations that can include labeling restrictions,
use restrictions, or an outright ban of the pesticide following a risk/benefit
analysis.  The 1972 amendments substantially increased the scope of the Act to
include biotechnology and to expand the authority of EPA.

Potential Environmental Liability

     The assessment, analysis, remediation, handling, management, and disposal
of hazardous substances necessarily involve significant risks, including the
possibility of damages or personal injuries caused by the escape of hazardous
materials into the environment, and the possibility of fines, penalties or other
regulatory action. These risks include potentially large civil and criminal
liabilities for violations of environmental laws and regulations, and
liabilities to customers and to third parties for damages arising from
performing services for clients.

     Potential Liabilities Arising Out of Environmental Laws and Regulations

     All facets of the Company's business are conducted in the context of a
rapidly developing and changing statutory and regulatory framework. The
Company's operations and services are affected by and subject to regulation by a
number of federal agencies, including EPA and the Occupational Safety and Health
Administration, as well as applicable state and local regulatory agencies.

     As discussed above, CERCLA addresses cleanup of sites at which there has
been a release or threatened release of hazardous substances into the
environment. Increasingly, there are efforts to expand the reach of CERCLA to
make environmental contractors responsible for cleanup costs by claiming that
environmental contractors are owners or operators of hazardous waste facilities
or that they arranged for treatment, transportation, or disposal of hazardous
substances. Several recent court decisions have accepted these claims. Should
the Company be held responsible under CERCLA for damages caused while performing
services or otherwise, it may be forced to bear such liability by itself,
notwithstanding the potential availability of contribution or indemnity from
other parties.

     RCRA, also discussed above, governs hazardous waste generation, treatment,
transportation, storage, and disposal. RCRA, or EPA-approved state programs at
least as stringent, govern waste handling activities involving wastes classified
as "hazardous." Substantial fees and penalties may be imposed under RCRA and
similar state statutes for any violation of such statutes and the regulations
thereunder.

     Potential Liabilities Involving Clients and Third Parties

     In performing services for its clients, the Company could potentially be
liable for breach of contract, personal injury, property damage, and negligence
(including improper or negligent performance or design, failure to meet
specifications, and breaches of express or implied warranties).  The damages
available to a client, should it prevail in its claims, are potentially large
and could include consequential damanges.

     Environmental contractors, in connection with work performed for clients,
potentially face liabilities to third parties from various claims, including
claims for property damage or personal injury stemming from a release of
hazardous substances or otherwise. Claims for damage to third parties could
arise in a number of ways, including through a sudden and accidental release or
discharge of contaminants or pollutants during the performance of services;
through the inability, despite reasonable care, of a remedial plan to contain or
correct an ongoing seepage or release of pollutants; through the inadvertent
exacerbation of an existing contamination problem; or through reliance on
reports or recommendations prepared by the Company. Personal injury claims could
arise contemporaneously with performance of the work or long after completion of
the project as a result of alleged exposure to toxic or hazardous substances. In
addition, increasing numbers of claimants assert that companies performing
environmental remediation should be adjudged strictly liable, i.e., liable for
damages even though its services were performed using reasonable care, on the
grounds that such services involved "abnormally dangerous activities."

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 11
Form 10-K for Fiscal Year 1995
                                                                         

 
     Clients frequently attempt to shift various of the liabilities arising out
of remediation of their own environmental problems to contractors through
contractual indemnities. Such provisions seek to require the Company to assume
liabilities for damage or personal injury to third parties and property and for
environmental fines and penalties.  The Company has endeavored to protect itself
from potential liabilities resulting from pollution or environmental damage by
obtaining indemnification from its private-sector clients and intends to
continue this practice in the future. Under most of these contracts, the Company
has been successful in obtaining such indemnification; however, such
indemnification generally is not available if such liabilities arise as a result
of breaches by the Company of specified standards of care or if the indemnifying
party has insufficient assets to cover the liability.  In fiscal 1995 the
Company formed a new subsidiary, ICF Kaiser Remediation Company, through which
the Company intends to increase its remediation activities performed for public-
and private-sector clients.  The Company will continue its efforts to minimize
the risks and potential liability associated with its remediation activities by
performing all remediation contracts in a professional manner and by carefully
reviewing any and all remediation contracts it signs in an effort to ensure that
its environmental clients accept responsibility for their own environmental
problems.

     For EPA contracts involving field services in connection with Superfund
response actions, the Company is eligible for indemnification under Section 119
of CERCLA, for pollution and environmental damage liability resulting from
release or threatened release of hazardous substances. Some of the Company's
clients (including private clients, DOD, and DOE) are Potentially Responsible
Parties (PRPs) under CERCLA. Under the Company's contracts with these PRPs, the
Company has the right to seek contribution from these PRPs for liability imposed
on the Company in connection with its work at these clients' CERCLA sites and
generally qualifies for the limitations on liabilities under CERCLA Section
119(a).  In addition, in connection with contracts involving field services at
10 of DOE's weapons facilities, including the DOE's Hanford site, the Company is
indemnified under the Price-Anderson Act, as amended, against liability claims
arising out of contractual activities involving a nuclear incident.  Recently,
EPA has constricted significantly the circumstances under which it will
indemnify its contractors against liabilities incurred in connection with CERCLA
projects. There are other proposals both in Congress and at the regulatory
agencies to further restrict indemnification of contractors from third-party
claims.

     As discussed above, Kaiser-Hill (a limited liability company owned equally
by the Company and CH2M Hill Companies, Ltd.) signed a $3.5 billion Performance
Based Integrating Management contract with the DOE.  The terms of that contract
provide that Kaiser-Hill shall not be held responsible for, and DOE shall pay
all costs associated with, any liability (including without limitation, a claim
involving strict or absolute liability and any civil fine or penalty, expense,
or remediation cost, but limited to those of a civil nature), which may be
incurred by, imposed on, or asserted against Kaiser-Hill arising out of any act
or failure to act, condition, or exposure which occurred before Kaiser-Hill
assumed responsibility on July 1, 1995 ("pre-existing conditions").  To the
extent the acts or omissions of Kaiser-Hill constitute willful misconduct, lack
of good faith, or failure to exercise prudent business judgment on the part of
Kaiser-Hill's managerial personnel cause or add to any liability, expense, or
remediation cost resulting from pre-existing conditions, Kaiser-Hill shall be
responsible, but only for the incremental liability, expense, or remediation
caused by Kaiser-Hill.

     The Kaiser-Hill contract further provides that Kaiser-Hill shall be
reimbursed for the reasonable cost of bonds and insurance allocable to the Rocky
Flats contract and for liabilities (and expenses incidental to such liabilities,
including litigation costs) to third parties not compensated by insurance or
otherwise.  The exception to this reimbursement provision applies to liabilities
caused by the willful misconduct or lack of good faith of Kaiser-Hill's
managerial personnel or the failure to exercise prudent business judgment by
Kaiser-Hill's managerial personnel.

     In connection with its services to its environmental, infrastructure, and
industrial clients, the Company works closely with federal and state government
environmental compliance agencies, and occasionally contests the conclusions
those agencies reach regarding the Company's compliance with permits and related
regulations. To date, the Company never has paid a fine in a material amount or
had liability imposed on it for pollution or environmental damage in connection
with its services. However, there can be no assurance that the Company will not
have substantial liability imposed on it for any such damage in the future.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 12
Form 10-K for Fiscal Year 1995
                                                                         

 
Insurance

     Consistent with industry experience and trends, the Company has found it
difficult to obtain pollution insurance coverage, in amounts and on terms that
are economically reasonable, against possible liabilities that may be incurred
in connection with its conduct of its environmental business. An uninsured claim
arising out of the Company's environmental activities, if successful and of
sufficient magnitude, could have a material adverse effect on the Company.

     The Company has a comprehensive risk management and insurance program that
provides a structured approach to protecting the Company. Included in this
program are coverages for general, automobile, and professional liability; for
workers' compensation; and for employers and property liability. The Company
believes that the insurance it maintains, including self-insurance, is in such
amounts and protects against such risks as is customarily maintained by similar
businesses operating in comparable markets. At this time, the Company expects to
continue to be able to obtain general, automobile, and professional liability;
workers' compensation; and employers and property insurance in amounts generally
available to firms in its industry. There can be no assurance that this
situation will continue, and if insurance of these types is not available, it
could have a material adverse effect on the Company.

Regulation of the Company's Business

     The Company is subject to general federal regulation with respect to its
contracting activities with the federal government. For example, the Company has
a substantial number of cost-reimbursement contracts with the U.S. government,
the costs of which are subject to audit by the U.S. government.  As a result of
such audits, the federal government asserts, from time to time, that certain
costs claimed as reimbursable under government contracts either were not
allowable or not allocated in accordance with federal procurement regulations.
Management believes that the potential effect of disallowed costs, if any, for
the periods currently under audit and for periods not yet audited has been
provided for adequately and will not have a material adverse effect on the
Company's financial position, operations, or cashflows.

     The Company may from time to time, either individually or in conjunction
with other government contractors operating in similar types of businesses, be
involved in U.S. government investigations for alleged violations of procurement
or other federal laws and regulations.  The Company currently is the subject of
a number of U.S. government investigations and is cooperating with the
responsible government agencies involved.  No charges presently are known to
have been filed against the Company by these agencies.  Management does not
believe that there will be any material adverse effect on the Company's
financial position, operations, or cashflows as a result of these
investigations.

     Federal agencies that are the Company's regular customers (including DOD,
DOE, and EPA) have formal policies against awarding contracts that would present
actual or potential conflicts of interest with other activities of the
contractor. Because the Company provides a broad range of services in
environmental and related fields for the federal government, state governments,
and private customers, there can be no assurance that government conflict-of-
interest policies will not restrict the Company's ability to pursue business in
the future.

     Because some of the Company's subsidiaries provide the federal government
with nuclear energy and defense-related services, these subsidiaries and a
substantial number of their employees are required to have and maintain security
clearances from the federal government. These subsidiaries and their employees
have been able to obtain these security clearances in the past, and the Company
has no reason to believe that there would be any problems in this area in the
future. However, there can be no assurance that the required security clearances
will be obtained and maintained in the future. Because of its nuclear energy and
defense-related services, the Company is subject to foreign ownership, control,
and influence (FOCI) regulations imposed by the federal government and designed
to prevent the release of classified information to contractors who are under
foreign control or influence.  Under these regulations, FOCI concerns may arise
as a result of a variety of factors, including foreign ownership of substantial
percentages of equity securities or debt, a high percentage of foreign revenue,
and the number of directors and officers who are not U.S. citizens. Subsidiaries
of the Company with facility security clearances or sensitive DOE contracts file
reports with DOD and DOE

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 13
Form 10-K for Fiscal Year 1995
                                                                         

 
with respect to events and changes that affect the potential for FOCI.  The
Company has implemented procedures designed to insulate such subsidiaries from
any FOCI that might affect the Company.  There can be no assurance that such
measures will prevent FOCI policies from affecting the ability of the Company's
subsidiaries to secure and maintain certain types of DOD and DOE contracts.

Employees

     As of May 1, 1995, ICF Kaiser employed approximately 5,700 persons, and the
Company believes that its relations with its employees are good. Approximately
one-half of the employees at the Company's ICF Kaiser Hanford Company subsidiary
are represented by unions, including unions under the Hanford Atomic Metals
Trades Council (HAMTC), National Building and Construction Trades (BCT), and the
Office and Professional Employees International Union (OPEIU).  Collective
bargaining agreements are in place with the HAMTC, the BCT, the OPEIU, NDT/QC
Inspectors, and Escorts/International Guards Units.


================================================================================
                             Item 2.   Properties
================================================================================

     All of the Company's operations are conducted either in leased facilities
or in facilities provided by the federal government or other clients. As of
February 28, 1995, the Company leased an aggregate of approximately one million
square feet of space. The terms of these leases range from month-to-month to 15
years, and some may be renewed for additional periods. Some of the space leased
by the Company has been subleased to other entities under subleases expiring
from 1995 to 2000.

     The Company's headquarters is located at 9300 Lee Highway, Fairfax,
Virginia 22031-1207, and its telephone number is (703) 934-3600.  The Company's
regional headquarters are located at 1800 Harrison Street, Oakland, California
94612-3430, (510) 419-6000 and at Four Gateway Center, Pittsburgh, Pennsylvania
15222-1207, (412) 497-2000.  Other major offices include Tempe, Arizona;
Livermore, Oakland, Rancho Cordova, San Francisco, San Rafael, and Universal
City, California; Colorado Springs, Denver, and Lakewood, Colorado; Cheshire,
Connecticut; Washington, DC; Homestead, Jacksonville, Miami, and Tampa, Florida;
Atlanta, Georgia; Chicago, Illinois; Gary, Indiana; Ruston, Louisiana; Abingdon
and Baltimore, Maryland; Boston, Massachusetts; Ely and Las Vegas, Nevada;
Woodbridge, New Jersey; New York, New York; Albuquerque and Los Alamos, New
Mexico; Raleigh, North Carolina; Cincinnati, Ohio; Houston, Texas; Port Orchard,
Richland, and Seattle, Washington.  The Company's major international offices
are located in Perth, Australia; London, England; Paris, France; Mexico City,
Mexico; Lisbon, Portugal; Moscow, Russia; and Taipei, Taiwan.  As of May 1,
1995, ICF Kaiser employed approximately 5,700 persons.

     Because the Company's operations generally do not require the maintenance
of unique facilities, suitable office space is readily available for lease in
most of the areas served. The Company believes that adequate space to conduct
its operations will be available for the foreseeable future. In 1987, the
Company entered into a 15-year lease agreement for a new headquarters building
in Fairfax, Virginia, containing approximately 200,000 square feet of office
space. In 1988, the Company signed a 15-year lease agreement to occupy
approximately 100,000 square feet of office space in a new building adjacent to
the headquarters building. In connection with the acquisition of ICF Kaiser
Engineers in 1988, ICF Kaiser acquired the lease for ICF Kaiser Engineers'
headquarters building in Oakland, California. The lease provides for
approximately 142,000 square feet of office space and expires in June 2000.


================================================================================
                          Item 3.   Legal Proceedings
================================================================================

     ICF Kaiser International, Inc. is a Delaware corporation incorporated in
1987 under the name American Capital and Research Corporation.  It is the
successor to ICF Incorporated, a nationwide consulting firm organized in 1969.
In 1988, the Company acquired the Kaiser Engineers business which dates from
1914.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 14
Form 10-K for Fiscal Year 1995
                                                                         

 
     The Company and its subsidiaries are involved in a number of lawsuits and
government regulatory proceedings arising in the ordinary course of its business
or arising in connection with the disposition of certain businesses and
investments. The Company believes that any ultimate liability resulting
therefrom will not have a material adverse effect on its financial position,
operations, or cashflows.

     The Company may from time to time, either individually or in conjunction
with other government contractors operating in similar types of businesses, be
involved in U.S. government investigations for alleged violations of procurement
or other federal laws and regulations. The Company currently is the subject of a
number of U.S. government investigations and is cooperating with the responsible
government agencies involved. No charges presently are known to have been filed
against the Company by these agencies.  Management does not believe there will
be any material adverse effect on the Company's financial position, operations,
or cashflows as a result of these investigations.


================================================================================
         Item 4.   Submission of Matters to a Vote of Security Holders
================================================================================

     None


================================================================================
                Item 10.   Executive Officers of the Registrant
================================================================================

     The names of the Company's executive officers and their ages (as of May 3,
1995), principal corporate positions, and business experience are set forth
below.

     George F. Brown, Jr., 48, is President of the Company's Consulting Group.
From 1979 to 1994, Dr. Brown had worked with DRI/McGraw-Hill.  As executive vice
president, a position he held with that company since 1985, Dr. Brown had
general management responsibilities for strategy and operations worldwide.
Before that, he served as group vice president, Government and Health Markets,
with overall responsibility for sales, consulting, and products for government
and healthcare industry clients.  Dr. Brown graduated from Carnegie-Mellon
University (B.S., M.S., Ph. D.).

     James O. Edwards, 51, has been Chairman of the Board and Chief Executive
Officer of ICF Kaiser International, Inc. since 1987. He also was President of
ICF Kaiser International, Inc. from 1987 to 1990.  In 1974, he joined ICF
Incorporated, the predecessor of ICF Kaiser International, Inc. and was its
Chairman and Chief Executive Officer from 1986 until the 1987 establishment of
ICF Kaiser International, Inc.  Mr. Edwards graduated from Northwestern
University (B.S.I.E.) and Harvard University (M.B.A., High Distinction, George
F. Baker Scholar).

     Kenneth L. Campbell, 38, is a Senior Vice President and the Treasurer of
the Company.  He has held a number of senior management positions with the
Company since 1988.  From May 1993 to his recent appointment as Treasurer, Mr.
Campbell has been responsible for the project finance and acquisition activities
of the Company.  Mr. Campbell first worked for the Company in the early 1980's
in a variety of economic consulting positions, rejoining the Company in 1988 to
assist with the acquisition of ICF Kaiser Engineers.  Mr. Campbell graduated
from Wesleyan University (B.A.) and the University of Pennsylvania, Wharton
Graduate School of Finance (M.B.A.).

     Michael K. Goldman, 43, is an Executive Vice President and the Chief
Administrative Officer of the Company.  He has held senior management positions
in several of the Company's operating subsidiaries since 1980.  Prior to joining
the Company, Mr. Goldman was in the private practice of law.  Mr. Goldman
graduated from Harvard University (B.A., M.B.A. High Distinction, George F.
Baker Scholar) and the University of California at Berkeley (J.D.).

     Stephen W. Kahane, 44, is President of the Company's Environment and Energy
Group.  He has held senior management positions in several of the Company's
operating subsidiaries since 1985.  From 1981 to

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 15
Form 10-K for Fiscal Year 1995
                                                                         

 
1985, Dr. Kahane held a number of management positions at Jacobs Engineering
Group, Inc.; he headed Environmental and Hazardous Waste Programs and was a Vice
President when he left that firm.  Dr. Kahane graduated from the University of
California (B.A., M.S.P.H., D.Env.).

     Douglas W. McMinn, 47, is the President of the Company's International
Operations Group. He has held senior management positions with the Company since
1987. From 1985 to 1987 he was Assistant Secretary for Economic and Business
Affairs, U.S. Department of State. Prior to that time he was Director,
International Economic Affairs, National Security Council (1982-1985) and Deputy
Chief of Mission, Office of the United States Trade Representative, Geneva,
Switzerland (1979-1981). Mr. McMinn graduated from Gustavus Adolphus College
(B.A.), Johns Hopkins University (M.L.A.), and Johns Hopkins University School
of Advanced International Studies (M.A.).

     Richard K. Nason, 53, has been an Executive Vice President and the Chief
Financial Officer of the Company since December 1994; he had been a Senior Vice
President and the Treasurer of the Company since April 1994.  He joined the
Company as Senior Vice President - Internal Audit in June 1993.  From 1991 to
1993, Mr. Nason was Executive Vice President and Chief Financial Officer for The
Artery Organization, Inc., a private real estate development and management
company in Bethesda, Maryland.  From 1988 to 1991, Mr Nason was Senior Vice
President for Finance and Planning for Griffin Homes in California.  Mr. Nason
was Senior Vice President of Marriott Corporation and its subsidiary Host
International, Inc. from 1977 to 1988.  Mr. Nason graduated cum laude from
Washington and Jefferson College (B.A.) and the Wharton Graduate School of
Finance and Commerce, University of Pennsylvania (M.B.A.).  He also attended the
Executive Program at The Darden School, University of Virginia.

     Alvin S. Rapp, 55, has been President and Chief Executive Officer of the
Company's Engineering and Construction Group since November 1993.  Prior to
joining the Company, he was a regional group vice president of Jacobs
Engineering Group, Inc., having joined Jacobs in 1981 as manager of engineering
in that company's Baton Rouge, Louisiana office.  Prior to joining Jacobs, Mr.
Rapp held a variety of management positions with Ciba-Geigy Corporation, U.S.S.
Agri-Chemicals, and E.I. du Pont de Nemours & Company, Inc.  Mr. Rapp graduated
from Christian Brothers College (B.S.E.E.), Memphis, Tennessee.

     Marcy A. Romm, 36, has been Senior Vice President and Director of Human
Resources of the Company since 1993. She has held Human Resources positions at
ICF Kaiser since 1984. Ms. Romm graduated from George Washington University
(B.A., M.B.A.).

     Marc Tipermas, 47, has been Executive Vice President and Director of
Corporate Development for ICF Kaiser International, Inc. since 1993.  He has
held senior management positions in several of ICF Kaiser's operating
subsidiaries since joining the Company in 1981.  From 1977 to 1981, Dr. Tipermas
was employed by the U.S. Environmental Protection Agency where he was the
Director of the Superfund Policy and Program Management Office from 1980 to
1981.  Prior to joining EPA, he was Assistant Professor of Political Science at
the State University of New York at Buffalo from 1975 to 1977.  Dr. Tipermas has
been a director of ICF Kaiser International, Inc. since 1993.  Dr. Tipermas
graduated from the Massachusetts Institute of Technology (S.B.) and Harvard
University (A.M., Ph.D.).

          Paul Weeks, II, 51, has been Senior Vice President, General Counsel,
and Secretary of ICF Kaiser International, Inc. since 1990. He joined ICF
Incorporated in May 1987 as its Vice President, General Counsel, and Secretary.
From 1973 to 1987 he was employed by Communications Satellite Corporation, where
from 1983 to 1987 he was Assistant General Counsel for Corporate Matters. Mr.
Weeks graduated from Princeton University (B.S.E.E.) and The National Law Center
of George Washington University (J.D.).

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 16
Form 10-K for Fiscal Year 1995
                                                                         

 
                                    PART II


================================================================================
Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters
================================================================================

     Since September 14, 1993, the Common Stock has been traded on the New York
Stock Exchange (NYSE) under the symbol "ICF".  Prior to that date, the Common
Stock was traded on the NASDAQ National Market System.  At May 3, 1995, the
Company's record date for its 1995 Annual Meeting of Shareholders, there were
1,277 shareholders of record; the Company believes that there are approximately
7,800 beneficial owners of Common Stock.

     On May 16, 1995, the closing price of the Common Stock as reported by the
NYSE was $4.375.  The following table sets forth, for the periods indicated, the
high and low bid information for the Common Stock as reported on the NASDAQ
National Market System and the high and low sales prices on the NYSE:



================================================================================
                        Common Stock Price
                                                           High          Low  
                                                                     
Fiscal Year Ended February 28, 1994                                           
      First Quarter...............................        $6.875        $ 4.75
      Second Quarter..............................          5.50          3.75
      Third Quarter (September 1 - September 13)..         4.875         4.375
      Third Quarter (September 14 - November 30)..         5.375          4.00
      Fourth Quarter..............................          5.00         3.625
Fiscal Year Ended February 28, 1995                                           
      First Quarter...............................        $3.875        $ 2.25
      Second Quarter..............................         2.625          2.00
      Third Quarter...............................         4.125         2.375
      Fourth Quarter..............................         4.375         2.625 
================================================================================


     The Corporation's Transfer Agent and Registrar is First Chicago Trust
Company of New York, Mail Suite 4692, P.O. Box 2534, Jersey City, NJ 07303-2534.
The Shareholder Relations telephone number is (201) 324-0498.

     The Company has never paid cash dividends on its Common Stock. The Board of
Directors anticipates that no cash dividends will be paid on its Common Stock
for the foreseeable future and that the Company's earnings will be retained for
use in the business.

     The Board of Directors determines the Company's Common Stock dividend
policy based on the Company's results of operations, payment of dividends on
preferred stock, financial condition, capital requirements, and other
circumstances. The Company's debt agreements allow dividends to be paid on its
capital stock provided that the Company complies with certain limitations
imposed by the terms of such agreements. See Note F to the Consolidated
Financial Statements.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 17
Form 10-K for Fiscal Year 1995
                                                                         

 
================================================================================
                       Item 6.   Selected Financial Data
================================================================================

     The selected consolidated financial data set forth below should be read in
conjunction with the Company's Consolidated Financial Statements and notes
thereto included elsewhere herein.

================================================================================
 
 
 
                                         SELECTED CONSOLIDATED FINANCIAL DATA
                                         (in thousands, except per share data)
                                                                              Year ended February 28,
                                                                               ----------------------
                                                             1995       1994/(1)/       1993      1992/(1)(3)/       1991
                                                           --------    ----------     --------   -------------     --------
                                                                                                    
Statement of Operations Data:
Gross revenue..........................................    $861,518      $651,657     $678,882        $710,873     $624,976
Service revenue /(2)/..................................     459,786       382,708      391,528         385,942      363,318
Operating income (loss)................................      13,688        (5,230)      22,744         (43,963)      33,287
Income (loss) before income taxes......................       1,239       (12,877)      14,894         (54,310)      24,018
Net income (loss) before extraordinary item............      (1,661)      (12,528)       8,639         (40,516)      14,291
Net income (loss) /(3)/................................      (1,661)      (18,497)       8,639         (40,516)      14,291
Net income (loss) available for common shareholders....      (3,815)      (25,322)       3,346         (42,932)      13,434

Primary Net Income (Loss) Per Common Share:
 Before extraordinary item and redemption of
  redeemable preferred stock...........................      $(0.18)       $(0.83)       $0.16          $(2.25)       $0.71
 Extraordinary loss on early extinguishment of debt....         ---         (0.29)         ---             ---          ---
 Redemption of redeemable preferred stock..............         ---         (0.09)         ---             ---          ---
                                                             ------        ------        -----          ------        -----
  Total................................................      $(0.18)       $(1.21)       $0.16          $(2.25)       $0.71
                                                             ======        ======        =====          ======        =====
Fully Diluted Net Income (Loss) Per Common Share:
 Before extraordinary item and redemption of
  redeemable preferred stock...........................      $(0.18)       $(0.83)       $0.16          $(2.25)       $0.68
 Extraordinary loss on early extinguishment of debt....         ---         (0.29)         ---             ---          ---
 Redemption of redeemable preferred stock..............         ---         (0.09)         ---             ---          ---
                                                             ------        ------        -----          ------        -----
  Total................................................      $(0.18)       $(1.21)       $0.16          $(2.25)       $0.68
                                                             ======        ======        =====          ======        =====
Weighted average common and common equivalent
   shares outstanding, assuming full dilution..........      20,957        20,886       21,272          19,085       20,308

Balance Sheet Data (end of period):
Total assets...........................................    $281,422      $281,198     $293,076        $318,947     $357,457
Working capital........................................      92,865        90,725       87,845          66,065       74,754
Long-term liabilities..................................     133,303       130,752       75,602          85,675      109,820
Redeemable preferred stock.............................      19,617        20,212       44,824          45,161       26,498
Shareholders' equity...................................      27,624        30,780       58,521          51,151       88,839
 
___________________
(1)  Gross revenue and service revenue for the fiscal year ended February 29, 
     1992, exclude businesses discontinued by the Company in fiscal year 1992; 
     the financial data for fiscal year 1991 includes results for the entire 
     Company. In fiscal year 1994, the Company adopted Statement of Financial 
     Accounting Standards No. 106, Employers' Accounting for Postretirement 
     Benefits Other than Pensions. In fiscal year 1992, the Company adopted 
     Statement of Financial Accounting Standards No. 109, Accounting for 
     Income Taxes.
 
(2)  Service revenue is derived by deducting the costs of subcontracted 
     services and direct project costs from gross revenue and adding the 
     Company's share of the income of joint ventures and affiliated companies.
 
(3)  Fiscal year 1992 reflects an after-tax charge of $52.4 million associated 
     with the disposal and restructuring of certain businesses.
================================================================================


================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 18
Form 10-K for Fiscal Year 1995
                                                                         

 
================================================================================
   Item 7.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations
================================================================================

Overview

  ICF Kaiser is one of the nation's largest engineering, construction, and
consulting services companies, providing fully integrated services to domestic
and foreign clients in the environmental, infrastructure, industrial, and energy
markets, in both the private and public sectors.

  ICF Kaiser had operating income of $13.7 million and a net loss before
extraordinary item of $1.7 million ($0.18 net loss per share) for the year ended
February 28, 1995 (fiscal 1995) compared with an operating loss of $5.2 million
and a $12.5 million net loss before extraordinary item ($0.83 net loss per
share) for the year ended February 28, 1994 (fiscal 1994).  Operating income in
fiscal 1995 was $10.2 million higher than fiscal 1994, exclusive of the unusual
items in fiscal 1994.  The operating income increase in fiscal 1995 reflects
improvements in each of the Company's businesses over fiscal 1994, including an
increase in fees at the Company's operations at the U.S. Department of Energy's
Hanford, Washington, site (Hanford).  These gains were somewhat offset by a high
level of marketing expense associated with proposing and bidding major
contracts, including the Company's successful pursuit through Kaiser-Hill
Company, LLC (Kaiser-Hill) of the Performance Based Integrating Management
contract at the U.S. Department of Energy's Rocky Flats Environmental Technology
Site in Colorado (Rocky Flats), more fully described below.  Gains in operating
income growth were offset by substantially higher nonoperating costs, including
interest expense, due to the fiscal 1994 refinancing, and income tax expense
(see Results of Operations).

  The Company's engineering and construction services had an operating loss for
fiscal 1995 of $6.5 million, which was an improvement over fiscal 1994.  The
operating loss was due primarily to a decline in revenue and to delays in the
commencement of previously awarded projects.  These revenue declines were not
offset fully with cost reductions.

Outlook

  Management believes that it has made significant progress during fiscal 1995
toward positioning the Company for future success by stabilizing operations,
enhancing financial controls, lowering corporate overhead costs, and increasing
market development activities.  Extension of the Hanford contract through March
1997 and the award of the Rocky Flats contract to Kaiser-Hill combine to provide
a stable operating income base upon which the Company can build.  Management
intends to continue its investment in new business development initiatives in
order to maintain and build its backlog.  Among these initiatives are continued
pursuit of major federal environmental cleanup contracts, international and
private-sector expansion of consulting services, and expansion of remediation
capabilities.

  Management also will continue its focus on restoring the Company's engineering
and construction business to profitability through increased marketing efforts
combined with cost reductions, primarily personnel.

  In April 1995, Kaiser-Hill, a limited liability company owned equally by ICF
Kaiser and CH2M Hill Companies, Ltd., was awarded the Rocky Flats contract.  The
five-year contract, valued at $3.5 billion, is expected to generate between $1.5
million and $9.0 million in annual pretax profit to ICF Kaiser.  The fee
structure for this contract will provide for a mixture of base and incentive
fees earned through the achievement of cost reductions, attainment of certain
milestones, and accomplishment of other goals.

Backlog

  The Company's backlog on February 28, 1995, was $1.4 billion, down from $1.6
billion reported as of February 28, 1994.  The Company estimates that the
Kaiser-Hill contract at Rocky Flats represents approximately $3.5 billion in
backlog beginning July 1, 1995.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 19
Form 10-K for Fiscal Year 1995
                                                                         

 
Results of Operations

  The following table summarizes key elements in the Consolidated Statements of
Operations for the years ended February 28, 1995, 1994, and 1993.


                                           1995          1994          1993
--------------------------------------------------------------------------------
                                               (Dollars in millions)
                                                            
 
Gross revenue                            $861.5        $651.7        $678.9
 
Service revenue                          $459.8        $382.7        $391.5
 
Service revenue as a percentage
 of gross revenue                          53.4%         58.7%         57.7%
 
Expenses as a percentage of
 service revenue:
 
   Direct cost of services and overhead    85.5%         84.6%         80.0%
 
   Administrative and general               9.5%         12.0%         11.2%
 
   Depreciation and amortization            2.0%          2.5%          2.7%
 
   Unusual items, net                       -              2.3%         -
 
   Cost of disposal of businesses, net      -              -            0.3%
 
Operating income (loss)                     3.0%          (1.4)%        5.8%

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


  Gross revenue represents services provided to customers with whom the Company
has a primary contractual relationship.  Included in gross revenue are costs of
certain services subcontracted to third parties and other reimbursable direct
project costs, such as materials procured by the Company on behalf of its
customers.

  Service revenue is derived by deducting the costs of subcontracted services
and direct project costs from gross revenue and adding the Company's share of
the income of joint ventures and affiliated companies.  ICF Kaiser believes that
it is appropriate to analyze operating margins and other ratios in relation to
service revenue because such revenue and ratios reflect the work performed
directly by the Company.

  Operating profits generated by the Hanford and Kaiser-Hill contracts are based
on performance and not revenue.  Consequently, a change in revenue between
periods is likely to be disproportionate to the change in operating income.  As
such, changes in revenue may have an exaggerated impact on the Company's margins
as measured on a percentage basis.

Fiscal 1995 Compared to Fiscal 1994

Revenue

  Gross revenue for fiscal 1995 increased 32.2% to $861.5 million, while service
revenue increased 20.1% to $459.8 million, versus fiscal 1994.  These increases
were attributable to the work performed at Hanford ($208.8 million of the gross
revenue increase and $97.4 million of the service revenue increase).  The
Hanford revenue increases were offset partially by a decrease in the Company's
engineering and construction revenue ($14.1 million gross revenue and $10.8
million service revenue).  Service revenue as a percentage of gross revenue
decreased to 53.4% for the year ended February 28, 1995, from 58.7% for fiscal
1994, primarily because under an October 1993 amendment to the Hanford contract,
ICF Kaiser absorbed tasks utilizing a much higher proportion of subcontractors
than Company personnel.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 20
Form 10-K for Fiscal Year 1995
                                                                         

 
Operating Expenses

  The Company's direct cost of services and overhead was relatively flat as a
percentage of service revenue in fiscal 1995 versus fiscal 1994.  Excluding
Hanford, direct cost of services and overhead decreased to 76.2% of service
revenue in fiscal 1995 from 79.2% in fiscal 1994.  Administrative and general
expense decreased $2.1 million.  The decrease in these costs is attributable
primarily to management cost-cutting initiatives.

  A restructuring plan initiated in fiscal 1994 to respond to operating losses
included downsizing the work force, consolidating office space, renegotiating
significant leases, and restructuring certain international operations.
Management expects to complete office space consolidation plans in fiscal 1996.
All other actions have been substantially completed as of February 28, 1995.
Management will continue to focus on cost reduction and containment efforts.

Interest Expense

  ICF Kaiser's interest expense net of interest income (net interest) for the
year ended February 28, 1995, increased $6.3 million from fiscal 1994 due to a
recapitalization that took place in the fourth quarter of fiscal 1994 (also see
Liquidity and Capital Resources).  The increase in net interest was impacted
favorably by $1.3 million in refunds of interest from the Internal Revenue
Service (IRS) recorded in the third quarter of fiscal 1995 associated with the
Company's tax liabilities and those of an acquired company.  The increase in net
interest was offset partially by a reduction in preferred stock dividends.

Income Tax Expense

  ICF Kaiser's income tax provision for fiscal 1995 was $2.9 million, even
though pretax income was $1.2 million.  This is due to several factors including
the repatriation of overseas funds to the United States during fiscal 1995 that
currently could not be offset by foreign tax credits and permanent differences,
such as the nondeductibility of goodwill amortization.  Nondeductible permanent
differences comprise a very high percentage of pretax income.  As such, the
traditional percentage relationship between income tax expense and pretax income
is not meaningful.  It is anticipated that the combination of projected pretax
income levels and the current level of permanent differences will result in the
Company's effective tax rate continuing to be above traditional levels in the
near-term future.

  Because of the reported fiscal 1994 losses, a $3.3 million valuation allowance
was established in fiscal 1994 for deferred tax assets.  In fiscal 1995,
although pretax income increased $14.1 million to $1.2 million (with a
corresponding increase in taxable income), the Company has maintained the
valuation allowance.

  As of February 28, 1995, the Company had deferred tax assets related to net
operating loss carryforwards of $2.2 million, of which $0.4 million expire in
fiscal 2004 and $1.8 million expire in 2009.  Additionally, the Company has $1.1
million of tax credit carryforwards, the majority of which do not expire.
Management believes that the Company's expected levels of pretax earnings, when
adjusted for nondeductible expenses such as goodwill amortization, will generate
sufficient future taxable income to realize the $13.6 million deferred tax asset
within the next five years.

Fiscal 1994 Compared to Fiscal 1993

Revenue

  Gross and service revenue declined 4.0% and 2.2%, respectively, to $651.7
million and $382.7 million in fiscal 1994 primarily due to the successful
completion of two large industrial projects during fiscal 1993 ($81.3 million
and $9.2 million, respectively); a significant decline in other engineering and
construction business ($38.1 million and $21.9 million, respectively); the sale
of a subsidiary under a fiscal 1992-1993 restructuring plan during the third
quarter of fiscal 1993 ($14.4 million and $10.3 million, respectively); a
decline in the Company's energy engineering business ($11.8 million and $9.6
million, respectively); and the

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 21
Form 10-K for Fiscal Year 1995
                                                                         

 
general impact of reduced government spending, loss of business days due to
severe weather in the East and the Los Angeles earthquake, and a sluggish
economy.  The decrease was offset partially by a significant increase in ICF
Kaiser's services provided at Hanford ($120.8 million and $52.4 million,
respectively).  This increase was due primarily to the amendment of ICF Kaiser's
contract with the U.S. Department of Energy, which was effective October 1,
1993.  Service revenue as a percentage of gross revenue increased as the Company
continued its concerted efforts to shift more non-Hanford work from
subcontractors to Company personnel.  Equity in income of joint ventures and
affiliated companies, and consequently service revenue, declined due to the
successful early completion of a natural gas liquefaction project on Australia's
Northwest Shelf ($2.8 million) and the sale of the Company's interest in Acer
Group Limited ($1.6 million), partially offset by $1.1 million of income from
the Company's interest in an entity that owns a coal pulverization facility.

Operating Expenses

  The Company's direct cost of services and overhead increased to 84.6% of
service revenue in fiscal 1994 from 80.0% in fiscal 1993.  The relatively fixed
nature of certain of the Company's indirect costs (e.g., office rent) and the
timing of the implementation of action plans for certain operating units
developed in fiscal 1994 delayed the impact of cost reductions in the fourth
quarter.  ICF Kaiser also increased its commitment to marketing in fiscal 1994,
which contributed to the overall increase in administrative and general expense.

  Depreciation and amortization expense decreased $1.2 million to $9.6 million
for the year ended February 28, 1994, primarily as the result of the write-off
of certain software assets in the third quarter of fiscal 1993.

Interest Expense

  ICF Kaiser's interest expense for the year ended February 28, 1994, decreased
4.8% from fiscal 1993.  The decrease is attributable to both the reduced average
amount of debt outstanding and lower prevailing interest rates.

Income Tax Expense

  ICF Kaiser's effective tax rate decreased to 2.7% in fiscal 1994 from 42% in
fiscal 1993 because the book loss included a high level of nondeductible
expenses, such as goodwill amortization, differences between the book and tax
basis of businesses sold, and losses from controlled foreign corporations.  This
impact was magnified by the unanticipated decline in operating results in the
fourth quarter of fiscal 1994.  A $3.3 million valuation allowance was
established in fiscal 1994 for deferred tax assets.  The valuation allowance was
established due to the extraordinary item and recent operating results.  As of
February 28, 1994, the Company had deferred tax assets related to net operating
loss carryforwards of $4.3 million, of which $0.4 million were scheduled to
expire in fiscal 2004 and $3.9 million in 2009.  The Company also had recorded
$0.9 million of tax credit carryforwards, the majority of which do not expire.

Extraordinary Item

  The Company completed a recapitalization program in the fourth quarter of
fiscal 1994 that resulted in a $6.0 million extraordinary charge (net of $0 tax
benefit) for the early extinguishment of debt and a $1.9 million charge to net
income available for common shareholders to repurchase the Company's Series 2C
Senior Preferred Stock.  These charges reduced earnings per share by $0.38 for a
total loss of $1.21 per share in fiscal 1994 (see Liquidity and Capital
Resources).

Liquidity and Capital Resources

  Cash and cash equivalents increased $2.7 million in fiscal 1995 to $28.2
million, and the Company's working capital and current ratio have improved since
fiscal 1994.  Cash and working capital increased in fiscal 1995 due to an
increased focus on cash management.  Additional reasons for the cash and working
capital improvements include cash from operating activities, the receipt of
proceeds from a fiscal 1994 disposition

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 22
Form 10-K for Fiscal Year 1995
                                                                         

 
($2.6 million), refunds from the IRS ($3.5 million), and the use of the
Company's Credit Facility ($5.0 million).  The improvement was offset partially
by cash payments for the settlement of several outstanding liabilities related
to prior dispositions.

  In fiscal 1995, the U.S. Environmental Protection Agency approved the
Company's revised provisional rates for fiscal years 1991 through 1994,
authorizing the Company to invoice on a variety of cost-plus contracts with U.S.
government agencies for work performed during the approved years.  The Company
expects to collect an additional $2 - $4 million in cash in fiscal 1996 from
these receivables.

  The Company has a $60 million revolving credit facility (the Credit Facility)
provided by a consortium of banks (the Banks).  ICF Kaiser International, Inc.
and certain of its subsidiaries, which are guarantors of the Credit Facility,
granted the Banks a security interest in their accounts receivable and certain
other assets.  The Credit Facility limits the payment of cash dividends,
requires the maintenance of specified financial ratios, and has a $20 million
limitation on cash borrowings.  ICF Kaiser and the Banks entered into an
amendment as of February 28, 1995, that modified financial ratios and other
terms of the Credit Facility.  As of February 28, 1995, there were $5.0 million
in borrowings outstanding under the Credit Facility, in addition to $9.6 million
in letters of credit, and the Company had $30.3 million of available credit
under the Credit Facility.  The Credit Facility contains Eurodollar and
alternate base interest rate alternatives with margins dependent upon the
Company's financial operating results and expires on October 31, 1996.

  The Company completed a recapitalization program in the fourth quarter of
fiscal 1994 by issuing $125,000,000 of the Company's 12% Senior Subordinated
Notes due 2003 and 600,000 warrants, each to purchase one share of the Company's
common stock at $5.00 per share.  The net proceeds were used, in part, to retire
the Company's 13.5% Senior Subordinated Notes due 1999 and associated warrants,
to repurchase preferred stock, and to repay the outstanding balance on the
Company's then-existing revolving credit facility.

  For the past several years, the Company has had ongoing negotiations, filings,
and litigation with the IRS related to settlement of its tax liabilities and the
liabilities associated with acquired companies.  As noted in the Results of
Operations, the cash and income impact has been favorable to the Company.
Further, the Company's previous tax losses and its resultant net operating loss
carryforward position, will limit federal income tax payments required in the
near future.

  Management believes that current projected levels of cash flows and the
availability of financing, including borrowings under the Company's Credit
Facility, will be adequate to fund operations throughout the next 12 months.

Impact of New Accounting Standard

  The Company adopted Statement of Financial Accounting Standards No. 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions (SFAS No.
106), effective March 1, 1993.  The Company's postretirement benefit obligation
extends to only a limited group of retirees (and their spouses) who joined ICF
Kaiser through an acquisition, and whose benefits are limited to a fixed amount
per person.  SFAS No. 106 requires that companies accrue postretirement benefits
over the period benefits are earned.  The Company has elected the prospective
transition method and is amortizing its $14.2 million transition obligation over
14.5 years, the average remaining life expectancy of the retirees and their
spouses.  The Company's ongoing expense under SFAS No. 106 includes the interest
component and the amortization of the transition obligation.

Effects of Inflation

  The majority of the Company's contracts are cost reimbursable and, therefore,
the inflation rate in the United States, as well as in other countries in which
the Company operates, generally has relatively little impact on operating
margins; however, as a professional services company, the Company is more labor-
intensive than an industrial firm.  To attract and maintain the high-caliber
professional staff it needs, the Company must structure its compensation
programs competitively.  The wage-demand effects of inflation, which have been
minimal in the past several years, would be felt almost immediately in the
Company's costs.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 23
Form 10-K for Fiscal Year 1995
                                                                         

 
================================================================================
             Item 8.  Financial Statements and Supplementary Data
================================================================================

  The Financial Statements and Supplementary Data appear on pages F-1 through F-
17 and S-1 hereto.


================================================================================
    Item 9.  Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosures
================================================================================

  None


                                    PART III



================================================================================
         Item 10.   Directors and Executive Officers of the Registrant
================================================================================

  Information regarding the directors of the Registrant is included under the
caption "Election of Directors" in the Company's Proxy Statement for the 1995
Annual Meeting of Shareholders (the "Proxy Statement) and is incorporated herein
by reference.  Information regarding executive officers of the Registrant is
included under a separate caption in Part I hereof.  Information regarding
compliance with Section 16(a) of the Exchange Act is included under the caption
"Compliance with Section 16(a) of the Securities Exchange Act" in the Company's
Proxy Statement and is incorporated herein by reference.


================================================================================
                       Item 11.   Executive Compensation
================================================================================

  Information regarding this item is included under the caption "Executive
Compensation" in the Company's Proxy Statement and is incorporated herein by
reference.


================================================================================
   Item 12.   Security Ownership of Certain Beneficial Owners and Management
================================================================================

  Information regarding this item is included under the caption "Voting
Securities of the Company and Certain Shareholdings" in the Company's Proxy
Statement and is incorporated herein by reference.


================================================================================
           Item 13.   Certain Relationships and Related Transactions
================================================================================

  Information regarding this item is included under the captions "Compensation
Committee Interlocks and Insider Participation," "Certain Transactions with
Certain Directors," "Agreements and Transactions with Executive Officers Named
in the Summary Compensation Table," and "Agreements and Transactions with Other
Executive Officers" in the Company's Proxy Statement and is incorporated herein
by reference.


================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 24
Form 10-K for Fiscal Year 1995
                                                                         

 
                                    PART IV

 
================================================================================
  Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K
================================================================================
 
 

                (a) Documents filed as part of this Report                                            Page
                                                                                                     
1.  Consolidated Financial Statements of ICF Kaiser International, Inc. and Subsidiaries
    a.  Report of Independent Accountants............................................................  F-1
    b.  Consolidated Balance Sheets as of February 28, 1995, and February 28, 1994...................  F-2
    c.  Consolidated Statements of Operations for the years ended February 28, 1995,
        February 28, 1994, and February 28, 1993.....................................................  F-3
    d.  Consolidated Statements of Shareholders' Equity for the years ended
        February 28, 1995, February 28, 1994, and February 28, 1993..................................  F-4
    e.  Consolidated Statements of Cash Flows for the years ended 
        February 28, 1995, February 28, 1994, and February 28, 1993..................................  F-5
    f.  Notes to Consolidated Financial Statements...................................................  F-6

2. Supplemental Schedule Relating to the Consolidated Financial Statements of ICF Kaiser 
     International, Inc. and Subsidiaries for each of the three years in the period ended
     February 28, 1995
   a.  Schedule II: Valuation and qualifying accounts................................................  S-1


    All Schedules except the one listed above have been omitted because they are
    not applicable or not required or because the required information is
    included elsewhere in the financial statements in this filing.

3.  Exhibits (listed according to the number assigned in the table in Item 601
     of Regulation S-K).

                                  (b) Exhibits

Exhibit No. 3 -- Articles of Incorporation and By-laws

  3(a)  Certificate of Incorporation of ICF Kaiser International, Inc. (restated
        through June 26, 1993) (Incorporated by reference to Exhibit No. 3(a) to
        Quarterly Report on Form 10-Q (Registration No. 1-12248) for the second
        quarter of fiscal 1994 filed with the Commission on October 15, 1993)

  3(b)  Amended and Restated By-laws of ICF Kaiser International, Inc. (as
        amended through June 29, 1992, and as further amended to reflect the
        Corporation's name change on June 26, 1993) (Incorporated by reference 
        to Exhibit No. 3(b) to Quarterly Report on Form 10-Q (Registrant 
        No. 1-12248) for the second quarter of fiscal 1994 filed with the 
        Commission on October 15, 1993)

Exhibit No. 4 -- Instruments Defining the Rights of Security Holders, including
                 Indentures

  4(a)  Indenture dated as of January 11, 1994, between the Registrant and The
        Bank of New York, as Trustee (Incorporated by reference to Exhibit No.
        4(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for the
        third quarter of fiscal 1994 filed with the Commission on January 14,
        1994)
     1. Supplemental Indenture No. 1 dated as of February 17, 1995.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 25
Form 10-K for Fiscal Year 1995
                                                                         

 
  4(b)  Form of 12% Senior Subordinated Note due 2003 (Incorporated by reference
        to Exhibit No. 4(b) to Quarterly Report on Form 10-Q (Registrant No. 1-
        12248) for the third quarter of fiscal 1994 filed with the Commission on
        January 14, 1994)

  4(c)  Form of Common Stock Purchase Warrant expiring May 15, 1999 (as amended
        and restated through January 11, 1994) (Incorporated by reference to
        Exhibit No. 4(e) to Quarterly Report on Form 10-Q (Registrant No. 1-
        12248) for the third quarter of fiscal 1994 filed with the Commission on
        January 14, 1994)

  4(d)  Credit Agreement among ICF Kaiser International, Inc., certain Banks,
        and Chemical Bank (Delaware), as Agent, dated as of December 8, 1993, as
        amended (see Exhibit No. 10(a))

  4(e)  ICF Kaiser International, Inc. Series 2D Warrant, No. 2D-2, dated
        January 11, 1994 (Incorporated by reference to Exhibit No. 4(f) to
        Quarterly Report on Form 10-Q for the third quarter of fiscal 1994 filed
        with the Commission on January 14, 1994)

  4(f)  Securities Purchase Agreement by and among ICF Kaiser International,
        Inc., IFINT-USA Inc., and FIMA Finance Management Inc., B.V.I. dated as
        of December 20, 1990 (Incorporated by reference to Exhibit No. 4(b) to
        Quarterly Report on Form 10-Q for the third quarter of fiscal 1991 filed
        with the Commission on January 14, 1991)
     1. Amendment No. 1 to Securities Purchase Agreement dated as of January 13,
        1992 (Incorporated by reference to Exhibit No. 4(e)(1) to Quarterly
        Report on Form 10-Q for the third quarter of fiscal 1992 filed with the
        Commission on January 14, 1992)
     2. Amendment No. 2 to Securities Purchase Agreement (Incorporated by
        reference to Exhibit 4(g)(2) to Amendment No. 2 to Registration
        Statement on Form S-1 (No. 33-70986) filed with the Commission on
        December 23, 1993)

  4(g)  Amended and Restated Registration Rights Agreement dated as of January
        13, 1992, between ICF Kaiser International, Inc. and FIMA Finance
        Management Inc., (Incorporated by reference to Exhibit No. 4(f) to
        Quarterly Report on Form 10-Q for the third quarter of fiscal 1992 filed
        with the Commission on January 14, 1992)

  4(h)  Registration Rights Agreement, dated as of November 13, 1991, between
        ICF Kaiser International, Inc. and U.S. Trust Company of California,
        N.A., a national association, solely in its capacity as trustee of the
        ICF Kaiser International, Inc. Retirement Plan Trust (Incorporated by
        reference to Exhibit No. 4(g) to Quarterly Report on Form 10-Q for the
        third quarter of fiscal 1992 filed with the Commission on January 14,
        1992)

  4(i)  Rights Agreement dated as of January 13, 1992 between ICF Kaiser
        International, Inc. and Office of the Secretary, ICF Kaiser
        International, Inc. as Rights Agent, including
     1. Form of Certificate of Designations of Series 4 Junior Preferred Stock
     2. Form of Rights Certificate
     3. Summary of Rights to Purchase Preferred Stock
        (Incorporated by reference to Exhibit No. 4(h) to Quarterly Report on
        Form 10-Q for the third quarter of fiscal 1992 filed with the Commission
        on January 14, 1992)

  4(j)  Warrant Agreement dated as of January 11, 1994, between the Registrant
        and The Bank of New York, as Warrant Agent (Incorporated by reference to
        Exhibit No. 4(c) to Quarterly Report on Form 10-Q (Registrant No. 1-
        12248) for the third quarter of fiscal 1994 filed with the Commission on
        January 14, 1994)

  4(k)  Form of Warrant expiring December 31, 1998 (Incorporated by reference to
        Exhibit No. 4(d) to Quarterly Report on Form 10-Q (Registrant No. 1-
        12248) for the third quarter of fiscal 1994 filed with the Commission on
        January 14, 1994)

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 26
Form 10-K for Fiscal Year 1995
                                                                         

 
Exhibit No. 10 -- Material Contracts

  10(a)  Amended and Restated Credit Agreement dated as of December 8, 1993,
         among the Registrant, the several Lenders from time to time parties
         hereto, and Chemical Bank, as Agent, including Exhibits thereto
         (Closing Date: January 11, 1994) (Incorporated by reference to Exhibit
         No. 10(a) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for
         the third quarter of fiscal 1994 filed with the Commission on January
         14, 1994)
     1.  Waiver and First Amendment dated as of April 18, 1994  (Incorporated by
         reference to Exhibit No. 10(a)(1) to Annual Report on Form 10-K filed
         with the Commission on May 25, 1994.)
     2.  Second Amendment dated as of August 31, 1994
     3.  Third Amendment dated as of February 28, 1995

  10(b)  ICF Kaiser International, Inc. Employee Stock Purchase Plan (as amended
         and restated as of June 26, 1993) (Incorporated by reference to Exhibit
         No. 10(b) to Quarterly Report on Form 10-Q for the second quarter of
         fiscal 1994 filed with the Commission on October 15, 1993)

  10(c)  Trust Agreement for ICF Kaiser Incorporated Employee Stock Ownership
         Plan (adopted by ICF Kaiser International, Inc. Board of Directors in
         October 1987) (Incorporated by reference to Exhibit No. 10(c) to
         Quarterly Report on Form 10-Q for the third quarter of fiscal 1992 
         filed with the Commission on January 14, 1992)

  10(d)  ICF Kaiser International, Inc. Retirement Plan (as amended and restated
         as of March 1, 1993) (and further amended with respect to name change
         only as of June 26, 1993) (Incorporated by reference to Exhibit 
         No. 10(d) to Quarterly Report on Form 10-Q (Registrant No. 1-12248) for
         the second quarter of fiscal 1994 filed with the Commission on October
         15, 1993)
     1.  Amendment No. 1 dated April 24, 1995

  10(e)  ICF Kaiser International, Inc. Retirement Plan Trust Agreement (as
         amended and restated effective as of November 13, 1991) (Incorporated
         by reference to Exhibit No. 10(k) to Quarterly Report on Form 10-Q for
         the third quarter of fiscal 1992 filed with the Commission on January
         14, 1992)

  10(f)  Stock Contribution Agreement entered into on November 13, 1991, between
         ICF Kaiser International, Inc. and U.S. Trust Company of California,
         N.A., a national association, solely in its capacity as trustee of the
         ICF Kaiser International, Inc. Retirement Plan Trust (Incorporated by
         reference to Exhibit No. 10(l) to Quarterly Report on Form 10-Q for the
         third quarter of fiscal 1992 filed with the Commission on January 14,
         1992)

  10(g)  Lease Agreement between HMCE Associates (as Landlord) and ICF Kaiser
         Incorporated (as Tenant), dated January 30, 1987, for the lease of the
         Registrant's headquarters in Fairfax, Virginia (Incorporated by
         reference to Exhibit No. 10(a) to Registration Statement on Form S-1
         (No. 33-31473) filed with the Commission on October 6, 1989)
     1.  First Amendment entered into August 31, 1987 (Incorporated by reference
         to Exhibit No. 10(a) to Registration Statement on Form S-1 
         (No. 33-31473) filed with the Commission on October 6, 1989)
     2.  Second Amendment entered into September 23, 1987 (Incorporated by
         reference to Exhibit No. 10(a) to Registration Statement on Form S-1 
         (No.33-31473) filed with the Commission on October 6, 1989)
     3.  Third Amendment entered into as of February 12, 1990 (Incorporated by
         reference to Exhibit No. 10(a) to Annual Report on Form 10-K filed with
         the Commission on April 25, 1990)

  10(h)  Lease Agreement between HMCE Associates Limited Partnership (as
         Landlord) and American Capital and Research Corporation (as Tenant),
         dated April 27, 1988, for the lease of space in the building adjacent 
         to the Registrant's headquarters in Fairfax, Virginia (Incorporated by
         reference
================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 27
Form 10-K for Fiscal Year 1995
                                                                         

 
         to Exhibit No. 10(b) to Registration Statement on Form S-1 
         (No. 33-31473) filed with the Commission on October 6, 1989)
     1.  First Amendment entered into July 29, 1988. (Incorporated by reference
         to Exhibit No. 10(b) to Annual Report on Form 10-K filed with the
         Commission on April 25, 1990)
     2.  Second Amendment entered into as of February 12, 1990 (Incorporated by
         reference to Exhibit No. 10(b) to Annual Report on Form 10-K filed with
         the Commission on April 25, 1990)
     3.  Third Amendment entered into as of December 22, 1992 (Incorporated by
         reference to Exhibit No. 10(h)(3) to Annual Report on Form 10-K
         (Registrant No. 1-12248) for the fiscal year ended February 28, 1993
         filed with the Commission on May 21, 1993)

  10(i)  Amended and Restated Lease Agreement by and between Kaiser Engineers,
         Inc. and 1800 Harrison Limited Partnership, dated as of July 1, 1988, 
         for the lease of the Registrant's offices in Oakland, California
         (Incorporated by reference to Exhibit No. 10(c) to Registration 
         Statement on Form S-1 (No. 33-31576) filed with the Commission on 
         October 13, 1989)
     1.  First Amendment made as of March 27, 1991 (Incorporated by reference to
         Exhibit No. 10(a)(1) to Quarterly Report on Form 10-Q for the first
         quarter of fiscal 1993 filed with the Commission on July 10, 1992)
     2.  Second Amendment made as of June 1992 (Incorporated by reference to
         Exhibit No. 10(a)(2) to Quarterly Report on Form 10-Q for the first
         quarter of fiscal 1993 filed with the Commission on July 10, 1992)
     3.  Third Amendment made as of April 27, 1993 (Incorporated by reference to
         Exhibit No. 10(i)(3) to Annual Report on Form 10-K (Registrant No. 1-
         12248) for the fiscal year ended February 28, 1993 filed with the
         Commission on May 21, 1993)

  10(j)  Guaranty provided by American Capital and Research Corporation to 1800
         Harrison Limited Partnership, dated as of March 27, 1991, and First
         Amendment thereto dated as of June 1992, guaranteeing the performance
         of Kaiser Engineers, Inc. under an Amended and Restated Lease Agreement
         by and between Kaiser Engineers, Inc. and the California Public
         Employee's Retirement System, dated as of July 1, 1988, for the lease
         of the Registrant's offices in Oakland, California (Incorporated by
         reference to Exhibit No. 10(b) to Quarterly Report on Form 10-Q for the
         first quarter of fiscal 1993 filed with the Commission on July 10,
         1992)

  10(k)  ICF Kaiser International, Inc. Stock Incentive Plan (as amended and
         restated as of April 24, 1995)

  10(l)  ICF Kaiser International, Inc. Employee Stock Ownership Plan (as
         amended and restated as of March 1, 1993) (and further amended with
         respect to name change only as of June 26, 1993) (Incorporated by
         reference to Exhibit No. 10(c) to Quarterly Report on Form 10-Q
         (Registrant No. 1-12248)for the second quarter of fiscal 1994 filed
         with the Commission on October 15, 1993)
     1.  Amendment No. 1 dated April 24, 1995

  10(m)  Purchase Order dated March 8, 1995 (WHC-380393, Mod. 1) issued by
         Westinghouse Hanford Company to ICF Kaiser Hanford Company (DOE 
         Reference No. DE-AC06-87RL1930)

  10(n)  Assignment Agreement between the U.S. Department of Energy, Kaiser
         Engineers Hanford Company, and Westinghouse Hanford Company, with an
         effective date of October 1, 1993 (Contract No. DE-A06-93RL12359)
         (Incorporated by reference to Exhibit No. 10(a) to Quarterly Report on
         Form 10-Q (Registrant No. 1-12248) for the second quarter of fiscal 
         1994 filed with the Commission on October 15, 1993)
     1.  Modification No. 1 dated October 25, 1993 (Incorporated by reference to
         Exhibit No. 10(n)(1) to Annual Report on Form 10-K filed with the
         Commission on May 25, 1994.)

  10(o)  Massachusetts Water Resources Authority Agreement with ICF Kaiser
         Engineers, Inc. through its wholly owned subsidiary of ICF Kaiser
         Engineers of Massachusetts, Inc. for construction management services 
         for Boston Harbor Project--Deer Island Related Facilities, Contract No.

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 28
Form 10-K for Fiscal Year 1995
                                                                         

 
          5622 (June 1990) (Incorporated by reference to Exhibit No. 10(h) to
          Quarterly Report on Form 10-Q for the second quarter of fiscal 1991 
          filed with the Commission on October 12, 1990)

          (Amendment Nos. 1-3 incorporated by reference to Exhibit No. 10(n) (1-
          3) to Annual Report on Form 10-K (Registrant No. 1-12248) for the
          fiscal year ended February 28, 1993 filed with the Commission on May
          21, 1993)

     P    1.  Amendment No. 4 and Amendment No. 4A each dated December 2, 1993
              [IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS EXHIBIT NO.
              10(o)(1) WAS FILED IN PAPER ON MAY 20, 1994, ON FORM SE PURSUANT 
              TO A CONTINUING HARDSHIP EXEMPTION]
     P    2.  Amendment No. 5 dated December 6, 1994 [IN ACCORDANCE WITH RULE 
              202 OF REGULATION S-T, THIS EXHIBIT NO. 10(o)(2) WAS FILED IN 
              PAPER ON MAY 23, 1995, ON FORM SE PURSUANT TO A CONTINUING 
              HARDSHIP EXEMPTION]

  10(p)   ICF Kaiser International, Inc. Section 401(k) Plan (as amended and
          restated as of March 1, 1993) (and further amended with respect to
          name change only as of June 26, 1993) (Incorporated by reference to
          Exhibit No. 10(f) to Quarterly Report on Form 10-Q (Registrant No. 1-
          12248) for the second quarter of fiscal 1994 filed with the Commission
          on October 15, 1993)
     1.   Amendment No. 1 dated April 24, 1995

  10(q)   ICF Kaiser International, Inc. Corporate Incentive Compensation Plan:
          Annual Incentive Plan (dated as of September 29, 1993) (Incorporated
          by reference to Exhibit No. 10(aa) to Quarterly Report on Form 10-Q
          (Registrant No. 1-12248) for the second quarter of fiscal 1994 filed
          with the Commission on October 15, 1993)

  P 10(r) Contract (#DE-AC3495RF00825) between Kaiser-Hill Company, LLC, a
          subsidiary of the Corporation, and the U.S. Department of Energy 
          dated as of April 4, 1995.
          [IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS EXHIBIT NO. 10(r)
          WAS FILED IN PAPER ON MAY 23, 1995, ON FORM SE PURSUANT TO A 
          CONTINUING HARDSHIP EXEMPTION]

Exhibit No. 10 -- Material Contracts (management contracts, compensatory plans,
                  or arrangements.)                   
 
  10(aa)  Restated Executive Agreement dated as of December 20, 1990, and
          Restated Compensation Agreement dated as of December 20, 1990, with
          James O. Edwards (Incorporated by reference to Exhibit No. 10(p) to
          Registration Statement on Form S-1 (No. 33-40628) filed with the
          Commission on May 16, 1991)

     1.   Modification Letter dated January 13, 1992 (Incorporated by 
          reference to Exhibit No. 10(e) to Amendment No. 1 to Registration 
          Statement on Form S-1 (No. 33-44993) filed with the Commission on 
          February 11, 1992)

  10(bb)  Employment Agreement with James O. Edwards dated as of December 31,
          1994.

  10(cc)  ICF Kaiser International, Inc. Corporate Incentive Compensation Plan:
          Annual Incentive Plan (dated as of September 29, 1993) (Incorporated 
          by reference to Exhibit No. 10(aa) to Quarterly Report on Form 10-Q
          (Registrant No. 1-12248) for the second quarter of fiscal 1994 filed 
          with the Commission on October 15, 1993)

  10(dd)  ICF Kaiser International, Inc. Non-employee Director Stock Option Plan
          (as amended and restated as of June 26, 1993) (Incorporated by 
          reference to Exhibit No. 10(bb) to Quarterly Report on Form 10-Q 
          (Registrant No. 1-12248) for the second quarter of fiscal 1994 filed 
          with the Commission on October 15, 1993)

================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 29
Form 10-K for Fiscal Year 1995
                                                                         

 
  10(ee)  Agreement with Alvin S. Rapp, Executive Vice President of the
          Registrant, dated November 1, 1993 (Incorporated by reference to 
          Exhibit No. 10(ll) to Amendment No. 1 to Registration Statement on 
          Form S-1 (No. 33-70986) filed with the Commission on November 22, 
          1993)

  10(ff)  Agreement with Douglas W. McMinn, Executive Vice President of the
          Registrant, signed November 23, 1993 (Incorporated by reference to
          Exhibit No. 10(mm) to Amendment No. 2 to Registration Statement on 
          Form S-1 (No. 33-70986) filed with the Commission on December 23, 
          1993)

  10(gg)  Employment Agreement with Marc Tipermas effective as of March 1, 1994
          (Incorporated by reference to Exhibit No. 10(ll) to Annual Report on 
          Form 10-K filed with the Commission on May 25, 1994).

  10(hh)  Employment Agreement with Stephen W. Kahane effective as of March 1,
          1994 (Incorporated by reference to Exhibit No. 10(mm) to Annual 
          Report on Form 10-K filed with the Commission on May 25, 1994).

  10(ii)  ICF Kaiser International, Inc. Senior Executive Officers Severance
          Plan as approved by the Compensation Committee of the Board of 
          Directors on April 4, 1994, and adopted by the Board of Directors on 
          May 5, 1994 (Incorporated by reference to Exhibit No. 10(nn) to 
          Annual Report on Form 10-K filed with the Commission on May 25, 1994).

  10(jj)  Employment Agreement with Michael K. Goldman effective as of February
          28, 1994.

Exhibit No. 21 -- Subsidiaries of the Registrant as of May 15, 1995

Exhibit No. 23 -- Consent of Coopers & Lybrand L.L.P. (the Registrant's
                  Independent Accountants)

Exhibit No. 27 -- Financial Data Schedule


                            (c) Reports on Form 8-K

     None


================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 30
Form 10-K for Fiscal Year 1995
                                                                         

 
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                        ICF Kaiser International, Inc.
                                                  (Registrant)



Date:  May 15, 1995                     By    /s/ James O. Edwards
                                           --------------------------
                                               James O. Edwards
                                      Chairman and Chief Executive Officer



   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
 
 
                        (1) Principal executive officer
 


 
Date: May 15, 1995                      By     /s/ James O. Edwards
                                           --------------------------
                                               James O. Edwards,
                                      Chairman and Chief Executive Officer
 
 
                (2) Principal financial and accounting officer
 
 
Date: May 15, 1995                      By    /s/ Richard K. Nason
                                           --------------------------
                                             Richard K. Nason,
                                         Executive Vice President and
                                           Chief Financial Officer


================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 31
Form 10-K for Fiscal Year 1995
                                                                         

 
                            (3) Board of Directors

Date: May 16, 1995                       By   /s/ Gian Andrea Botta
                                           ---------------------------
                                               Gian Andrea Botta,
                                                   Director
 
Date: May 15, 1995                       By   /s/ Thomas Bradley
                                           ---------------------------
                                                Thomas Bradley,
                                                   Director

 
Date: May 19, 1995                       By   /s/ Tony Coelho
                                           ---------------------------
                                                  Tony Coelho,
                                                   Director
 
Date: May 15, 1995                       By   /s/ James O. Edwards
                                           ---------------------------
                                                James O. Edwards,
                                                   Director
 
Date: May 16, 1995                       By  /s/ Frederic V. Malek
                                           ---------------------------
                                                Frederic V. Malek,
                                                   Director
 
Date: May    , 1995                      By
                                           ---------------------------
                                                Rebecca P. Mark,
                                                   Director

Date: May 23, 1995                       By /s/ Robert W. Page, Sr.
                                           ---------------------------
                                               Robert W. Page, Sr.
                                                   Director

 
Date: May 15, 1995                       By     /s/ Marc Tipermas
                                           ---------------------------
                                                Marc Tipermas,
                                                   Director


================================================================================
ICF Kaiser International, Inc. Annual Report on                          Page 32
Form 10-K for Fiscal Year 1995

 
                       Report of Independent Accountants
                       ---------------------------------



To the Board of Directors and Shareholders
ICF Kaiser International, Inc.


     We have audited the consolidated financial statements and financial
statement schedule of ICF Kaiser International, Inc. and subsidiaries listed in
Item 14(a) of this Form 10-K.  These financial statements and financial
statement schedule are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of ICF Kaiser
International, Inc. and subsidiaries as of February 28, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended February 28, 1995, in conformity with generally
accepted accounting principles.  In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.



                                                        COOPERS & LYBRAND L.L.P.

Washington, D.C.
April 28, 1995


===============================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-1
Form 10-K for Fiscal Year 1995

 
                ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

 
 
                                                                             February 28,                February 28,
                                                                                1995                        1994
---------------------------------------------------------------------------------------------------------------------
                                                                                          (In thousands)
ASSETS
                                                                                                    
Current Assets
  Cash and cash equivalents                                                  $    28,233                 $    25,509
  Contract receivables, net                                                      139,860                     128,166
  Prepaid expenses and other current assets                                       12,097                      20,451
  Deferred income taxes                                                           13,553                      16,053
                                                                             -----------                 -----------
          Total Current Assets                                                   193,743                     190,179
                                                                             -----------                 -----------

Fixed Assets
  Furniture, equipment, and leasehold improvements                                42,557                      40,630
  Less depreciation and amortization                                             (29,648)                    (24,955)
                                                                             -----------                 -----------
                                                                                  12,909                      15,675
                                                                             -----------                 -----------
Other Assets
  Goodwill, net                                                                   47,945                      49,916
  Investments in and advances to affiliates                                        6,797                       5,600
  Due from officers and employees                                                  1,826                       1,830
  Other                                                                           18,202                      17,998
                                                                             -----------                 -----------
                                                                                  74,770                      75,344
                                                                             -----------                 -----------
                                                                             $   281,422                 $   281,198
                                                                             ===========                 ===========

 
LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                                                    
Current Liabilities
  Accounts payable and accrued expenses                                      $    46,811                 $    52,073
  Accrued salaries and employee benefits                                          30,549                      23,439
  Accrued interest                                                                 2,528                       2,108
  Current portion of long-term debt                                                  578                       1,088
  Income taxes payable                                                             2,034                       1,511
  Deferred revenue                                                                11,013                       8,462
  Other                                                                            7,365                      10,773
                                                                             -----------                 -----------
          Total Current Liabilities                                              100,878                      99,454
                                                                             -----------                 -----------

Long-term Liabilities
  Long-term debt, less current portion                                           126,733                     121,954
  Other                                                                            6,570                       8,798
                                                                             -----------                 -----------
                                                                                 133,303                     130,752
                                                                             -----------                 -----------

Commitments and Contingencies

Redeemable Preferred Stock                                                        19,617                      20,212
Common Stock, par value $.01 per share:
  Authorized--90,000,000 shares                                       
  Issued and outstanding-- 21,011,369 and 20,924,588 shares                          210                         209
Additional Paid-in Capital                                                        63,786                      63,572
Notes Receivable Related to Common Stock                                          (1,732)                     (1,732)
Retained Earnings (Deficit)                                                      (33,343)                    (29,528)
Cumulative Translation Adjustment                                                 (1,297)                     (1,741)
                                                                             -----------                 -----------
                                                                             $   281,422                 $   281,198
                                                                             ===========                 ===========
 


See notes to consolidated financial statements.
================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-2
Form 10-K for Fiscal Year 1995                              

 
                ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS

 
 

                                                                                     Year Ended
                                                                   -----------------------------------------------
                                                                   February 28,      February 28,     February 28,
                                                                       1995              1994             1993
------------------------------------------------------------------------------------------------------------------
                                                                      (In thousands, except per share amounts)
                                                                                              
Gross Revenue                                                      $   861,518       $   651,657      $   678,882
  Subcontract and direct material costs                               (405,819)         (272,169)        (293,063)
  Equity in income of joint ventures          
      and affiliated companies                                           4,087             3,220            5,709
                                                                   -----------       -----------      -----------
Service Revenue                                                        459,786           382,708          391,528

Operating Expenses
  Direct cost of services and overhead                                 393,096           323,828          313,030
  Administrative and general                                            43,770            45,842           43,702
  Depreciation and amortization                                          9,232             9,559           10,766
  Unusual items, net                                                        --             8,709              (50)
  Cost of disposal of businesses, net                                       --                --            1,336
                                                                   -----------       -----------      -----------
Operating Income (Loss)                                                 13,688            (5,230)          22,744

Other Income (Expense)
  Gain (loss) on sale of investment                                        551              (925)            (929)
  Interest income                                                        1,799             1,490            1,708
  Interest expense                                                     (14,799)           (8,212)          (8,629)
                                                                   -----------       -----------      -----------
Income (Loss) Before Income Taxes                                        1,239           (12,877)          14,894
  Income tax provision (benefit)                                         2,900              (349)           6,255
                                                                   -----------       -----------      -----------
Net Income (Loss) Before Extraordinary Item                             (1,661)          (12,528)           8,639
  Extraordinary loss on early extinguishment of debt                        --            (5,969)              --
                                                                   -----------       -----------      -----------
Net Income (Loss)                                                       (1,661)          (18,497)           8,639
  Preferred stock dividends and accretion                                2,154             4,896            5,293
  Redemption of redeemable preferred stock                                  --             1,929               --
                                                                   -----------       -----------      -----------
Net Income (Loss) Available for Common Shareholders                $    (3,815)      $   (25,322)     $     3,346
                                                                   ===========       ===========      ===========

Primary and Fully Diluted Net Income (Loss)
Per Common Share:
  Before extraordinary item and redemption                  
      of redeemable preferred stock                                $     (0.18)      $     (0.83)     $      0.16
  Extraordinary loss on early extinguishment of debt                        --             (0.29)              --
  Redemption of redeemable preferred stock                                  --             (0.09)              --
                                                                   -----------       -----------      -----------
      Total                                                        $     (0.18)      $     (1.21)     $      0.16
                                                                   ===========       ===========      ===========

Primary and Fully Diluted Weighted Average
Common and Common Equivalent
Shares Outstanding                                                      20,957            20,886           21,272
                                                                   ===========       ===========      ===========
 

See notes to consolidated financial statements.
================================================================================
ICF Kaiser International, Inc. Annual Report on                         Page F-3
Form 10-K for Fiscal Year 1995                        

 
                ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

 
 
                                                                            
                                      Series 1 Junior                                     Notes                                     
                                  Convertible Preferred                                 Receivable                                  
                                          Stock              Common Stock    Additional Related to Retained   Cumulative     ESOP   
                                  ---------------------  ------------------   Paid-in     Common   Earnings  Translation  Guaranteed
                                    Shares  Par Value    Shares   Par Value   Capital      Stock   (Deficit)  Adjustment  Bank Loan
------------------------------------------------------------------------------------------------------------------------------------
                                                                     (In thousands, except shares)
                                                                                                
Balance, March 1, 1992                  69     $6,900   18,270,652     $182   $64,382    ($3,387)   ($7,552)     ($1,041)   ($8,333)
  Net income                                                                                          8,639
  Preferred stock dividends                                                                          (5,026)
  Preferred stock accretion                                                                            (267)
  Issuance of common stock                                 105,740        1       619               
  Repurchase of common stock                               (44,434)       0      (354)              
  Conversion of Series 3 Preferred                                                                  
    Stock into common stock                              2,971,849       30       (29)              
  Payments received on notes                                                                        
    receivable                                                                               662    
  Decrease in loan balance                                                                                                    3,333
  Foreign currency translation                                                                      
    adjustment                                                                                                      (660)
  Tax effect from the exercise of                                                                   
    non-qualified stock options                                                   559               
  Other                                                                          (137)              
                                  --------------------- --------------------  -------    -------    -------   ----------     -------
Balance, February 28, 1993              69      6,900   21,303,807      213    65,040     (2,725)    (4,206)      (1,701)    (5,000)
  Net loss                                                                                          (18,497)
  Preferred stock dividends                                                                          (4,670)
  Preferred stock accretion                                                                            (226)
  Redemption of redeemable                                                                          
    preferred stock                                                                                  (1,929)
  Repurchase of preferred stock        (69)    (6,900)                          2,050               
  Issuance of common stock                                 231,249        2     1,056               
  Repurchase of common stock                              (610,468)      (6)   (3,716)              
  Issuance of warrants                                                            900               
  Repurchase of warrants                                                       (1,909)              
  Payments received on notes                                                                        
    receivable                                                                               993    
  Decrease in loan balance                                                                                                    5,000
  Foreign currency translation                                                                      
    adjustment                                                                                                       (40)
  Other                                                                           151               
                                  --------------------- --------------------  -------    -------    -------   ----------     -------
Balance, February 28, 1994              --         --   20,924,588      209    63,572     (1,732)   (29,528)      (1,741)        --
  Net loss                                                                                           (1,661)
  Preferred stock dividends                                                                          (1,950)
  Preferred stock accretion                                                                            (204)
  Issuance of common stock                                 161,781        2       393               
  Repurchase of common stock                               (75,000)      (1)     (179)              
  Foreign currency translation                                                                      
    adjustment                                                                                                       444
                                  --------------------- --------------------  -------    -------    -------   ----------     -------
Balance, February 28, 1995              --     $   --   21,011,369     $210   $63,786    ($1,732)   $33,343)     ($1,297)    $   --
                                  ===================== ====================  =======    =======    =======   ==========     =======
 


See notes to consolidated financial statements.
================================================================================
ICF Kaiser International Inc. Annual Report on                          Page F-4
Form 10-K for Fiscal Year 1995        

 
                ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

 
 
                                                                                                       Year Ended
                                                                                      ----------------------------------------------
                                                                                       February 28,    February 28,     February 28,
                                                                                           1995            1994             1993
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       (In thousands)
                                                                                                               
Operating Activities
  Net income (loss)                                                                   $  ($1,661)     $   (18,497)     $     8,639
  Adjustments to reconcile net income (loss) to net cash                           
     provided by (used in) operating activities:                                   
         Extraordinary loss on early extinguishment of debt                                   --            5,969               --
         Depreciation and amortization                                                     9,232            9,559           10,766
         Provision for losses on accounts receivable                                       1,320            2,241            2,202
         Provision for deferred income taxes                                               2,500             (714)           4,311
         Earnings (in excess of) less than cash distributions from joint           
              ventures and affiliated companies                                              972           (1,708)          (3,690)
         (Gain) loss on sale of investment                                                  (551)             925              929
         Unusual items, net of cash                                                           --            7,786              (50)
         Decrease in reserve for restructuring and disposal of                     
              businesses, net of cash                                                         --               --           (6,426)
         Changes in operating assets and liabilities related to                    
              operating activities, net of dispositions:                          
                   Contract receivables, net                                             (13,014)          26,292          (12,761)
                   Prepaid expenses and other current assets                               4,471            4,614            3,750
                   Other assets                                                           (1,649)            (745)            (257)
                   Accounts payable and accrued expenses                                   2,218          (10,233)          (8,622)
                   Income taxes payable                                                      523           (2,478)            (930)
                   Deferred revenue                                                        2,551           (2,412)         (11,753)
                   Other liabilities                                                      (5,329)          (2,660)          (2,505)
                                                                                      ----------      -----------      -----------
        Net Cash Provided by (Used in) Operating Activities                                1,583           17,939          (16,397)
                                                                                      ----------      -----------      -----------

Investing Activities
  Investments in subsidiaries and affiliates                                                (622)          (2,755)          (1,146)
  Purchases of fixed assets, net                                                          (2,426)          (1,388)          (4,638)
  Sales of subsidiaries and subsidary assets                                               2,600               --           35,695
  Other investing activities                                                                  --               --              387
                                                                                      ----------      -----------      -----------
        Net Cash Provided by (Used in) Investing Activities                                 (448)          (4,143)          30,298
                                                                                      ----------      -----------      -----------

Financing Activities
  Proceeds from issuance of senior subordinated notes and               
        related warrants                                                                      --          121,488               --
  Principal payments on credit facility                                                       --          (45,000)         (38,099)
  Proceeds from borrowings from credit facility                                            5,000           10,000           30,000
  Principal payments on other borrowings                                                  (1,172)          (2,010)          (4,866)
  Proceeds from other borrowings                                                              --               --            4,357
  Reacquisition of senior subordinated notes and related warrants                             --          (35,809)              --
  Repurchase of redeemable preferred stock and related warrants                             (799)         (27,363)            (799)
  Repurchase of preferred stock                                                               --           (4,850)              --
  Proceeds from (uses in) common stock transactions                                          215           (1,520)             130
  Preferred stock dividends                                                               (1,950)          (5,321)          (3,876)
  Debt issuance costs                                                                       (149)          (6,307)            (159)
                                                                                      ----------      -----------      -----------
        Net Cash Provided by (Used in) Financing Activities                                1,145            3,308          (13,312)
                                                                                      ----------      -----------      -----------
Effect of Exchange Rate Changes on Cash                                                      444              (40)            (660)
                                                                                      ----------      -----------      -----------
Increase (Decrease) in Cash and Cash Equivalents                                           2,724           17,064              (71)
Cash and Cash Equivalents at Beginning of Period                                          25,509            8,445            8,516
                                                                                      ----------      -----------      -----------
Cash and Cash Equivalents at End of Period                                            $   28,233      $    25,509      $     8,445
                                                                                      ==========      ===========      ===========

Supplemental Information:
Cash payments for interest                                                            $   14,961      $    10,565      $     9,447
Cash payments (refunds) for income taxes                                                  (1,026)            (106)            (416)
Non-cash Transactions:
Decrease of ESOP guaranteed bank loan                                                         --           (5,000)          (3,333)
Sale of investment                                                                           735            2,600               --

 

See notes to consolidated financial statements.
================================================================================
ICF Kaiser International, Inc. Annual Report on                         Page F-5
Form 10-K for Fiscal Year 1995                                                

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--ORGANIZATION

     ICF Kaiser International, Inc. (ICF Kaiser or the Company) was formed on
October 19, 1987, as a holding company for the ICF Kaiser family of companies
developed since inception (1969).  These companies provide engineering,
construction, and consulting services primarily to the environmental,
infrastructure, industrial, and energy markets both in the United States and
abroad.

NOTE B--SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation:  The consolidated financial statements include
all majority-controlled subsidiaries of ICF Kaiser.  Investments in joint
ventures and affiliated companies are accounted for using the equity method.
The difference between the carrying value of investments accounted for under the
equity method and the Company's underlying equity is amortized on a straight-
line basis over the lives of the underlying assets.  All significant
intercompany accounts and transactions have been eliminated.

     Revenue Recognition:  Revenue is recorded on cost-type contracts as costs
are incurred.  Revenue on time-and-materials contracts is recognized to the
extent of billable rates times hours delivered plus materials expense incurred.
Revenue on long-term, fixed-price contracts is recognized generally using the
percentage-of-completion method and, therefore, includes a proportion of
expected earnings based on costs incurred to total estimated costs.

     Foreign Currency Translation:  Results of operations for foreign entities
are translated using the average exchange rates during the period.  Assets and
liabilities are translated to U.S. dollars using the exchange rate in effect at
the balance sheet date.  Resulting translation adjustments are reflected in
shareholders' equity as cumulative translation adjustment.

     Statement of Cash Flows:  ICF Kaiser considers all highly liquid financial
instruments purchased with original maturities of three months or less to be
cash equivalents.  Other assets included $600,000 of restricted cash and short-
term investments as of February 28, 1995, which supports a letter of credit for
one of ICF Kaiser's subsidiaries.

     Fixed Assets:  Furniture and equipment are carried at cost, or fair value
at acquisition if acquired through a purchase of a business, and are depreciated
using the straight-line method over their estimated useful lives ranging from
three to 10 years.  Leasehold improvements are carried at cost and are amortized
using the straight-line method over the remaining lease term.

     Goodwill:  Goodwill represents the excess of cost over the fair value of
the net assets of acquired businesses and is amortized using the straight-line
method over periods ranging from five to 40 years.  The Company evaluates the
recoverability of goodwill on an annual basis by examining the recoverability of
goodwill through undiscounted operating income.  Accumulated amortization was
$11,148,000 and $9,178,000 at February 28, 1995 and 1994, respectively.

     Income Taxes:  The Company provides for deferred income taxes using the
liability method on temporary differences between financial reporting and income
tax reporting, which primarily relate to reserves for adjustments and
allowances.  If necessary, management records a valuation allowance for deferred
tax assets.  The most significant permanent differences between book and taxable
income are goodwill amortization, which generally is not deductible, the
repatriation of overseas funds to the United States, and differences between the
book and tax basis of businesses sold.

     Postretirement Benefits:  Effective March 1, 1993, ICF Kaiser adopted
Statement of Financial Accounting Standards No. 106, Employers' Accounting for
Postretirement Benefits Other Than Pensions (SFAS No. 106).  Prior to the
adoption of SFAS No. 106, ICF Kaiser had been recognizing the cost of
postretirement benefits when paid.  The Company elected the prospective
transition method of recognizing the transition obligation (see Note N).


================================================================================
ICF Kaiser International, Inc. Annual Report on                         Page F-6
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

     Net Income (Loss) Per Common Share:  Net income (loss) per common share is
computed using net income (loss) available for common shareholders, as adjusted
under the modified treasury stock method, and the weighted average number of
common stock and common stock equivalents outstanding during the year.  Common
stock equivalents include stock options and warrants and the potential
conversion of convertible preferred stock.  The adjustments required by the
modified treasury stock method to net income (loss) available for common
shareholders and the impact of common stock equivalents on the weighted average
number of shares are anti-dilutive for all periods presented and, therefore, are
excluded from earnings per share computations.

     Concentrations of Credit Risk:  The Company maintains cash balances
primarily in overnight Eurodollar deposits, investment-grade commercial paper,
bank certificates of deposit, and U.S. government securities.  ICF Kaiser grants
uncollateralized credit to its customers.  Approximately one-half of ICF
Kaiser's contract receivables are from the U.S. government (see Note D).  When
practical and in order to mitigate its credit risk to commercial customers, ICF
Kaiser obtains advance funding of costs for industrial construction work.

     Reclassification:  Certain items in the fiscal 1994 and 1993 financial
statements have been reclassified to conform to the fiscal 1995 presentation.

NOTE C--DIVESTITURES

     The Company sold a 20% interest in a French subsidiary resulting in a
$551,000 pretax gain in fiscal 1995.  In fiscal 1994, ICF Kaiser sold a portion
of its energy engineering business resulting in a $925,000 pretax loss.  In
fiscal 1993, the Company sold its investment in Acer Group Limited resulting in
a $929,000 pretax loss.


 
NOTE D--CONTRACT RECEIVABLES
                                                    February 28,  February 28,
                                                        1995          1994
                                                    ------------  ------------
                                                          (In thousands)
                                                            
 
   U.S. government agencies:
       Currently due                                    $ 36,752      $ 31,911
       Retention                                           2,026         2,370
       Unbilled                                           34,273        29,131
                                                        --------      --------
                                                          73,051        63,412
                                                        --------      --------
   Commercial clients and state
     and municipal governments:
       Currently due                                      69,317        56,430
       Retention                                           4,522         5,926
       Unbilled                                            2,834        12,595
                                                        --------      --------
                                                          76,673        74,951
                                                        --------      --------
                                                         149,724       138,363
   Less allowances for uncollectible receivables
     and other adjustments                                 9,864        10,197
                                                        --------      --------
                                                        $139,860      $128,166
                                                        ========      ========


     U.S. government receivables arise from U.S. government prime contracts and
subcontracts.  Unbilled  receivables result from revenue that has been earned
but was not billed as of the end of the year.  The unbilled receivables can be
invoiced at contractually defined intervals and milestones, as well as upon
completion of the contract or the federal government cost audit.  Generally,
retention is not expected to be realized within one year; consistent with
industry practice, these receivables are classified as current.  Management
anticipates that the remaining unbilled receivables will be substantially billed
and collected in one year.

================================================================================
ICF Kaiser International, Inc. Annual Report on                         Page F-7
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE E--JOINT VENTURES AND AFFILIATED COMPANIES

     ICF Kaiser has ownership interests in certain corporate joint ventures and
affiliated companies that are engaged in the same general business as the
Company.  ICF Kaiser's investments in and advances to these corporate joint
ventures and affiliated companies are summarized as follows (in thousands):


 
                                   Ownership
                                  Interest at
                                  February 28,   February 28,  February 28,
                                      1995           1995          1994
                                  -------------  ------------  ------------
                                                      
 
 Gary PCI Ltd. L.P.                         50%        $4,315        $3,325
 LIFAC North America                        50%         1,914         1,914
 KJK Joint Venture                          33%             -         2,769
 Other                               20% to 50%         1,793           669
                                                       ------        ------
                                                        8,022         8,677
 Less amounts classified
   within other current assets                          1,225         3,077
                                                       ------        ------
                                                       $6,797        $5,600
                                                       ======        ======


     Combined summarized unaudited financial information of all of ICF Kaiser's
corporate joint ventures and affiliated companies is as follows (in thousands):


 
                                        February 28,  February 28,  February 28,
                                            1995          1994          1993
                                        ------------  ------------  ------------
                                                           
 
 Current assets                              $15,103      $ 27,041      $ 22,466
 Non-current assets                           12,723         6,608        20,761
 Current liabilities                          15,875        19,034        20,630
 Non-current liabilities                          55           455             -
 Gross revenue                                52,616        51,282       226,944
 Net income                                    8,430         8,908        17,471
 
 NOTE F--LONG-TERM DEBT
 
       ICF Kaiser's long-term debt is
        as follows (in thousands):
                                                      February 28,  February 28,
                                                          1995          1994
                                                      ------------  ------------
 
 12% senior subordinated notes due
  2003                                                    $125,000      $125,000
 Revolving credit facility (average
  interest rate of
   8.7% for fiscal 1995)                                     5,000             0
 Other notes, principal, and interest
  at varying
  rates and installments through
   February 2010                                             1,209         2,381
                                                          --------      --------
     Total                                                 131,209       127,381
 Less unamortized discount on 12% senior
  subordinated notes                                         3,898         4,339
                                                          --------      --------
                                                           127,311       123,042
 Less current maturities                                       578         1,088
                                                          --------      --------
 
     Long-term debt                                       $126,733      $121,954
                                                          ========      ========


     Scheduled maturities of long-term debt outstanding at February 28, 1995, 
are as follows: $578,000 in fiscal 1996, $5,040,000 in fiscal 1997, $32,000 in
fiscal 1998, $25,000 in fiscal 1999, $27,000 in fiscal 2000, and $125,507,000
thereafter.

================================================================================
ICF Kaiser International, Inc. Annual Report on                         Page F-8
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

     On January 11, 1994, ICF Kaiser issued 125,000 Units, each Unit consisting
of $1,000 principal amount of the Company's 12% Senior Subordinated Notes due
2003 (12% Notes) and 4.8 warrants, each to purchase one share of the Company's
common stock at an exercise price of $5.00 per share. The warrants expire on
December 31, 1998, and additional warrants may be issued under certain anti-
dilution provisions. Of the net issue price of $121,487,500 ($125,000,000 less a
$3,512,500 discount), $900,000 was allocated to the value of the 600,000
warrants and $120,587,500 to the 12% Notes. The net proceeds were used, in part,
to retire the Company's 13.5% Senior Subordinated Notes due 1999 (13.5% Notes),
to repurchase preferred stock, to repay the outstanding balance on the Company's
then-existing revolving credit facility, and to repurchase warrants associated
with the 13.5% Notes and preferred stock. The recapitalization resulted in a
$6.0 million extraordinary charge (net of $0 tax benefit due to the
unanticipated decline in fiscal 1994's fourth-quarter results) for the early
extinguishment of debt and a $1.9 million charge to retained earnings to
repurchase the Series 2C Senior Preferred Stock.

     The Company's payment obligations under the 12% Notes are subordinate to
its obligations under the Company's revolving credit facility. Interest payments
are due semiannually. The 12% Notes may not be prepaid at the Company's option
prior to December 31, 1998. Subsequent to that date, the Company may prepay the
12% Notes at a premium. In addition, the Company agreed to certain business and
financial covenants, including restrictions on indebtedness, dividends,
acquisitions, and certain types of investments and asset sales. At February 28,
1995, the fair value of the 12% Notes was approximately $110.6 million. The fair
value was computed using an average of recently quoted market prices obtained
from financial institutions. Debt issuance costs of $4.2 million and $4.6
million associated with the 12% Notes are classified as other assets at February
28, 1995 and 1994, respectively, in the accompanying balance sheets. These costs
and the discount on the 12% Notes are being amortized over the life of the
notes.

     The Company has a $60 million revolving credit facility (the Credit
Facility) provided by a consortium of banks (the Banks). ICF Kaiser
International, Inc. and certain of its subsidiaries, which are guarantors of the
Credit Facility, granted the Banks a security interest in their accounts
receivable and certain other assets. The Credit Facility limits the payment of
cash dividends, requires the maintenance of specified financial ratios, and has
a $20 million limitation on cash borrowings. ICF Kaiser and the Banks entered
into an amendment as of February 28, 1995, that modified financial ratios and
other terms of the Credit Facility. As of February 28, 1995, there were $5.0
million in borrowings outstanding under the Credit Facility, in addition to
letters of credit, and the Company had $30.3 million of available credit under
the Credit Facility. The Credit Facility contains Eurodollar and alternate base
interest rate alternatives with margins dependent upon the Company's financial
operating results and expires on October 31, 1996. ICF Kaiser had outstanding
letters of credit in the amount of $9.6 million at February 28, 1995,
principally in support of performance guarantees under certain contracts.

     There are 275,088 common stock warrants that were issued with the 13.5% 
Notes that remain outstanding following the repurchase of the other warrants in
January 1994.  The warrants expire on May 15, 1999, and are exercisable at any
time for shares of ICF Kaiser Common Stock at $6.87 per share.  Additional
warrants may be issued under certain anti-dilution provisions.

NOTE G--CONTINGENCIES

     Normally in the Company's business, various claims or charges are asserted
and litigation commenced against the Company arising from or related to
properties, injuries to persons, and breaches of contract, as well as claims
related to acquisitions and dispositions. Claimed amounts may not bear any
reasonable relationship to the merits of the claim or to a final court award. In
the opinion of management, an adequate reserve has been provided for final
judgments, if any, in excess of insurance coverage, that might be rendered
against the Company in such litigation.


================================================================================
ICF Kaiser International, Inc. Annual Report on                         Page F-9
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


     The Company may from time to time, either individually or in conjunction 
with other government contractors operating in similar types of businesses, be
involved in U.S. government investigations for alleged violations of procurement
or other federal laws and regulations.  The Company currently is the subject of
a number of U.S. government investigations and is cooperating with the
responsible government agencies involved.  No charges presently are known to
have been filed against the Company by these agencies.  Management does not
believe that there will be any material adverse effect on the Company's
financial position, operations, or cash flows as a result of these
investigations.

     The Company has a substantial number of cost-reimbursement contracts with
the U.S. government, the costs of which are subject to audit by the U.S.
government. As a result of such audits, the government asserts, from time to
time, that certain costs claimed as reimbursable under government contracts
either were not allowable or not allocated in accordance with federal
procurement regulations. Management believes that the potential effect of
disallowed costs, if any, for the periods currently under audit and for periods
not yet audited, has been provided for adequately and will not have a material
adverse effect on the Company's financial position, operations, or cash flows.

NOTE H--INCOME TAXES

     The components of income (loss) before income taxes and the related 
provision (benefit) for income taxes are as follows (in thousands):



 
                                                  Fiscal Year
                                         1995        1994        1993
                                       ---------  ----------   ---------
                                                      
Income (loss) before income taxes:
  Domestic                                $1,217   $(11,894)      $13,362
  Foreign                                     22       (983)        1,532
                                          ------   --------       -------
                                          $1,239   $(12,877)      $14,894
                                          ======   ========       =======
Provision (benefit) for income taxes:
  Federal:
     Current                              $  120   $      -       $ 1,074
     Deferred                              2,328       (652)        3,517
                                          ------   --------       -------
                                           2,448       (652)        4,591
                                          ------   --------       -------
  State:
     Current                                 100          -           420
     Deferred                                172        (62)          794
                                          ------   --------       -------
                                             272        (62)        1,214
                                          ------   --------       -------
  Foreign:
     Current                                 180        365           450
                                          ------   --------       -------
                                          $2,900   $   (349)      $ 6,255
                                          ======   ========       =======



================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-10
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


     The tax effect of the principal temporary differences and carryforwards 
that give rise to the Company's deferred tax asset is as follows (in thousands):



 
                                                February 28,   February 28,
                                                    1995           1994
                                                -------------  -------------
                                                         
 
Reserves for adjustments and allowances              $ 8,507        $10,068
Vacation and incentive compensation accruals           5,443          3,053
Net operating loss carryforwards                       2,247          4,321
Tax credit carryforwards                               1,063            940
Other                                                   (377)         1,001
                                                     -------        -------
Deferred income tax asset                             16,883         19,383
Valuation allowance                                   (3,330)        (3,330)
                                                     -------        -------
Deferred income tax asset, net                       $13,553        $16,053
                                                     =======        =======


     Because of the reported fiscal 1994 losses, a $3.3 million valuation
allowance was established in fiscal 1994 for deferred tax assets. In fiscal
1995, although pretax income increased $14.1 million to $1.2 million, the
Company has maintained the valuation allowance. The Company has deferred tax
assets related to net operating loss carryforwards of $2.2 million, of which
$0.4 million expire in fiscal 2004 and $1.8 million expire in 2009.
Additionally, the Company has $1.1 million of tax credit carryforwards, the
majority of which do not expire.

     The actual income tax provision (benefit) varied from the income tax
provision (benefit) at the federal statutory rate over the last three years
because of the following differences (in thousands):



 
                                     February 28,  February 28,   February 28,
                                         1995          1994           1993
                                     ------------  -------------  -------------
                                                         
 
Income tax (benefit) computed at
 federal statutory tax rate                $  421       $(4,378)        $5,064
                                           ------       -------         ------
Changes in tax rate (benefit) from:
 Goodwill amortization                        867         1,274            793
 Differences between book and tax
  basis of businesses sold                     92           947           (508)
 State income taxes                           180           (41)           801
 Foreign taxes                                840           615           (215)
 Valuation allowance                            -         1,180              -
 Meals and entertainment                      358           185             59
 Other                                        142          (131)           261
                                           ------       -------         ------
 
                                            2,479         4,029          1,191
                                           ------       -------         ------
                                           $2,900       $  (349)        $6,255
                                           ======       =======         ======


     The fiscal 1995 tax provision reflects the repatriation of overseas funds
to the United States during fiscal 1995, that currently could not be offset by
foreign tax credits.  During fiscal 1995, ICF Kaiser's 1989-1992 tax returns
were accepted as filed, resulting in the receipt of refunds from the Internal
Revenue Service (IRS) with interest.  An agreement also was reached with the IRS
as to the amount of interest owed in connection with previously settled years
(1977-1986).  The overall impact on pretax earnings was a reduction of net
interest expense of $1.3 million related to interest refunds.

     In fiscal 1993, ICF Kaiser reached a favorable settlement with the IRS on
the examination of ICF Kaiser Engineers Group, Inc.'s (KEGI) income tax returns
for 1977-1986. This resolution allowed the Company to adjust a portion of the
amounts previously provided for in connection with the 1988 acquisition of KEGI
and its subsidiaries. The resolution of this pre-acquisition contingency has
been reflected in unusual items in the accompanying statement of operations for
fiscal 1993 (see Note P). The IRS previously had


================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-11
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


completed its review of KEGI's 1987 and 1988 income tax returns without
adjustment.  As such, all years through 1988 are closed.  In fiscal 1993, ICF
Kaiser also reached an agreement with a former subsidiary to retain its net
operating losses, which favorably reduced the effect of differences between the
book and tax basis of the Company.

NOTE I--PREFERRED STOCK

     Preferred Stock of the Company is as follows:

 
 

                                                     February 28,   February 28,
                                                        1995           1994
                                                     -------------  ------------
                                                           (In thousands)
                                                                  
 Redeemable Preferred Stock (of Subsidiary), par value
  $0.01 per share; liquidation value $21,280,000;
  authorized 3,500,000 shares;
  issued and outstanding - 700,000 shares at
  February 28, 1994                                          $     -   $   799
                                                             -------   -------
 
 
Series 2D Senior Preferred Stock, par value
 $0.01 per share; liquidation value $20,000,000;
 200 shares designated, issued, and
 outstanding                                                  20,000    20,000
Less unamortized discount, warrant value, and issue
 costs                                                          (383)     (587)
                                                             -------   -------
                                                              19,617    19,413
                                                             -------   -------
 
Redeemable Preferred Stock                                   $19,617   $20,212
                                                             =======   =======


     Redeemable Preferred Stock (of Subsidiary): In connection with the
acquisition of KEGI, 3,500,000 shares of KEGI Series 1 Redeemable Preferred
Stock were issued to the KEGI Employee Stock Plan Trust in partial consideration
for ICF Kaiser's purchase of all of the outstanding shares of Series A and
Series P Preferred Stock of KEGI. Dividends on these shares were $0.0685 per
share per annum noncumulative, payable annually. A total of 700,000 shares were
redeemed during each of the fiscal years 1995, 1994, and 1993. The final
redemption was made on September 30, 1994.

     Senior Preferred Stock:  The Series 2D Senior Preferred Stock (Series 2D
Preferred Stock) together with five-year detachable warrants (Series 2D
Warrants) were issued in fiscal 1992 for a price of $20,000,000 (less a discount
of $100,000).  Of the net price of $19,900,000, $400,000 was allocated to the
value of the warrants and $19,500,000 was allocated to the value of the stock.
The value of the Series 2D Preferred Stock was reduced further by issue costs.

     Dividends on the Series 2D Preferred Stock are $9,750 per share per annum,
cumulative.  Each of the shares has a liquidation preference of $100,000 ($20
million in the aggregate).  The issue carries voting rights equal to 2,380,952
shares of ICF Kaiser Common Stock.  The Series 2D Preferred Stock may be
redeemed at ICF Kaiser's option at 106.25% of the original price and is subject
to mandatory redemption at liquidation value on January 13, 1997.

     The Series 2D Warrants expire in May 1997 and may be exercised for
2,680,952 shares of ICF Kaiser Common Stock at an exercise price of $6.90 per
share. In lieu of exercising the warrants, the holder may, at the holder's
option, require the Company to pay it cash or issue shares of ICF Kaiser's
Common Stock equal to the difference between the current market price of the
Company's common stock and 90% of the warrants' current exercise price.
Additional warrants may be issued under certain anti-dilution provisions.

================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-12
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

     Junior Preferred Stock:  The Company has designated 200 shares of Series 1
Junior Convertible Preferred Stock, par value $0.01 per share, with a
liquidation value of $20,000,000 and 500,000 shares of Series 4 Junior Preferred
Stock, par value $0.01 per share, with a liquidation value of $500,000.  There
were no shares issued or outstanding on either series as of February 28, 1995
and 1994.

NOTE J--COMMON STOCK

     Notes Receivable Related to Common Stock:  Notes receivable related to ICF
Kaiser Common Stock pertain to the issuance of promissory notes to certain
members of senior management in accordance with their compensation agreements
collateralized by shares of ICF Kaiser Common Stock.

     Shareholder Rights Plan:  The Shareholder Rights Plan (Rights Plan) is
designed to provide the Board of Directors (the Board) with the ability to
negotiate with a person or group that might, in the future, make an unsolicited
attempt to acquire control of ICF Kaiser, whether through the accumulation of
shares in the open market or through a tender offer that does not offer an
adequate price.  The Rights Plan provides for one Right (Right) for each
outstanding share of ICF Kaiser Common Stock.  Each Right entitles the holder to
purchase 1/100 of a share of Series 4 Junior Preferred Stock at a purchase price
of $50.  The Rights generally may cause substantial dilution to a person or
group that attempts to acquire the Company on terms not approved by the Board.
The Rights should not interfere with any merger or other business combination
approved by the Board because the Board may, at its option, following the
acquisition by any person or group of 20% of the outstanding shares of ICF
Kaiser Common Stock, redeem the Rights upon payment of the redemption price of
$0.01 per Right.  The Rights are not triggered by the acquisition of beneficial
ownership of more than 20% of ICF Kaiser Common Stock by the initial holder of
the Series 2D Preferred Stock.  Unless redeemed earlier by the Board,
unexercised Rights expire on January 13, 2002.

NOTE K--LEASES

     Future minimum payments on noncancelable operating leases for office space,
and on other noncancelable operating leases with initial or remaining terms in
excess of one year, were as follows on February 28, 1995 (in thousands):


 
                     Year Ended             Operating
                    February 28,             Leases
                    ------------            ---------
                                                 
                                                       
                    1996                     $ 25,070  
                    1997                       19,940  
                    1998                       14,861  
                    1999                       13,500  
                    2000                       13,367  
                    Thereafter                 27,193  
                                             --------  
                                             $113,931  
                                             ========   


     The total rental expense for all operating leases was $31,176,000,
$30,833,000, and $31,567,000 in fiscal years 1995, 1994, and 1993, respectively.
Sublease rental income was $3,944,000, $2,225,000, and $1,435,000, in fiscal
years 1995, 1994, and 1993, respectively.  Minimum future sublease rentals to be
received under noncancelable subleases during fiscal 1996 are approximately
$2,916,000.

NOTE L--STOCK OPTIONS

     The ICF Kaiser Stock Incentive Plan provides for the issuance of
options, stock appreciation rights, restricted shares, and restricted stock
units of up to an aggregate of 6,000,000 shares of ICF Kaiser Common Stock.
Awards are made to  employees of ICF Kaiser at the discretion of the
Compensation Committee of the Board.  The plan provides that the option price is
not to be less than the fair market value on the date of grant.


================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-13
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENT (continued)

     Stock option activity under this plan and other options granted for the 
last three years is as follows:



 
                                    Shares     Option Price
                                    ------     ------------
                                        
 
    Balance, March 1, 1992        1,872,000   $3.46 to $17.00
 
    Granted                       1,096,000   $5.99 to $9.59
    Cancelled                      (653,000)  $3.46 to $16.23
    Expired                        (339,000)  $6.07 to $16.23
    Exercised                       (30,000)  $8.25
                                  ---------
    Balance, February 28, 1993    1,946,000   $5.99 to $17.00
 
    Granted                         390,000   $4.17 to $6.79
    Cancelled                       (10,000)  $8.25 to $12.83
    Expired                         (30,000)  $5.04 to $12.83
                                  ---------
    Balance, February 28, 1994    2,296,000   $4.17 to $17.00
 
    Granted                         824,000   $2.34 to $4.41
    Cancelled                      (453,000)  $2.64 to $16.23
    Expired                        (250,000)  $4.41 to $16.23
                                  ---------
    Balance, February 28, 1995    2,417,000   $2.34 to $17.00
                                  =========
 
    Exercisable at
     February 28, 1995            1,237,000   $2.34 to $17.00
                                  =========


     The number of shares available for the granting of options was 1,969,000,
2,087,000, and 2,525,000 at February 28, 1995, 1994, and 1993, respectively.  At
February 28, 1995, there were 50,000 exercisable options outstanding at an
option price below the February 28, 1995, fair market value of ICF Kaiser Common
Stock.  In May 1992, the Company cancelled 570,000 options granted to employees
at exercise prices of $14.32 to $16.23 and granted an equal number of options to
them at an exercise price of $8.25.

NOTE M--EMPLOYEE BENEFIT PLANS

     ICF Kaiser and certain of its subsidiaries sponsor several benefit plans
covering substantially all employees who meet minimum length of service
requirements.  These plans include:  the ICF Kaiser International, Inc.
Retirement Plan (Retirement Plan), a defined-contribution profit sharing plan
that provides for contributions by the Company based on a percentage of covered
compensation; the ICF Kaiser International, Inc. Section 401(k) Plan (401(k)
Plan), a cash or deferred-compensation arrangement that allows employees to
defer portions of their salary, subject to certain limitations; and the ICF
Kaiser International, Inc. Employee Stock Ownership Plan (ESOP) under which the
Company made contributions based on a percentage of covered compensation.
Effective March 1, 1993, the Company began matching a percentage of eligible
employee contributions to the 401(k) Plan.  In fiscal 1994, the Company made
contributions equal to 20% of the first 4% of employee contributions to the
401(k) Plan and 2% of covered compensation to the ESOP.  Effective March 1,
1994, the Company increased its matching contribution to the 401(k) Plan to 50%
of the first 4% of employee contributions and discontinued contributions to the
ESOP.  Total contributions to these plans for fiscal years 1995, 1994, and 1993
were $6,466,000, $8,041,000, and $10,220,000, respectively.

NOTE N--POSTRETIREMENT BENEFITS

     ICF Kaiser provides certain benefits, primarily health insurance, to a
limited group of retirees (and their spouses) who joined ICF Kaiser through an
acquisition.  The cost of the postretirement benefits is funded when paid and
limited to a fixed amount per retiree or spouse per month.  Effective March 1,
1993, ICF Kaiser adopted SFAS No. 106.


================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-14
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


     The Company elected the prospective transition method of recognizing the
postretirement benefit expenses.  Under this method, the Company's $14.2 million
accumulated postretirement benefit obligation (APBO) at March 1, 1993, is being
amortized over 14.5 years, the average remaining life expectancy of the retirees
and their spouses.  A discount rate of 7% was used to determine the APBO.

     Effective January 1995, the Company reduced its APBO through a reduction in
health care costs for certain participants by offering alternative health care
options that reduced the premiums paid by both the Company and the retiree.  The
health care costs for those participants is less than the Company's maximum per
person obligation.  A 5% health care cost trend rate was assumed to value the
APBO at February 28, 1995, for all future years until the year 2005 when the
cost will be in excess of the Company's maximum obligation.  A one-percentage-
point increase in the health care cost trend rate would increase the APBO at
February 28, 1995, by approximately 2%.  Due to changes in assumptions made
during fiscal 1995, including the change in health care options, the APBO was
reduced by approximately $4 million, which will be amortized over the average
remaining life expectancy of the retirees and their spouses.

    The funded status of the plan is as follows (in thousands):


 
                                                   February 28,   February 28,
                                                       1995           1994
                                                   -------------  -------------
                                                            
 
     Accumulated postretirement benefit
      obligation                                       $  9,537       $ 14,772
     Unamortized transition obligation                  (12,257)       (13,236)
     Unrecognized net gain (loss)                         4,121         (1,271)
                                                       --------       --------
     Accrued postretirement benefit cost               $  1,401       $    265
                                                       ========       ========
 
 

     The net periodic postretirement benefit cost consisted of the following 
     components (in thousands):
 
 
                                                              Fiscal Year
                                                         1995           1994
                                                       --------       --------
                                                                  
     Interest cost                                     $    920       $    938
     Amortization of transition obligation                  980            981
                                                       --------       --------
     Net periodic postretirement benefit cost          $  1,900       $  1,919
                                                       ========       ========


     All service cost related to the retirees' benefits was included in the
Company's transition obligation due to the nature of the plans which prevent
additional employees from participating in them.  Prior to the adoption of SFAS
No. 106, postretirement costs were recognized when paid.  Postretirement costs
included in expenses in fiscal year 1993 were $1,695,000.

NOTE O--BUSINESS SEGMENT, MAJOR CUSTOMERS, AND FOREIGN OPERATIONS

     Business Segment:  ICF Kaiser operates predominantly in one industry
segment in which it provides engineering, construction, and consulting services.


================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-15
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

     Major Customers:  Gross revenue from major customers was as follows (in
thousands):



 
                                                   Fiscal Year
                                           1995       1994        1993
                                         --------  -----------  --------
                                                       
 
 U.S. Department of Energy               $517,478     $312,889  $201,149
 U.S. Environmental Protection Agency      62,783       63,109    72,382
 Other U.S. government agencies            44,969       49,105    47,896
                                         --------     --------  --------
       Total U.S. government              625,230      425,103   321,427
 
 USX Corporation and affiliates             5,408        6,880    91,032
                                         --------     --------  --------
                                         $630,638     $431,983  $412,459
                                         ========     ========  ========


  Foreign Operations:  Gross revenue and operating income from foreign sales
(including sales originating in the United States) and foreign assets of all
consolidated subsidiaries and branches were as follows (in thousands):



                                                 Fiscal Year
                                        1995         1994        1993
                                      ---------  ------------  --------
                                                      
   Foreign gross revenue
       Europe                          $16,758       $11,600    $16,698
       Pacific                          35,189        21,997     33,709
       Other                             2,122         2,793      2,940
                                       -------       -------    -------
                                       $54,069       $36,390    $53,347
                                       =======       =======    =======
 
   Foreign operating income (loss)
       Europe                          $ 2,600       $ 1,742    $   682
       Pacific                            (350)       (1,899)     2,010
       Other                               (44)         (255)       158
                                       -------       -------    -------
                                       $ 2,206       $  (412)   $ 2,850
                                       =======       =======    =======
 
   Foreign assets
       Europe                          $ 9,950       $ 6,410    $ 4,565
       Pacific                          14,813        14,626     13,880
       Other                               182            14         29
                                       -------       -------    -------
                                        24,945       $21,050    $18,474
                                       =======       =======    =======



NOTE P--UNUSUAL ITEMS

     In fiscal 1994, the Company completed a corporate reorganization, performed
a comprehensive review of its key business lines and its cost structure, and
designed and implemented action plans intended to return the Company to long-
term profitability.  As a result, the Company recorded an $8.7 million pretax
charge to cover the cost of downsizing the work force, consolidating office
space, renegotiating significant leases, and restructuring certain international
operations.  Management expects to complete office space consolidation plans in
fiscal 1996.  All other actions have been substantially completed as of February
28, 1995.

     During the year ended February 28, 1993, the Company recognized the impact
of several unusual items: a $5,000,000 reduction of pre-acquisition
contingencies (see Note H), offset by a charge to accrue the net settlement cost
and legal expenses related to a shareholder lawsuit ($1,400,000); the write-down
to net realizable value of certain software-related assets ($3,000,000); and a
charge for severance and related costs accrued as part of a cost-reduction plan
($550,000).


================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-16
Form 10-K for Fiscal Year 1995

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE Q--SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

     Quarterly financial information for fiscal years 1995 and 1994 is presented
in the following tables (in thousands, except per share amounts):



                                    4th Qtr     3rd Qtr     2nd Qtr     1st Qtr
                                   ----------  ----------  ----------  ---------
                                                           
 
   1995
   ----
 
   Gross revenue                   $206,154    $235,912    $208,961    $210,491
   Service revenue                 $111,372    $125,345    $109,919    $113,150
   Operating income                $  3,234    $  2,962    $  3,273    $  4,219
   Net income (loss)               $   (943)   $   (323)   $   (613)   $    218
   Primary and fully diluted
     net loss per common share     $  (0.07)   $  (0.04)   $  (0.05)   $  (0.02)
   Market price per share:
     High                          $   4.38    $   4.13    $   2.63    $   3.88
     Low                           $   2.63    $   2.38    $   2.00    $   2.25
 
 
   1994
   ----
 
   Gross revenue                   $197,588    $179,227    $146,830    $128,012
   Service revenue                 $100,919    $103,910    $ 89,215    $ 88,664
   Operating income (loss)         $(13,450)   $  4,147    $  4,006    $     67
   Net income (loss) before
     extraordinary item            $(14,567)   $  1,349    $  1,347    $   (657)
   Net income (loss)               $(20,536)   $  1,349    $  1,347    $   (657)
   Primary and fully diluted
    net income (loss) per 
     common share:
       Before extraordinary item
         and redemption of 
         redeemable
         preferred stock           $  (0.74)   $   0.00    $   0.00    $  (0.09)
       Extraordinary loss on early
         extinguishment of debt       (0.29)          -           -           -
       Redemption of redeemable
         preferred stock              (0.09)          -           -           -
                                   --------    --------    --------    --------
   Total                           $  (1.12)   $   0.00    $   0.00    $  (0.09)
                                   ========    ========    ========    ========
   Market price per share:
     High                          $   5.00    $   5.38    $   5.50    $   6.88
     Low                           $   3.63    $   4.00    $   3.75    $   4.75


     At April 18, 1995, there were 20,980,960 shares of common stock outstanding
held by 1,301 holders of record.

================================================================================
ICF Kaiser International, Inc. Annual Report on                        Page F-17
Form 10-K for Fiscal Year 1995

 
                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                ICF KAISER INTERNATIONAL, INC. AND SUBSIDIARIES
                                (in thousands)
 
 

-----------------------------------------------------------------------------------------------
     COLUMN A                          COLUMN B        COLUMN C        COLUMN D       COLUMN E
------------------------------------------------------------------------------------------
                                                      Additions
                                                   ---------------- 
                                       Balance at  Charged to                        Balance at
                                       beginning   costs and                           end of 
           Description                 of period    expenses  Other    Deductions      period
-----------------------------------------------------------------------------------------------
                                                                            
Year ended February 28, 1995:
  Deducted from asset account
  Allowance for doubtful 
    accounts                            $10,197     $1,406       --     $1,739(1)      $ 9,864
   
  Deducted from asset account
    and included in other 
    liabilities  
  Provision for future losses
    on contracts                            179        664       --         --             843
                                   ------------------------------------------------------------
                                        $10,376     $2,070       --     $1,739         $10,707
                                   ============================================================

Year ended February 28, 1994:
  Deducted from asset account
  Allowance for doubtful 
    accounts                            $ 8,977     $2,509       --     $1,289(2)      $10,197
  
  Included in other liabilities  
  Provision for future losses
    on contracts                            464         --       --        285(3)          179
                                   ------------------------------------------------------------
                                        $ 9,441     $2,509       --     $1,574         $10,376
                                   ============================================================

Year ended February 28, 1993:
  Deducted from asset account
  Allowance for doubtful 
    accounts                            $ 9,361     $3,085       --     $3,469(4)      $ 8,977
  
  Included in other liabilities  
  Provision for future losses
    on contracts                          2,351        564       --      2,451(3)          464
                                   ------------------------------------------------------------
                                        $11,712     $3,649       --     $5,920         $ 9,441
                                   ============================================================
------------------------------------------------------------------------------------------
 
(1) Reflects amounts written off against the allowance and related accounts
    receivable accounts and settlement of doubtful accounts.
(2) Reflects amounts written off against the allowance and related accounts 
    receivable accounts.
(3) Reflects losses charged against the provision for contract losses.
(4) Reflects amounts written off against the allowance and related accounts
    receivable accounts and amounts written off to the provision for
    restructuring and disposal of businesses.

================================================================================
ICF Kaiser International, Inc. Annual Report on                         Page S-1
Form 10-K for Fiscal Year 1995
                                                                         

EX-4.A.1

 
                                                                 Exhibit 4(a)(1)
================================================================================




 
                    ICF KAISER INTERNATIONAL, INC., Issuer
 
 
 
                                      TO
 
 
 
                         THE BANK OF NEW YORK, Trustee
 
 
 
 
                                ---------------

 
 
                         First Supplemental Indenture
 
                         Dated as of February 17, 1995
 
 
                                ---------------
 
 
 
                    12% Senior Subordinated Notes due 2003
 





================================================================================

 
     THIS FIRST SUPPLEMENTAL INDENTURE dated as of February 17, 1995, is entered
into by and between ICF KAISER INTERNATIONAL, INC., a Delaware corporation (the
"Company"), and THE BANK OF NEW YORK, a New York banking corporation (the
"Trustee").

                                  WITNESSETH:

     WHEREAS, the Company and the Trustee have heretofore executed and delivered
an Indenture dated as of January 11, 1994 (the "Indenture") for the purpose of
issuing the Notes.  Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.

     WHEREAS, Section 10.02 of the Indenture provides that with the written
consent of the Holders of at least a majority in principal amount of the then-
outstanding Notes, the Company and the Trustee for the Notes may amend the
Indenture (such amendment hereinafter referred to as a supplemental indenture).

     WHEREAS, the Company has obtained the written consent of the Holders of at
least a majority of the outstanding Notes as of February 17, 1995, to amend
Section 5.06(b)(G) and Section 5.06(b)(H) of the Indenture, with such amendment
to be effectuated by a supplemental indenture hereinafter referred to as the
First Supplemental Indenture to the Indenture.

     WHEREAS, upon the request of the Company, accompanied by a resolution of
the Board of Directors of the Company authorizing the execution of the First
Supplemental Indenture, and upon the filing with the Trustee of evidence of the
consent of the Holders as aforesaid, and upon receipt by the Trustee of the
documents described in Section 10.06, the Trustee shall join with the Company in
the execution of the First Supplemental Indenture.

     WHEREAS, the Trustee has accepted the trusts created by First Supplemental
Indenture and in evidence thereof has joined in the execution hereof.


     NOW, THEREFORE,

     This First Supplemental Indenture dated as of February 17, 1995,
WITNESSETH, that, in consideration of the premises and of acceptance by the
Trustee of the trusts created hereby and by the Indenture, and also for and in
consideration of the sum of one dollar to the Company duly paid by the Trustee
at or before the execution and delivery of this First Supplemental Indenture,
the receipt of which is hereby acknowledged, IT IS HEREBY COVENANTED AND AGREED,
by and between the Company and the Trustee, as follows:

     1.   Unless defined elsewhere herein, capitalized terms defined in the
Indenture dated as of January 11, 1994, are used herein as therein defined.

                                                                     Page 2 of 5

 
     2.   Section 5.06(b)(G) of the Indenture is hereby amended by inserting the
following language after the second semi-colon and before the word "or":

          and provided, further, that prior to January 13, 1997, the Company
          shall not redeem any of the outstanding shares of the Company's Series
          2D Senior Preferred Stock until the Company delivers to the Trustee an
          Officers' Certificate certifying that the Company's earnings before
          interest and taxes for the most recent twelve (12) month period
          calculated in accordance with generally accepted accounting principles
          equalled or exceeded $27 million. Nothing contained in this further
          proviso shall affect the Company's right to redeem the Series 2D
          Senior Preferred Stock no later than January 13, 1997;

As amended, Section 5.06(b)(G) of the Indenture shall read in its entirety as
follows:

          (G) the Company from redeeming for cash all (but not less than all) of
     the outstanding shares of the Company's Series 2D Senior Preferred Stock;
     provided, however, that such redemption shall not be at a price in excess
     of the redemption price set forth in Section 17.01 of the Company's Amended
     and Restated Certificate of Incorporation in effect as of the date of this
     Indenture; and provided, further, that prior to January 13, 1997, the
     Company shall not redeem any of the outstanding shares of the Company's
     Series 2D Senior Preferred Stock until the Company delivers to the Trustee
     an Officers' Certificate certifying that the Company's earnings before
     interest and taxes for the most recent twelve (12) month period calculated
     in accordance with generally accepted accounting principles equalled or
     exceeded $27 million.  Nothing contained in this further proviso shall
     affect the Company's right to redeem the Series 2D Senior Preferred Stock
     no later than January 13, 1997; or

     3.   Section 5.06(b)(H) of the Indenture is hereby amended to increase from
four (4) to six (6) the number of Series 2D Senior Preferred Stock regular
quarterly dividend payments payable under the provisions of Section 5.06(b)(H)
of the Indenture.  In addition, Section 5.06(b)(H) is hereby amended to change
the word "regularly" to "regular" in order to correct a typographical error that
has been in the Indenture since January 11, 1994.  As amended, Section
5.06(b)(H) of the Indenture shall read in its entirety as follows:

          (H) the Company from making (1) the final redemption payment, in an
     amount not to exceed $799,400, on the 700,000 outstanding shares of ICF
     Kaiser Engineers Group, Inc. Series 1 Redeemable Preferred Stock on
     September 30, 1994 or from paying on such date accumulated dividends on
     such shares in an amount not to exceed $47,950 or (2) payments of up to six
     regular quarterly dividends, each such quarterly dividend payment not to
     exceed $487,500 in the aggregate or $2,437.50 per share on the outstanding
     shares of the Company's Series 2D Senior Preferred Stock.

                                                                     Page 3 of 5

 
     4.   Miscellaneous

          (a) The Trustee accepts the trusts created by the Indenture, as
amended and supplemented hereby, and agrees to perform the same upon the terms
and conditions of the Indenture.

          (b) The recitals contained herein shall be taken as statements of the
Company, and the Trustee assumes no responsibility for their correctness.  The
Trustee makes no representations as to the validity or sufficiency of this First
Supplemental Indenture.

          (c) Each of the Company and the Trustee makes and reaffirms as of the
date of execution of this First Supplemental Indenture all of its respective
representations, warranties, covenants and agreements set forth in the
Indenture.

          (d) All covenants and agreements in this First Supplemental Indenture
by the Company or the Trustee shall bind its respective successors and assigns,
whether so expressed or not.

          (e) In case any provision in this First Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

          (f) Nothing in this First Supplemental Indenture, express or implied,
shall give to any person, other than the parties hereto and their successors
under the Indenture and the holders of the Notes, any benefit or any legal or
equitable right, remedy or claim under the Indenture.

          (g) If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act of 1939, as may be amended from time to
time (the "Act"), that is required under such Act to be a part of and govern
this First Supplemental Indenture, the latter provision shall control.  If any
provision hereof modifies or excludes any provision of such Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this
First Supplemental Indenture as to modified or excluded, as the case may be.

          (h) This First Supplemental Indenture shall be governed by and
construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws provisions thereof.

          (i) All provisions of this First Supplemental Indenture shall be
deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as amended and supplemented by this First Supplemental Indenture,
shall be read, taken and construed as one and the same instrument.

     This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be an original, but all such
counterparts shall together constitute but one and the same instrument.

                                                                     Page 4 of 5

 
     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and the Company and the Trustee have caused their
respective corporate seals to be hereunto affixed and attested, all as of
February 17, 1995.

                                       ICF KAISER INTERNATIONAL, INC.



                                       By: /s/Richard K. Nason                
                                          -----------------------------------  
                                       Name:  Richard K. Nason                
                                       Title: Executive Vice President and    
                                              Chief Financial Officer          
[Seal}

ATTEST:

/s/Cynthia L. Hathaway
-----------------------------------
     Cynthia L. Hathaway
     Assistant Secretary


                                       THE BANK OF NEW YORK



                                       By: /s/Jim Leuzes                      
                                          -----------------------------------  
                                       Title: Assistant Vice President     

[Seal}

ATTEST:



/s/Marylou Miouin
-----------------------------------
Title:  Assistant Vice President

                                                                     Page 5 of 5

EX-10.A.2

 
                                                                Exhibit 10(a)(2)
                                SECOND AMENDMENT
                                ----------------

        SECOND AMENDMENT, dated as of August 31, 1994 (this "Amendment"), to the
                                                             ---------          
Credit Agreement, dated as of December 8, 1993 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among ICF KAISER
                                           ----------------                    
INTERNATIONAL, INC., a Delaware corporation ("the Company"), the lenders parties
                                                  -------
thereto ("the Lenders") and CHEMICAL BANK, a New York banking corporation, as
              -------                                                        
agent (in such capacity, the "Agent").
                              -----   


                              W I T N E S S E T H:
                              - - - - - - - - - - 

        WHEREAS, the company, the Lenders and the Agent are parties to the
Credit Agreement; and

        WHEREAS, the Company has requested that the Lenders and  the Agent agree
to amend certain provisions of the Credit Agreement, and the Lenders and the
Agent are agreeable to such request upon the terms and subject to the conditions
set forth  herein;

        NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable  consideration  the receipt of which is
hereby acknowledged, the Company, the Lenders and the Agent hereby agree as
follows:

        1.   Definitions.  All terms defined in the Credit Agreement shall have
             -----------                                                       
such defined meanings when used herein unless otherwise defined herein.

        2.   Amendment of Subsection 1.1.  Subsection 1.1 of
             ---------------------------                    
the Credit Agreement is hereby amended by adding at the and of the definition of
"Consolidated Net Income" the following new proviso:
 -----------------------                            

   "; and provided, further, that, notwithstanding the  foregoing proviso,
          --------  -------                                               
   solely for the purpose of calculating compliance with the requirements of
   subsections  7.1(a) and  7.1(b) hereof, "Consolidated Net Income" for the the
   fiscal quarter of the Borrower ended August 31, 1994 shall include  the
   amount of the net gain directly attributable to the sale to Credit Lyonnais
   of 1,998 shares of common stock of ICF  Environnement, a private limited
   company (Societe  Anonyme), pursuant to the agreement with respect thereto
   dated July  29, 1994, to the extent that such amount would be included  in
   determining "Consolidated Net Income" but for the provisions of clause (d) of
   the preceding proviso to this definition, it being understood that such
   amount to be included pursuant to this  proviso is equal to approximately
   $551,000."

 
                                                                               2

        3.   Representations; No Default.  On and as of the  date hereof, and
             ---------------------------                                     
after giving effect to this Amendment, the  Company confirms, reaffirms and
restates that the representations and warranties set forth in Section 4 of the
Credit Agreement and in the other Loan Documents are true and correct in all
material respects, provided that the references to the Credit Agreement therein
                   --------                                                    
shall be deemed to be references to this Amendment and to the Credit Agreement
as amended by this Amendment.

        4.   Conditions to Effectiveness.  This Amendment shall become effective
             ---------------------------                                        
on and as of the date (the "Amendment Effective Date") that the Agent shall have
                            ------------------------                            
received counterparts of this Amendment, duly executed and delivered by a duly
authorized officer of each of the Company, the Agent, and the Required Lenders,
along with the written consent of each Subsidiary Guarantor in the form attached
hereto.

        5.   Limited Amendment.  Except as expressly waived and amended herein,
             -----------------                                                 
the Credit Agreement shall continue to be, and shall remain, in full force and
effect.  This Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Lenders may now have or may have in the future under or in connection
with the Credit Agreement or any of the  instruments or agreements referred to
therein, as the same may be amended from time to time.

        6.   Costs and Expenses.  The Company agrees to pay or reimburse the
             ------------------                                             
Agent for all its reasonable and customary  out-of-pocket costs and expenses
incurred in connection with the  preparation, negotiation and execution of this
Amendment, and the consummation of the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of its
counsel.

        7.   Counterparts.  This Amendment may be executed by one or more of the
             ------------                                                       
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be  deemd to constitute one and the
sameinstrument.

        8.   GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
             -------------                                                     
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 
                                                                               3

        IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.


                                                  ICF KAISER INTERNATIONAL, INC.


                                                 By:   Rich K Nason
                                                    ---------------------------
                                                    Title: Senior Vice President
                                                             and Treasurer

                                                 CHEMICAL BANK, as Agent, as
                                                 and as a Lender


                                                 By:
                                                    ----------------------------
                                                    Title:

                                                 CHEMICAL BANK DELAWARE, as an
                                                 Issuing Bank


                                                 THE BANK OF TOKYO, LTD.,
                                                   NEW YORK AGENCY


                                                 By:
                                                    ----------------------------
                                                    Title:


                                                 AMERICAN SECURITY BANK


                                                 By:
                                                    ----------------------------

                                                 BHF-BANK


                                                 By:
                                                    ----------------------------
                                                    Title:


                                                 By:
                                                    ----------------------------
                                                    Title:

                                                 THE BANK OF NOVA SCOTIA


                                                 By:
                                                    ----------------------------
                                                    Title:

 
                                                                               4


                                                 BANCA COMMERCIALE ITALIANA
                                                   NEW YORK BRANCH


                                                 By:
                                                    ----------------------------
                                                    Title:


                                                 By:
                                                    ----------------------------
                                                    Title:


                                                 THE FUJI BANK, LIMITED


                                                 By:
                                                    ----------------------------
                                                    Title:


                                                 CORESTATES BANK, N.A.


                                                 By:
                                                    ----------------------------
                                                    Title:

 
                                                                               5


                                    CONSENT



        Each of the undersigned Subsidiary Guarantors hereby consents and agrees
to the provisions of the foregoing Amendment, and hereby affirms that upon the
effectiveness of the foregoing Amendment, each Loan Document to which it is a
party shall continue to be, and shall remain, in full force and effect.



                                              CLEMENT INTERNATIONAL CORPORATION



                                              By:    Rich K. Nason
                                                  ----------------------------
                                                  Title:  Authorized
                                                          Representative


                                              CYGNA GROUP, INC.



                                              By:    Rich K. Nason
                                                  ----------------------------
                                                  Title:  Authorized
                                                          Representative


                                                EXCELL DEVELOPMENT CONSTRUCTION,
                                                  INC.



                                              By:    Rich K. Nason
                                                  ----------------------------
                                                  Title:  Authorized
                                                          Representative


                                              ICF CONSULTING ASSOCIATES, INC.


                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative

 
                                                                               6

                                              ICF INCORPORATED



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              ICF INFORMATION TECHNOLOGY, INC.



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              ICF KAISER ENGINEERS GROUP, INC.



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative



                                              ICF KAISER ENGINEERS, INC.


                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative         




 
                                                                               7

                                              


                                              ICF RESOURCES INCORPORATED



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              ICF TECHNOLOGY INCORPORATED



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              KAISER ENGINEERS HANFORD COMPANY



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative



                                              ICF LEASING CORPORATION, INC.



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              PHASE LINEAR SYSTEMS INCORPORATED



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              TUDOR ENGINEERING COMPANY



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative

 
                                                                               8


                                              HENRY J. KAISER COMPANY



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              ICF KAISER ENGINEERS (CALIFORNIA)
                                                CORPORATION



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              KAISER ENGINEERS AND CONSTRUCTORS,
                                                INC.



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              KAISER ENGINEERS INTERNATIONAL,
                                                INC.



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative


                                              KE LIVERMORE, INC.



                                              By:    Rich K. Nason
                                                 -----------------------------
                                                 Title:  Authorized
                                                         Representative

 
                                                                               9

                                             ICF KAISER ENGINEERS MASSACHUSETTS,
                                               INC.



                                             By:     Rich K. Nason
                                                -------------------------------
                                                Title:  Authorized
                                                        Representative


                                             ICF KAISER HOLDINGS UNLIMITED, INC.



                                             By:     Rich K. Nason
                                                -------------------------------
                                                Title:  Authorized
                                                        Representative


                                              ICF KAISER ENGINEERS CORPORATION



                                              By:    Rich K. Nason
                                                 ------------------------------
                                                 Title:  Authorized
                                                         Representative


                                              KE SERVICES CORPORATION



                                              By:    Rich K. Nason
                                                 ------------------------------
                                                 Title:  Authorized
                                                         Representative

EX-10.A.3

                                                                               1
 
                                                                Exhibit 10(a)(3)
                                THIRD AMENDMENT
                                ---------------


        THIRD AMENDMENT, dated as of February 28, 1995 (this "Amendment"), to
                                                              ---------      
the Credit Agreement, dated as of December 8, 1993 (as amended prior to the date
hereof and as further amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among ICF KAISER INTERNATIONAL, INC. a Delaware
           ----------------                                                   
corporation (the "Borrower"), the lenders parties thereto (the "Lenders") and
                  --------                                      -------      
CHEMICAL BANK, a New York banking corporation, as agent (in such capacity, the
                                                                              
"Agent").
------   


                              W I T N E S S E T H:
                              - - - - - - - - - - 

        WHEREAS, the Company, the Lenders and the Agent are parties to the
Credit Agreement; and

        WHEREAS, the Company has requested that the Lenders and the Agent agree
to amend certain provisions of the Credit Agreement, and the Lenders and the
Agent are agreeable to such request upon the terms and subject to the conditions
set forth herein;

        NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the Company, the Lenders and the Agent hereby agree as
follows:

        1.  Definitions.  All terms defined in the Credit Agreement shall have
            -----------                                                       
such defined meanings when used herein unless otherwise defined herein.

        2.  Amendment of Subsection 1.1.  (a)  Subsection 1.1  of the Credit
            ---------------------------                                     
Agreement is hereby amended by deleting therefrom the definition of "Adjusted
Consolidated Net Income" and inserting in lieu thereof the following new
definition:

        '"Adjusted Consolidated Net Income":  for any fiscal period,
          --------------------------------                          
    Consolidated Net Income for such fiscal period, plus, without duplication
                                                    ----                     
    and to the extent reflected as a charge in the statement of such
    Consolidated Net Income, the sum of (a) income tax expense, (b) Consolidated
    Interest Expense and (c) depreciation and amortization expense.'

        (b) Subsection 1.1 of the Credit Agreement is hereby amended by adding,
in proper alphabetical order, the following new definitions:

        '"Capital Expenditures":  for any period the amount, without
          --------------------                                      
    duplication, of expenditures of the Borrower and its Subsidiaries,
    determined in accordance with GAAP on a consolidated basis for such period
    in respect of the

 
                                                                               2

    purchase or other acquisition of fixed or capital assets or additions to
    equipment which should be capitalized under GAAP (including by way of the
    acquisition of securities of a Person or otherwise), less the amount of the
    net proceeds of sales in the ordinary course of business of such assets for
    such period, it being understood that for the purposes hereof, expenditures
    for "capital assets" shall not include acquisitions or investments described
    in and permitted by subsection 7.10(g).'

        '"Restricted Cash Amount":  at any time, the aggregate amount of cash,
          ----------------------                                              
    Cash Equivalents and other similar short term investments, if any, of the
    Borrower and its Subsidiaries on a consolidated basis (i) held in the
    ordinary course of business in accounts located outside of the United States
    solely because the repatriation thereof would, in the reasonable judgement
    of the Borrower, result in substantial adverse tax consequences or (ii) held
    in accounts for the purposes described in subsections 7.3(c) or (d), in each
    case in accordance with the historical practices of the Company and its
    Subsidiaries concerning working capital and cash management or payment of
    Indebtedness or other obligations.'

        '"Unrestricted Cash Amount":  at any time, the  aggregate amount of
          ------------------------                                         
    cash, Cash Equivalents and other similar short term investments, if any, of
    the Borrower and its Subsidiaries on a consolidated basis other than the
    Restricted Cash Amount at such time.'

        3.  Amendment of Subsection 2.3.  Subsection 2.3 of the Credit Agreement
            ---------------------------                    
is hereby amended by deleting the second sentence thereof and inserting in lieu
thereof the following sentence:

    "Each borrowing under the Commitments shall be in an amount equal to (x) in
    the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess
    thereof (or, if the then Available Commitments are less than $500,000, such
    lesser amount) and (y) in the case of Eurodollar Loans, $500,000 or a whole
    multiple of $100,000 in excess thereof."

        4.  Amendment of Subsection 2.6.  Subsection 2.6 of the Credit Agreement
            ---------------------------                    
is hereby amended by deleting the fourth sentence thereof and inserting in lieu
thereof the following sentence:

    "Partial prepayments shall be in an aggregate principal amount of $500,000
    or a whole multiple of $100,000 in excess thereof."

        5.  Amendment of Subsection 5.2.  Subsection 5.2 of the Credit Agreement
            ---------------------------                    
is hereby amended by deleting paragraph (c)

 
                                                                               3

thereof and inserting in lieu thereof the following new paragraph (c):

        "(c)  Certificate.  In the case of each Loan, the Agent shall have
              -----------                                                 
    received a certificate of a Responsible Officer of the Company certifying
    that after giving effect to any such Loan and the application of the
    proceeds thereof within two Business Days of the requested date of such
    Loan, (i) the Restricted Cash Amount on such date will not be greater than
    $15,000,000 and (ii) the Unrestricted Cash Amount on such date will not be
    greater than $5,000,000."

        6.  Amendment of Subsection 7.1.  (a)  Subsection 7.1 of the Credit
            ---------------------------                      
Agreement is hereby amended by deleting such subsection 7.1 in its entirety and
inserting in lieu thereof the following new subsection 7.1:

        "7.1  Financial Condition Covenants.
              ----------------------------- 

        (a)  Fixed Charge Coverage.  Permit, for each of (i) the fiscal quarters
             ---------------------                          
    ending on each of February 28, 1995 and May 31, 1995, (ii) the period of two
    consecutive fiscal quarters ending on August 31, 1995, (iii) the period of
    three consecutive fiscal periods ending on November 30, 1995, (iv) the
    period of four consecutive fiscal periods ending on February 28, 1996 and
    (v) each period of four consecutive fiscal quarters ending thereafter, the
    ratio of (i) the sum of (A) Adjusted Consolidated Net Income for such period
    plus (B) Consolidated Lease Expense for such period minus (C) Capital
    Expenditures for such period to (ii) the sum of (A) Consolidated Fixed
    Charges for such period plus (B) the aggregate amount of dividends paid in
    cash on shares of each class of preferred Capital Stock of the Borrower
    during such period, to be less than the ratio set forth opposite such Test
    Period below:



 
                              Fixed Charge
          Period Ending      Coverage Ratio
        ------------------   --------------
                          
        February 28, 1995    1.00:1.00
        May 31, 1995         1.00:1.00
        August 31, 1995      1.05:1.00
        November 30, 1995    1.10:1.00
        February 28, 1996    1.15:1.00
        Thereafter           1.20:1.00


        (b) Interest Coverage.  Permit, for each of (i) the fiscal quarters
            -----------------                                              
    ending on each of February 28, 1995 and May 31, 1995, (ii) the period of two
    consecutive fiscal quarters ending on August 31, 1995, (iii) the period of
    three consecutive fiscal periods ending on November 30, 1995, (iv) the
    period of four consecutive fiscal periods ending on February 28, 1996 and
    (v) each period of four consecutive

 
                                                                               4

    fiscal quarters ending thereafter, the ratio (the "Interest Coverage Ratio")
                                                       -----------------------  
    of (A) Adjusted Consolidated Net Income for such period to (B) Consolidated
    Interest Expense for such period, to be less than the ratio set forth
    opposite the last day of such period below:



                                Interest
          Period Ending      Coverage Ratio
        ------------------   --------------
                          
        February 28, 1995    1.40:1.00
        May 31, 1995         1.45:1.00
        August 31, 1995      1.50:1.00
        November 30, 1995    1.60:1.00
        February 28, 1996    1.80:1.00
        Thereafter           2.00:1.00


        (c) Consolidated Funded Indebtedness to Consolidated Capital Funds.
            --------------------------------------------------------------  
    Permit the ratio of Consolidated Funded indebtedness to Consolidated Capital
    Funds on the last day of any fiscal quarter ending during any "Test Period"
    set forth below to be greater than the ratio set forth opposite such period
    below:



 
                 Test Period                        Ratio
                 -----------                       --------
                                                
    Closing Date through May 31, 1994               .76:1.0
    June 1, 1994 through November 30, 1994          .75:1.0
    December 1, 1994 through August 31, 1995        .78:1.0
    September 1, 1995 through November 30, 1995     .77:1.0
    December 1, 1995 through February 28, 1996      .76:1.0
    Thereafter                                      .75:1.0"


        7.  Amendment of Section 6.  Section 6 of the Credit Agreement is hereby
            ----------------------                                              
amended by adding at the end thereof the following new subsection:

        "6.13  Restricted and Unrestricted Cash.  Use its best efforts to manage
               --------------------------------                                 
    its working capital and cash to ensure at all times that (i) the Restricted
    Cash Amount does not exceed $15,000,000 or (ii) the Unrestricted Cash Amount
    does not exceed $10,000,000, and, in the event that it becomes aware of any
    such excess in existence at any time, promptly to prepay the Loans in the
    amount of such excess at such time."

        8.  Representations; No Default.  On and as of the date hereof, and
            ---------------------------                   
after giving effect to this Amendment, the Company confirms, reaffirms and
restates that the representations and warranties set forth in Section 4 of the
Credit Agreement and in the other Loan Documents are true and correct in all
material respects, provided that the references to the Credit Agreement therein
                   --------                                  
shall be deemed to be references to this Amendment and to the Credit Agreement
as amended by this Amendment.

 
                                                                               5

        9.  Conditions to Effectiveness.  This Amendment shall become effective
            ---------------------------                                        
on and as of the date (the "Amendment Effective Date") that:
                            ------------------------        

        (a)  the Agent shall have received counterparts of this Amendment, duly
    executed and delivered by a duly authorized officer of each of the Company,
    the Agent, and the Required Lenders, along with the written consent of each
    Subsidiary Guarantor in the form attached hereto; and

        (b) the Agent shall have received, for the account of each Lender, an
    amendment fee in an amount equal to 3/8 of 1% of such Lender's total
    Commitment.

        10. Limited Amendment.  Except as expressly waived and amended herein,
            -----------------                                                 
the Credit Agreement shall continue to be, and shall remain, in full force and
effect. This Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Lenders may now have or may have in the future under or in connection
with the Credit Agreement or any of the instruments or agreements referred to
therein, as the same may be amended from time to time.

        11. Costs and Expenses.  The Company agrees to pay or reimburse the
            ------------------                                             
Agent for all its reasonable and customary out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, and the consummation of the transactions contemplated hereby,
including, without limitation, the reasonable fees and disbursements of its
counsel.

        12. Counterparts.  This Amendment may be executed by one or more of the
            ------------                                    
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

        13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
            -------------                                  
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 
                                                                               6
        IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.


                                                  ICF KAISER INTERNATIONAL, INC.


                                                   By:__________________________
                                                      Title:

                                                   CHEMICAL BANK, as Agent, as
                                                   and as a Lender


                                                   By:__________________________
                                                      Title:

                                                   CHEMICAL BANK DELAWARE, as an
                                                   Issuing Bank



                                                   By:__________________________
                                                      Title:


                                                   THE BANK OF TOKYO, LTD.,
                                                   NEW YORK AGENCY


                                                   By:__________________________
                                                      Title:


                                                   NATIONSBANK, N.A.


                                                   By:__________________________
                                                      Title:


                                                   BHF-BANK


                                                   By:__________________________
                                                      Title:


                                                   By:__________________________
                                                      Title:

 
                                                                               7

                                                   THE BANK OF NOVA SCOTIA


                                                   By:__________________________
                                                      Title:


                                                   BANCA COMMERCIALE ITALIANA
                                                   NEW YORK BRANCH


                                                   By:__________________________
                                                      Title:


                                                   By:__________________________
                                                      Title:


                                                   THE FUJI BANK, LIMITED


                                                   By:__________________________
                                                      Title:


                                                   CORESTATES BANK, N.A.


                                                   By:__________________________
                                                      Title:

 
                                                                               8

                                    CONSENT



     Each of the undersigned Subsidiary Guarantors hereby consents and agrees
to the provisions of the foregoing Amendment, and hereby affirms that upon the
effectiveness of the foregoing Amendment, each Loan Document to which it is a
party shall continue to be, and shall remain, in full force and effect.



                                       CLEMENT INTERNATIONAL CORPORATION



                                       By:__________________________
                                          Title:  Authorized 
                                                  Representative


                                       CYGNA GROUP, INC.


                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       EXCELL DEVELOPMENT CONSTRUCTION, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF CONSULTING ASSOCIATES, INC.

                                       By:__________________________
                                          Title:  Authorized
                                                  Representative

 
                                                                               9

                                       ICF INCORPORATED



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF INFORMATION TECHNOLOGY, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF KAISER ENGINEERS GROUP, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF KAISER ENGINEERS, INC.


                                       By:__________________________
                                          Title:  Authorized
                                                  Representative

 
                                                                              10

                                       ICF RESOURCES INCORPORATED



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF TECHNOLOGY INCORPORATED



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF KAISER HANFORD COMPANY



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative



                                       ICF LEASING CORPORATION, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       PHASE LINEAR SYSTEMS INCORPORATED



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       TUDOR ENGINEERING COMPANY



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative

 
                                                                              11


                                       HENRY J. KAISER COMPANY



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF KAISER ENGINEERS (CALIFORNIA) 
                                       CORPORATION



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       KAISER ENGINEERS AND CONSTRUCTORS, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       KAISER ENGINEERS INTERNATIONAL, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       KE LIVERMORE, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative

 
                                                                              12


                                       ICF KAISER ENGINEERS MASSACHUSETTS, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF KAISER HOLDINGS UNLIMITED, INC.



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       ICF KAISER ENGINEERS CORPORATION



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative


                                       KE SERVICES CORPORATION



                                       By:__________________________
                                          Title:  Authorized
                                                  Representative

EX-10.D.1

 
                                                                Exhibit 10(d)(1)
                                Retirement Plan
                      Amendment No. 1 dated April 24, 1995


1. Section 8.5 of the Retirement Plan is amended effective January 1, 1993 to
add a new subsection (b)(iv) as follows:

     "Effective January 1, 1993, a Participant or "distributee" may elect at any
     time to have any portion of an "eligible rollover distribution" paid in a
     direct rollover to the trustee or custodian of an "eligible retirement
     plan" specified by the Participant or distributee, whichever is applicable.
     Payment of a direct rollover in the form of a check payable to the trustee
     or custodian of an eligible retirement plan, for the benefit of the
     Participant or distributee, may be mailed to the Participant or
     distributee.  For purposes of this Section 8.5(b)(iv) the following terms
     shall have the following meanings:

          (1)  "Distributee" means a surviving spouse or a spouse or former
     spouse who is an alternate payee under a "qualified domestic relations
     order."

          (2)  "Eligible retirement plan" means an individual retirement account
     described in Section 408(a) of the Code, an individual retirement annuity
     described in Section 408(b) of the Code, an annuity plan described in
     Section 403(a) of the Code, or a qualified trust described in Section
     401(a) of the Code that accepts an eligible rollover distribution; provided
     that if the distributee is a surviving spouse, an eligible retirement plan
     means an individual retirement account or individual retirement annuity.

          (3)  "Eligible rollover distribution" means any distribution of all or
     a portion of the Participant's Account, but does not include a distribution
     (i) in installments over a period of ten years or more, or (ii) to the
     extent it is required under Section 401(a)(9) of the Code."

2.  Section 9.5 of the Retirement Plan is amended by deleting subsection (m) and
replacing it with a new subsection (m) as follows:

     "To the extent required under Section 412 of ERISA, the Company shall
     secure fidelity bonding for the fiduciaries of the Plan.

     The Company  or the Trustee (as directed by the Committee) shall obtain a
     policy or policies of insurance for the Committee (and other fiduciaries of
     the Plan) to cover liability or loss occurring by reason of the act or
     omission of a fiduciary.  If such insurance is purchased with Trust assets,
     the policy must permit recourse by the insurer against the fiduciary in the
     case of a breach of a fiduciary obligation by such fiduciary.  To the
     extent permitted by applicable law, applicable Certificates of
     Incorporation, and the applicable By-laws, the Company shall indemnify each
     member of the Committee, the Secretary of the Committee, and any agent of
     the Committee who is an employee or director of the Company (to the extent
     permitted by law) against any personal liability or expense resulting from
     his service on or for the Committee, except such liability or expense as
     may result from his own willful misconduct."

EX-10.K

 
                                                                   Exhibit 10(k)

================================================================================
              ICF KAISER INTERNATIONAL, INC. STOCK INCENTIVE PLAN
================================================================================

     1.   Purpose.  The purpose of this plan ("Plan") is to promote the
          -------                                                      
interests of ICF Kaiser International, Inc. ("ICF Kaiser") by affording its key
employees an incentive, by means of an opportunity to acquire ICF Kaiser's
Common Stock, par value $0.01 per share, and to share in the increase in the
value of the Common Stock, to remain in the employ of the Company, and to exert
their maximum efforts in its behalf.

     2.   Administration.  The Plan shall be administered by the Compensation
          --------------                                                     
Committee ("Committee") of the Board of Directors of ICF Kaiser ("Board"). In
addition to its duties with respect to the Plan stated elsewhere in the Plan,
the Committee shall have full authority, consistently with the Plan, to
interpret the Plan, to promulgate such rules and regulations with respect to the
Plan as it deems desirable, and to make all other determinations necessary or
desirable for the administration of the Plan. All decisions, determinations, and
interpretations of the Committee shall be binding upon all persons.  The
Committee may delegate to the Chief Executive Officer of ICF Kaiser (the "CEO")
the discretion (a) to select Participants to whom Options shall be granted from
among the key employees of ICF Kaiser and its Subsidiaries, other than key
employees of ICF Kaiser who are required to file reports with the Securities and
Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended , and (b) as set forth below in the Plan, to perform such other
functions of the Committee as are specified in this Plan with respect to
Participants other than key employees of ICF Kaiser who are required to file
reports with the Securities and Exchange Commission pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended.

     3.   Shares Subject to the Plan.  The aggregate combined number of shares
          --------------------------                                          
of Common Stock which may be covered by stock options ("Options"), stock
appreciation rights ("SARs"), restricted shares ("Restricted Shares"), and
restricted stock units ("Restricted Stock Units") granted pursuant to the Plan
is 6,000,000 shares, subject to adjustment under Section 8.  Shares which may be
delivered on exercise or settlement of Options, SARs, Restricted Shares, or
Restricted Stock Units may be previously issued shares reacquired by ICF Kaiser
or authorized but unissued shares. Shares covered by Restricted Shares or
Restricted Stock Units that are forfeited and shares covered by Options that
expire unexercised or are cancelled (without having been surrendered upon the
exercise of SARs, whether settled in cash or Common Stock) shall again be
available for grant under the Plan.

     4.   Eligibility.  The Committee or the CEO, as the case may be, shall from
          -----------                                                           
time to time in its or his or he discretion select the employees to whom
Options, SARs, Restricted Shares, and Restricted Stock Units shall be granted
("Participants") from among the key employees of ICF Kaiser and its subsidiary
corporations ("Subsidiaries").

     5.   Options.
          ------- 

          (a)  The Committee or the CEO, as the case may be, shall in its or his
or her discretion determine the time or times when options shall be granted and
the number of shares of Common Stock to be subject to each Option. In the case
of an incentive stock option, as defined in Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), the aggregate fair market value
(determined as of the date the Option is granted) of the stock which for any
Options may become exercisable by a Participant for the first time by such
individual during any calendar year (under all incentive stock option plans of
ICF Kaiser and its Subsidiaries) shall not exceed $100,000. Options may be
granted under the Plan on such terms and conditions as the Committee considers
appropriate, which may differ from those provided in the Plan, where such
Options are granted in substitution for stock options held by employees of other
companies who concurrently become employees of ICF Kaiser or a Subsidiary as the
result of a merger or consolidation of the employing company with, or the
acquisition of the property or stock of the employing company by, ICF Kaiser or
a Subsidiary.

ICF Kaiser International, Inc.    Page 1 of 5      As amended on April 24, 1995
Stock Incentive Plan              

 
          (b)  Except as provided in paragraph (d), each option shall be for
such term as the Committee or the CEO, as the case may be, shall determine, but
not more than 10 years from the date it is granted, except that the term of an
option other than an incentive stock option may extend up to 11 years from the
date the Option is granted if the Participant dies within the 10th year
following the date of grant.

          (c)  Except as provided in paragraphs (a) and (d), the purchase price
for each share of Common Stock subject to an Option shall be not less than the
fair market value of the Common Stock, as the case may be, on the date the
Option is granted.

          (d)  In the case of an incentive stock option, as defined in Section
422(b) of the Code, granted to an employee who at the time the Option is granted
owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more
than 10 percent of the total combined voting power of all classes of stock of
the corporation employing such employee or of its parent corporation or a
subsidiary corporation (as defined in Sections 424(e) and 424(f), respectively,
of the Code), the purchase price for each share of Common Stock subject to the
Option shall be at 110 percent of the fair market value of the shares at the
time such Option is granted and such Option shall not be exercisable after the
expiration of five years from the date such option is granted.

          (e)  Exercise of an Option shall be by written notice in the form and
manner determined by the Committee. Except as otherwise determined by the
Committee or the CEO, as the case may be, no Option may be exercised to any
extent before one year from the date of grant. The Committee or the CEO, as the
case may be, in its or his or her discretion may (1) determine installment
exercise terms for an option under which it may be exercised in a series of
cumulative installments, (2) prescribe rules limiting the frequency of exercise
of options or the minimum number of shares that may be exercised at any one
time, (3) determine the form of consideration (including cash, shares of Common
Stock, or any combination thereof) which may be accepted in payment of the
purchase price of shares purchased pursuant to the exercise of an Option, and
(4) prescribe such other rules or conditions as it considers appropriate
regarding the exercise of Options granted under the Plan.

          (f)  In the case of incentive stock options, the instruments
evidencing such Options shall provide that if, within two years from the date of
grant of the Option or within one year after the transfer of shares of Common
Stock to the Participant on exercise of the option, the Participant makes a
disposition (as defined in Section 424(c) of the Code) of any shares of such
Common Stock, the Participant shall notify ICF Kaiser of such disposition in the
manner and within such time as the Committee in its discretion shall determine.
The Committee may direct that a legend restricting transfer in the absence of
appropriate notification be affixed to any stock certificates representing
Common Stock transferred under the Plan.

          (g)  Each Option shall be evidenced by a written instrument which
shall state such terms and conditions which are not inconsistent with the
provisions of the Plan as the Committee or the CEO, as the case may be, in its
or his or her discretion shall determine and approve, including terms and
conditions regarding the exercise of Options upon termination of employment.

          (h)  The Committee may, in its discretion, make loans available to
Participants, on reasonable terms, with funds to be provided by ICF Kaiser, to
facilitate payment by any Participant of the exercise price of, or any tax
withholding obligation incurred with respect to, any options, SARs, Restricted
Shares, or Restricted Stock Units granted under the Plan after the adoption of
this provision. The Committee or ICF Kaiser may, in their respective discretion,
take other steps to enable ICF Kaiser to facilitate the payment of such exercise
price or tax withholding obligations, including but not limited to arranging for
the provision of loans by, or other arrangements with, third parties, including
but not limited to banks or brokers, with or without a guarantee of such loans
by ICF Kaiser.

ICF Kaiser International, Inc.    Page 2 of 5      As amended on April 24, 1995
Stock Incentive Plan              

 
     6.   Stock Appreciation Rights.  The Committee may from time to time grant
          -------------------------                                            
SARs unrelated to Options or related to Options or portions of Options granted
to Participants under the Plan. Each SAR shall be evidenced by a written
instrument and shall be subject to such terms and conditions as the Committee
may determine. The Participant may exercise an SAR or portion thereof, and
thereupon shall be entitled to receive payment of an amount equal to the
aggregate appreciation in value of the shares as to which the SAR is awarded,
which may be shares of Common Stock, as measured by the difference between the
purchase price of such shares and their fair market value at the date of
exercise. Such payments may be made in cash, in shares of Common Stock valued at
fair market value as of the date of exercise, or in any combination thereof, as
the Committee may be, in its discretion shall determine.

     7.   Restricted Shares and Restricted Stock Units.
          ---------------------------------------------

          (a)  The Committee may from time to time, and subject to the
provisions of the Plan and such other terms and conditions as the Committee may
determine, grant Restricted Shares and Restricted Stock Units under the Plan.
Each grant of Restricted Shares and Restricted Stock Units shall be evidenced by
a written instrument which shall state the number of Restricted Shares or
Restricted Stock Units covered by the grant and the terms and conditions which
the Board shall have determined with respect to such grant. Restricted Shares
shall be shares of Common Stock. Each Restricted Stock Unit shall be equivalent
in value to a share of Common Stock.

          (b)  A stock certificate representing the Restricted Shares granted to
a Participant shall be registered in the Participant's name but shall be held in
custody by ICF Kaiser for the Participant's account. The Participant generally
shall have the rights and privileges of a shareholder as to such Restricted
Shares, including the right to vote or otherwise act as a shareholder with
respect to such Restricted Shares, except that the following restrictions shall
apply: (i) the Participant shall not be entitled to delivery of the certificate
until the expiration or termination of the Restriction Period (as defined
herein) and the satisfaction of any other conditions prescribed by the
Committee; (ii) none of the Restricted Shares may be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of prior to termination
of the Restriction Period; (iii) the Participant shall forfeit and immediately
transfer back to the Corporation without payment all of the Restricted Shares,
and all rights of the Participant to such Restricted Shares shall terminate
without further obligation on the part of ICF Kaiser, if and when the
Participant ceases to be either an employee or a director of ICF Kaiser or any
of its Subsidiaries prior to expiration or termination of the Restriction Period
and the satisfaction of any other conditions prescribed by the Committee
applicable to such Restricted Shares. Cash dividends, if any, with respect to
the Restricted Shares shall be paid to the Participant.

          (c)  Upon the expiration or termination of the Restriction Period and
the satisfaction of any other conditions prescribed by the Committee, the
restrictions applicable to the Restricted Shares shall lapse and a stock
certificate for the number of Restricted Shares with respect to which the
restrictions have lapsed shall be delivered, free of all such restrictions, to
the Participant or the Participant's beneficiary or estate, as the case may be.
ICF Kaiser shall not be required to deliver any fractional share of Common Stock
but will pay, in lieu thereof, the fair market value (determined as of the date
the restrictions lapse) of such fractional share to the Participant or the
Participant's beneficiary or estate, as the case may be. No payment will be
required from the Participant upon the issuance or delivery of any Restricted
Shares, except that any amount necessary to satisfy applicable federal, state,
or local tax requirements shall be withheld or paid promptly upon notification
of the amount due and prior to or concurrently with the issuance or delivery of
a certificate representing such shares.

ICF Kaiser International, Inc.    Page 3 of 5      As amended on April 24, 1995
Stock Incentive Plan              

 
          (d)  Vesting of each grant of Restricted Shares and Restricted Stock
Units shall require the Participant to remain an employee or a director of ICF
Kaiser or of a Subsidiary for a prescribed period (the "Restriction Period"),
which period may be subject to acceleration upon the occurrence of certain
events, as the Committee may determine and specify in the written instrument
evidencing such grant. The Committee shall determine the Restriction Period or
Periods which shall apply to the shares of Common Stock covered by each grant of
Restricted Shares or Restricted Stock Units, provided that in no case shall the
Restriction Period be less than one year, subject to adjustment as set forth
above. All Restricted Stock Units granted to a Participant under the Plan shall
terminate without further obligation on the part of ICF Kaiser if and when the
Participant ceases to be an employee or a director of ICF Kaiser or any of its
Subsidiaries prior to expiration or termination of the Restriction Period and
the satisfaction of any other conditions prescribed by the Committee applicable
to Restricted Stock Units, and in such event the Participant shall not be
entitled to receive any payment with respect to those Restricted Stock Units,
except as provided in paragraph (f).

          (e)  Upon expiration of the Restriction Period or Periods applicable
to each grant of Restricted Stock Units, the Participant shall, without payment
on his or her part, be entitled to receive payment in an amount equal to the
aggregate fair market value of the shares of Common Stock covered by such grant
on the date of expiration. Such payment may be made in cash, in shares of Common
Stock equal to the number of Restricted Stock Units with respect to which such
payment is made, or in any combination thereof, as the Committee in its
discretion shall determine. Any payment in cash shall reduce the number of
shares of Common Stock which may be covered by Restricted Stock Units granted
under the Plan, as provided in Section 3, to the extent of the number of
Restricted Stock Units to which such payment relates.

          (f)  A Participant whose Restricted Stock Units have not previously
terminated shall be entitled to receive payment in an amount equal to each cash
dividend ICF Kaiser would have paid to such Participant during the term of those
Restricted Stock Units as if the Participant had been the owner of record of the
shares of Common Stock covered by such Restricted Stock Units on the record date
for the payment of such dividend. Payment of each such dividend equivalent shall
be made on the payment date of the cash dividend with respect to which it is
made, or as soon as practicable thereafter.

     8.   Adjustment Upon Changes in Capitalization.  If there is a change in
          -----------------------------------------                          
the number or kind of outstanding shares of ICF Kaiser's stock by reason of a
stock dividend, stock split, recapitalization, merger, consolidation,
combination or other similar event, or if there is a distribution to
shareholders of ICF Kaiser's Common Stock other than a cash dividend,
appropriate adjustments shall be made by the Committee to the number and kind of
shares subject to the Plan; the number and kind of shares under Options, SARs,
Restricted Shares, and Restricted Stock Units then outstanding; the maximum
number of shares available for options, SARs, Restricted Shares, and Restricted
Stock Units; the purchase price for shares of Common Stock covered by Options;
and other relevant provisions, to the extent that the Committee, in its sole
discretion, determines that such changes make such adjustments necessary to be
equitable. Similar adjustments may also be made by the Committee in its
discretion if substitute Options are granted pursuant to Section 5(a).

     9.   Transferability of Options, SARs, Restricted Shares, and Restricted
          -------------------------------------------------------------------
Stock Units.  Options that are intended to be incentive stock options, SARs,
-----------                                                                 
Restricted Shares, and Restricted Stock Units shall be nonassignable and
nontransferable by the Participant other than by will or the laws of descent and
distribution, and shall be exercisable during the Participant's lifetime only by
the Participant or his guardian. Options that are designated at the time of
grant as Options that are not incentive stock options may be transferred or
assigned only to a person who is at the time of such transfer an employee of ICF
Kaiser or a Subsidiary, except that any such options held by persons subject to
the reporting obligations of Section 16(a) of the Securities Exchange Act of
1934, as amended, may not be transferred or assigned other than by will or the
laws of descent and distribution.

ICF Kaiser International, Inc.    Page 4 of 5      As amended on April 24, 1995
Stock Incentive Plan              

 
     10.  Laws and Regulations.  The Plan, the grant and exercise of Options,
          --------------------                                               
SARs, Restricted Shares, and Restricted Stock Units, and the obligation of ICF
Kaiser to sell or deliver shares of Common Stock under the Plan shall be subject
to all applicable laws, regulations, and rules.

     11.  No Employment Rights.  Nothing in the Plan shall confer upon any
          --------------------                                            
employee of ICF Kaiser or a Subsidiary any right to continued employment or
interfere with the right of ICF Kaiser or a Subsidiary to terminate his or her
employment at any time.

     12.  Tax Withholding.  Any payment to or settlement with a Participant in
          ---------------                                                     
cash, or in Common Stock, pursuant to any provision of the Plan shall be subject
to withholding of income tax, FICA tax, or other taxes to the extent ICF Kaiser
or a Subsidiary is required to make such withholding. Any required withholding
payable by a Participant with respect to any tax may be paid in cash, in whole
shares of Common Stock, or in a combination of whole shares of Common Stock and
cash, having an aggregate fair market value equal to the amount of any required
withholding obligation.

     13.  Termination; Amendments.
          ----------------------- 

          (a)  The Board may at any time terminate the Plan. Unless the Plan
shall previously have been terminated by the Board, it shall terminate on
February 6, 1997. No Option, SAR, Restricted Share, or Restricted Stock Unit may
be granted after such termination.

          (b)  The Board may at any time or times amend the Plan or amend any
outstanding Options, SARs, Restricted Shares, or Restricted Stock Units for the
purpose of satisfying the requirements of any changes in applicable laws or
regulations or for any other purpose which at the time may be permitted by law,
provided that no amendment of any outstanding Options, SARs, Restricted Shares,
or Restricted Stock Units shall contain terms or conditions inconsistent with
the provisions of the Plan as determined by the Committee.

          (c)  Except as provided in Section 8, no such amendment shall, without
the approval of the shareholders of ICF Kaiser: (i) increase the maximum number
of shares of Common Stock for which Options, SARs, Restricted Shares or
Restricted Stock Units may be granted under the Plan; (ii) except to the extent
required or permitted under Section 5(a) in the case of substitute Options,
reduce the price at which options may be granted below the price provided for in
Section 5(c); (iii) reduce the option price of outstanding Options; (iv) extend
the period during which Options, SARs, Restricted Shares, or Restricted Stock
Units may be granted; (v) except to the extent permitted or required under
Section 5(a) in the case of substitute Options, extend the period during which
an outstanding Option may be exercised beyond the maximum period provided for in
Section 5(b); (vi) materially increase in any other way the benefits accruing to
Participants; or (vii) change the class of persons eligible to be Participants.

     14.  Effective Date.  The Plan shall become effective upon approval by the
          --------------                                                       
Board; provided, however, that the Plan shall be submitted to the shareholders
for approval, and if not approved by the shareholders within one year from the
date of approval by the Board, shall be of no force and effect. Options, SARs,
Restricted Shares, and Restricted Stock Units granted by the Committee before
approval of the Plan by the shareholders shall be granted subject to such
approval and shall not be exercisable or payable before such approval. Options,
SARs, and Restricted Stock Units may be granted by the Committee, or other
actions may be taken under or with respect to the Plan, pursuant to any Plan
amendment that is subject to shareholder approval, prior to the receipt of such
shareholder approval, provided that such Options, SARs, Restricted Shares, and
Restricted Stock Units shall not be exercisable or payable before such approval.


ICF Kaiser International, Inc.    Page 5 of 5      As amended on April 24, 1995
Stock Incentive Plan              

EX-10.L.1

 
                                                                Exhibit 10(l)(1)
                         Employee Stock Ownership Plan
                      Amendment No. 1 dated April 24, 1995



1.  Section 3.6 of the ESOP is amended to read as follows:

     "Notwithstanding any other Plan provision, a  Participant shall be fully
     Vested in his Account if he is employed on the date of his death or his
     Total and Permanent Disability or after his Early or Normal Retirement
     Date.  No Forfeiture may occur thereafter.

2.  Section 8.6 of the ESOP is amended effective January 1, 1993 to add a new
subsection (d) as follows:

     "Effective January 1, 1993, a Participant or   "distributee" may elect at
     any time to have any portion of an "eligible rollover distribution" paid in
     a direct rollover to the trustee or custodian of an "eligible retirement
     plan" specified  by the Participant or distributee, whichever is
     applicable.  Payment of a direct rollover in the form of a check payable to
     the trustee or custodian of an eligible retirement plan, for the benefit of
     the Participant or distributee, may be mailed to the Participant or
     distributee.  For purposes of this Section 8.6(d) the following terms shall
     have the following meanings:

          (1)  "Distributee" means a surviving spouse or a     spouse or former
     spouse who is an alternate payee under a "qualified domestic relations
     order."

          (2)  "Eligible retirement plan" means an individual retirement account
     described in Section 408(a) of the Code, an individual retirement annuity
     described in Section 408(b) of the Code, an annuity plan described in
     Section 403(a) of the Code, or a qualified trust described in Section
     401(a) of the Code that accepts an eligible rollover distribution; provided
     that if the distributee is a surviving spouse, an eligible retirement plan
     means an individual retirement account or individual retirement annuity.

          (3)  "Eligible rollover distribution" means any distribution of all or
     a portion of the Participant's Account, but does not include a distribution
     (i) in installments over a period of ten years or more, or (ii) to the
     extent it is required under Section 401(a)(9) of the Code."

3.  Section 9.5 of the ESOP is amended by deleting subsection (m) and replacing
it with a new subsection (m) as follows:

     "To the extent required under Section 412 of ERISA,   the Company shall
     secure fidelity bonding for the fiduciaries of the Plan.

     The Company or the Trustee (as directed by the Committee) shall obtain a
     policy or policies of insurance for the Committee (and other fiduciaries of
     the Plan) to cover liability or loss occurring by reason of the act or
     omission of a fiduciary.  If such insurance is purchased with Trust assets,
     the policy must permit recourse by the insurer against the fiduciary in the
     case of a breach of a fiduciary obligation by such fiduciary.  To the
     extent permitted by applicable law, applicable Certificates of
     Incorporation, and the applicable By-laws, the Company shall indemnify each
     member of the Committee, the Secretary of the Committee, and any agent of
     the Committee who is an employee or director of the Company (to the extent
     permitted by law) against any personal liability or expense resulting from
     his service on or for the Committee, except such liability or expense as
     may result from his own willful misconduct."

EX-10.M

 
                                                                   EXHIBIT 10(M)
S4-3600-161 (04/94)       [LOGO OF WESTINGHOUSE     Westinghouse Hanford Company
                          HANFORD COMPANY APPEARS   A subsidiary of Westinghouse
                          HERE]                     Electric Corporation
PURCHASE ORDER                                      P.O. Box 1970 Richland, Wa.
                                                    99352


                                 Telephone 509/
--------------------------------------------------------------------------------
                 U.S. Government Contract No. DE-ACO6-87RL10930


 
Mo/Day/Yr             Page         Inquiry No.     This order is     Certified Under        Vendor         Order
                                                   Priority rated    D.P.A.S. Reg.           Code           No.
                                                   DOE-E             (15CFR350)
                                                                                      
 
03/08/95              1          DE-AC06-87RL1930                         4994                          WHC-380393, Mod. 
1


Effective date 10/01/94
Agreement date 02/17/95

ITEM    QUANTITY      DESCRIPTION        UNIT PRICE    TOTAL PRICE
--------------------------------------------------------------------------------

        Subcontract WHC-380393, Part I

          1.   The fees for Fiscal Year 1995 shall be a base fee of $4,750,000
               for the first six months and no base fee for the second six month
               period and an award fee and incentive fee pool of $14,250,000 for
               a total maximum available fee of $19,000,000, plus share of
               savings earned in accordance with this contract.

          2.   Under Section B., Para. B-2, Period of Performance, delete March
               31, 1996" and add in lieu thereof "March 31, 1997."

          3.   Delete Sections C, D, E, F, G, H, and I in their entirety and add
               the enclosed Sections C, D, E, F, G, H, and I in lieu thereof.

          4.   In Section J, List of Attachments, add the following:

               "ATTACHMENT D - PERSONAL PROPERTY MANAGEMENT CRITERIA AND
               PERFORMANCE MEASURES"

               and add the enclosed Attachment D to Section J.

          All other terms and conditions remain unchanged as a result of this
          modification.  This agreement is subject to any required U.S.
          Department of Energy approvals.


           /s/                3/8/95                /s/          3/8/95
----------------------------  -------------   -----------------  ---------------
     R. E. Tiller             Date            A. L. Trego        Date
     Executive President and                  President
     Acting General Manager                   Westinghouse                 
     ICF Kaiser Hanford                       Hanford Company 
     Company  

 
                                                                      WHC-380393
                                                               Section B, Page i



                              PART I - SECTION B

                     SUPPLIES OR SERVICES AND PRICES/COSTS



                               TABLE OF CONTENTS
 
 

Subsection                           Title                             Page
                                                                  

B-1                      Obligation of Funds                             1

B-2                      Period of Performance                           1

 

 
                                                                      WHC-380393
                                                               Section B, Page 1


                               PART I - SECTION B

                     SUPPLIES OR SERVICES AND PRICES/COSTS



B-1  OBLIGATION OF FUNDS
     -------------------

     The total amount of funds presently obligated by WHC with respect to this
     subcontract is $830,352,000.  Such amount may be increased or decreased in
     accordance with Clause I-66 of this subcontract.

B-2  PERIOD OF PERFORMANCE
     ---------------------

     The period of performance for the work specified in Section C will be
     performed under a subcontract with a two and one-half (2-1/2) year basic
     period commencing on October 1, 1994, and continuing through March 31,
     1997.

 
                                                                      WHC-380393
                                                               Section C, Page i





                               PART I - SECTION C

               STATEMENT OF WORK - ENGINEER/CONSTRUCTOR CONTRACT

 
                                                                      WHC-380393
                                                               Section C, Page 1



                               PART I - SECTION C

              STATEMENT OF WORK - ENGINEER/CONSTRUCTOR SUBCONTRACT

A.   SUMMARY STATEMENT OF WORK
     -------------------------

     1.   ICF KH shall furnish all labor, material, management, and supervision
          necessary for the performance of construction, construction
          management, maintenance, repair, and other construction related
          services in a safe, cost effective manner.  ICF KH shall maintain and
          manage an engineering staff for the purpose of providing engineering
          support and such technical services as may be specifically identified
          in connection with the above stated purposes.  The construction work
          shall consist of two distinct types:  construction and construction
          management.

     2.   ICF KH will perform various onsite engineering services and such other
          related technical services as may be required and assigned by WHC.
          These engineering services will include Title I -Preliminary Design
          services, Title II - Definitive Design Services, and Title III -
          Engineering and Inspection during Construction.  In addition, ICF KH
          will perform engineering studies and conceptual design in support of
          anticipated construction projects; maintain an up to date and accurate
          engineering catalog file; maintain accurate and up to date Hanford
          Standards and Specifications; and provide field survey services.  The
          work will require knowledge of and experience in, but not limited to,
          nuclear process and waste management systems and research facilities
          including consideration for remotely operated mechanical transfer and
          maintenance devices, hot cell arrangements, shielding, remote viewing
          methods, and heat removal systems.

     3.   ICF KH will perform work involving force account construction under
          radiological and nonradiological conditions and/or during scheduled
          and unscheduled plant shutdowns.  These conditions often make
          scheduling difficult and preparation of definitive design and
          competitive subcontracting sometimes impractical.  However, cost-type
          work assigned to ICF KH shall, when appropriate and to the extent
          possible, be subcontracted as competitive fixed-price subcontracts.

          In addition to industrial grade construction, the work will include
          fabrication of nuclear vessels, piping, and appurtenances which are
          subject to very stringent requirements.  The work entails providing
          highly skilled craftsmen (electricians,

 
                                                                      WHC-380393
                                                               Section C, Page 2


          pipefitters, boilermakers, millwrights, sheetmetal workers,
          ironworkers, etc.) as necessary to support force account work.

     4.   ICF KH will perform construction management (CM) services on projects
          and provide dedicated CM staff and services on major projects which
          will include providing a wide range of professional services relating
          to management of a project during the predesign, design, and/or
          construction phases.

     5.   DOE and WHC will furnish ICF KH all necessary facilities, equipment,
          and other property for the performance of these services.

     6.   ICF KH undertakes and promises to establish, maintain, and manage the
          required staff to effectively and efficiently utilize facilities,
          materials, and property furnished, and to perform said work and
          services upon the terms and conditions herein provided and in
          accordance with such direction and instructions consistent with this
          subcontract which WHC may deem necessary and give to ICF KH from time
          to time.

     7.   The preponderance of the work assigned to ICF KH may be generated via
          work orders from other onsite contractors.  Accordingly, for each
          assigned task it will be necessary for ICF KH to work with, receive
          direction and guidance from, and maintain liaison with the other
          onsite contractors, as well as WHC personnel.

B.   FUNCTIONS AND RESPONSIBILITIES
     ------------------------------

     ICF KH shall be responsible for providing services as necessary for the
     timely and cost effective performance of the work, including but not
     necessarily limited to the following:

     1.   Statement of Engineering Services.  ICF KH shall furnish the
          ---------------------------------                           
          engineering services described in Pre-Title I, Titles I, II, and III
          below, subject to such further detailed requirements as may be
          appended to this subcontract by agreement of the parties and
          instructions as may be issued by WHC from time to time.

          (a)  Pre-Title I -Engineering Studies, Functional Documentation, and
               ---------------------------------------------------------------
               Conceptual Design
               -----------------

               Conduct engineering studies, support development of the
               Functional Design Criteria, and prepare preliminary sketches,
               drawings, layout plans, cost estimates, schedules, and reports
               showing features and characteristics of various concepts proposed
               to meet WHC's requirements.  The designs and reports shall be
               prepared in such form and furnished in such quantity as directed.

 
                                                                      WHC-380393
                                                               Section C, Page 3



          (b)  Title I - Preliminary Design Services
               -------------------------------------

               (1)  Conduct or arrange for, and supervise, all necessary
                    topographical and other field surveys, the preparation of
                    maps, necessary test borings and other subsurface
                    investigations.

               (2)  Consult and collaborate with WHC or its designees to
                    determine the requirements which will govern design of the
                    project and to establish architectural and engineering
                    criteria for such design.

               (3)  Conduct preliminary studies and prepare preliminary
                    sketches, drawings, layout plans, outline specifications and
                    reports showing features and characteristics of the design
                    proposed to meet WHC's requirements.  The drawings, plans
                    and outline specifications shall be prepared in such form
                    and furnished in such quantity as directed.

               (4)  Prepare or assist in the preparation of preliminary
                    estimates of cost and time schedules for completion of the
                    design, and construction.

          (c)  Title II - Definitive Design Services
               -------------------------------------

               (1)  Upon approval of preliminary plans and estimates, undertake
                    definitive design of the project.

               (2)  Undertake restudy and redesign work due to minor deviations
                    from approved preliminary work as may be required.

               (3)  Prepare and furnish complete sets of working drawings,
                    details and specifications for construction, in such form
                    and quantity as may be required.

               (4)  Prepare or assist in the preparation of a detailed estimate
                    of the cost of construction based on the approved working
                    drawings and specifications.

               (5)  Assist in securing, analyzing, and evaluating construction
                    bids and proposals.

               (6)  When requested, consult with and advise WHC or its designees
                    on any questions which may arise in connection with the
                    engineering services described in this subcontract.

 
                                                                      WHC-380393
                                                               Section C, Page 4


          (d)  Title III - Engineering and Inspection during Construction
               ----------------------------------------------------------

               (1)  Furnish and maintain governing lines and bench marks to
                    provide horizontal and vertical controls to which
                    construction may be referred.

               (2)  Check and approve, or require revision of, all vendor's shop
                    drawings to assure conformity with the approved working
                    drawings and specifications.

               (3)  Inspect the execution of construction so as to assure
                    adherence to approved working drawings and specifications.

               (4)  Inspect construction workmanship and materials, and
                    equipment, and report as to their conformity or
                    nonconformity to the approved working drawings and
                    specifications.

               (5)  Make or procure such field or laboratory tests of
                    construction workmanship and materials, and equipment as
                    required.

               (6)  Assist in the preparation of estimates of reasonable amounts
                    of increase or decrease in subcontract price and/or
                    subcontract completion time for subcontract modifications,
                    evaluate proposals submitted by the constructor for such
                    subcontract adjustments and make recommendations for use in
                    negotiating.

               (7)  Prepare reports and make recommendations on status of
                    deliveries of materials and equipment as required.

               (8)  Prepare inspection reports and other reports of the progress
                    of construction, as may be required.

               (9)  Furnish reproducible "as-built" record drawings and marked
                    up specifications showing construction as actually
                    accomplished.

     2.   Statement of Construction Services.  ICF KH shall furnish the
          -----------------------------------                          
          construction services described below, subject to such further
          detailed requirements as may be appended to this subcontract by
          agreement of the parties and instructions as may be issued by WHC from
          time to time.

          (a)  Broad project planning - Provide overall project planning and
               ----------------------                                       
               scheduling, establish a dedicated project organization, as
               required, and consult with WHC, or its designee.

 
                                                                      WHC-380393
                                                               Section C, Page 5


               Planning should be performed by highest level of ICF KH's
               officers, technical personnel, and project manager.

          (b)  Field planning - Establish and activate/deactivate  necessary
               --------------                                               
               field organizations in geographically separate field locations
               within the Hanford Site.  ICF KH shall provide detailed project
               planning and scheduling for construction of facilities.

          (c)  Labor supervision -  Provide direct supervision of manual
               -----------------                                        
               employees, performed by ICF KH's staff, such as superintendents
               and foremen (some salaried and some hourly rate).  This includes
               ICF KH's personnel to coordinate and expedite the work of
               subcontractors.

          (d)  Force account work - Perform work covered by the Davis-Bacon Act
               ------------------                                              
               with its own forces, in lieu of subcontracting when the scope
               cannot be sufficiently definitized for firm-fixed price
               subcontracting.  However, every reasonable effort should be made
               to subcontract work.

          (e)  Quality Control - Provide those services necessary to control and
               ---------------                                                  
               verify the features and characteristics of construction to
               specified requirements.

          (f)  Welding - Provide welding procedures and welder qualification
               -------                                                      
               services.

          (g)  Construction Management - Provide construction management (CM)
               -----------------------                                       
               services on projects and provide dedicated CM staff and services
               on major projects.  The required CM services include day-to-day
               construction management/contract administration of competitively
               bid fixed price subcontracts.  Provide orientation and training
               for construction subcontractors relative to policies and
               requirements applicable to performing work at the Hanford Site
               and assure subcontractors comply with these policies and
               requirements.

     3.   Statement of Administrative Services - ICF KH shall furnish the
          ------------------------------------                           
          administrative services described below, subject to such further
          detailed requirements as may be appended to this subcontract by
          agreement of the parties and instructions as may be issued by WHC from
          time to time.

          (a)  Financial management - Including general and cost accounting,
               --------------------                                         
               payroll, internal audit, and budget functions.

 
                                                                      WHC-380393
                                                               Section C, Page 6


          (b)  Property management - Maintain a property management program for
               -------------------                                             
               personal property and equipment assigned.

          (c)  Shop and warehouse operations - Operate centralized shops and
               -----------------------------                                
               warehouses in support of construction by ICF KH forces.
               Warehouse activities will generally be limited to receiving and
               distribution in support of specific project activities.

          (d)  Facility custodianship -Perform maintenance and upgrading of
               ----------------------                                      
               facilities and equipment as required for assigned Government
               furnished buildings and grounds.

          (e)  Project management system - Provide a project management system
               -------------------------                                      
               for controlling the engineering and construction work including a
               project cost and schedule control system, an estimating system,
               and a scheduling system.

          (f)  Quality assurance - Perform those planned and systematic actions
               -----------------                                               
               necessary to provide adequate confidence that a structure,
               facility, system, or component will perform satisfactorily in
               service.  Quality assurance is to assure that components,
               systems, and processes are designed, developed, constructed, and
               tested according to sound engineering standards, quality
               practices, and technical specifications.

          (g)  Safety - Maintain effective environmental, safety, health, and
               ------                                                        
               emergency preparedness programs.

          (h)  Personnel management and labor relations - Provide work force
               ----------------------------------------                     
               mobilization and demobilization, labor-management relations,
               collective bargaining, etc.  Maintenance of a qualified central
               and field staff commensurate with the workload.

          (i)  Procurement and Subcontracting - Solicit, award, and administer
               ------------------------------                                 
               construction subcontracts and purchase orders,    including
               coordinating and expediting the work of vendors.  ICF KH shall
               develop and utilize a small/small disadvantaged business
               subcontracting program.

          (j)  Value Engineering (VE) - Maintain an effective VE program and
               ----------------------                                       
               perform VE analyses and studies.

     4.   Site Operations Support Services - ICF KH will support site operations
          --------------------------------                                      
          for WHC and its subcontractors at Hanford.  ICF KH will perform, but
          will not be limited to:  maintenance, repair, and operations of the
          physical site, including general purpose facilities, vehicles, roads,
          railways, utilities, sewers, and

 
                                                                      WHC-380393
                                                               Section C, Page 7



          water; fabrication and testing activities supporting construction and
          operation of facilities and processes; crane and rigging services;
          custodial operations; transportation system operations and
          maintenance; excavation permits; the Hanford Site landlord projects;
          design/drafting services; and Computer-Aided Design (CAD)/mapping
          services.

C.   RELATED SERVICES
     ----------------

     In addition to the services specifically described elsewhere in this
     Section C, ICF KH shall perform services at Hanford or elsewhere to the
     extent it is able to do so without substantially interfering with its other
     work under this Section C and as approved or directed in writing by WHC as
     follows:  (a) services incidental and related to the services described in
     other provisions of this Section C, (b) services which are related to the
     mission of the subcontract for other Federal agencies under interagency
     agreements entered into by those agencies and DOE under the Economy Act or
     other legal authority, (c) services in support of other DOE Programs at
     Hanford or elsewhere when the work involved has been determined by WHC to
     be within the unique capabilities of ICF KH or to be within the special
     engineering and technical capabilities of ICF KH and the urgent need for
     the services preclude acquiring them from another source, (d) services to
     be performed under WHC's Work For Others Program where WHC has determined
     that the services are related to the mission of the subcontract, or are
     within the special engineering and technical capabilities of ICF KH and are
     not available on a timely basis and at a reasonable cost from another
     source, and (e) work to reduce costs at Hanford by economically
     diversifying the Hanford regional economy, and moderating negative
     outsourcing, increased competition, technology transfer, right-sizing, re-
     engineering, re-inventing, and other changes to the Hanford business
     environment now under way or which may develop.  Work to be performed under
     subsection C-2 may include, but is not necessarily limited to, security
     systems, engineering support, quality assurance, engineering assistance,
     and railroad support.

 
                                                                      WHC-380393
                                                               Section D, Page i

                               PART I - SECTION D



                            This section is reserved

 
                                                                      WHC-380393
                                                              Sectiion E, Page i



                               PART I - SECTION E

                           INSPECTION AND ACCEPTANCE



                               TABLE OF CONTENTS

Subsection                           Title                             Page

E-1            Final Inspection and Acceptance                            1

 
                                                                      WHC-380393
                                                              Sectiion E, Page 1

                               PART I - SECTION E

                           INSPECTION AND ACCEPTANCE

E-1  FINAL INSPECTION AND ACCEPTANCE
     -------------------------------

     The Hanford Site, Richland, Washington, is designated as the point of final
     inspection and acceptance by Westinghouse Hanford Company or designated
     representative for all work performed under this subcontract.

                                (End of clause)

 
                                                                      WHC-380393
                                                               Section F, Page i



                               PART I - SECTION F


                            This section is reserved

 
                                                                      WHC-380393
                                                               Section G, Page i

                               PART I - SECTION G

                          CONTRACT ADMINISTRATION DATA


                               TABLE OF CONTENTS
 
Subsection                       Title                     Page
 
G-1           Representations and Certifications              1
 
G-2           Principal Place of Performance and Delivery     1
 
G-3           Modification Authority                          1

 
                                                                      WHC-380393
                                                               Section G, Page 1

                               PART I - SECTION G

                          CONTRACT ADMINISTRATION DATA

G-1  REPRESENTATIONS AND CERTIFICATIONS
     ----------------------------------

     The Representations and Certifications dated March 8, 1995 for
     WHC-380393 are hereby incorporated into this subcontract.

G-2  PRINCIPAL PLACE OF PERFORMANCE AND DELIVERY
     -------------------------------------------

     The principal place of performance of this subcontract shall be at the
     Hanford Site.  All deliverable items shall be delivered to WHC or designee
     unless otherwise specified.

G-3  MODIFICATION AUTHORITY
     ----------------------

     Notwithstanding any of the other provisions of this subcontract,

     A. L. Trego, President, Westinghouse Hanford Company
     J. M. Knoll, Jr.; Director, Contracts and Management Services
     S. R. Morgan, Acting Manager, Contracts Administration
     L. M. Bogart, Contract Administrator

     shall be the only individuals on behalf of WHC authorized to:

     (a)  Accept nonconforming work;

     (b)  Waive any requirement of this subcontract; or

     (c)  Modify any term or condition of this subcontract.

 
                                                                      WHC-380393
                                                               Section H, Page i

                             PART I - THE SCHEDULE
                                   SECTION H
                         SPECIAL CONTRACT REQUIREMENTS

                               TABLE OF CONTENTS

 
Subsection                      Title                                       Page
----------                      -----                                       ----

H-1      BASE FEE, INCENTIVE FEES, AND AWARD FEE..........................     1
 
H-2      NEGOTIATED BASE FEE, INCENTIVE FEE, AND AWARD FEE (000)..........     4
 
H-3      SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING
         PLAN.............................................................     4
 
H-4      ASSIGNMENT OF CONTRACTS..........................................     4
 
H-5      GOVERNMENT-OWNED PROPERTY........................................     4
 
H-6      PUBLIC RELEASE OF INFORMATION....................................     5
 
H-7      DOE ORDERS AND DIRECTIVES........................................     5
 
H-8      OWNERSHIP OF RECORDS.............................................     6
 
H-9      REPORTING REQUIREMENTS...........................................     8
 
H-10     ENVIRONMENT, SAFETY AND HEALTH (GOVERNMENT OWNED OR LEASED)......     8
 
H-11     BUSINESS UNIT....................................................    10
 
H-12     SERVICES FROM CERTAIN APPROVED AFFILIATES........................    10
 
H-13     WORK CONTROL SYSTEM/TECHNICAL DIRECTION..........................    11
 
H-14     PRE-EXISTING CONDITIONS..........................................    13
 
H-15     PERFORMANCE BASED INCENTIVES.....................................    14
 
H-16     RESERVED.........................................................    14
 
H-17     MAKE-OR-BUY, ECONOMIC TRANSITION AND OUTSOURCING PERFORMANCE
         INCENTIVE........................................................    15
 
H-18     RESERVED.........................................................    16
 
H-19     FACILITIES MANAGEMENT............................................    16
 
H-20     PROJECT CONTROL SYSTEM...........................................    18
 
H-21     FINANCIAL MANAGEMENT SYSTEM......................................    19
 

 
                                                                      WHC-380393
                                                              Section H, Page ii


H-22     INTEGRATED ACCOUNTING SYSTEM.....................................    19
 
H-23     WHISTLEBLOWER PROTECTION FOR SUBCONTRACTOR EMPLOYEES 
         (JANUARY 1993)...................................................    19
 
H-24     WORK FOR OTHER FUNDING AUTHORIZATION.............................    19
 
H-25     INCENTIVE FEE ARRANGEMENT........................................    20
 
H-26     ADVANCE AGREEMENT UNDERSTANDING ON ALLOWABLE COSTS...............    20
 
H-27     COST, SCHEDULE, AND SAFETY PERFORMANCE INCENTIVE FOR VALIDATED
         CONSTRUCTION PROJECTS............................................    20
 
H-28     RESERVED.........................................................    20
 
H-29     INSURANCE - LITIGATION AND CLAIMS................................    20
 
H-30     COSTS ASSOCIATED WITH DISCRIMINATORY EMPLOYEE ACTIONS............    23
 
H-31     INCORPORATION OF REVISED DEPARTMENTAL POLICIES AND PROCEDURES....    25
 
H-32     ENERGY EFFICIENCY AND WATER CONSERVATION.........................    25
 
H-33     SHARING OF SAVINGS, AWARD FEE, AND INCENTIVE FEE PROCESS.........    25
 
H-34     COST REDUCTION INITIATIVE AND INCENTIVE..........................    26
 
H-35     ADDITIONAL EVALUATION CRITERIA - USE OF  OBJECTIVE  STANDARDS OF
         PERFORMANCE......................................................    29
 
H-36     SUBCONTRACTOR'S MANAGERIAL PERSONNEL.............................    30
 
H-37     IMPLEMENTATION OF THE HANFORD SITE STABILIZATION AGREEMENT.......    31
 
H-38     WORK AT THE HANFORD SITE.........................................    33

 
                                                                      WHC-380393
                                                               Section H, Page 1

                                   SECTION H

                         SPECIAL CONTRACT REQUIREMENTS


H-1  BASE FEE, INCENTIVE FEES, AND AWARD FEE

     (a) (Deviation)  Incentive Fee and Award Fee

          It is herewith agreed that incentive fees and award fees, to be
          determined in accordance with the provisions of this subcontract, are
          available for payment in accordance with the terms of this
          subcontract.

     (b)  (Deviation) Fee Negotiations.

          Prior to the beginning of each fiscal year under this subcontract, or
          other appropriate period as mutually agreed upon, Westinghouse Hanford
          Company (WHC) and ICF Kaiser Hanford Company (ICF KH) shall enter into
          negotiations of a fee pool, and a base fee.  This subcontract shall be
          modified at the conclusion of each negotiation to reflect the
          negotiated amount of the above.  It is herein agreed the award fee
          amount shall be assigned to evaluation periods of six (6) months in
          duration.  If the parties are unable to agree on reasonable fees, the
          WHC Fee Determination Official (FDO) shall unilaterally determine the
          fee pool and a base fee.

          This determination regarding the fee pool and base fee  shall be
          subject to the clause of this subcontract entitled, "Disputes."

     (c)  Determination of Award Fee Earned.

          (1)  WHC, with the approval of U.S. Department of Energy (DOE),
               Richland Operations Office (RL), shall, at the conclusion of each
               specified evaluation period, evaluate ICF KH's performance for a
               determination of award fee earned.

          (2)  For this subcontract, the FDO will be the President, WHC.  ICF KH
               agrees that the determination as to the amount of award fee
               earned will be made by the WHC FDO and such determination is
               binding on both parties and shall not be subject to appeal under
               the "Disputes" clause or any other appeal clause.

          (3)  The evaluation of ICF KH's performance shall be in accordance
               with the Performance Evaluation Plan described in paragraph (d)
               below.  ICF KH shall be promptly advised in writing of the
               determination, and the reasons why the award fee was or was not
               earned.  While it is recognized that the basis for determination
               of the fee shall be the evaluation by WHC, in accordance with the
               Performance Evaluation Plan,

 
                                                                      WHC-380393
                                                               Section H, Page 2


               the FDO may also consider any information available to him/her
               which relates to ICF KH's performance of subcontract
               requirements.  In the event that the ICF KH's performance is
               considered unacceptable in any areas of subcontract performance
               which is specified in the Performance Evaluation Plan, even if no
               weight or fee is specifically assigned to the particular
               performance area, the FDO may at his/her discretion determine ICF
               KH's overall performance to be unacceptable, and accordingly, may
               withhold the entire award fee for the evaluation period.

          (4)  An award fee cycle usually consists of two (2) six-month award
               fee periods in a single fiscal year. Unearned award fee may be
               carried over within a single fiscal year, or other two-period fee
               negotiation cycle, as may have been agreed upon.  The FDO may, at
               his/her sole discretion, specify in a fee determination that
               award fee not earned during the first evaluation period of a two-
               period fee cycle may be allocated to the second fee period in
               that fee cycle.  ICF KH shall not, however, be entitled to earn
               any of this "carry-over" fee if its overall performance in the
               latter evaluation period does not reflect an improvement over the
               prior evaluation period.  Overall performance evaluations in the
               second period which are equal to or the same as those in the
               first period shall not be considered as improvements providing
               entitlement to the carry-over portion of the award fee pool.  If
               the single negotiation of a basic and the resulting award fee
               amount (fee cycle) will be for more than two (2) evaluation
               periods, unearned award fees in any one of the evaluation periods
               established by that negotiation may be carried over only to the
               next period covered by that negotiation. Fees unearned under one
               (1) fee cycle may not be carried forward to another fee cycle.

     (d)  Award Fee Performance Evaluation Plan (PEP)  (Deviation)

          (1)  WHC shall establish unilaterally a Performance Evaluation Plan
               upon which the determination of the amount of award fee earned
               shall be based.  Such Plan shall include the criteria to be
               considered under each area evaluated, the percentage of award fee
               available for each area, performance based incentives (PBI), and
               earnable fee attached to each PBI.  ICF KH may present input,
               which WHC may consider and discuss with the subcontractor as part
               of the establishment of the plan.  ICF KH's input must be
               received at least 90 days before the start of the six month
               evaluation period to be considered.  A copy of the plan shall be
               provided to ICF KH prior to the start of an evaluation period.

 
                                                                      WHC-380393
                                                               Section H, Page 3


          (2)  The Performance Evaluation Plan will set forth the criteria upon
               which the Subcontractor will be evaluated for performance
               relating to any technical, schedule, management, and/or cost
               objectives selected for evaluation (except that for those
               specific areas covered by a Performance Based or Cost Based
               Incentive, it is agreed that an award fee criteria will not apply
               twice to the same area of performance).

          (3)  The Performance Evaluation Plan may, consistent with the
               subcontract Statement of Work, be revised unilaterally by WHC at
               any time during the evaluation period.  Notification of such
               changes shall be provided to ICF KH at least thirty (30) calendar
               days prior to the change.  Such changes to the Performance
               Evaluation Plan which occur during the evaluation period shall be
               in effect for at least sixty (60) days prior to the end of the
               period.

     (e)  ICF KH Self-Assessment.

          Following each evaluation period, ICF KH shall submit a self-
          assessment within seven (7) calendar days after the end of the period.
          This self-assessment shall address both the strengths and weaknesses
          of ICF KH's performance during the evaluation period.  Where
          deficiencies in performance are noted, ICF KH shall describe the
          actions planned or taken to correct such deficiencies and avoid their
          recurrence.  The FDO will review ICF KH's self-assessment as part of
          his/her evaluation of ICF KH's management during the period.  An
          unrealistic self-assessment will result in lower award fee
          determinations.  ICF KH will not be penalized for a realistic self-
          assessment, although deficiencies noted by ICF KH may be reflected in
          WHC's evaluation.  The self-assessment itself will not be the basis
          for award fee determination.
 
     (f)  Schedule for Award Determinations.

          The FDO shall issue the final award fee determination in accordance
          with a schedule set forth in the Performance Evaluation Plan.
          However, a determination must be made within sixty (60) calendar days
          after the receipt by WHC of ICF KH's self-assessment discussed in
          paragraph (e) above.  If the determination is delayed beyond that
          date, ICF KH shall be entitled to interest on the determined award fee
          amount, at the rate established by the Secretary of the Treasury under
          Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611), that
          is in effect on the payment date.  This rate is referred to as the
          "Renegotiation Board Interest Rate," and is published in the Federal
          Register semiannually on or about January 1 and July 1.  The interest
          on any late award fee determination amount will accrue daily and be
          compounded in thirty (30)-day increments inclusive from the first day
          after the scheduled determination date through the actual date

 
                                                                      WHC-380393
                                                               Section H, Page 4


          the determination is issued.  That is, interest accrued at the end of
          any thirty (30)-day period will be added to the determined amount of
          award fee and be subject to interest if not paid in the succeeding
          thirty-day period.

H-2  NEGOTIATED BASE FEE, INCENTIVE FEE, AND AWARD FEE (000)


 
                                                      Incentive   Max Available
Period                       Base Fee*    Award Fee      Fees         Fee
------                     -------------  ----------  ----------  -------------
                                                      
October 1, 1993-           $7,500,000     $7,500,000               $15,000,000
September 30, 1994
 
October 1, 1994-           $4,750,000     $5,000,000  $9,250,000   $19,000,000
September 30, 1995

October 1, 1995-
September 30, 1996

October 1, 1996-
March 31, 1997

 
*See clause I-67, Payments and Advances, for information on payment of Base Fee.

H-3  SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN

     The Small Business and Small Disadvantaged Business Subcontracting Plan is
     hereby incorporated as Section J, Attachment D, Part III, and made a
     material part of this subcontract.

H-4  ASSIGNMENT OF CONTRACTS

     Existing contractual agreements entered into will be assigned to the
     successor Subcontractor upon execution of a new subcontract and/or upon the
     completion date of this subcontract extension.  The contractual agreements
     shall include all (a) subcontracts and purchase orders; (b) agreements with
     domestic and foreign research organizations; (c) agreements with
     universities and colleges; and (d) other similar agreements.  The successor
     Subcontractor should accept assignment of all existing contractual
     agreements within sixty (60) days from the effective date of its
     subcontract.

H-5  GOVERNMENT-OWNED PROPERTY

     Upon subcontract execution, ICF KH accept transfer of and accountability
     for all Government-owned property and equipment as identified in the
     Property Management Information System and the Nuclear Material Management
     and Safeguards System.

 
                                                                      WHC-380393
                                                               Section H, Page 5


H-6  PUBLIC RELEASE OF INFORMATION

     (a)  ICF KH will be responsible for developing, planning, and coordinating
          proactive approaches to dissemination of timely information regarding
          ICF KH, WHC, or DOE unclassified activities onsite or, if appropriate,
          offsite.  This includes but is not limited to operations (waste
          management, nuclear energy reactor operations, surplus facilities
          management), programs (environmental restoration, commercial waste
          management, conservation, decontamination and decommissioning), and
          research and development (advanced reactor research, renewable
          energy).  This will be accomplished through coordination with WHC
          and/or DOE.  Proactive communications or public affairs programs will
          include or make use of a variety of tools, among them public
          workshops, meetings or hearings, open houses, newsletters, press
          releases and/or conferences, audio/visual presentations, speeches,
          forums, and tours.

          The responsibility will be carried out in such a manner that the
          public, whether it is the media, citizen's groups, private citizens or
          local, state, or federal government officials, has a clear
          understanding of WHC or DOE activities at the Site.

     (b)  ICF KH will be responsible for following established WHC or DOE
          procedures for clearances on all oral, written, and audio/visual
          information material prepared for public use.  Such responsibility
          shall not apply to releases of information related solely to ICF KH
          advertisement or other non-DOE related communications.

H-7  DOE ORDERS AND DIRECTIVES

     Effective October 1, 1994, DOE Orders, directives and RL Implementing
     Procedures (RLIP) which are transmitted to ICF KH by WHC shall be
     implemented as follows:

     (a)  Upon receipt of the new order, directive or RLIP, or revision thereto,
          ICF KH shall promptly review it for general agreement with the other
          terms and conditions of the subcontract and for funding impacts, if
          any.

     (b)  If ICF KH considers the order, directive or RLIP to be consistent with
          the other terms of the subcontract, and it can be implemented within
          the existing funds, ICF KH shall consider the orders, directives or
          RLIP applicable, and will establish an implementation schedule and
          provide this information to the WHC within thirty (30) calendar days
          of receipt.

     (c)  If ICF KH considers the orders, directives or RLIP to be inconsistent
          with the other terms of this subcontract, or the requirements cannot
          be implemented within the existing funds, ICF KH shall so advise WHC
          within thirty (30) calendar days of

 
                                                                      WHC-380393
                                                               Section H, Page 6

          receipt.  The notice shall include the basis for the inconsistency and
          projected cost of implementation, if any.  WHC shall review the
          Subcontractor's notice and shall unilaterally direct the appropriate
          course of action.

H-8  OWNERSHIP OF RECORDS

     (a)  DOE records.

          Except as provided in paragraph (b) of this clause, all records
          acquired or generated by ICF KH in its performance of this subcontract
          shall be the property of DOE, and shall be delivered to WHC or
          otherwise disposed of by ICF KH either as WHC may from time to time
          direct during the progress of the work or, in any event, as WHC shall
          direct upon completion or termination of the subcontract.

     (b)  ICF KH records.

          The following records are considered the property of ICF KH and are
          not within the scope of paragraph (a) above:

          (1)  Personnel and medical records and files maintained on individual
               employees and applicants;

          (2)  Employee Assistance Program and Employee Concerns Program records
               and files maintained on individual employees;

          (3)  Internal health and safety files;

          (4)  Employee relations records and files such as records and files
               pertaining to:

               (i)    Qualifications or suitability for employment of any
                      employee, applicant, or former employee, subcontractor, or
                      subcontractor employee records;

               (ii)   Allegations, investigation, and resolution of employee
                      misconduct;

               (iii)  Employee discipline;

               (iv)   Employee charges of discrimination;

               (v)    Negotiations with any labor organization in connection
                      with any labor contract;

               (vi)   Internal complaints, grievance records.

          (5)  Records and files pertaining to wages, salaries, and benefits and
               wage, salary, and benefit administration;

 
                                                                      WHC-380393
                                                               Section H, Page 7


          (6)  Privileged or confidential ICF KH financial and legal information
               and correspondence between ICF KH and other segments of ICF
               Kaiser, its financial institutions or other business segments of
               ICF KH or its Parent Corporations, but excluding records required
               for audit;

          (7)  Internal legal files or documents containing attorney-client
               privileged materials or attorney work-product and which may be
               otherwise exempt from disclosure under FOIA, but not including
               such files or documents relating to litigation or other
               proceedings approved under Clause H-29, Insurance - Litigation
               and Claims."

          (8)  Files involving litigation against the Subcontractor with respect
               to which WHC has not chosen to direct or approve the litigation
               pursuant to paragraph (a) of clause H-29, Insurance-Litigation
               and Claims;

          (9)  Records maintained pursuant to paragraph (a)(11) of clause I-109,
               Technology Transfer.

          In the event of completion or termination of this subcontract, copies
          of any such ICF KH's own records shall be, except for numbers (6),
          (7), and (8) above and unless prohibited by law, delivered to WHC,
          DOE, or its designees.

     (c)  Inspection, copy, and audit of records.

          All records acquired or generated by ICF KH under this subcontract in
          the possession of ICF KH, including those described in paragraph (b)
          above, except for (b)(6), (7), and (8), shall be subject to
          inspection, copying, and audit by WHC and DOE at all reasonable times,
          and ICF KH shall afford WHC and DOE reasonable facilities for such
          inspection, copying, and audit; provided, however, that upon request
          by WHC and DOE, the ICF KH shall deliver such records to a location
          specified by WHC and DOE for inspection, copying, and audit.

     (d)  Applicability.

          The provisions of paragraphs (b) and (c) of this clause apply to all
          records described therein without regard to the date or origination of
          any such record.

     (e)  Records retention standards.

          Special records retention standards, described in DOE Order 1324.2A,
          Records Disposition, as amended, are applicable, for the classes of
          records described therein.

 
                                                                      WHC-380393
                                                               Section H, Page 8


     (f)  Flowdown.

          ICF KH shall include the requirements of this clause in all
          subcontracts that are of a cost-reimbursement type if any of the
          following factors is present:

          (1)  The value of the subcontract is greater than $2 million, (unless
               specifically waived by WHC);

          (2)  WHC determines that the subcontract is, or involves, a critical
               task related to the subcontract, or,

          (3)  The subcontract includes any of the following clauses:

               970.5204-2   Safety and health (Government-owned or leased
                            facilities).
               970.5204-26  Nuclear facility safety applicability.
               970.5204-41  Preservation of individual occupational radiation
                            exposure records.


H-9  REPORTING REQUIREMENTS

     ICF KH shall continue to provide required reports.

H-10 ENVIRONMENT, SAFETY AND HEALTH (GOVERNMENT OWNED OR LEASED)

     (a)  It is understood that it is the goal of both the WHC, DOE and ICF KH
          to conduct a responsible and comprehensive program to assure that the
          Hanford Site is an environmentally acceptable installation and is
          operated in a safe and healthy manner.  It is WHC policy to use its
          best efforts to provide the funds or other resources necessary to
          achieve this purpose and to continue cooperating, along with ICF KH,
          with Federal and State agencies having interest in environmental
          matters to accomplish this purpose, and to maintain good relations
          with such agencies.

     (b)  Performance of work under this subcontract shall be conducted in a
          manner that is protective of the environment and the health and safety
          of employees and the public.  ICF KH shall comply with all applicable
          environmental, safety, and health requirements (including applicable
          permitting and reporting requirements) including federal, state, and
          local laws and regulations and DOE requirements.

          (i)  WHC shall notify ICF KH , in writing of any noncompliance with
               applicable requirements.  After receipt of such notice, ICF KH
               shall immediately take corrective action, consistent with
               Subsection H-13 of this contract and availability of funds.  In
               the event that ICF KH fails to take corrective action, WHC may
               for cause, without prejudice to any other

 
                                                                      WHC-380393
                                                               Section H, Page 9


               legal or contractual rights of WHC, issue an order stopping all
               or any part of the work; thereafter, a start order for resumption
               of the work my be issued at the discretion of WHC.  ICF KH shall
               not be entitled to an extension of time or additional fee or
               damages by reason of, or in connection with, any work stoppage
               that was appropriately ordered in accordance with this clause.

          (ii) If at any time during performance of the subcontract work, ICF
               KH's acts or failure to act causes substantial harm or an
               imminent danger to the health or safety of individual's or the
               environment, WHC may, without prejudice to any other legal or
               contractual rights of WHC, issue an order stopping such portion
               of the work as is reasonably necessary to adequately respond to
               such harm or danger; thereafter, a start order for resumption of
               the work may be issued at the discretion of WHC.  ICF KH shall
               not be entitled to an extension of time or additional fee or
               damages by reason of, or in connection with, any work stoppage
               that was appropriately ordered in accordance with this clause.

     (c)  ICF KH shall submit, within 30 days after the date of award of this
          subcontract modification, an environmental, safety, and health program
          management and implementation plan to WHC for review and approval.
          The plan shall describe the management systems to be employed to
          ensure that environmental, safety and health requirements are
          appropriately considered in all phases of contract activities.  The
          plan shall also include provisions for an internal environmental,
          safety and health performance evaluation and corrective action system
          to provide management with a continuing assessment of the adequacy and
          implementation of the environmental, safety and health programs and
          assurance that deficiencies are corrected.  The results of such
          evaluations shall be made available to WHC.

     (d)  ICF KH shall include in all of its subcontracts, involving performance
          of work at the site, the provisions requiring subcontractors to comply
          with ICF KH'S environmental, safety and health requirements.  However,
          such provisions in the subcontracts shall not relieve ICF KH of its
          obligations to assure compliance with the provisions of this clause
          for all aspects of the work.

     (e)  ICF KH shall submit for approval to the DOE, through WHC, its
          policies, procedures and provisions for including reporting
          requirements, in subcontracts, with respect to work to be performed
          on-site at a DOE-owned or leased facility.  These environmental safety
          and health requirements shall be in accordance with applicable DOE
          regulations, directives, and other DOE requirements.  The subcontract
          provisions shall provide that no claim shall be made for adjustment in
          the subcontract amount or the performance schedule, or for damages, by
          reason of a stop work

 
                                                                      WHC-380393
                                                              Section H, Page 10

          order issued for failure to comply with environmental, safety and
          health regulations or requirements of DOE.  The approved subcontract
          provisions shall be included in subcontract as appropriate.

H-11 BUSINESS UNIT

     The work performed by ICF KH under this subcontract shall be conducted by a
     separate business unit (division, segment, joint venture, etc.) separate
     from any parent unit.  The business unit shall report directly to a home
     office, or special division as approved by WHC.

H-12 SERVICES FROM CERTAIN APPROVED AFFILIATES

     1.   Subcontractor may obtain services constituting home office support
          from certain of its corporate affiliates. The corporate affiliates
          from which such services may be obtained are referred to herein as
          "Approved Affiliates." The Approved Affiliates are ICF Corporation
          International, Inc., ICF Resources Incorporated, ICF Incorporated, ICF
          Kaiser Engineers Group, Inc., ICF Kaiser Engineers, Inc., ICF
          Technology, Inc., CYGNA Group, and Tudor Engineering Company plus
                                                                       ----
          those that may be added from time-to-time in the future by
          Subcontractor with WHC's approval.

          The scope of the services include, but are not limited to, pension
          plan administration, legal assistance, technical assistance, in-plant
          expediting, labor relations, other personnel assistance, safety,
          internal audit services, and compensation program review. The
          Subcontractor shall obtain the approval of WHC on a case-by-case basis
          prior to obtaining such services. Approval will normally be obtained
          through the "Approval Letter" process.

          With respect to the services provided by the personnel of any Approved
          Affiliates to Subcontractor:

          (a)  If the services are performed at the providing entity's home or
               branch office, reimbursement shall only include applicable
               allowable costs incurred in accordance with Subpart 31.2 of the
               Federal Acquisition Regulations as supplemented or modified by
               Subpart 931.2 of the Department of Energy Acquisition
               Regulations. Allowable costs will include direct costs and
               applicable indirect costs as approved by the Defense Contract
               Audit Agency (DCAA) or other cognizant Federal agency.

               Any profit or fee of the providing entity on its services may not
               be included as allowable costs. If the services of the Approved
               Affiliate are obtained non-competitively, cost of money shall not
               be an allowable cost. These limitations on profit or fee and cost
               of money are not applicable to

 
                                                                      WHC-380393
                                                              Section H, Page 11


               subcontracts awarded to an approved affiliate based on
               competition or market/catalog price.

          (b)  If the services are performed by personnel on temporary
               assignments (less than 12 months duration) at the Hanford Site,
               or other designated locations away from the providing entity's
               home or branch office, reimbursement shall be in accordance with
               the foregoing Subparagraph (a) plus the travel and living
               allowance policies for temporary assignments in accordance with
               policies of the providing entity, not to exceed the applicable
               provisions of the Federal Travel Regulations. For temporary
               assignments greater than six months, indirect costs shall be
               based on an offsite rate (excluding rent and utilities costs of
               the office where such personnel are normally located) as approved
               by DCAA or other cognizant Federal Agency. Such temporarily
               assigned employees shall remain on the providing entity's
               payroll.

     2.   Services of Officers of Approved Affiliates

          Pursuant to Subparagraph (e)(25), Section I-77 of the Subcontract,
          Subcontractor will be reimbursed for the services of the officers of
          any Approved Affiliates, to the extent that such services are
          specifically in connection with the subcontract work and approved by
          WHC on a case-by-case basis.  Allowable reimbursements will include
          actual salaries and payroll burdens, and travel and living allowances
          in accordance with the applicable Approved Affiliate's corporate
          policies, not to exceed the applicable provisions of the Federal
          Travel Regulations.

H-13 WORK CONTROL SYSTEM/TECHNICAL DIRECTION

     (a)  By June 1, preceding the start of each fiscal year, WHC shall provide
          the Subcontractor a Statement of Work and Site Baseline Guidance
          (Work/Guidance) in accordance with the Site Management System for that
          year that conforms to the Description of Work specified in this WHC
          contract, in sufficient detail to develop a forecast of estimated
          costs and schedule for the performance thereof.  ICF KH shall submit
          to WHC or other Designated Official, Multi-Year Program Plans/Fiscal
          Year Work Plans (MYPP/FYWPs) that specify the workscope, schedule, and
          estimated costs to be performed in the Work/Guidance.  WHC will
          approve the MYPP/FYWPs and provide work authorization prior to the
          start of the fiscal year.

     (b)  Proposed changes to the scope, schedule, or cost baselines contained
          in the MYPP/FYWPs, whether initiated by ICF KH or directed by WHC,
          will be documented by ICF KH via the change control process, and
          approved by WHC prior to the initiation of the modified work effort.

 
                                                                      WHC-380393
                                                              Section H, Page 12


     (c)  Performance of the work under this subcontract shall be subject to the
          technical direction of the "Contracts Administrations Representatives"
          (CAR) who will be designated in writing by WHC. The term "technical
          direction" is defined to include, with limitation:

          (1)  Directions to ICF KH which redirect the subcontract effort, shift
               work emphasis between work areas or tasks, require pursuit of
               certain lines of inquiry, fill in details, or otherwise serve to
               accomplish the subcontractual Description of Work.

          (2)  Provision of written information to ICF KH which assists in the
               interpretation of drawings, specifications, or technical portions
               of the work description; or

          (3)  Review and, where required by the subcontract, approval of
               technical reports, drawings, specifications, and technical
               information to be delivered by ICF KH to WHC under the
               subcontract.

     (d)  Technical direction must be within the Description of Work stated in
          the subcontract.  The CAR does not have the authority to and may not
          issue any technical direction which:

          (1)  Constitutes a change in the subcontract as defined in the clause
               of the subcontract entitled "Changes."

          (2)  Changes the base fee, incentive fee pools, and award fee, or the
               performance period of the subcontract;

          (3)  Changes any of the express terms, conditions, or specifications
               of the subcontract; or

          (4)  Interferes with the ICF KH's right to perform in accordance with
               the subcontract.

     (e)  Technical direction which constitutes a change to the performance
          baseline as described in the MYPP/FYWPs will be documented by ICF KH,
          and approved by WHC, as noted in section (b) above.

     (f)  All technical directions shall be issued in writing by WHC, and ICF KH
          has no obligation to perform until such written technical direction is
          received by ICF KH.

     (g)  ICF KH shall proceed promptly with the performance of technical
          directions duly issued by WHC in the manner prescribed by this clause
          and within his/her authority under provision of this clause, except as
          noted in section (e) above.

 
                                                                      WHC-380393
                                                              Section H, Page 13


          If in the opinion of ICF KH, any instruction or direction falls within
          one of the categories defined in paragraphs (d)(1) through (d)(4)
          above, ICF KH shall not proceed, but shall notify WHC in writing,
          within ten (10) working days, after receipt of any such instruction or
          direction, and shall request WHC to modify the Work/Guidance, or the
          subcontract accordingly.  Upon receiving the notification from ICF KH,
          WHC shall:

          (1)  Advise ICF KH in writing, within fifteen (15) working days, after
               receipt of ICF KH's letter, that the technical direction is
               within the scope of Work/Guidance or the subcontract, and does
               not constitute a change under the "Changes" clause of the
               contract;

          (2)  Inform ICF KH in writing, within fifteen (15) working days, after
               receipt of ICF KH's letter, not to perform under the direction
               and cancel the direction; or

          (3)  Advise ICF KH, within fifteen (15) working days, that WHC will
               issue a written change to the Work/Guidance or the subcontract.

     (h)  A failure of ICF KH and WHC to agree that the technical direction is
          within the Description of Work, or a failure to agree upon the
          appropriate action to be taken, with respect thereto, shall be subject
          to the provisions of the clause entitled "Disputes," of this
          subcontract.

H-14 PRE-EXISTING CONDITIONS

     The Government shall indemnify, protect, and hold ICF KH harmless from and
     against any and all civil liabilities, obligations, losses, damages,
     penalties, claims (including, without limitation, claims involving strict
     or absolute liability), actions, suits, costs, expenses, and disbursements
     (including, without limitation, legal fees and expenses) of any kind and
     nature whatsoever which may be incurred by, imposed on, or asserted against
     ICF KH in any way relating to or arising out of any act or failure to act
     on the part of any person, and relating to any part of the facility at the
     site(s) managed under this subcontract or any areas adjacent thereto which
     act or failure to act occurred before ICF KH assumed responsibility for
     site(s) (October 1, 1993) managed under this subcontract.  For acts or
     omissions of ICF KH's employees, officers, and directors during the period
     March 1, 1987, to September 30, 1993, ICF KH will be indemnified and
     protected or will be held responsible, as appropriate, in accordance with
     the provisions of the subcontract in existence prior to October 1, 1993.
     New conditions created or caused by ICF KH and coming into being after
     October 1, 1993, are not considered "pre-existing conditions."  To the
     extent the acts or omissions constituting willful misconduct, lack of good
     faith, or failure to exercise prudent business judgement of ICF KH
     managerial personnel as defined in paragraph H-36, "Subcontractor
     Managerial

 
                                                                      WHC-380393
                                                              Section H, Page 14

     Personnel," acting after October 1, 1993, cause or add to any fine or
     penalty resulting from a pre-existing condition (i.e., one in existence
     prior to October 1, 1993), ICF KH will be responsible only for added
     incremental costs in accordance with the terms and conditions of this
     subcontract.  This clause does not relieve ICF KH of the duty to inspect
     existing facilities and identifying to the Government such pre-existing
     conditions or areas of noncompliance nor does it relieve ICF KH from the
     responsibility to take corrective action with respect to pre-existing
     conditions as directed by WHC or as required elsewhere in this subcontract.
     The provisions of this clause are subject to the availability of funds
     appropriated by Congress.

     Additionally, any liability, obligation, loss, damage, claim (including
     without limitation, a claim involving strict or absolute liability or an
     accountability event/claim by DOE), action, suit, fine or penalty, cost,
     expense or disbursement, which may be incurred or imposed, or asserted by
     any party and arising out of any act or failure to act which occurred
     before October 1, 1994, in conjunction with the performance of this
     contract, shall be deemed incurred under the contractual terms and
     conditions in effect at the time of the action or occurrence in question.

H-15 PERFORMANCE BASED INCENTIVES

     WHC may, at its sole discretion, establish Performance Based Incentives
     (PBI) which will be described and provided to ICF KH in writing annually or
     at other times as determined by WHC.  ICF KH may present input, which WHC
     may consider and discuss with ICF KH as part of the establishment of the
     PBIs.  ICF KH's input must be received by July 1 of each year.  PBIs will
     provide for ICF KH to earn or forfeit fee as described in the Performance
     Evaluation Plan (PEP) from an incentive fee pool.  While ICF KH may earn or
     forfeit fee as a result of performance on the individual incentives
     described, the net fee earned from the pool cannot be less than zero.
     Changes in work scope or changes in the prioritization of work scope during
     the performance period may present opportunities for the addition of
     new/revised Performance Based Incentives.  ICF KH may present proposals for
     modification of, or additions to the PBIs.  Upon mutual agreement between
     the parties, new or revised PBIs will be established in writing, providing
     for the earning or forfeiture of fee as described above.  Fees earned by
     way of the addition of new or revised PBIs will be payable out of the
     unearned PBI fee pool established for the year; however, if ICF KH has
     failed to satisfy the requirements for a PBI award, then the PBI dollars
     associated with that award are permanently lost and are not subject to
     reallocation.  From time to time, WHC may add PBIs in response to changing
     priorities.  In these cases incentive funding may be shifted from the award
     fee pool.

H-16 RESERVED

 
                                                                      WHC-380393
                                                              Section H, Page 15


H-17 MAKE-OR-BUY, ECONOMIC TRANSITION AND OUTSOURCING PERFORMANCE INCENTIVE

     (a)  Make-or-Buy.  ICF KH shall perform make-or-buy analyses in accordance
          with a Make-or-Buy Plan prepared by ICF KH and participate in WHC's
          Make-or-Buy review process.  A copy of the ICF KH plan shall be
          submitted to WHC for approval by February 15th, of each year.  ICF KH
          is authorized to subcontract all work designated as "buy" in the
          approved plan, or as directed by the WHC Make-or-Buy Review Board.
          Authorization will be granted only if determined to be advantageous to
          WHC or DOE in consideration of overall site business strategy and
          consistent with the Site Economic Transition program.

          If ICF KH proposes to change the plan by adding or deleting scopes of
          work to the list of outsourcing targets, ICF KH shall, no less than 30
          days prior to the issuance of a solicitation for such an outsourcing
          subcontract:  (1) request approval of WHC in writing and (2) submit
          justification in sufficient detail to permit evaluation.  Modification
          of the Make-or-Buy Plan shall be effective upon appropriate
          coordination and concurrence by the RL-STI Office and approval of WHC.

          In the absence of a Make-or-Buy Plan, ICF KH shall obtain approval of
          WHC prior to the award of any subcontract for work historically
          performed by in-house work forces.

          ICF KH is permitted and encouraged to add additional work scopes to
          the outsourcing target list.
 
     (b)  Make-or-Buy Process and Special Considerations.  ICF KH shall evaluate
          scopes of work historically performed by in-house work forces and
          conduct evaluations consistent with a Make-or-Buy Review Board
          Handbook produced and maintained by ICF KH.

          In its deliberations, ICF KH will fully consider bargaining unit
          issues and will not proceed with outsourcing actions that are unfair
          or inconsistent with the collective bargaining agreements.  ICF KH's
          Labor Relations specialists shall participate in the review process as
          advisors and shall have authority to ensure that actions are
          consistent with the provisions of the collective bargaining
          agreements.

          ICF KH recommendations shall be documented and will address factors
          such as:

          1.   Total Cost and a comparison of in-house costs, including residual
               in-house cost, with estimated subcontract costs.
          2.   Socio-Economic Factors and Regional Economic Diversification
          3.   Diversity in subcontracting (high priority)
          4.   Availability and Reliability of Alternative Source(s)   and
               Schedule Implications

 
                                                                      WHC-380393
                                                              Section H, Page 16

          5.   Security and Quality Requirements
          6.   Maintenance of Core Competencies
          7.   Complexity of Work and Anticipated Changes
          8.   Fair Treatment of Bargaining Unit and Non-Bargaining Unit
               Personnel

          ICF KH may involve or consider suggestions from external resources in
          its Make-or-Buy deliberations but is not obligated to do so.

     (c)  Outsourcing Incentive.  ICF KH shall be entitled to an outsourcing
          incentive of 15 percent of the savings realized from the outsourcing
          for the first twelve (12) month period.  Savings for the purpose of
          calculating fee shall be defined as the difference between the
          historical cost of in-house performance and the subcontract cost less
          the incremental cost of ICF KH incident to the Make-or-Buy review
          process.

          The 15 percent incentive above shall be realized from savings at the
          time of subcontract award for fixed price or fixed unit priced
          subcontracts, as compared to historically incurred in-house costs.
          For cost reimbursement type subcontracts, the 15 percent fee will be
          paid at the conclusion of the 12 month period following award, after
          actual costs are compared to historically incurred in-house costs.  No
          additional funds will be added to the contract value, nor will funds
          from the incentive pools be used to pay the 15 percent inventive.

          ICF KH shall track administrative costs of this Make-or-Buy program.
          ICF KH is also required to submit cost or pricing data (as defined
          under FAR 15.804) to substantiate the in-house costs.  For savings
          that exceed $100,000, subcontractor is required to certify the
          accuracy and completeness of the data in accordance with FAR 15.804-4.
          For fixed price of fixed unit price subcontracts, cost or pricing data
          must be submitted prior to award.  For cost reimbursement type
          subcontracts, cost or pricing data must be submitted 12 months
          following award to assist in determining the savings (if any) actually
          achieved.  Only those Make-or-Buy savings applicable to FY 1995 can
          count toward the Cost Base Incentive cost reduction target described
          in this contract but such savings shall not entitle ICF KH to an
          additional fee beyond the 15 percent payable under this provision.

H-18 RESERVED

H-19 FACILITIES MANAGEMENT

     (a)  Site development.

          WHC shall provide to ICF KH site development guidance for the
          facilities and lands for which ICF KH is responsible under the terms
          and conditions of this subcontract.  Based upon this

 
                                                                      WHC-380393
                                                              Section H, Page 17

          guidance, ICF KH shall prepare, and maintain through annual updates, a
          Long-Range Site Development Plan (Plan) to reflect those actions
          necessary to keep the development of these facilities current with the
          needs of WHC and allow ICF KH to successfully accomplish the work
          required under this subcontract.  In developing this Plan, ICF KH
          shall follow the procedural guidance set forth in the DOE directive
          entitled Site Development Planning.  ICF KH shall use the Plan to
          manage and control the development of facilities and lands.  All plans
          and revisions shall be approved by WHC.

     (b)  General design criteria.

          The general design criteria which shall be utilized by ICF KH in
          managing the site for which it is responsible under this subcontract
          are those specified in the DOE directive entitled General Design
          Criteria.  ICF KH shall comply with these mandatory, minimally
          acceptable requirements for all facility designs with regard to any
          building acquisition, new facility, facility addition or alteration,
          or facility lease undertaken as part of the site development
          activities of paragraph (a) above.  This includes onsite constructed
          buildings, pre-engineered buildings, plan-fabricated modular
          buildings, and temporary facilities.  For existing facilities,
          original design criteria apply to the structure in general; however,
          additions or modifications shall comply with this directive and the
          associated latest editions of the references therein.  An exception
          may be granted for offsite office space being leased by ICF KH on a
          temporary basis.

     (c)  Maintenance management.

          In its management of property, on the site for which it is responsible
          under this subcontract, ICF KH shall comply with the provisions of the
          DOE Directive entitled Maintenance Management Programs, requiring the
          establishment and execution of a maintenance management program for
          all property under ICF KH's control.  ICF KH shall maintain property
          for which it is accountable in a manner which promotes operational
          safety, environmental protection and compliance, property
          preservation, and cost effectiveness.  ICF KH shall maintain property
          to enhance the property's ability, throughout its life, to meet the
          requirements for which it was designed.  This will include periodic
          examination of the property to determine any deterioration or
          technical obsolescence which may threaten performance or safety.

 
                                                                      WHC-380393
                                                              Section H, Page 18

     (d)  Energy management.

          ICF KH shall manage the facilities for which it is responsible under
          the terms and conditions of this subcontract in an energy efficient
          manner in accordance with the DOE directive entitled In-House Energy
          Management.  ICF KH shall develop a ten (10)-year energy management
          plan for each site with annual reviews and revisions.  ICF KH shall
          submit an annual report on progress toward achieving the goals of the
          ten (10)-year plan for each individual site, and an energy
          conservation analysis report for each new building or building
          addition project.  Any acquisition of utility services by ICF KH shall
          be conducted in accordance with 970.0803.


     (e)  Capital assets management.

          ICF KH shall manage the planning, programming, and budgeting for the
          capital assets of the site for which ICF KH is responsible under the
          terms and conditions of this subcontract according to, and consistent
          with, the requirements of the DOE directive entitled Capital Assets
          Management Process.  ICF KH shall prepare and submit to WHC all
          appropriate data and documents required by the directive for that
          site.

     (f)  Subcontract requirements.

          To the extent ICF KH subcontracts performance of any of the
          responsibilities discussed in this clause, the subcontract shall
          contain the requirements of this clause relative to the subcontracted
          responsibilities.

H-20 PROJECT CONTROL SYSTEM

     (a)  In the performance of this subcontract, ICF KH shall establish,
          maintain and use a project control system meeting the requirements
          specified in the subcontract, in DOE Notice 4700.5, "Project Control
          System Guidelines" and any other system requirements defined by WHC.
          ICF KH may use a pre-existing project control system if such system
          satisfies the requirements of DOE Notice 4700.5.  ICF KH shall not
          make any significant changes to the approved system without the prior
          written approval of WHC.

     (b)  ICF KH shall provide WHC or his authorized representative with access
          to all pertinent records, data, plans for the purposes of initial
          approval, approval of proposed changes, and the operation of the
          project control system.

     (c)  ICF KH shall set forth applicable project control system requirements
          in those subcontracts identified by WHC.  ICF KH shall incorporate in
          the identified subcontracts provisions for

 
                                                                      WHC-380393
                                                              Section H, Page 19

          review and surveillance of the subcontractor's systems.  The review
          will be conducted by WHC, unless the Government, ICF KH, or
          subcontractor requests Government review.

H-21 FINANCIAL MANAGEMENT SYSTEM

     To the extent that ICF KH is not utilizing WHC Financial Management
     Systems, ICF KH shall maintain and administer a financial management system
     that includes an integrated accounting system and (1) is suitable to
     provide proper accounting in accordance with DOE requirements for assets,
     liabilities, and collections accruing to ICF KH in connection with the work
     under this subcontract, expenditures, costs, and encumbrances; (2) permits
     the preparation of accounts and accurate, reliable financial and
     statistical reports; and (3) assures that accountability for the assets can
     be maintained.  ICF KH shall submit to WHC for written approval an annual
     plan for new financial management systems and/or subsystems and major
     enhancements and/or upgrades to the currently existing financial systems
     and/or subsystems.  Any deviations from this plan must have prior written
     WHC approval.

H-22 INTEGRATED ACCOUNTING SYSTEM

     The integrated accounting procedures are required for use under this
     subcontract.  ICF KH's financial management system shall include an
     integrated accounting system which is linked to DOE's accounts through the
     use of reciprocal accounts and which has electronic capability to transmit
     periodic self-balancing trial balances, as a minimum monthly and at year
     end, to the Department's Primary Accounting System for reporting financial
     activity under this subcontract in accordance with DOE's Financial
     Accounting Directives."

H-23 WHISTLEBLOWER PROTECTION FOR SUBCONTRACTOR EMPLOYEES (JANUARY 1993)

     (a)  ICF KH shall comply with the requirements of the "DOE Contractor
          Employee Protection Program" at 10 CFR Part 708.
     (b)  ICF KH shall insert or have inserted the substance of this  clause,
          including this paragraph (b), in subcontracts, at all tiers, with
          respect to work performed onsite at a DOE-owned or leased facility, as
          provided for at 10 CFR Part 708.

H-24 WORK FOR OTHER FUNDING AUTHORIZATION

     ICF KH is permitted to provide advance payment utilizing ICF KH private
     funds for reimbursable work to be performed by ICF KH for non-federal
     entities in instances where advance payment from that entity is required
     pursuant to DOE policy and such advance cannot be obtained.  ICF KH is also
     permitted to advance continuation funding utilizing ICF KH private funds
     for Federal entities when the term, or the funds on a federal interagency
     agreement have elapsed.  Any uncollectible receivables resulting from ICF
     KH utilizing its own funding shall be the

 
                                                                      WHC-380393
                                                              Section H, Page 20


     responsibility of ICF KH and neither WHC or the United States Government
     shall not have any liability to ICF KH therefor.

H-25 INCENTIVE FEE ARRANGEMENT

     It is understood that the incentive fee arrangements under this subcontract
     include the incentive types (both cost and performance), number of
     incentives, amount available under the incentives as well as the method for
     determining fees earned and method of payment are applicable to the
     existing work scope only.  At a reasonable time prior to entering into
     negotiations for the annual fee negotiations, WHC will examine the benefits
     received, if any, from the existing incentive fee arrangement and the
     mechanisms for implementation for effectiveness and ease of administration.
     WHC shall unilaterally determine if any or all of the incentive fees should
     continue at all, in part, or in their present form.  At that time WHC will
     enter into discussions with ICF KH to determine new or changed fee
     arrangements.

H-26 ADVANCE AGREEMENT UNDERSTANDING ON ALLOWABLE COSTS

     In recognition of the potential liabilities arising from the work, the
     parties agree, in accordance with FAR 31.109, that the following agreement
     and understanding shall prevail in any claims involving questions of
     reasonableness, allocability, or other questions of allowability, fault or
     no-fault:

     No provision to this subcontract pertaining to indemnification or
     liabilities to third parties is intended to supersede or diminish or
     otherwise affect the indemnification provided by the Price-Anderson Act, as
     amended, for activities covered by the Act.

H-27 COST, SCHEDULE, AND SAFETY PERFORMANCE INCENTIVE FOR VALIDATED CONSTRUCTION
     PROJECTS

     WHC and the Subcontractor are identifying incentive fee arrangements to
     apply to validated construction projects.  When negotiations are completed,
     a modification to this subcontract will incorporate the incentive fee
     arrangement.

H-28 RESERVED

     H-29  INSURANCE - LITIGATION AND CLAIMS

     (a)  ICF KH may, with the prior written authorization of WHC, and shall,
          upon the request of WHC, initiate litigation against third parties,
          including proceedings before administrative agencies, in connection
          with this subcontract.  ICF KH shall proceed with such litigation in
          good faith and as directed from time to time by WHC and in accordance
          with DOE approved Subcontractor litigation management procedures.

 
                                                                      WHC-380393
                                                              Section H, Page 21


     (b)  ICF KH shall give WHC immediate notice in writing of any action,
          including any proceeding before an administrative agency, filed
          against ICF KH arising out of the performance of this subcontract.
          Except as otherwise directed by WHC, in writing, ICF KH shall furnish
          immediately to WHC copies of all pertinent papers received by ICF KH
          with respect to such action.

     (c)  (1)  Except as provided in subparagraph (2) immediately following, ICF
               KH shall provide and maintain workers' compensation, employer's
               liability, comprehensive general liability (bodily injury),
               comprehensive automobile liability (bodily injury and property
               damage) insurance, and such other bonds and insurance required by
               law, this subcontract, or by the written direction of WHC.

          (2)  ICF KH may, with the approval of WHC, maintain a self-insurance
               program; provided that, with respect to workers' compensation,
               ICF KH is qualified pursuant to statutory authority.

          (3)  All bonds and insurance required by this clause shall be in a
               form and amount and for those periods as WHC may require or
               approve and with sureties and insurers approved by WHC.

     (d)  ICF KH agrees to submit for WHC's approval, to the extent and in the
          manner required by WHC, any other bonds and insurance that is
          maintained by ICF KH in connection with the performance of this
          subcontract and for which ICF KH seeks reimbursement.

     (e)  Except as provided in subparagraphs (g) and (h) of this clause, ICF KH
          shall be reimbursed--

          (1)  For that portion of the reasonable cost of bonds and insurance
               allocable to this contract required in accordance with
               subcontract terms or approved under this clause; and

          (2)  For certain liabilities (and expenses incidental to such
               liabilities) to third persons not compensated by insurance or
               otherwise without regard to and as an exception to the clause of
               this subcontract entitled, "DEAR 970.5204-15," Obligation of
               Funds (Feb 1993)."  These liabilities must arise out of the
               performance of this subcontract, whether or not caused by the
               negligence of ICF KH or of ICF KH's agents, servants, or
               employees, and must be represented by final judgments or
               settlements approved in writing by WHC.  These liabilities are
               for--

               (i)    Loss of or damage to property;

               (ii)   Losses, damages, or judgments of a type for which written
                      approval by WHC has been provided (e.g.,

 
                                                                      WHC-380393
                                                              Section H, Page 22


                      medical malpractice, errors or omissions, and
                      comprehensive general liability); or

               (iii)  Death or bodily injury.

     (f)  WHC's liability under paragraph (e) of this clause is subject to the
          availability of appropriated funds at the time a contingency occurs.
          Nothing in this subcontract shall be construed as implying that the
          Congress will, at a later date, appropriate funds sufficient to meet
          deficiencies.

     (g)  ICF KH shall not be reimbursed for liabilities (and expenses
          incidental to such liabilities)--

          (1)  For which ICF KH is otherwise responsible by law or the
               provisions of this subcontract.

          (2)  For which ICF KH has failed to insure or to maintain insurance as
               required by law or by written direction of WHC.

     (h)  (1)  Notwithstanding any other provision of this subcontract, ICF KH's
               liabilities to third persons are not allowable unless ICF KH
               demonstrates to WHC that such liabilities were not caused by
               either (i) the willful misconduct or lack of good faith of ICF
               KH's managerial personnel, or (ii) the failure of ICF KH's
               managerial personnel to exercise prudent business judgment.

          (2)  Punitive damages are not allowable unless ICF KH establishes to
               the reasonable satisfaction of WHC that they were incurred as a
               result of compliance with specific terms and conditions of the
               subcontract or written instructions from WHC.

          (3)  The cost of insurance procured by ICF KH to cover the third-party
               liabilities referenced in subparagraph (g)(1) of this clause is
               not allowable.

          (4)  The term subcontractor's "managerial personnel" as used in
               subparagraph (h)(1) of this clause is defined in Paragraph H-36,
               "Subcontractor's Managerial Personnel."

     (i)  ICF KH may at its own expense and not as an allowable cost procure for
          its own protection insurance to compensate ICF KH for any unallowable
          or nonreimbursable costs incurred in connection with subcontract
          performance.

     (j)  If any suit or action is filed or any claim is made against ICF KH,
          the cost and expense of which may be reimbursable to ICF KH under this
          subcontract, and the risk of which is then uninsured or is insured for
          less than the amount claimed, ICF KH shall--

 
                                                                      WHC-380393
                                                              Section H, Page 23


          (1)  Immediately notify WHC and promptly furnish copies of all
               pertinent papers received;

          (2)  Authorize WHC representatives to collaborate with (i) in-house or
               approved outside counsel in settling or defending the claim, or
               (ii) counsel for the insurance carrier in settling or defending
               the claim when the amount of the liability claimed exceeds the
               amount of coverage, unless precluded by the terms of the
               insurance subcontract; and

          (3)  Authorize WHC representatives to settle or defend the claim and
               to represent ICF KH in or to take charge of any litigation, if
               required by WHC, when the liability is not insured or covered by
               bond.  ICF KH may, at its own expense, be associated with the
               Government representatives in any such claim or litigation.

H-30 COSTS ASSOCIATED WITH DISCRIMINATORY EMPLOYEE ACTIONS

     (a)  DEFINITIONS

          (1)  "Costs" include any costs or expenses relating to an employee
               action, as defined below, incurred after the commencement of the
               employee action, including but not limited to back pay, damages
               or other award in the form of relief to the employee;
               administrative and clerical expenses; the cost of legal services
               whether provided by ICF KH or procured from outside sources; the
               costs of services of accountants, consultants or other experts
               retained by ICF KH; all elements of related compensation, costs
               and expenses of employees, officers and directors who are
               personally and substantially involved in the alleged
               discrimination or discriminatory acts, as defined below, forming
               the basis for the employee action; and any similar costs.

          (2)  "Discrimination or Discriminatory Acts" means(s) discharge,
               demotion, reduction in pay, coercion, restraint, threats,
               intimidation or other similar negative action taken against an
               employee by ICF KH, as a result of activities protected by the
               statutes enumerated in 29 C.F.R. (S) 24.1(a).

          (3)  "Employee Action" means an action filed in federal or state court
               for redress of discrimination or discriminatory action by ICF KH,
               an employee action brought under 29 C.F.R. Part 24. Expressly
               excluded from this definition are actions filed by individuals
               who are not employees of ICF KH or actions filed under 10 C.F.R.
               Part 708.

 
                                                                      WHC-380393
                                                              Section H, Page 24


     (b)  Costs incurred in the investigation and/or defense of an employee
          action under this section shall be differentiated and accounted for by
          ICF KH so as to be separately identifiable.  Such costs may not be
          paid from the advance funding provided pursuant to this subcontract,
          whether that funding be in the form of a special bank account or a
          letter of credit.  Notwithstanding the foregoing, WHC may, in
          appropriate circumstances, provide for conditional payment upon
          provision of adequate security, or other adequate assurance, and
          agreements by ICF KH to repay all unallowable costs, plus interest, if
          the costs are subsequently determined to be unallowable.  The
          allowance of such costs, notwithstanding any other provision of the
          subcontract, will be determined in accordance with this Clause.

     (c)  All costs incurred in connection with a settlement directed by WHC and
          otherwise allowable under the subcontract, are allowable.

     (d)  Costs incurred by ICF KH in connection with an employee action are not
          allowable if the employee action results in one of the following
          outcomes:

          (1)  A judgment or other determination of liability against ICF KH and
               in favor of the employee in a civil proceeding in state or
               federal court, which has not been appealed by either ICF KH or
               the employee.

          (2)  A final determination under 29 C.F.R. Part 24, which has not been
               appealed by either ICF KH or the employee, that ICF KH has
               violated the employee protection provisions of the statutes for
               which the Secretary of Labor has been assigned enforcement
               responsibility under Part 24; or

          (3)  Except as provided in (c) above and (f) below, a voluntary
               settlement entered into by ICF KH, without the direction of WHC,
               under which the employee is awarded compensation or equitable
               relief such as reinstatement.

     (e)  Costs incurred by ICF KH in a case where the ICF KH receives a court
          judgment or final administrative determination of liability favorable
          to ICF KH are allowable.

     (f)  Costs incurred as a result of discrimination or discriminatory acts
          that resulted from compliance with either (A) specific terms and
          conditions of the subcontract or (B) written instructions from WHC
          shall be allowable.

     (g)  The provisions of this Clause shall not apply to the defense of suits
          by employees or ex-employees of ICF KH under Section 2 of the Major
          Fraud Act of 1988 as amended.  (See the Clause of this subcontract
          entitled "Cost Prohibitions Related to Legal and Other Proceedings.)

 
                                                                      WHC-380393
                                                              Section H, Page 25


     (h)  This clause shall be effective and shall apply only to those employee
          actions where the operative facts giving rise to the claim of the
          employee occur on or after the effective date of the modification of
          the subcontract incorporating this clause and the action is filed on
          or after the effective date of the modification of this subcontract
          incorporating this clause.

H-31 INCORPORATION OF REVISED DEPARTMENTAL POLICIES AND PROCEDURES

     (a)  The parties acknowledge that the Department of Energy has issued a
          report of its Contract Reform Team in February 1994, which includes a
          number of recommendations to improve the subcontracting activities of
          WHC and DOE.  This Report may result in additions or revisions to
          existing contract clauses, or other DOE regulations, orders,
          directives, or practices, which are made effective after the date of
          this subcontract, and which could conflict with, or supersede, or
          require changes to certain aspects of this subcontract.  It is the
          intent of WHC to modify this subcontract, as necessary, to incorporate
          these new or revised clauses, regulations, orders, directives, or
          practices.

     (b)  At such time as additions or revisions are issued in final form or
          otherwise made effective by WHC, ICF KH and WHC will promptly attempt
          to agree to a bilateral modification of this subcontract to
          incorporate the new or revised clauses, regulations, orders,
          directives, or practices.  If the parties are unable to reach timely
          agreement on a bilateral modification, WHC shall have the right to
          terminate this subcontract for convenience pursuant to the clause
          entitled "Termination."

H-32 ENERGY EFFICIENCY AND WATER CONSERVATION

     In addition to the energy management requirements set forth in the
     Facilities Management clause of this subcontract, ICF KH will comply with
     the requirements in Sections 301 to 308 and 507 of Executive Order 12902,
     Energy Efficiency and Water Conservation at Federal Facilities.  ICF KH
     shall comply with energy and water management goals communicated by the WHC
     in writing.

H-33 SHARING OF SAVINGS, AWARD FEE, AND INCENTIVE FEE PROCESS

     As a part of the process in determining the amount of award and incentive
     fee pools, determination of amount of sharing of savings and award and
     incentive fees earned, and the payment of sharing of savings and award and
     incentive fees, the FDO shall have the right, which shall not be subject to
     the clause of this subcontract entitled, "Disputes" to:

 
                                                                      WHC-380393
                                                              Section H, Page 26

     (a)  Unilaterally determine the fee distribution among various award and
          incentive fee components at the beginning of each fiscal year.  If WHC
          determines that changes to the fee distribution (excluding Base Fee)
          are necessary, good faith discussions will be held with ICF KH and
          appropriate adjustments (if any) will be made if determined by WHC to
          be fair and reasonable.

     (b)  Unilaterally determine whether, for cause, ICF KH is entitled to all,
          a portion, or none of the share of savings, award, or incentive fee
          component.

     (c)  Make payment of all share of savings and award and incentive fees
          earned.

     (d)  Consider any information available which relates to ICF KH's
          performance of subcontract requirements, notwithstanding the
          methodology provided in Subsection H-1, H-15, H-16, H-17, H-27, H-28,
          and H-34, for the determination of award fee, incentive fee, and share
          of savings.  The FDO may at his/her discretion, determine the ICF KH's
          performance in a particular incentivized pool or a share of savings
          pool to be unacceptable and may withhold all or any portion of the fee
          otherwise earned that is associated with that particular pool for the
          six month evaluation period and require a refund in accordance with
          Clause I-67, "Payment and Advances," or any associated award,
          incentive fee, or share of savings previously paid during the six
          month evaluation period.  The FDO may also, in extraordinary cases
          where he/she determines the unacceptable performance has reduced ICF
          KH's overall contract performance to a less than satisfactory level
          for purposes of award fee determination, withhold all or any portion
          of the entire award fee and all or any portion of any incentive fees
          and share of savings available under the contract for the six month
          evaluation period and require a refund in accordance with Clause I-67,
          "Payment and Advances," of all or a portion of any award, incentive
          fee or share of savings previously paid during the six month
          evaluation period.

          If WHC's determination as specified in (a) through (d) involves an
          event of joint liability between WHC and ICF KH, then any
          determination of ICF KH's share or allocation of fault in that event
          by WHC shall be subject to the clause of the subcontract entitled
          "Disputes" in the event the parties are not able to reach agreement
          with regard to share of responsibility or fault.

H-34 COST REDUCTION INITIATIVE AND INCENTIVE

     (a)  Objective:
          ----------

          In the interest of making substantial cost reductions at Hanford,
          meeting the Federal obligation to reduce cleanup costs, and
          accelerating site cleanup, ICF Kaiser Hanford Company (ICF KH) has

 
                                                                      WHC-380393
                                                              Section H, Page 27


          the opportunity to earn cost based incentive (CBI) fee.  The CBI
          initiative covered in this clause describes this opportunity.

     (b)  Incentive Arrangement:
          ----------------------

          As a part of ICF KH's total incentive fee pool, developed in
          accordance with Department of Energy Acquisition Regulation (DEAR)
          915.971-5 and DEAR 970.1509, ICF KH's cost based incentive fee shall
          be earned at the rate of 7.386 percent for all qualifying cost savings
          up to a total of $3.25 million in paid CBI fees.

          In addition to the CBI fees paid from the incentive fee pool developed
          in accordance with DEAR 915.971-5 and DEAR 970.1509, ICF KH may also
          earn additional cost based incentive fee if both of the following
          occur:

          i.   ICF KH achieves more than $44 million in qualifying cost savings
               and

          ii.  More than $170 million in savings is achieved within the WHC
               prime contract which qualify for WHC's Challenge 170 incentive
               fee.

          In the case where ICF KH achieves more than $44 million in qualifying
          cost savings but the $170 million in overall savings is not achieved
          within the WHC prime contract, significant acknowledgement and
          specific credit will be given to ICF KH through the award fee
          evaluation process.

          This special additional CBI shall be earned at the rate of 15 percent
          and be paid exclusively from the funds generated through the savings
          actions themselves.

          A qualifying cost reduction for either the CBI or the special 15
          percent CBI fee must be an actual hard dollar cost reduction realized
          during FY 1995 in accordance with paragraph (d) below.

          The parties agree that the ICF KH shall not be entitled to payment of
          both a CBI incentive fee and any other form of incentive fee
          associated with the same cost saving initiative or action.

     (c)  Return of Savings to WHC's Management Reserve.
          ----------------------------------------------

          ICF KH is assigned a cost reduction objective of at least $44 million
          in hard dollar savings.  Cost savings, must be visible through
          underruns or be accompanied by baseline change control and satisfy a
          WHC audit assurance that claimed savings are verified hard dollars
          savings.  To qualify, such saved funds must be concurred to by WHC
          Financial Program Office and returned to the WHC Director, Contracts
          and Management Services for further disposition, application, or
          return to the Government.

 
                                                                      WHC-380393
                                                              Section H, Page 28


     (d)  Achievement of Qualifying Cost Reductions
          -----------------------------------------

          WHC's approved programmatic Multi-Year Program Plans (MYPP) and
          changes through approved change control are the baseline for measuring
          and determining qualifying cost reductions.  Evidence of savings
          achieved by ICF KH in either of two ways:

          i.   When a positive cost variance exists in a cost account controlled
               by ICF KH SSPP as measured by the difference between the Budgeted
               Cost of Work Performed (BCWP) and the Actual Cost of Work
               Performed (ACWP).  The Site Management System (SMS) or the
               Financial Data System's monthly reports will be the official
               source of data.
 
          ii.  When savings have been documented in either of the following
               ways:
 
               a)   the elimination or reduction of "low value" work activities
                    that do not affect committed deliverables or outcomes, or

               b)   the revision of program strategies that permit the
                    elimination or reduction of workscope or process steps--
                    formerly thought to be necessary to the accomplishment of
                    program objectives--without affecting committed deliverables
                    or outcomes.

          Variance, both positive and negative, from items i and ii above, will
          be summed to determine net productivity or cost savings achieved.

          The documentation will consist of WHC-approved Productivity
          Achievement Reports (PAR), funds transfer and/or change control, where
          appropriate, with year end analysis of SMS Performance and FDS
          financial reports.

     (e)  Limitations and Certifications.
          -------------------------------

          ICF KH shall not be eligible for a CBI fee in a particular cost
          account if it sacrifices its Environmental, Safety and Health (ES&H)
          performance to achieve qualifying cost reductions or if it reduces its
          costs merely by deferring work.  Accordingly, all change request
          documents must be submitted to WHC's Director, Contracts and
          Management Services for review and audit and ICF KH is required to
          certify and demonstrate the following in its request for CBI fee:

          i.   No required work, directly associated with the CBI, is overdue or
               deferred;
 

 
                                                                      WHC-380393
                                                              Section H, Page 29

          ii.  No safety incidents (exclusive of first aid) can be attributed to
               the actions or results of a CBI proposal and the Level 3
               organization responsible for those savings must have a
               satisfactory safety record as determined by the FDO.

          iii. No violations in any ES&H law, regulation or directive has been
               committed (without approved waiver) by ICF KH or its
               subcontractors in achieving the claimed savings.

     (f)  Payment of Cost Based Incentive Fees.
          -------------------------------------

          On a quarterly basis, WHC will conduct a thorough evaluation of the
          SMS reports, FDS reports, and applicable change requests and determine
          productivity or cost reductions achieved, if any.  To the extent that
          cost reductions claimed by ICF KH are deemed valid by WHC's
          Contracting Officer, ICF KH will be paid a CBI fee by WHC in
          accordance with paragraph (b) above.

          To the extent that a payment made after a quarter is subsequently
          offset by a later overrun or in netting out all overruns against
          underruns and excess CBI payments have been made, ICF KH agrees to
          repay all such excess fees with interest in accordance with the
          internal rates prescribed in WHC's prime contract for excess payments.

     (g)  Maximum Earnable Cost Based Incentive Fees.
          -------------------------------------------

          The maximum payable regular CBI fee allocated from the incentive fee
          pool developed in accordance with DEAR 915.971-5 and DEAR 970.1509, is
          $3.25 million but a special CBI fee may be earned without limit when
          ICF KH has saved more than $44 million in qualifying savings, the
          Challenge 170 objective of $170 million in prime contract savings has
          been realized, and resulting savings can generate the payment of the
          special CBI fee.

H-35 ADDITIONAL EVALUATION CRITERIA - USE OF OBJECTIVE STANDARDS OF PERFORMANCE

     (a)  Except to the extent that ICF KH is using management control systems
          maintained by WHC, ICF KH shall be responsible for maintaining, as an
          integral part of its organization, effective systems of management
          controls for its administrative, managerial and programmatic
          functions.  The system of controls shall be documented and
          satisfactory to WHC and will be approved in writing by WHC.  Such
          systems will relate to and support the performance based management
          system of this subcontract.

     (b)  In addition to other performance criteria and measures, as referenced
          or set forth elsewhere in this contract, WHC will utilize a
          performance based management system for Subcontractor oversight.  The
          performance based management system will include

 
                                                                      WHC-380393
                                                              Section H, Page 30

          the use of clear and reasonable objective performance measures agreed
          to in advance as standards against which ICF KH's overall performance
          of programmatic, administrative and managerial obligations under this
          subcontract will be assessed.  These measures are set forth in
          Attachment D of this contract.

     (c)  WHC will conduct an ongoing assessment of ICF KH's programmatic,
          administrative and managerial operations, including consideration of
          self assessments accomplished by ICF KH, as the principle means by
          which to evaluate compliance with the performance measures contained
          in Attachment D hereto.  In addition to the Award Fee Evaluation and
          other incentive mechanisms set forth in the contract, ICF KH's overall
          performance of programmatic, administrative and managerial
          responsibilities under this subcontract will be determined by the
          evaluation of demonstrated performance against the criteria and
          measurements contained in Attachment D.

     (d)  The evaluation of performance against measures contained in Attachment
          D will be consideration (1) in the development of fee awards, if any,
          and (2) as a primary consideration in the WHC approval of ICF KH
          salary requests, salary adjustments, and awards for the General
          Manager and Chief Financial Officer and Manager of Administration of
          the ICF Kaiser Hanford Company.  Clause (2) of this paragraph applies
          only if ICF KH receives written notice from the President of
          Westinghouse Hanford Company has determined that such clause is
          applicable.

     (e)  Bi-annually, or otherwise in accordance with the terms and conditions
          of this subcontract, WHC shall provide a written assessment of ICF
          KH's performance, which shall be based on the DOE appraisal program
          and the Contracting Officer's evaluation of ICF KH's self assessment
          findings and conclusions. ICF KH agrees to comply with direction or
          respond with corrective action resulting from performance deficiencies
          identified as part of WHC's evaluation of demonstrated performance
          against the criteria and measurements contained in Attachment D.

H-36 SUBCONTRACTOR'S MANAGERIAL PERSONNEL

     Managerial personnel shall include key employees as set forth in the key
     employees clause of this subcontract plus all Level I Managers.  Level I
     Managers are those management employees of ICF KH who are members of the
     senior staff (the President/General Manager and all his/her direct
     reports).

 
                                                                      WHC-380393
                                                              Section H, Page 31


H-37 IMPLEMENTATION OF THE HANFORD SITE STABILIZATION AGREEMENT

     1.   The Hanford Site Stabilization Agreement for all construction work for
          the DOE at the Hanford Site, which is referenced in this Subsection H-
          37, consists of a Basic Agreement dated September 10, 1984, plus
          Appendix A.

     2.   This Subsection H-37 applies to employees performing work, under
          subcontracts (or subcontracts thereunder) the U.S. Department of
          Energy, Richland Operations Officer, Richland (RL), which are subject
          to the Davis-Bacon Act, in the classifications set forth in the
          Hanford Site Stabilization Agreement for work performed at the Hanford
          Site.

     3.   Contractors and subcontractors at all tiers who are parties to an
          agreement(s) for construction work with a Local Union having
          jurisdiction over RL construction work performed at the Hanford Site,
          or who are parties to a national labor agreement for such construction
          work, shall become signatory to the Hanford Site Stabilization
          Agreement and shall abide by all of its provisions, including its
          Appendix A.  Subcontractors at all tiers who have subcontracts with a
          signatory contractor or subcontractor shall become signatory to the
          Hanford Site Stabilization Agreement and shall abide by all of its
          provisions, including its Appendix A.

     4.   Contractors and subcontractors at all tiers who are not signatory to
          the Hanford Site Stabilization Agreement and who are not required
          under paragraph (3) above to become signatory to the Agreement, shall
          pay not less and no more than the wages, fringe benefits, and other
          employee compensation set forth in Appendix A thereto and shall
          adhere, except as otherwise directed by the Contracting Officer, to
          the following provisions of the Agreement:

          (a) Article VII  Employment, Section 2 only
                                       ---------     
          (b) Article XII  Non-Signatory Contractor Requirements
          (c) Article XIII Hours of Work, Shifts, and Overtime
          (d) Article XIV  Holidays
          (e) Article XV   Wage Scales and Fringe Benefits, Sections 1 and 
                                                            --------------
                           2 only                         
                           -
          (f) Article XVII Payment of Wages-Checking In & Out, Section 3 only
                                                               ---------
 
          (g) Article XX   General Working Conditions
          (h) Article XXI  Safety and Health

     5.   ICF KH agrees to make no contributions in connection with this
          subcontract to Industry Promotion Funds, or similar funds, except with
          the prior approval of WHC.

 
                                                                      WHC-380393
                                                              Section H, Page 32

     6.   The obligation of ICF KH and its subcontractors to pay fringe benefits
          shall be discharged by making payments required by this Subcontract in
          accordance with the provisions of the amendments to the Davis-Bacon
          Act contained in the Act of July 2, 1964 (Public Law 88-349-78 Stat.
          238-239), and the Department of Labor regulations in implementation
          thereof (29 CFR, Parts 1, 5).

     7.   WHC may, from time to time, direct ICF KH to pay amounts for wages,
          fringe benefits, and other employee compensation as the Hanford Site
          Stabilization Agreement, including its Appendix A, may be modified by
          the parties thereto from time to time.

     8.   (a)  In the event of failure to comply with paragraphs 3, 4, 5,
               6, and 7 above, or failure to perform any of the obligations
               imposed upon ICF KH and its subcontractors hereunder, WHC may
               withhold any payments due to ICF KH and may terminate the
               Subcontract for default.

          (b)  The rights and remedies of the Government and WHC provided in
               this Subsection H-37 shall not be exclusive and are in addition
               to any other rights and remedies of the Government provided by
               law or under this Subcontract.

     9.   The requirements of this Subsection H-37 are in addition to, and shall
          not relieve ICF KH any obligation imposed by other Clauses of this
          Subcontract, including those entitled "Davis-Bacon Act", "Contract
          Work Hours and Safety Standards Act - Overtime Compensation",
          "Payrolls and Basic Records", "Compliance with Copeland Act
          Requirement", "Withholding of Funds", and "Contract Termination -
          Debarment".

     10.  ICF KH agrees to maintain its bid or proposal records showing rates
          and amounts used for computing wages and other compensation, and its
          payroll and personnel records during the course of work subject to
          this Subsection H-37, and to preserve such records for a period of
          three years thereafter, for all employees performing such work.  Such
          records will contain the name and address of each such employee, his
          correct classification, rate of pay, daily and weekly number of hours
          worked, and dates and hours of the day within which work was
          performed, deductions made, and amounts for wages and other
          compensation covered by paragraphs (3), (4), (5), (6), and (7) hereof.
          ICF KH agrees to make these records available for inspection by the
          Contracting Officer and will permit him to interview employees during
          working hours on the job.

     11.  ICF KH agrees to insert the provisions of this Subsection H-37,
          including this paragraph (11), in all subcontracts for the performance
          of work subject to the Davis-Bacon Act.

 
                                                                      WHC-380393
                                                              Section H, Page 33

H-38 WORK AT THE HANFORD SITE

     Except where approved by WHC in writing, ICF KH its affiliates, and its
     subsidiaries may not, during the term of this subcontract and for one year
     thereafter, participate in other DOE contracts, subcontracts, or proposals
     therefor involving work at the Hanford Site.  WHC will approve such
     participation unless, in the opinion of WHC, it would create an
     Organizational Conflict of Interest, as defined in DEAR 909.570, the
     appearance of such an Organizational Conflict of Interest, or otherwise
     violate any law or regulation.  The determination by WHC shall be final and
     conclusive and shall not be subject to appeal under the Disputes clause of
     this subcontract or on any other basis.

     In no event shall ICF KH its affiliates and its subsidiaries be allowed to
     compete for competitively procured construction work where ICF KH either
     participated in the definitive design of the work or where ICF KH will be
     awarding the work or acting as Construction manager.

 
                                                                       Section I
                                                                          Page i


                               PART I - SECTION I

                               TABLE OF CONTENTS
 
 
I-1    DEFINITIONS (APR 1984)................................................  1
 
I-2    OFFICIALS NOT TO BENEFIT (APR 1984)...................................  1
 
I-3    GRATUITIES (APR 1984).................................................  1
 
I-4    RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985)......  2
 
I-5    COVENANT AGAINST CONTINGENT FEES (APR 1984)...........................  2
 
I-6    SECURITY (OCT 1987)...................................................  3
 
I-7    CLASSIFICATION (APR 1993).............................................  5
 
I-8    SENSITIVE FOREIGN NATIONAL CONTROLS (APR 1984)........................  6
 
I-9    FOREIGN OWNERSHIP, CONTROL, OR INFLUENCE OVER SUBCONTRACTOR 
       (APR 1984)............................................................  6
 
I-10   REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS (APR 1984)......  8
 
I-11   ORGANIZATIONAL CONFLICTS OF INTEREST-SPECIAL CLAUSE (APR 1984)........  9
 
I-12   STOP-WORK ORDER (APR 1984)............................................ 13
 
I-13   RESERVED.............................................................. 14
 
I-14   EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (APR 1984).............. 14
 
I-15   RESERVED.............................................................. 14
 
I-16   ACQUISITION OF REAL PROPERTY (APR 1984)............................... 14
 
I-17   UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED 
       BUSINESS.............................................................. 15
 
I-18   SMALL BUSINESS AND SMALL DISADVANTAGE BUSINESS SUBCONTRACTING PLAN.... 16
 
I-19   UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986)................ 21
 
I-20   UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984)................. 21
 
I-21   LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APR 1984).................. 22
 

 
                                                                       Section I
                                                                         Page ii

I-22   CONVICT LABOR (APR 1984).............................................. 23
 
I-23   CONTRACT WORK HOURS AND SAFETY STANDARDS ACT-OVERTIME COMPENSATION 
       (MAR 1986)............................................................ 23
 
I-24   RESERVED.............................................................. 25
 
I-25   EQUAL OPPORTUNITY (APR 1984).......................................... 25
 
I-26   EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS 
       (APR 1984)............................................................ 27
 
I-27   AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS 
       (APR 1984)............................................................ 27
 
I-28   AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)................. 30
 
I-29   CLEAN AIR AND WATER (APR 1984)........................................ 32
 
I-30   HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA. 
       (NOV 1991)............................................................ 33
 
I-31   PRESERVATION OF INDIVIDUAL OCCUPATIONAL
       RADIATION EXPOSURE RECORDS (APR 1984)................................. 36
 
I-32   PRIVACY ACT NOTIFICATION (APR 1984)................................... 36
 
I-33   PRIVACY ACT (APR 1984)................................................ 36
 
I-34   PAPERWORK REDUCTION ACT (APR 1984).................................... 37
 
I-35   RESERVED.............................................................. 38
 
I-36   DUTY-FREE ENTRY....................................................... 38
 
I-37   AUTHORIZATION AND CONSENT (APR 1984).................................. 40
 
I-38   NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT..... 40
 
I-39   REPORTING OF ROYALTIES................................................ 41
 
I-40   CLASSIFIED INVENTIONS................................................. 41
 
I-41   PATENT RIGHTS-FACILITY - (DEVIATION).................................. 41
 
I-42   RESERVED.............................................................. 55
 
I-43   RIGHTS TO PROPOSAL DATA............................................... 55
 
I-44   WORKERS' COMPENSATION................................................. 55
 

 
                                                                       Section I
                                                                        Page iii



I-45   COST ACCOUNTING STANDARDS (APR 1991).................................. 56
 
I-46   ADMINISTRATION OF COST ACCOUNTING STANDARDS (SEPT 1987)............... 58
 
I-47   LIABILITY WITH RESPECT TO "COST ACCOUNTING STANDARDS"................. 60
 
I-48   DISPUTES.............................................................. 61
 
I-49   PROTEST AFTER AWARD.  (AUG 1989) --ALTERNATE I (JUN 1985)............. 61
 
I-50   CONTINUITY OF SERVICES (JAN 1991)..................................... 62
 
I-51   NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)......................... 63
 
I-52   COMPETITION IN SUBCONTRACTING (APR 1984).............................. 63
 
I-53   LIMITATION OF LIABILITY-SERVICES (APR 1984)........................... 63
 
I-54   PREFERENCE FOR U. S. - FLAG AIR CARRIERS (APR 1984)................... 64
 
I-55   PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS 
       (APR 1984)............................................................ 65
 
I-56   FOREIGN TRAVEL (APR 1984)............................................. 67
 
I-57   DELETED............................................................... 67
 
I-58   NUCLEAR HAZARDS INDEMNITY AGREEMENT. (NOV 1991)....................... 67
 
I-59   GOVERNMENT SUPPLY SOURCES (APR 1984).................................. 72
 
I-60   INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLES AND RELATED SERVICES..... 72
 
 
I-61   DELETED............................................................... 73
 
I-62   ACCOUNTS, RECORDS, AND INSPECTION (FEB 1993 REVISED).................. 73
 
I-63   CHANGES (APR 1984).................................................... 74
 
I-64   CONTRACTOR'S ORGANIZATION (APR 1984).................................. 75
 
I-65   ALLOWABLE COSTS, BASE FEE, AND AWARD FEE and INCENTIVE FEES........... 76
 
I-66   OBLIGATION OF FUNDS (FEB 1993 REVISED................................. 87
 
I-67   PAYMENTS AND ADVANCES (FEB 1993 REVISED).............................. 89
 
I-68   PRINTING (APR 1984)................................................... 93
 

 
                                                                       Section I
                                                                         Page iv



I-69   PROPERTY (JULY 1991).................................................  93
 
I-70   SUBCONTRACTOR PURCHASING SYSTEM. (OCT 1990)..........................  98
 
I-71   STATE AND LOCAL TAXES (APR 1984).....................................  99
 
I-72   SUBCONTRACTOR COST OR PRICING DATA (APR 1984)........................ 100
 
I-73   WORKMANSHIP AND MATERIALS (APR 1984)................................. 102
 
I-74   RESERVED............................................................. 103
 
I-75   RESERVED............................................................. 103
 
I-76   CONSULTANT OR OTHER COMPARABLE EMPLOYMENT SERVICES (MAY 1989)........ 103
 
I-77   ASSIGNMENT (APR 1984)................................................ 104
 
I-78   PERMITS OR LICENSES (APR 1984)....................................... 104
 
I-79   NOTICE OF LABOR DISPUTES (APR 1984).................................. 104
 
I-80   REIMBURSEMENT FOR PRIME CONTRACTOR LEGAL AND OTHER PROCEEDINGS COSTS. 104
 
I-81   DELETED.............................................................. 105
 
I-82   PRIORITIES AND ALLOCATIONS. (JUN 1987)............................... 105
 
I-83   KEY PERSONNEL (APR 1984)............................................. 105
 
I-84   OTHER GOVERNMENT SUBCONTRACTORS (APR 1984)........................... 106
 
I-85   TERMINATION (APR 1984)............................................... 106
 
I-86   PATENT INDEMNITY (MODIFIED).......................................... 108
 
I-87   ANTI-KICKBACK PROCEDURES. (OCT 1988)................................. 108
 
I-88   RESERVED............................................................. 110
 
I-89   RESERVED............................................................. 110
 
I-90   RESERVED............................................................. 110
 
I-91   RESERVED............................................................. 110
 
I-92   EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE 
       VIETNAM ERA (JAN 1988)............................................... 111
 

 
                                                                       Section I
                                                                          Page v


I-93   LEGISLATIVE LOBBYING COST PROHIBITION (JUNE 1988).................... 112
 
I-94   DRUG-FREE WORKPLACE (JULY 1990)...................................... 114
 
I-95   SUBCONTRACTOR EMPLOYEE TRAVEL DISCOUNTS. (APR 1989).................. 116
 
I-96   LIQUIDATED DAMAGES - SMALL BUSINESS SUBCONTRACTING PLAN. (AUG 1989).. 117
 
I-97   ENVIRONMENTAL PROTECTION (MAR 1994).................................. 118
 
I-98   MANAGEMENT CONTROLS (FEB 1993 REVISED)............................... 122
 
I-99   DELETED.............................................................. 122
 
I-100  DELETED.............................................................. 122
 
I-101  WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (AUG 1992)........... 122
 
I-102  REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION 
       (NOV 1990)........................................................... 123
 
I-103  PRICE OR FEE ADJUSTMENT OF ILLEGAL OR IMPROPER ACTIVITY (SEP 1990)... 125
 
I-104  LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS 
       (JAN 1990)........................................................... 127
 
I-105  PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH 
       CONTRACTORS DEBARRED,SUSPENDED, OR PROPOSED FOR DEBARMENT. 
       (JUN 1991)........................................................... 134
 
I-106  RESERVED............................................................. 135
 
I-107  RESERVED............................................................. 135
 
I-108  RESERVED............................................................. 135
 
I-109  TECHNOLOGY TRANSFER.................................................. 135
 
I-110  PAYMENT FOR OVERTIME PREMIUMS.  (JUL 1990)........................... 146
 
I-111  DAVIS-BACON ACT.  (FEB 1988)......................................... 147
 
I-112  WITHHOLDING OF FUNDS.  (FEB 1988).................................... 150
 
I-113  PAYROLLS AND BASIC RECORDS.  (FEB 1988).............................. 150
 
I-114  APPRENTICES AND TRAINEES.  (FEB 1988)................................ 152
 

 
                                                                       Section I
                                                                         Page vi



I-115  COMPLIANCE WITH COPELAND ACT REQUIREMENTS.(FEB 1988)................. 154
 
I-116  SUBCONTRACTS (LABOR STANDARDS). (FEB 1988)........................... 154
 
I-117  CONTRACT TERMINATION - DEBARMENT. (FEB 1988)......................... 154
 
I-118  COMPLIANCE WITH DAVIS-BACON AND RELATED ACT REGULATIONS. 
       (FEB  1988).......................................................... 155
 
I-119  DISPUTES CONCERNING LABOR STANDARDS. (FEB 1988)...................... 155
 
I-120  CERTIFICATION OF ELIGIBILITY. (FEB 1988)............................. 155
 
I-121  APPROVAL OF WAGE RATES. (FEB 1988)................................... 155
 
I-122  LABOR STANDARDS FOR CONSTRUCTION WORK - FACILITIES SUBCONTRACTS. 
       (FEB 1988)........................................................... 156
 
I-123  AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION 
       (APR  1984).......................................................... 157
 
I-124  BUY AMERICAN ACT-CONSTRUCTION MATERIALS (APR 1984)................... 163
 
I-125  RESTRICTIONS ON CONTRACTING WITH SANCTIONED PERSONS. (APR 1991)...... 164
 
I-127  COST ACCOUNTING STANDARDS PENALTIES.................................. 181
 
I-128  INDEMNITY ASSURANCE TO ARCHITECT-ENGINEER OR SUPPLIER PRIOR TO 
       OPERATION............................................................ 181
 
I-129  COST AND SCHEDULE CONTROL SYSTEMS (APR 1984)......................... 182

 
                                                                      WHC-380393
                                                               Section I, Page 1



I-1  DEFINITIONS (APR 1984)

     (a)  "Head of Agency" or "Secretary" means the Secretary, Deputy Secretary
          or Under Secretary of the Department of Energy.

     (b)  "Contracting Officer" means the Government Official executing the
          prime contract between WHC and DOE and includes any appointed
          successor or authorized representative thereof.

     (c)  "Government" means the United States of America.

     (d)  "DOE" means the U.S. Department of Energy or any duly authorized
          representative thereof, including any successor or predecessor agency
          thereof, including the Contracting Officer.

     (e)  "WHC" or "Contractor" means the Westinghouse Hanford Company.

     (f)  "Seller," "ICF KH" or "Subcontractor" means ICF Kaiser Hanford
          Company.

I-2  OFFICIALS NOT TO BENEFIT (APR 1984)

     No member of or delegate to Congress, or resident commissioner, shall be
     admitted to any share or part of this subcontract, or to any benefit
     arising from it.  However, this clause does not apply to this subcontract
     to the extent that this subcontract is made with a corporation for the
     corporation's general benefit.

I-3  GRATUITIES (APR 1984)

     (a)  The right of ICF Kaiser Hanford Company (ICF KH) to proceed may be
          terminated by written notice if, after notice and hearing, WHC
          determines that ICF KH, its agent, or another representative -

          1)   Offered or gave a gratuity (e.g., an entertainment or gift) to an
               officer, official, or employee of the Government; and

          2)   Intended, by the gratuity, to obtain a subcontract or favorable
               treatment under a subcontract.

     (b)  The facts supporting this determination may be reviewed by any court
          having lawful jurisdiction.

     (c)  If this subcontract is terminated under paragraph (a) above, WHC and
          the Government are entitled to pursue the same remedies as in a breach
          of the subcontract.

 
                                                                      WHC-380393
                                                               Section I, Page 2



     (d)  The rights and remedies of WHC and the Government provided in this
          clause shall not be exclusive and are in addition to any other rights
          and remedies provided by law or under this subcontract.

I-4  RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1985)

     (a)  Except as provided in (b) below, ICF KH shall not enter into any
          agreement with an actual or prospective lower-tier subcontractor, nor
          otherwise act in any manner, which has or may have the effect of
          restricting sales by such lower-tier subcontractors directly to WHC of
          any item or process (including computer software) made or furnished by
          the lower-tier subcontractor under this subcontract or under any
          follow-on production subcontract.

     (b)  The prohibition in (a) above does not preclude ICF KH from asserting
          rights that are otherwise authorized by law or regulation.

     (c)  ICF KH agrees to incorporate the substance of this clause, including
          this paragraph (c), in all lower-tier subcontracts under this
          subcontract.

I-5  COVENANT AGAINST CONTINGENT FEES (APR 1984)

     (a)  ICF KH warrants that no person or agency has been employed or retained
          to solicit or obtain this subcontract upon an agreement or
          understanding for a contingent fee, except a bona fide employee or
          agency.  For breach or violation of this warranty, WHC and the
          Government shall have the right to annul this subcontract without
          liability or, in its discretion, to deduct from the subcontract price
          or consideration, or otherwise recover, the full amount of the
          contingent fee.

     (b)  "Bona fide agency," as used in this clause, means an established
          commercial or selling agency, maintained by ICF KH for the purpose of
          securing business, that neither exerts nor proposes to exert improper
          influence to solicit or obtain Government contracts nor holds itself
          out as being able to obtain any Government contract or contracts
          through improper influence.

          "Bona fide employee," as used in this clause, means a person, employed
          by ICF KH and subject to ICF KH's supervision and control as to time,
          place, and manner of performance, who neither exerts nor proposes to
          exert improper influence to solicit or obtain Government contracts or
          holds out as being able to obtain any Government contract or contracts
          through improper influence.

 
                                                                      WHC-380393
                                                               Section I, Page 3



          "Contingent fee," as used in this clause, means any commission,
          percentage, brokerage, or other fee that is contingent upon the
          success that a person or concern has in securing a WHC subcontract.

          "Improper influence," as used in this clause, means any influence that
          induces or tends to induce a WHC employee or officer to give
          consideration or to act regarding a WHC subcontract on any basis other
          than the merits of the matter.

     (c)  Subcontracts and purchase orders.  Unless otherwise authorized by WHC
          in writing, ICF KH shall cause provisions similar to the foregoing to
          be inserted in all lower-tier subcontracts and purchase orders entered
          into under this subcontract.

I-6  SECURITY (OCT 1987)

     (a)  Responsibility.

          It is ICF KH's duty to safeguard all classified information, special
          nuclear material, and other DOE property.  ICF KH shall, in accordance
          with DOE security and counterintelligence regulations and
          requirements, be responsible for safeguarding all classified
          information, and protecting against sabotage, espionage, loss and
          theft of the classified, unclassified sensitive, or proprietary matter
          in ICF KH's possession in connection with the performance of work
          under this subcontract.  Except as otherwise expressly provided in
          this subcontract, ICF KH shall, upon completion or termination of this
          subcontract, transmit to WHC any classified, unclassified sensitive,
          or proprietary matter in the possession of ICF KH or any person under
          ICF KH's control in connection with performance of this subcontract.
          If retention by ICF KH of any classified, unclassified sensitive, or
          proprietary matter in ICF KH's possession is required after the
          completion or termination of the subcontract and such retention is
          approved by WHC, ICF KH will complete a certificate of possession to
          be furnished to WHC specifying the classified, unclassified sensitive,
          or proprietary matter in ICF KH's possession to be retained.  The
          certification shall identify the items and types or categories of
          matter retained, the conditions governing the retention of the matter,
          and the period of retention, if known.  If the retention is approved
          by WHC, the security provisions of the subcontract shall continue to
          be applicable to the matter retained.  Special nuclear materials shall
          not be retained after the completion or termination of the
          subcontract.

 
                                                                      WHC-380393
                                                               Section I, Page 4


     (b)  Regulations.

          ICF KH agrees to comply with all security and counterintelligence
          regulations and requirements of WHC in effect at the date of award.

     (c)  Definition of classified information.

          The term "classified information" means Restricted Data, Formerly
          Restricted Data or National Security Information.

     (d)  Definition of restricted data.

          The term "Restricted Data" means all data concerning (1) design,
          manufacture, or utilization of atomic weapons; (2) the production of
          special nuclear material; or (3) the use of special nuclear material
          in the production of energy, but shall not include data declassified
          or removed from the Restricted Data category pursuant to Section 142
          of the Atomic Energy Act of 1954, as amended.

     (e)  Definition of formerly restricted data.

          The term "Formerly Restricted Data" means all data removed from the
          Restricted Data category under section 142 d. of the Atomic Energy Act
          of 1954, as amended.

     (f)  Definition of National Security Information.

          The term "National Security Information" means any information or
          material, regardless of its physical form or characteristics, that is
          owned by, produced for or by, or is under the control of the United
          States Government, that has been determined pursuant to Executive
          Order 12356 or prior Orders to require protection against unauthorized
          disclosure, and which is so designated.

     (g)  Definition of Special Nuclear Material (SNM).

          SNM means:  (1) Plutonium, uranium enriched in the isotope 233 or in
          the isotope 235, and any other material which pursuant to the
          provisions of Section 51 of the Atomic Energy Act of 1954, as amended,
          has been determined to be special nuclear material, but does not
          include source material; or (2) any material artificially enriched by
          any of the foregoing, but does not include source material.

 
                                                                      WHC-380393
                                                               Section I, Page 5



     (h)  Security clearance of personnel.

          ICF KH shall not permit any individual to have access to any
          classified information, except in accordance with the Atomic Energy
          Act of 1954, as amended, Executive Order 12356, and the DOE's
          regulations or requirement applicable to the particular level and
          category of classified information to which access is required.

     (i)  Criminal liability.

          It is understood that disclosure of any classified information
          relating to the work or services ordered hereunder to any person not
          entitled to receive it, or failure to safeguard any classified
          information that may come to ICF KH or any person under the
          Subcontractor's control in connection with work under this
          subcontract, may subject ICF KH, its agents, employees, or
          subcontractors to criminal liability under the laws of the United
          States.  (See the Atomic Energy Act of 1954, as amended, 42 U.S.C.
          2011 et seq; 18 U.S.C. 793 and 794; and Executive Order 12356.)

     (j)  Subcontracts and purchase orders.

          Except as otherwise authorized in writing by WHC, the ICF KH shall
          insert provisions similar to the foregoing in all subcontracts and
          purchase orders under this subcontract.

I-7  CLASSIFICATION (APR 1993)

     In the performance of the work under this subcontract, ICF KH shall ensure
     that all information and equipment originated or generated under the
     subcontract in a classified or potentially classified subject area are
     reviewed by a Federal Government Original Classifier or a Federal
     Government or Contractor Derivative Classifier shall in accordance with
     classification regulations (e.g., internal agency directives) and guidance
     furnished to ICF KH by WHC or the DOE.  Every lower-tier subcontract and
     purchase order issued hereunder involving the origination or generation of
     classified information or equipment shall require that, in the performance
     of such lower-tier subcontract or purchase order, the lower-tier
     subcontractor or supplier shall ensure that all such information or
     equipment in a classified or potentially classified subject area are
     reviewed by a Federal Government Original Classifier or a Federal
     Government or Contractor Derivative Classifier in accordance with
     classification regulations (e.g., internal agency directives) and guidance
     furnished to such lower-tier subcontractor or supplier by ICF KH.

 
                                                                      WHC-380393
                                                               Section I, Page 6



I-8  SENSITIVE FOREIGN NATIONAL CONTROLS (APR 1984)

     (a)  In connection with any activities in the performance of this
          subcontract, ICF KH agrees to comply with the "Sensitive Foreign
          Nationals Controls" requirements relating to those countries, which
          may from time to time, be identified to ICF KH by WHC.  ICF KH shall
          have the right to terminate its performance under this subcontract
          upon at least 60 days prior written notice to WHC if ICF KH determines
          that it is unable, without substantially interfering with its policies
          or without adversely effecting its performance to continue performance
          of the work under this subcontract as a result of such notification.
          If ICF KH elects to terminate performance, the provisions of this
          subcontract regarding termination for the convenience of WHC shall
          apply.

     (b)  The provisions of this clause shall be included in any lower-tier
          subcontracts.

I-9  FOREIGN OWNERSHIP, CONTROL, OR INFLUENCE OVER SUBCONTRACTOR (APR 1984)

     (a)  For purposes of this clause, a foreign interest is defined as any of
          the following:

          1)   A foreign government or foreign government agency;

          2)   any form of business enterprise organized under the laws of any
               country other than the United States or its possessions;

          3)   any form of business enterprise organized or incorporated under
               the laws of the U. S., or a State or other jurisdiction within
               the U. S., which is owned, controlled, or influenced by a foreign
               government, agency, firm, corporation or person; or

          4)   any person who is not a U. S. citizen.

     (b)  Foreign Ownership, Control, or Influence (FOCI) means the situation
          where the degree of ownership, control, or influence over ICF KH by a
          foreign interest is such that a reasonable basis exists for concluding
          that compromise of classified information, special nuclear material as
          defined in 10 CFR Part 710, may result.

     (c)  For purposes of this clause, subcontractor means any subcontractor at
          any tier and the term "contracting officer" shall mean WHC.  When this
          clause is included in a subcontract, the term "contractor" shall mean
          subcontractor and the term "contract" shall mean subcontract.

 
                                                                      WHC-380393
                                                               Section I, Page 7


     (d)  ICF KH shall immediately provide WHC written notice of any changes in
          the extent and nature of FOCI over ICF KH which would affect the
          answers to the questions presented in DEAR 952.204-73.  Further,
          notice of changes in ownership or control which are required to be
          reported to the Securities and Exchange Commission, the Federal Trade
          Commission, or the Department of Justice shall also be furnished
          concurrently to WHC.

     (e)  In those cases where ICF KH has changes involving FOCI, WHC must
          determine whether the changes will pose an undue risk to the common
          defense and security.  In making this determination, WHC shall
          consider proposals made by ICF KH to avoid or mitigate foreign
          influences.

     (f)  If WHC at any time determines that ICF KH, is, or is potentially,
          subject to FOCI, ICF KH shall comply with such instructions as WHC
          shall provide in writing to safeguard any classified information or
          significant quantity of special nuclear material.

     (g)  ICF KH agrees to insert terms that conform substantially to the
          language of this clause including this paragraph (g) in all lower-tier
          subcontractors under this subcontract that will require access to
          classified information or a significant quantity of special nuclear
          material.  Additionally, ICF KH shall require such lower-tier
          subcontractors to submit a completed certification required in DEAR
          952.204-73 prior to award of a lower-tier subcontract.  Information to
          be provided by a lower-tier subcontractor pursuant to this clause may
          be submitted directly to WHC.

     (h)  Information submitted by ICF KH or any affected lower-tier
          subcontractor as required pursuant to this clause shall be treated by
          WHC to the extent permitted by law, as business or financial
          information submitted in confidence to be used solely for purposes of
          evaluating FOCI.

     (i)  The requirements of this clause are in addition to the requirement
          that ICF KH obtain and retain the security clearances required by the
          subcontract.  This clause shall not operate as a limitation on WHC
          rights, including its rights to terminate this subcontract.

     (j)  WHC may terminate this subcontract for default either if ICF KH fails
          to meet obligations imposed by this clause, e.g., provide the
          information required by this clause, comply with WHC instructions
          about safeguarding classified information, or make this clause
          applicable to lower-tier subcontractors, or if, in WHC's judgment, ICF
          KH creates an FOCI situation in order to avoid performance of a
          termination for default.  WHC may terminate this subcontract for
          convenience if ICF KH becomes subject to FOCI and

 
                                                                      WHC-380393
                                                               Section I, Page 8


          for reasons other than avoidance of performance of the subcontract,
          cannot, or chooses not to, avoid or mitigate the FOCI problem.

I-10 REQUIRED SOURCES FOR JEWEL BEARINGS AND RELATED ITEMS (APR 1984)

     (a)  This clause applies only if supplies furnished under this subcontract
          contain jewel bearings or related items.

     (b)  "Jewel bearing," as used in this clause, means a piece of synthetic
          corundum (sapphire or ruby) of any shape, except a phonograph needle,
          that has one or more polished surfaces to provide supporting surfaces
          or low-friction subcontract areas for revolving, oscillating, or
          sliding parts in an instrument, mechanism, subassembly, or part.  A
          jewel bearing may be unmounted or may be mounted into a ring or
          bushing.  Examples are watch holes-olive, watch holes-straight, pallet
          stones, roller jewels (jewel pins), endstones (caps), vee (cone)
          jewels, instrument rings, cups, and double cups.

          "Plant," as used in this clause, means the Government-owned,
          contractor-operated William Langer Plant, Rolla, North Dakota 58367
          (Phone: 701-477-3193).

          "Price list," as used in this clause, means the U.S. Government Jewel
          Bearing Price List, published periodically by the General Services
          Administration for jewel bearings produced by the Plant.

          "Related item," as used in this clause, means a piece of synthetic
          corundum (sapphire or ruby), other than a jewel bearing, that (1) is
          made from material produced by the Verneuil flame fusion process, (2)
          has a geometric shape up to a maximum of 1 inch in any dimension, (3)
          requires extremely close tolerances and highly polished surfaces
          identical to those involved in manufacturing jewel bearings, and (4)
          is either mounted in a retaining or supporting structure or unmounted.
          Examples are window, nozzle, guide, knife edge, knife edge plate,
          insulator domed pin, slotted insulator, sphere, ring gauge, spacer,
          disc, valve seat, rod, vee groove, D-shaped insulator, and notched
          plate.

     (c)  All jewel bearings and related items required for the supplies to be
          furnished under this subcontract (or an equal quantity of the same
          type, size, and tolerances) shall be acquired from the following
          sources:  jewel bearings from the Plant, unless the Plant declines or
          rejects the order; and related items from domestic manufacturers,
          including the Plant, if the items can be obtained from those sources.
          Sources other than the foregoing may be used if the foregoing sources
          decline or reject the order.

 
                                                                      WHC-380393
                                                               Section I, Page 9


          (1)  Orders may be placed with the Plant for individual contracts, for
               a combination of contracts, or for stock.  If the order is for an
               individual contract, the prime contract number shall be placed on
               it.

          (2)  Orders, and any supplements to orders, for items listed in the
               price list shall refer to the most recent price list and its
               date.

          (3)  Requests for quotations for items not listed in the price list
               should be accompanied by drawings and forwarded to the Plant and
               soon as possible to ensure prompt quotation or rejection of the
               order.

     (d)  At its option, the Plant may decline or reject all or part of ICF KH's
          or subcontractor's order.  If the order is declined or rejected, ICF
          KH shall notify WHC contract administration office cognizant of this
          subcontract promptly in writing, enclosing copy of the rejection
          notice.  Unless the declination or rejection has been caused by
          current excessive and overdue ICF KH indebtedness to the Plant as
          determined by the Plant, WHC shall evaluate the impact and make an
          equitable adjustment in the contract price, in the delivery schedule,
          or in both, if one is warranted.  This procedure shall also apply to
          orders for related items rejected by any other domestic manufacturer.

     (e)  ICF KH agrees to insert this clause, including this paragraph (e), and
          the subcontract number in every subcontract unless ICF KH has positive
          knowledge that the subassembly, component, or part being purchased
          does not contain jewel bearings or related items.

I-11 ORGANIZATIONAL CONFLICTS OF INTEREST-SPECIAL CLAUSE (APR 1984)

     (a)  Purpose.

          The primary purpose of this clause is to aid in ensuring that ICF KH
          (1) is not biased because of its past, present, or currently planned
          interests (financial, contractual, organizational, or otherwise) which
          relate to the work under this subcontract, and (2) does not obtain any
          unfair competitive advantage over other parties by virtue of its
          performance of this subcontract.

     (b)  Scope.

          The restrictions described herein shall apply to performance or
          participation by ICF KH and any of its affiliates or their successors
          in interest (hereinafter collectively referred to as "ICF KH") in the
          activities covered by this clause, as a prime

 
                                                                      WHC-380393
                                                              Section I, Page 10


          contractor, subcontractor, cosponsor, joint venturer, consultant, or
          in any similar capacity.

          (1)  Technical Consulting and Management Support Services

               (i)   Except as approved by WHC on a case-by-case basis, ICF KH
                     shall be ineligible to participate in any capacity in WHC
                     or DOE contracts, subcontracts, or proposals therefore
                     (solicited or unsolicited) which stem directly from ICF
                     KH's performance of work under this subcontract.
                     Furthermore, unless so directed in writing by WHC, ICF KH
                     shall not perform any technical consulting or management
                     support services work under this subcontract on any of its
                     products or services or the products or services of another
                     firm if ICF KH is or has been substantially involved in
                     their development or marketing. Nothing in this
                     subparagraph shall preclude ICF KH from competing for
                     follow-on subcontracts for technical consulting and
                     management support services.

               (ii)  If ICF KH under this subcontract prepares a complete or
                     essentially complete statement of work or specifications to
                     be used in competitive acquisitions, ICF KH shall be
                     ineligible to perform or participate in any capacity in any
                     subcontractual effort which is based on such statement of
                     work or specifications.  ICF KH shall not incorporate its
                     products or services in such statement of work or
                     specifications unless so directed in writing by WHC, in
                     which case the restrictions in this subparagraph shall not
                     apply.

               (iii) Nothing in this paragraph shall preclude ICF KH from
                     offering or selling its standard commercial items to WHC or
                     the Government.

          (2)  Access To and Use of Information.

               (i)   If ICF KH, in the performance of this subcontract, obtains
                     access to information, such as Department plans, policies,
                     reports, studies, financial plans, internal data protected
                     by the Privacy Act of 1974 (Pub. L. 93-579), or data which
                     has not been released or otherwise made available to the
                     public, ICF KH agrees that without prior written approval
                     of WHC it shall not: (a) use such information for any
                     private purpose unless the information has been released or
                     otherwise made available to the public; (b) compete for
                     work for DOE based on such information for a

 
                                                                      WHC-380393
                                                              Section I, Page 11


                     period of six (6) months after either the completion of
                     this subcontract or until such information is released or
                     otherwise made available to the public, whichever is first;
                     (c) submit an unsolicited proposal to the Government which
                     is based on such information until one year after such
                     information is released or otherwise made available to the
                     public; and (d) release such information unless such
                     information has previously been released or otherwise made
                     available to the public by DOE.

               (ii)  In addition, ICF KH agrees that to the extent it receives
                     or is given access to proprietary data, data protected by
                     the Privacy Act of 1974 (Pub. L 93-579), or other
                     confidential or privileged technical, business, or
                     financial information under this subcontract, it shall
                     treat such information in accordance with any restrictions
                     imposed on such information.

               (iii) ICF KH shall have, subject to patent, data, and security
                     provisions of this subcontract, the right to use technical
                     data it first produces under this subcontract for its
                     private purposes provided that, as of the date of such use,
                     all reporting requirements of this subcontract have been
                     met or ICF KH has reported such information or data in
                     writing to WHC.

     (c)  Disclosure After Award

          (1)  ICF KH agrees that if after award it discovers an organizational
               conflict of interest with respect to this subcontract, an
               immediate and full disclosure shall be made in writing to WHC
               which shall include a description of the action which ICF KH has
               taken or proposes to take to avoid or mitigate such conflicts.

               WHC may, however, terminate the subcontract for convenience if it
               deems such termination to be in the best interests of the
               Government.

          (2)  In the event that ICF KH was aware of an organizational conflict
               of interest prior to the award of this subcontract and did not
               disclose the conflict to WHC, WHC may terminate the subcontract
               for default.

 
                                                                      WHC-380393
                                                              Section I, Page 12

     (d)  Subcontracts.

          (1)  ICF KH shall include the Standard Organizational Conflict of
               Interest clause of DEAR 952.209-72, in subcontracts of any tier
               which involve performance or work of the type specified in (b)(1)
               above or access to information of the type covered in (b)(2)
               above.  The terms "contract," "Contractor," and "Contracting
               Officer," shall be appropriately modified to preserve WHC and the
               Government's rights.

          (2)  If a subcontract is to be issued for evaluation services or
               activities, technical consulting or management support services
               work as defined at 909.570, ICF KH shall obtain for WHC, a
               disclosure statement or representation, in accordance with DOE
               regulations in effect at the time, from each intended
               subcontractor or consultant.  ICF KH shall not enter into any
               subcontract nor engage any consultant unless any organizational
               conflict of interest requirements applicable to the subcontract
               or consultant have been met.

     (e)  Remedies.

          For breach of any of the above restrictions or for nondisclosure or
          misrepresentation of any relevant facts required to be disclosed
          concerning this subcontract, WHC may terminate the subcontract for
          default, disqualify ICF KH for subsequent related subcontractual
          efforts and pursue such other remedies as may be permitted by law or
          this subcontract.

     (f)  Waiver.

          Requests for waiver under this clause shall be directed in writing to
          WHC and shall include a full description of the requested waiver and
          the reasons in support thereof.  If it is determined to be in the best
          interests of WHC, WHC shall grant such a waiver in writing.

     (g)  Modifications.

          Prior to a subcontract modification when the statement of work is
          modified to add new work, the period of performance is significantly
          increased, or the parties to the subcontract are changed, WHC will
          request and ICF KH is required to submit either an organizational
          conflict of interest disclosure or representation or an update of the
          previously submitted disclosure or representation.

 
                                                                      WHC-380393
                                                              Section I, Page 13



     (h)  WHC and ICF KH agree to cooperate in applying this clause in such a
          manner as to permit other business units of ICF KH appropriate
          opportunity to compete for work resulting directly or indirectly from
          this subcontract.

     (i)  ICF KH will use its best efforts to control access of ICF KH personnel
          not engaged in the performance of this subcontract to facilities in
          which performance of this subcontract is in progress on the same basis
          as the access of U.S. citizens employed by U.S. organizations is
          controlled.  Subcontractor's headquarters staff and executives of the
          rank of Corporate Director, Vice President, Executive Vice President,
          President, and Trustee, will be deemed to be engaged in the
          performance of this subcontract.

I-12 STOP-WORK ORDER (APR 1984)

     (a)  WHC may, at any time, by written order to ICF KH, require ICF KH to
          stop all, or any part, of the work called for by this subcontract for
          a period of 90 days after the order is delivered to ICF KH, and for
          any further period to which the parties may agree.  The order shall be
          specifically identified as a stop-work order issued under this clause.
          Upon receipt of the order, ICF KH shall immediately comply with its
          terms and take all reasonable steps to minimize the incurrence of
          costs allocable to the work covered by the order during the period of
          work stoppage.  Within a period of 90 days after a stop-work order is
          delivered to ICF KH, or within any extension of that period to which
          the parties shall have agreed, WHC shall either:

          (1)  Cancel the stop-work order; or

          (2)  Terminate the work covered by the order as provided in the
               Default, or the Termination for Convenience of WHC, clause of
               this subcontract.

     (b)  If stop-work order issued under this clause is canceled or the period
          of the order or any extension thereof expires, ICF KH shall resume
          work.  WHC shall make an equitable adjustment in the delivery schedule
          or subcontract price, or both, and the subcontract shall be modified,
          in writing, accordingly, if:

          (1)  The stop-work order results in an increase in the time required
               for, or in ICF KH's cost properly allocable to, the performance
               of any part of this subcontract; and

 
                                                                      WHC-380393
                                                              Section I, Page 14


          (2)  ICF KH asserts its right to the adjustment within 30 days after
               the end of the period of work stoppage; provided, that, if WHC
               decides the facts justify the action, WHC may receive and act
               upon a claim submitted at any time before final payment under
               this subcontract.

     (c)  If a stop-work order is not canceled and the work covered by the order
          is terminated for the convenience of WHC, WHC shall allow reasonable
          costs resulting from the stop-work order in arriving at the
          termination settlement.

     (d)  If a stop-work order is not canceled and the work covered by the order
          is terminated for default, WHC shall allow, by equitable adjustment or
          otherwise, reasonable costs resulting from the stop-work order.

I-13 RESERVED

I-14 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (APR 1984)

     (a)  This clause applies if this subcontract exceeds $10,000 and was
          entered into by negotiation.

     (b)  The Comptroller General of the United States or a duly authorized
          representative from the General Accounting Office (GAO), shall, until
          three years after final payment under this subcontract or for any
          shorter period specified in Federal Acquisition Regulation (FAR)
          Subpart 4.7, Contractor Records Retention, have access to and the
          right to examine any of ICF KH's directly pertinent books, documents,
          papers, or other records involving transactions related to this
          subcontract.

     (c)  The periods of access and examination described in paragraphs (b)
          above for records relating to (1) appeals under the Disputes clause,
          (2) litigation or settlement of claims arising from the performance of
          this subcontract, or (3) costs and expenses of this subcontract to
          which the Comptroller General or a duly authorized representative from
          the GAO has taken exception shall continue until such appeals,
          litigation, claims, or exceptions are disposed of.

     (d)  Nothing in this subcontract shall be deemed to preclude an audit by
          the GAO of any transaction under this subcontract.

I-15 RESERVED

I-16 ACQUISITION OF REAL PROPERTY (APR 1984)

 
                                                                      WHC-380393
                                                              Section I, Page 15


     (a)  Notwithstanding any other provision of the subcontract, the prior
          approval of WHC shall be obtained when, in performance of this
          subcontract, ICF KH acquires or proposes to acquire use of real
          property by:

          (1)  Purchase, on the Government's behalf or in ICF KH's own name,
               with title eventually vesting in the Government.

          (2)  Lease, and the Government assumes liability for, or will
               otherwise pay for the obligation under the lease as a
               reimbursable subcontract cost.

          (3)  Acquisition of temporary interest through easement, license or
               permit, and the Government funds the entire cost of the temporary
               interest.

     (b)  Justification of and execution of any real property acquisitions shall
          be in accordance and compliance with directions provided by WHC.

     (c)  The substance of this clause, including this paragraph (c), shall be
          included in any subcontract occasioned by this subcontract under which
          property described in paragraph (a) of this clause shall be acquired.

I-17   UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS
       CONCERNS.  (FEB 1990)

     (a)  It is the policy of the United States that small business concerns and
          small business concerns owned and controlled by socially and
          economically disadvantaged individuals shall have the maximum
          practicable opportunity to participate in performing subcontracts let
          by any Federal agency, including subcontracts and subcontracts for
          subsystems, assemblies, components, and related services for major
          systems.  It is further the policy of the United States that its
          subcontractors establish procedures to ensure the timely payment of
          amounts due pursuant to the terms of their subcontracts with small
          business concerns and small business concerns owned and controlled by
          socially and economically disadvantaged individuals.

     (b)  ICF KH hereby agrees to carry out this policy in the awarding of
          subcontracts to the fullest extent consistent with efficient
          subcontract performance.  The subcontractor further agrees to
          cooperate in any studies or surveys as may be conducted by the United
          States Small Business Administration or the awarding agency of the
          United States as may be necessary to determine the extent of the
          subcontractor's compliance with this clause.

 
                                                                      WHC-380393
                                                              Section I, Page 16


     (c)  As used in this subcontract, the term "small business concern" shall
          mean a small business as defined pursuant to section 3 of the Small
          Business Act and relevant regulations promulgated pursuant thereto.
          The term small business concern owned and controlled by socially and
          economically disadvantaged individuals shall mean a small business
          concern (1) which is at least 51 percent unconditionally owned by one
          or more socially and economically disadvantaged individuals; or, in
          the case of any publicly owned business, at least 51 per cent of the
          stock of which is unconditionally owned by one or more socially and
          economically disadvantaged individuals; and (2) whose management and
          daily business operations are controlled by one or more of such
          individuals.  This term also means a small business concern that is at
          least 51 percent unconditionally owned by an economically
          disadvantaged Indian tribe or Native Hawaiian Organization, or a
          publicly owned business having at least 51 percent of its stock
          unconditionally owned by one of these entities which has its
          management and daily business controlled by members of an economically
          disadvantaged Indian tribe or Native Hawaiian Organization, and which
          meets the requirements of 13 CFR part 124. The subcontractor shall
          presume that socially and economically disadvantaged individuals
          include Black Americans, Hispanic Americans, Native Americans, Asian-
          Pacific Americans, Subcontinent Asian Americans, and other minorities,
          or any other individual found to be disadvantaged by the
          Administration pursuant to section 8(a) of the Small Business Act.
          The subcontractor shall presume that socially and economically
          disadvantaged entities also include Indian Tribes and Native Hawaiian
          Organizations.

     (d)  Contractors acting in good faith may rely on written representations
          by their subcontractors regarding their status as either a small
          business concern or a small business concern owned and controlled by
          socially and economically disadvantaged individuals.

I-18 SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN.  (JAN
     1991)

     (a)  This clause does not apply to small business concerns.

     (b)  "Commercial product," as used in this clause, means a product in
          regular production that is sold in substantial quantities to the
          general public and/or industry at established catalog or market
          prices.  It also means a product which, in the opinion of WHC, differs
          only insignificantly from the ICF KH'S commercial product.

          "Subcontract," as used in this clause, means any agreement (other than
          one involving an employer-employee relationship) entered into

 
                                                                      WHC-380393
                                                              Section I, Page 17


          by a Federal Government prime contractor or subcontractor calling for
          supplies or services required for performance of the contract or
          subcontract.

     (c)  ICF KH, upon request by WHC, shall submit and negotiate a
          subcontracting plan, where applicable, which separately addresses
          subcontracting with small business concerns and with small
          disadvantaged business concerns.  If ICF KH is submitting an
          individual contract plan, the plan must separately address
          subcontracting with small business concerns and with small
          disadvantaged business concerns with a separate part for the basic
          contract and separate parts for each option (if any).  The plan shall
          be included in and made a part of the resultant contract.  The
          subcontracting plan shall be negotiated within the time specified by
          WHC.  Failure to submit and negotiate the subcontracting plan shall
          make ICF KH ineligible for award of a subcontract.

     (d)  ICF KH's subcontracting plan shall include the following:

          (1)  Goals, expressed in terms of percentages of total planned
               subcontracting dollars, for the use of small business concerns
               and small disadvantaged business concerns as subcontractors.  ICF
               KH shall include all subcontracts that contribute to subcontract
               performance, and may include a proportionate share of products
               and services that are normally allocated as indirect costs.

          (2)  A statement of -

               (i)  Total dollars planned to be subcontracted;

              (ii)  Total dollars planned to be subcontracted to small business
                    concerns; and

             (iii)  Total dollars planned to be subcontracted to small
                    disadvantaged business concerns.

          (3)  A description of the principal types of supplies and services to
               be subcontracted, and an identification of the types planned for
               subcontracting to (i) small business concerns and (ii) small
               disadvantaged business concerns.

          (4)  A description of the method used to develop the subcontracting
               goals in (1) above.

          (5)  A description of the method used to identify potential sources
               for solicitation purposes (e.g., existing company source lists,
               the Procurement Automated Source System (PASS)

 
                                                                      WHC-380393
                                                              Section I, Page 18



               of the Small Business Administration, the National Minority
               Purchasing Council Vendor Information Service, the Research and
               Information Division of the Minority Business Development Agency
               in the Department of Commerce, or small and small disadvantaged
               business concerns trade associations).

          (6)  A statement as to whether or not ICF KH included indirect costs
               in establishing subcontracting goals, and a description of the
               method used to determine the proportionate share of indirect
               costs to be incurred with (i) small business concerns and (ii)
               small disadvantaged business concerns.

          (7)  The name of the individual employed by ICF KH who will administer
               ICF KH's subcontracting program, and a description of the duties
               of the individual.

          (8)  A description of the efforts ICF KH will make to assure that
               small business concerns and small disadvantaged business concerns
               have an equitable opportunity to compete for subcontracts.

          (9)  Assurances that ICF KH will include the clause in this
               subcontract entitled "Utilization of Small Business Concerns and
               Small Disadvantaged Business Concerns" in all subcontracts that
               offer further subcontracting opportunities, and that ICF KH will
               require all subcontractors (except small business concerns) who
               receive subcontracts in excess of $500,000 ($1,000,000 for
               construction of any public facility), to adopt a plan similar to
               the plan agreed to by ICF KH.

          (10) Assurances that ICF KH will (i) cooperate in any studies or
               surveys as may be required, (ii) submit periodic reports in order
               to allow the Government to determine the extent of compliance by
               ICF KH with the subcontracting plan, (iii) submit, not later than
               the 25th day of the succeeding month, Standard Form (SF) 294
               only, (DOE contractors need not submit SF 295) on a quarterly
               basis current as of the last day of March, June, September and
               December, and upon subcontract completion, in accordance with the
               instructions on the form, except the report shall be submitted
               quarterly rather than semiannually and additionally shall
               indicate at the remarks block the number and dollar amount of
               awards made to labor surplus area concerns to the extent such
               reporting is required by the terms of their contract, and (iv)
               ensure that its subcontractors agree to submit SF 294 in
               accordance with the instructions at (iii) above.

 
                                                                      WHC-380393
                                                              Section I, Page 19


          (11) A recitation of the types of records ICF KH will maintain to
               demonstrate procedures that have been adopted to comply with the
               requirements and goals in the plan, including establishing source
               lists; and a description of its efforts to locate small and small
               disadvantaged business concerns and award subcontracts to them.
               The records shall include at least the following (on a plant-wide
               or company-wide basis, unless otherwise indicated):

               (i)  Source lists, guides, and other data that identify small and
                    small disadvantaged business concerns.

              (ii)  Organizations contacted in an attempt to locate sources that
                    are small or small disadvantaged business concerns.

             (iii)  Records on each subcontract solicitation resulting in an
                    award of more than $100,000, indicating (A) whether small
                    business concerns were solicited and if not, why not, (B)
                    whether small disadvantaged business concerns were solicited
                    and if not, why not, and (C) if applicable, the reason award
                    was not made to a small business concern.

              (iv)  Records of any outreach efforts to contact (A) trade
                    associations, (B) business development organizations, and
                    (C) conferences and trade fairs to locate small and small
                    disadvantaged business sources.

               (v)  Records of internal guidance and encouragement provided to
                    buyers through (A) workshops, seminars, training, etc., and
                    (B) monitoring performance to evaluate compliance with the
                    programs's requirements.

              (vi)  On a contract-by-contract basis, records to support award
                    data submitted by ICF KH to WHC, including the name,
                    address, and business size of each subcontractor.
                    Subcontractors having company or division-wide annual plans
                    need not comply with this requirement.

     (e)  In order to effectively implement this plan to the extent consistent
          with efficient subcontract performance, ICF KH shall perform the
          following functions:

          (1)  Assist small business and small disadvantaged business concerns
               by arranging solicitations, time for the preparation of bids,
               quantities, specifications, and delivery schedules so as to
               facilitate the participation by

 
                                                                      WHC-380393
                                                              Section I, Page 20


               such concerns.  Where ICF KH's lists of potential small business
               and small disadvantaged subcontractors are excessively long,
               reasonable effort shall be made to give all such small business
               concerns an opportunity to compete over a period of time.

          (2)  Provide adequate and timely consideration of the potentialities
               of small business and small disadvantaged business concerns in
               all "make-or-buy" decisions.

          (3)  Counsel and discuss subcontracting opportunities with
               representatives of small and small disadvantaged business firms.

          (4)  Provide notice to subcontractors concerning penalties and
               remedies for misrepresentations of business status as small
               business or small disadvantaged business for the purpose of
               obtaining a subcontract that is to be included as part or all of
               a goal contained in ICF KH's subcontracting plan.

     (f)  A master subcontracting plan on a plant or division-wide basis which
          contains all the elements required by (d) above, except goals, may be
          incorporated by reference as a part of the subcontracting plan
          required of ICF KH by this clause; provided, (1) the master plan has
          been approved, (2) ICF KH provides copies of the approved master plan
          and evidence of its approval to WHC, and (3) goals and any deviations
          from the master plan deemed necessary by WHC to satisfy the
          requirements of this subcontract are set forth in the individual
          subcontracting plan.

     (g)  (1)  If a commercial product is offered, the subcontracting plan
               required by this clause may relate to ICF KH's production
               generally, for both commercial and noncommercial products, rather
               than solely to the Government subcontract.  In these cases, ICF
               KH shall, with the concurrence of WHC, submit one company-wide or
               division-wide annual plan.

          (2)  The annual plan shall be reviewed for approval by the agency
               awarding ICF KH its first subcontract requiring a subcontracting
               plan during the fiscal year, or by an agency satisfactory to WHC.

          (3)  The approved plan shall remain in effect during ICF KH's fiscal
               year for all of ICF KH's commercial products.

     (h)  Prior compliance of ICF KH with other such subcontracting plans under
          previous subcontracts will be considered by WHC in determining the
          responsibility of ICF KH for award of the subcontract.

 
                                                                      WHC-380393
                                                              Section I, Page 21



     (i)  The failure of ICF KH or subcontractor to comply in good faith with
          (1) the clause of this subcontract entitled "Utilization of Small
          Business Concerns and Small Disadvantaged Business Concerns," or (2)
          an approved plan required by this clause, shall be a material breach
          of the subcontract.

I-19 UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES.  (AUG 1986)

     (a)  "Women-owned businesses," as used in this clause, means small business
          concerns that are at least 51 percent owned by women who are United
          States citizens and who also control and operate the business.

          "Control," as used in this clause, means exercising the power to make
          policy decisions.

          "Operate," as used in this clause, means being actively involved in
          the day-to-day management of the business.

          "Small business concern," as used in this clause, means a concern
          including its affiliates, that is independently owned and operated,
          not dominant in the field of operation in which it is bidding on
          Government subcontracts, and qualified as a small business under the
          criteria and size standards in 13 CFR 121.

     (b)  It is the policy of the United States that women-owned small
          businesses shall have the maximum practicable opportunity to
          participate in performing contracts awarded by any Federal agency.

     (c)  ICF KH agrees to use its best efforts to give women-owned small
          businesses the maximum practicable opportunity to participate in the
          subcontracts it awards to the fullest extent consistent with the
          efficient performance of its subcontract.

     (d)  ICF KH may rely on written representations by its subcontractors
          regarding their status as women-owned small businesses.

I-20 UTILIZATION OF LABOR SURPLUS AREA CONCERNS (APR 1984)

     (a)  Applicability.

          This clause is applicable if this subcontract exceeds the appropriate
          small purchase limitation in Part 13 of the Federal Acquisition
          Regulation.

     (b)  Policy.

          It is the policy of the Government to award subcontracts to concerns
          that agree to perform substantially in labor surplus

 
                                                                      WHC-380393
                                                              Section I, Page 22


          areas (LSA's) when this can be done consistent with the efficient
          performance of the subcontract and at prices no higher than are
          obtainable elsewhere.  ICF KH agrees to use its best efforts to place
          subcontracts in accordance with this policy.

     (c)  Order of preference.

          In complying with paragraph (b) above and with paragraph (c) of the
          clause of this subcontract entitled "Utilization of Small Business
          Concerns and Small Disadvantaged Business Concerns," ICF KH shall
          observe the following order of preference in awarding subcontracts:
          (1) small business concerns that are LSA concerns, (2) other small
          business concerns, and (3) other LSA concerns.

     (d)  Definitions.

          "Labor surplus area," as used in this clause, means a geographical
          area identified by the Department of Labor in accordance with 20 CFR
          654, Subpart A, as an area of concentrated unemployment or
          underemployment or an area of labor surplus.

          "Labor surplus area concern," as used in this clause, means a concern
          that together with its first-tier subcontractors will perform
          substantially in labor surplus areas.  Performance is substantially in
          labor surplus areas if the costs incurred under the subcontract on
          account of manufacturing, production, or performance of appropriate
          services in labor surplus areas exceed 50 percent of the subcontract
          price.

I-21 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (APR 1984)

     (a)  See the Utilization of Labor Surplus Area Concerns clause of this
          subcontract for applicable definitions.

     (b)  ICF KH agrees to establish and conduct a program to encourage labor
          surplus area (LSA) concerns to compete for subcontracts within their
          capabilities when the subcontracts are consistent with the efficient
          performance of the subcontract at prices no higher than obtainable
          elsewhere.  ICF KH shall-

          (1)  Designate a liaison officer who will (i) maintain liaison with
               authorized representatives of WHC on LSA matters, (ii) supervise
               compliance with the Utilization of Labor Surplus Area Concerns
               clause, and (iii) administer the subcontractor's labor surplus
               area subcontracting program;

          (2)  Provide adequate and timely consideration of the potentialities
               of LSA concerns in all make-or-buy decisions;

 
                                                                      WHC-380393
                                                              Section I, Page 23


          (3)  Ensure that LSA concerns have an equitable opportunity to compete
               for subcontracts, particularly by arranging solicitations, time
               for the preparation of offers, quantities, specifications, and
               delivery schedules so as to facilitate the participation of LSA
               concerns;

          (4)  Include the Utilization of Labor Surplus Area Concerns clause in
               subcontracts that offer substantial LSA subcontracting
               opportunities; and

          (5)  Maintain records showing (i) the procedures adopted, and (ii) the
               subcontractor's performance, to comply with this clause.  The
               records will be kept available for review by WHC or DOE until the
               expiration of 1 year after the award of this subcontract, or for
               such longer period as may be required by any other clause of this
               subcontract or by applicable law or regulations.

     (c)  ICF KH further agrees to insert in any related subcontract that may
          exceed $500,000 and that contains the Utilization of Labor Surplus
          Area Concerns clause, terms that conform substantially to the language
          of this clause, including this paragraph (c), and to notify WHC of the
          names of subcontractors.

I-22 CONVICT LABOR (APR 1984)

     ICF KH agrees not to employ any person undergoing sentence of imprisonment
     in performing this subcontract except as provided by 18 U.S.C. 4082(c)(2)
     and Executive Order 11755, December 29, 1973.

I-23 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT-OVERTIME COMPENSATION (MAR
     1986)

     (a)  Overtime requirements.

          Neither ICF KH or its lower-tier subcontractors contracting for any
          part of the subcontract work which may require or involve the
          employment of laborers or mechanics (see Federal Acquisition
          Regulation (FAR) 22.300) shall require or permit any such laborers or
          mechanics in any workweek in which the individual is employed on such
          work to work in excess of 40 hours in such workweek unless such
          laborer or mechanic receives compensation at a rate not less than one
          and one-half times the basic rate of pay for all hours worked in
          excess of 40 hours in such workweek.

     (b)  Violation, liability for unpaid wages, and liquidated damages.

          In the event of any violation of the provisions set forth in paragraph
          (a) of this clause, ICF KH and any lower-tier

 
                                                                      WHC-380393
                                                              Section I, Page 24



          subcontractor responsible therefore shall be liable for the unpaid
          wages.  In addition ICF KH and such lower-tier subcontractor shall be
          liable to the United States for liquidated damages.  Such liquidated
          damages shall be computed with respect to each individual laborer or
          mechanic employed in violation of the provisions set forth in
          paragraph (a) of this clause in the sum of $10 for each calendar day
          on which such individual was required or permitted to work in excess
          of the standard workweek of 40 hours without payment of the overtime
          wages required by provisions set forth in paragraph (a) of this
          clause.

     (c)  Withholding for unpaid wages and liquidated damages.

          WHC shall, upon their own action or upon written request of an
          authorized representative of the Department of Labor, withhold or
          cause to be withheld, from any moneys payable on account of work
          performed by ICF KH or its lower-tier subcontractor under any such
          subcontract or any other Federal contract with the same Prime
          Contractor, or any other Federally-assisted contract subject to the
          Contract Work Hours and Safety Standards Act which is held by the same
          Prime Contractor, such sums as may be determined to be necessary to
          satisfy any liabilities of ICF KH or its lower-tier subcontractor for
          unpaid wages and liquidated damages as provided in the provisions set
          forth in paragraph (b) of this clause.

     (d)  Payrolls and basic records.

          (1)  ICF KH or its lower-tier subcontractor shall maintain payrolls
               and basic payroll records during the course of subcontract work
               and shall preserve them for a period of three years from the
               completion of the subcontract for all laborers and mechanics
               working on the subcontract.  Such records shall contain the name
               and address of each such employee, social security number,
               correct classifications, hourly rates of wages paid, daily and
               weekly number of hours worked, deductions made, and actual wages
               paid.  Nothing in this paragraph shall require the duplication of
               records required to be maintained for construction work by
               Department of Labor regulations at 29 CFR 5.5(a) (3) implementing
               the Davis-Bacon Act.

          (2)  The records to be maintained under paragraph (d)(1) of this
               clause shall be made available by ICF KH or its lower-tier
               subcontractor for inspection, copying, or transcription by
               authorized representatives of WHC or the Department of Labor.
               ICF KH or its lower-tier subcontractor shall permit such
               representatives to interview employees during working hours on
               the job.

 
                                                                      WHC-380393
                                                              Section I, Page 25


     (e)  Lower-tier Subcontracts.

          ICF KH or its lower-tier subcontractor shall insert in any lower-tier
          subcontracts the provisions set forth in paragraphs (a) through (e) of
          this clause and also a clause requiring the lower-tier subcontractors
          to include these provisions in any lower-tier subcontracts.

I-24 RESERVED

I-25 EQUAL OPPORTUNITY (APR 1984)

     (a)  If, during any 12-month period (including the 12 months preceding the
          award of this subcontract), ICF KH has been or is awarded nonexempt
          Federal contracts and/or subcontracts that have an aggregate value in
          excess of $10,000, ICF KH shall comply with subparagraphs (b)(1)
          through (11) below.  Upon request, ICF KH shall provide information
          necessary to determine the applicability of this clause.

     (b)  While performing this subcontract, ICF KH agrees as follows:

          (1)  ICF KH shall not discriminate against any employee or applicant
               for employment because of race, color, religion, sex, or national
               origin.

          (2)  ICF KH shall take affirmative action to ensure that applicants
               are employed, and that employees are treated during employment,
               without regard to their race, color, religion, sex, or national
               origin.  This shall include, but not be limited to, (i)
               employment, (ii) upgrading, (iii) demotion, (iv) transfer, (v)
               recruitment or recruitment advertising, (vi) layoff or
               termination, (vii) rates of pay or other forms of compensation,
               and (viii) selection for training, including apprenticeship.

          (3)  ICF KH shall post in conspicuous places available to employees
               and applicants for employment the notices that explain this
               clause.

          (4)  ICF KH shall, in all solicitations or advertisement for employees
               placed by or on behalf of ICF KH, state that all qualified
               applicants will receive consideration for employment without
               regard to race, color, religion, sex, or national origin.

          (5)  ICF KH shall send, to each labor union or representative of
               workers with which it has a collective bargaining agreement or
               other subcontract or understanding, the notice advising

 
                                                                      WHC-380393
                                                              Section I, Page 26


               the labor union or workers' representative of ICF KH's
               commitments under this clause, and post copies of the notice in
               conspicuous places available to employees and applicants for
               employment.

          (6)  ICF KH shall comply with Executive Order 11246, as amended, and
               the rules, regulations, and orders of the Secretary of Labor.

          (7)  ICF KH shall furnish to WHC all information required by Executive
               Order 11246, as amended, and by the rules, regulations, and
               orders of the Secretary of Labor.  Standard Form 100 (EEO-1), or
               any successor form, is the prescribed form to be filed within 30
               days following the award, unless filed within 12 months preceding
               the date of award.

          (8)  ICF KH shall permit access to its books, records, and accounts by
               WHC, DOE or the Office of Federal Contract Compliance Programs
               (OFCCP) for the purposes of investigation to ascertain ICF KH's
               compliance with the applicable rules, regulations, and orders.

          (9)  If the OFCCP determines that ICF KH is not in compliance with
               this clause or any rule, regulation, or order of the Secretary of
               Labor, this subcontract may be canceled, terminated, or suspended
               in whole or in part and ICF KH may be declared ineligible for
               further WHC-related subcontracts, under the procedures authorized
               in Executive Order 11246, as amended.  In addition, sanctions may
               be imposed and remedies invoked against the ICF KH as provided in
               Executive Order 11246, as amended, the rules, regulations, and
               orders of the Secretary of Labor, or as otherwise provided by
               law.

          (10) ICF KH shall include the terms and conditions of subparagraph
               (b)(1) through (11) of this clause in every lower-tier
               subcontract or purchase order that is not exempted by the rules,
               regulations, or orders of the Secretary of Labor issued under
               Executive Order 11246, as amended, so that these terms and
               conditions will be binding upon each lower-tier subcontractor or
               vendor.

          (11) ICF KH shall take such action with respect to any lower-tier
               subcontract or purchase order as WHC may direct as a means of
               enforcing these terms and conditions, including sanctions for
               noncompliance; provided, that if ICF KH becomes involved in, or
               is threatened with, litigation with a lower-tier subcontractor or
               vendor as a result of any direction, ICF KH may request the
               United States to enter into the litigation to protect the
               interests of the United States.

 
                                                                      WHC-380393
                                                              Section I, Page 27


     (c)  Notwithstanding any other clause in this subcontract, disputes 
          relative to this clause will be governed by the procedures in 41 CFR 
          60-1.1.


I-26 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS (APR 1984)

     Notwithstanding the clause of this subcontract entitled "Subcontracts," ICF
     KH shall not enter into a first-tier subcontract for an estimated or actual
     amount of $1 million or more without obtaining in writing from WHC, a
     clearance that the proposed subcontractor is in compliance with equal
     opportunity requirements and therefore is eligible for award.

I-27 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984)

     (a)  Definitions.

          "Appropriate office of the State employment service system," as used
          in this clause, means the local office of the Federal-State national
          system of public employment offices assigned to serve the area where
          the employment opening is to be filled, including the District of
          Columbia, Guam, Puerto Rico, Virgin Islands, American Samoa, and the
          Trust Territory of the Pacific Islands.

          "Openings that ICF KH proposes to fill from within its own
          organization," as used in this clause, means employment openings for
          which no one outside ICF KH's or WHC's organization (including any
          affiliates, subsidiaries, and the parent companies) will be considered
          and includes any openings that ICF KH proposes to fill from regularly
          established "recall" lists.

          "Openings that ICF KH proposes to fill under a customary and
          traditional employer-union hiring arrangement," as used in this
          clause, means employment openings that ICF KH proposes to fill from
          union halls, under their customary and traditional employer-union
          hiring relationship.

          "Suitable employment openings," as used in this clause -

          (1)  Includes, but is not limited to, openings that occur in jobs
               categorized as:

               (i)  Production and nonproduction;
               (ii) Plant and office;
               (iii)  Laborers and mechanics;
               (iv) Supervisory and nonsupervisory
               (v)  Technical; and

 
                                                                      WHC-380393
                                                              Section I, Page 28


               (vi) Executive, administrative, and professional positions
                    compensated on a salary basis of less than $25,000 a year;
                    and

          (2)  Includes full-time employment temporary employment of over three
               days, and part-time employment, but not openings that ICF KH
               proposes to fill from within ICF KH or under a customary and
               traditional employer-union hiring arrangement, nor openings in an
               educational institution that are restricted to students of that
               institution.

     (b)  General

          (1)  Regarding any position for which the employee or applicant for
               employment is qualified, ICF KH shall not discriminate against
               the individual because the individual is a special disabled or
               Vietnam Era veteran.  ICF KH agrees to take affirmative action to
               employ, advance in employment, and otherwise treat qualified
               special disabled and Vietnam Era veterans without discrimination
               based upon their disability or veterans' status in all employment
               practices such as:

               (i)    Employment;
               (ii)   Upgrading;
               (iii)  Demotion or transfer;
               (iv)   Recruitment;
               (v)    Advertising;
               (vi)   Layoff or termination;
               (vii)  Rates of pay or other forms of compensation; and
               (viii) Selection for training, including apprenticeship.

          (2)  ICF KH agrees to comply with the rules, regulations, and relevant
               orders of the Secretary of Labor (Secretary) issued under the
               Vietnam Era Veterans' Readjustment Assistance Act of 1972 (the
               Act), as amended.

     (c)  Listing Openings.

          (1)  ICF KH agrees to list all suitable employment openings existing
               at subcontract award or occurring during subcontract performance,
               at an appropriate office of the State employment service system
               in the locality where the opening occurs.  These openings include
               those occurring at any ICF KH facility, including one not
               connected with performing this subcontract.  An independent
               corporate affiliate is exempt from this requirement.

 
                                                                      WHC-380393
                                                              Section I, Page 29

          (2)  State and local government agencies holding Federal contracts of
               $10,000 or more shall also list all their suitable openings with
               the appropriate office of the State employment service.

          (3)  The listing of suitable employment openings with the State
               employment service system is required at least concurrently with
               using any other recruitment source or effort and involves the
               obligations of placing a bona fide job order, including accepting
               referrals of veterans and nonveterans.  This listing does not
               require hiring any particular job applicant or hiring of any
               particular group of job applicants and is not intended to relieve
               ICF KH of any requirements of Executive Orders or regulations
               concerning nondiscrimination in employment.

          (4)  Whenever ICF KH becomes contractually bound to the listing terms
               of this clause, it shall advise the State employment service
               system, in each State where it has establishments, of the name
               and location of each hiring location in the State.  As long as
               ICF KH is contractually bound to these terms and has so advised
               the State system, it need not advise the State system of
               subsequent subcontracts.  ICF KH may advise the State system when
               it is no longer bound by this subcontract clause.

          (5)  Under the most compelling circumstances, an employment opening
               may not be suitable for listing, including situations when (i)
               the Government's needs cannot reasonably be supplied, (ii)
               listing could be contrary to national security, or (iii) the
               requirement of listing would not be in the Government's interest.

     (d)  Applicability

          (1)  This clause does not apply to the listing of employment openings
               which occur and are filled outside the 50 states, the District of
               Columbia, Puerto Rico, Guam, Virgin Islands, American Samoa, and
               the Trust Territory of the Pacific Islands.

          (2)  The terms of paragraph (c) above do not apply to openings that
               ICF KH proposes to fill from within its own organization or under
               a customary and traditional employer-union hiring arrangement.
               This exclusion does not apply to a particular opening once an
               employer decides to consider applicants outside of its own
               organization or employer-union arrangement for that opening.

 
                                                                      WHC-380393
                                                              Section I, Page 30

     (e)  Postings

          (1)  ICF KH agrees to post employment notices stating (i) ICF KH's
               obligation under the law to take affirmative action to employ and
               advance in employment qualified special disabled veterans of the
               Vietnam Era, and (ii) the rights of applicants and employees.

          (2)  These notices shall be posted in conspicuous places that are
               available to employees and applicants for employment.  They shall
               be in a form prescribed by the Director, Office of Federal
               Contract Compliance Programs, Department of Labor (Director), and
               provided by or through WHC.

          (3)  ICF KH shall notify each labor union or representative of workers
               with which it has a collective bargaining agreement or other
               subcontract understanding, that ICF KH is bound by the terms of
               the Act, and is committed to take affirmative action to employ,
               and advance in employment, qualified special disabled and Vietnam
               Era veterans.

     (f)  Noncompliance.  If ICF KH does not comply with the requirements of
          this clause, appropriate actions may be taken under the rules,
          regulations, and relevant orders of the Secretary issued pursuant to
          the Act.

     (g)  Lower-tier Subcontracts.  ICF KH shall include the terms of this
          clause in every lower-tier subcontract or purchase order of $10,000 or
          more unless exempted by rules, regulations, or orders of the
          Secretary.  ICF KH shall act as specified by the Director to enforce
          the terms, including action for noncompliance.

I-28 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)

     (a)  General

          (1)  Regarding any position for which the employee or applicant for
               employment is qualified, ICF KH shall not discriminate against
               any employee or applicant because of physical or mental handicap.
               ICF KH agrees to take affirmative action to employ, advance in
               employment, and otherwise treat qualified handicapped individuals
               without discrimination based upon their physical or mental
               handicap in all employment practices such as:

               (i)    Employment;
               (ii)   Upgrading;
               (iii)  Demotion or transfer;
               (iv)   Recruitment;

 
                                                                      WHC-380393
                                                              Section I, Page 31


               (v)    Advertising;
               (vi)   Layoff or termination;
               (vii)  Rates of pay or other forms of compensation; and
               (viii) Selection for training, including apprenticeship.

          (2)  ICF KH agrees to comply with the rules, regulations, and relevant
               orders of the Secretary of Labor (Secretary) issued under the
               Rehabilitation Act of 1973 (29 U. S. C. 793) (the Act), as
               amended.

     (b)  Postings

          (1)  ICF KH agrees to post employment notices stating (i) ICF KH's
               obligation under the law to take affirmative action to employ and
               advance in employment qualified handicapped individuals, and (ii)
               the rights of applicants and employees.

          (2)  These notices shall be posted in conspicuous places that are
               available to employees and applicants for employment.  They shall
               be in a form prescribed by the Director, Office of Federal
               Contract Compliance Programs, Department of Labor (Director), and
               provided by or through WHC.

          (3)  ICF KH shall notify each labor union or representative of workers
               with which it has a collective bargaining agreement or other
               subcontract understanding, that ICF KH is bound by the terms of
               Section 503 of the Act and is committed to take affirmative
               action to employ, and advance in employment, qualified physically
               and mentally handicapped individuals.

     (c)  Noncompliance.

          If ICF KH does not comply with the requirements of this clause,
          appropriate actions may be taken under the rules, regulations, and
          relevant orders of the Secretary issued pursuant to the Act.

     (d)  Lower-tier Subcontracts.

          ICF KH shall include the terms of this clause in every lower-tier
          subcontract or purchase order in excess of $2,500 unless exempted by
          rules, regulations, or orders of the Secretary.  ICF KH shall act as
          specified by the Director to enforce the terms, including action for
          noncompliance.

 
                                                                      WHC-380393
                                                              Section I, Page 32


I-29 CLEAN AIR AND WATER (APR 1984)

     (a)  "Air Act," as used in this clause, means the Clean Air Act (42 U.S.C.
          7401 et seq.).

          "Clean air standards," as used in this clause, means -

          (1)  Any enforceable rules, regulations, guidelines, standards,
               limitations, orders, controls, prohibitions, work practices, or
               other requirements contained in, issued under, or otherwise
               adopted under the Air Act or Executive Order 11738;

          (2)  An applicable implementation plan as described in section 110(d)
               of the Air Act (42 U.S.C. 7410(d));

          (3)  An approved implementation procedure or plan under section 111(c)
               or section 111(d) of the Air Act (42 U.S.C. 7411(c) or (d); or

          (4)  An approved implementation procedure under section 112(d) of the
               Air Act (42 U.S.C. 7412(d)).  "Clean water standards," as used in
               this clause, means any enforceable limitation, control,
               condition, prohibition, standard, or other requirement
               promulgated under the Water Act or contained in a permit issued
               to a discharger by the Environmental Protection Agency or by a
               State under an approved program, as authorized by section 402 of
               the Water Act (33 U.S.C. 1342), or by local government to ensure
               compliance with pretreatment regulations as required by section
               307 of the Water Act (33 U.S.C. 1317).

               "Compliance," as used in this clause, means compliance with-

               (i)  Clean air or water standards; or

               (ii) A schedule or plan ordered or approved by a court of
                    competent jurisdiction, the Environmental Protection Agency,
                    or an air or water pollution control agency under the
                    requirements of the Air Act or Water Act and related
                    regulations.

               "Facility," as used in this clause, means any building, plant,
               installation, structure, mine, vessel or other floating craft,
               location, or site of operations, owned, leased, or supervised by
               a contractor or subcontractor, used in the performance of a
               subcontract.  When a location or site of operations includes more
               than one building, plant, installation, or structure, the entire
               location or site

 
                                                                      WHC-380393
                                                              Section I, Page 33


               shall be deemed a facility except when the Administrator, or a
               designee, of the Environmental Protection Agency, determines that
               independent facilities are collocated in one geographical area.

               "Water Act," as used in this clause, means Clean Water Act (33
               U.S.C. 1251 et seq.).

     (b)  ICF KH agrees -

          (1)  To comply with all the requirements of section 114 of the Clean
               Air Act (42 U.S.C. 7414) and section 308 of the Clean Water Act
               (33 U.S.C. 1318) relating to inspection, monitoring, entry,
               reports, and information, as well as other requirements specified
               in section 114 and section 308 of the Air Act and the Water Act,
               and all regulations and guidelines issued to implement those acts
               before the award of this subcontract;

          (2)  That no portion of the work required by this subcontract will be
               performed in a facility listed on the Environmental Protection
               Agency List of Violating Facilities on the date when this
               subcontract was awarded unless and until the EPA eliminates the
               name of the facility from the listing;

          (3)  To use best efforts to comply with clean air standards and clean
               water standards at the facility in which the subcontract is being
               performed; and

          (4)  To insert the substance of this clause into any nonexempt, lower-
               tier subcontract, including this subparagraph (b)(4).

I-30 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA. (NOV 1991) --
     ALTERNATE I (NOV 1991)

     (a)  "Hazardous material," as used in this clause, includes any material
          defined as hazardous under the latest version of Federal Standard No.
          313 (including revisions adopted during the term of the contract).

     (b)  ICF KH must list any hazardous material, as defined in paragraph (a)
          of this clause, to be delivered under this contract.  The hazardous
          material shall be properly identified and include any applicable
          identification number, such as National Stock Number or Special Item
          Number.  This information shall also be included on the Material
          Safety Data Sheet submitted under this contract.

 
                                                                      WHC-380393
                                                              Section I, Page 34


     Material (if none, insert "None")

     ______________________________________________________________

     ______________________________________________________________

     ______________________________________________________________

     Identification No.

     ______________________________________________________________

     ______________________________________________________________

     ______________________________________________________________

     (c)  ICF KH, by acceptance of the subcontract, certifies that the list in
          paragraph (b) of this clause is complete.  This list must be updated
          during the performance of the contract whenever ICF KH determines that
          any other material to be delivered under this subcontract is
          hazardous.

     (d)  ICF KH agrees to submit, for each item as required prior to award, a
          Material Safety Data Sheet, meeting the requirements of 29 CFR
          1910.1200(g) and the latest version of Federal Standard No. 313, for
          all hazardous material identified in paragraph (b) of this clause.
          Data shall be submitted in accordance with Federal Standard No. 313,
          whether or not ICF KH is the actual manufacturer of these items.
          Failure to submit the Material Safety Data Sheet prior to award may
          result ICF KH being considered nonresponsible and ineligible for
          award.

     (e)  If, after award, there is a change in the composition of the item(s)
          or a revision to Federal Standard No.313, which renders incomplete or
          inaccurate the data submitted under paragraph (d) of this clause or
          the certification submitted under paragraph (c) of this clause, ICF KH
          shall promptly notify WHC and resubmit the data.

     (f)  Neither the requirements of this clause nor any act or failure to act
          by WHC shall relieve ICF KH of any responsibility or liability for the
          safety of Government, WHC, or ICF KH personnel or property.

     (g)  Nothing contained in this clause shall relieve ICF KH from complying
          with applicable Federal, State, or local laws, codes, ordinances, and
          regulations (including the obtaining of licenses and permits) in
          connection with hazardous material.

 
                                                                      WHC-380393
                                                              Section I, Page 35


     (h)  WHC's rights in data furnished under this contract with respect to
          hazardous material are as follows:

          (1)  To use, duplicate and disclose any data to which this clause is
               applicable.  The purposes of this right are to --

               (i)   Apprise personnel of the hazards to which they may be
                     exposed in using, handling, packaging, transporting, or
                     disposing of hazardous materials;

               (ii)  Obtain medical treatment for those affected by the 
                     material; and

               (iii) Have others use, duplicate, and disclose the data for
                     the Government for these purposes.

          (2)  To use, duplicate, and disclose data furnished under this clause,
               in accordance with subparagraph (h)(1) of this clause, in
               precedence over any other clause of this subcontract providing
               for rights in data.

          (3)  WHC is not precluded from using similar or identical data
               acquired from other sources.

               (i)  Except as provided in paragraph (i)(2) ICF KH shall prepare
                    and submit a sufficient number of Material Safety Data
                    Sheets (MSDS's), meeting the requirements of 29 CFR
                    1910.1200(g) and the latest version of Federal Standard No.
                    313, for all hazardous materials identified in paragraph (b)
                    of this clause.

          (1)  For items shipped to consignees, ICF KH shall include a copy of
               the MSDS with the packing list or other suitable shipping
               document which accompanies each shipment.  Alternatively, ICF KH
               is permitted to mail MSDS's to consignees in advance of receipt
               of shipments by consignees, if authorized in writing by WHC.

          (2)  For items shipped to consignees identified by mailing address as
               agency depots, distribution centers or customer supply centers,
               ICF KH shall provide one copy of the MSDS's in or on each
               shipping container, the MSDS must be placed in a weather
               resistant envelope.

 
                                                                      WHC-380393
                                                              Section I, Page 36


I-31 PRESERVATION OF INDIVIDUAL OCCUPATIONAL RADIATION EXPOSURE RECORDS 
     (APR 1984)

     Individual occupational radiation exposure records generated in the
     performance of work under this subcontract shall be subject to inspection
     by WHC and shall be preserved by ICF KH until disposal is authorized by WHC
     or at the option of ICF KH delivered to WHC upon completion or termination
     of the subcontract.  If ICF KH exercises the foregoing option, title to
     such records shall vest in WHC upon delivery.

I-32 PRIVACY ACT NOTIFICATION (APR 1984)

     ICF KH will be required to design, develop, or operate a system of records
     on individuals, to accomplish an agency function subject to the Privacy Act
     of 1974, Public Law 93-579, December 31, 1974 (5 U.S.C. 552a) and
     applicable agency regulations.  Violation of the Act may involve the
     imposition of criminal penalties.

I-33 PRIVACY ACT (APR 1984)

     (a)  ICF KH agrees to -

          (1)  Comply with the Privacy Act of 1974 (the Act) and the agency
               rules and regulations issued under the Act in the design,
               development, or operation of any system of records on individuals
               to accomplish an agency function when the subcontract
               specifically identifies -

               (i)  The systems of records; and

               (ii) The design, development, or operation work that ICF KH is to
                    perform.

          (2)  Include the Privacy Act notification contained in this
               subcontract in every solicitation and resulting lower-tier
               subcontract and in every lower-tier subcontract awarded without a
               solicitation, when the work statement in the proposed subcontract
               requires the design, development, or operation of a system of
               records on individuals that is subject to the Act;

          (3)  Include this clause, including this subparagraph (3), in all
               lower-tier subcontracts awarded under this subcontract which
               requires the design, development, or operation of such a system
               of records.

 
                                                                      WHC-380393
                                                              Section I, Page 37


     (b)  In the event of violations of the Act, a civil action may be brought
          against the agency involved when the violation concerns the design,
          development, or operation of a system of records on individuals to
          accomplish an agency function, and criminal penalties may be imposed
          upon the officers or employees of the agency when the violation
          concerns the operation of a system of records on individuals to
          accomplish an agency function, and criminal penalties may be imposed
          upon the officers or employees of the agency when the violation
          concerns the operation of a system of records on individuals to
          accomplish an agency function.  For purposes of the Act, when the
          subcontract is for the operation of a system of records on individuals
          to accomplish an agency function, ICF KH and any employee of ICF KH is
          considered to be an employee of the agency.

     (c)  (1)  "Operation of a system of records," as used in this clause, means
               performance of any of the activities associated with maintaining
               the system of records, including the collection, use, and
               dissemination of records.

          (2)  "Record," as used in this clause, means any item, collection, or
               grouping of information about an individual that is maintained by
               an agency, including, but not limited to, education, financial
               transactions, medical history, and criminal or employment history
               and that contains the person's name, or the identifying number,
               symbol, or other identifying particular assigned to the
               individual, such as a fingerprint or voiceprint or a photograph.

          (3)  "System of records on individuals," as used in this clause means
               a group of any records under the control of any agency from which
               information is retrieved by the name of the individual or by some
               identifying number, symbol, or other identifying particular
               assigned to the individual.

I-34 PAPERWORK REDUCTION ACT (APR 1984)

     (a)  In the event that it subsequently becomes a subcontractual requirement
          to collect or record information calling either for answer to
          identical questions from ten or more persons other than Federal
          employees, or information from Federal employees which is to be used
          for statistical compilations of general public interest, the Federal
          Reports Act will apply to this subcontract.

          No plan, questionnaire, interview guide, or other similar device for
          collecting information (whether repetitive or single-time) may be used
          without first obtaining clearance from the Office of Management and
          Budget (OMB).

 
                                                                      WHC-380393
                                                              Section I, Page 38


     (b)  ICF KH shall request the required OMB clearance from WHC before
          expending any funds or making public contacts for the collection of
          data.  The authority to expend funds and to proceed with the
          collection of data shall be in writing by WHC.  ICF KH must plan at
          least 90 days for OMB clearance.  Excessive delay caused by WHC or the
          Government which arises out of causes beyond the control and without
          the fault or negligence of ICF KH will be considered in accordance
          with the clause entitled "Excusable Delays," if such clause is
          applicable.  If not, the period of performance may be extended
          pursuant to this clause if approved by WHC.

I-35 RESERVED

I-36 DUTY-FREE ENTRY

     (a)  Except as otherwise approved by the WHC, no amount is or will be
          included in the contract price for any duties on supplies specifically
          identified in the Schedule to be accorded duty-free entry.

     (b)  Except for supplies listed in the Schedule to be accorded duty-free
          entry, and except as provided under any other clause of this
          subcontract or in paragraph (c) below, the following procedures apply:

          (1)  ICF KH shall notify WHC in writing of any purchase of foreign
               supplies (including, without limitation, raw materials,
               components, and intermediate assemblies) in excess of $10,000
               that are to be imported into the customs territory of the United
               States for delivery to the Government or for incorporation into
               end items to be delivered under this contract.  The notice shall
               be furnished to WHC at least 20 days before the importation and
               shall identify (i) the foreign supplies, (ii) the estimated
               amount of duty, and (iii) the country of origin.

          (2)  If WHC determines that these supplies should be entered duty-
               free, WHC shall notify ICF KH within 10 days.

          (3)  Except as otherwise approved by the WHC, the contract price shall
               be reduced by (or the allowable cost shall not include) the
               amount of duty that would be payable if the supplies were not
               entered duty-free.

     (c)  Paragraph (b) above shall not apply to purchases of foreign supplies
          if (1) they are identical in nature with items purchased by ICF KH or
          any subcontractor in connection with its commercial business and (2)
          segregation of these supplies to ensure use only

 
                                                                      WHC-380393
                                                              Section I, Page 39


          on Government contracts containing duty-free entry provisions is not
          economical or feasible.

     (d)  ICF KH warrants that all supplies for which duty-free entry is to be
          claimed are intended to be delivered to the Government or incorporated
          into the end items to be delivered under this subcontract, and that
          duty shall be paid to the extent that these supplies, or any portion
          of them, are diverted to non-Governmental use, other than as scrap or
          salvage or as a result of a competitive sale authorized by the WHC.

     (e)  The Government agrees to execute any required duty-free entry
          certificates for items specified in this subcontract or approved by
          WHC and to assist ICF KH in obtaining duty-free entry of the supplies.

     (f)  All shipping documents covering the supplies to be entered duty-free
          shall consign the shipments to the contracting agency in care of ICF
          KH and shall include the delivery address of ICF KH (or contracting
          agency, if appropriate).  The documents shall bear the following
          information:

          (1)  Government prime contract number.

          (2)  Identification of carrier.

          (3)  The notation "UNITED STATES GOVERNMENT, ____________[agency]
               _____________, Duty-free entry to be claimed pursuant to Item
               No(s) _________ [from Tariff Schedules] ______________, Tariff
               Schedules of the United States (19 U.S.C. 1202).  Upon arrival of
               shipment at port of entry, District Director of Customs, please
               release shipment under 19 CFR 142 and notify

               ______________________[cognizant contract
               administration office] ______________ for execution of Customs
               Forms 7501 and 7501-A and any required duty-free entry
               certificates."

          (4)  Gross weight in pounds (if freight is based on space tonnage,
               state cubic feet in addition to gross shipping weight).

          (5)  Estimated value in United States dollars.

     (g)  ICF KH agrees to instruct the foreign supplier to consign the shipment
          as specified in (f) above, to mark all packages with the words "UNITED
          STATES GOVERNMENT" and the title of the contracting agency, and to
          accompany the shipment with at least two copies of the bill of lading
          (or other shipping document) for use by the District Director of
          Customs at the port of entry.

 
                                                                      WHC-380393
                                                              Section I, Page 40



     (h)  ICF KH agrees to notify in writing the cognizant contract
          administration office immediately upon notification from WHC that 
          duty-free entry will be accorded (or, if the duty-free supplies were
          listed in the contract Schedule, upon award by the Contractor to the 
          overseas supplier). The notice shall identify (1) the foreign 
          supplies, (2) the country of origin, (3) the contract number, and (4)
          the scheduled delivery date(s).

     (i)  ICF KH agrees to insert the substance of this clause in any
          subcontract under which-

          (1)  There will be imported into the customs territory of the United
               States supplies identified in the Schedule as supplies to be
               accorded duty-free entry; or

          (2)  Other foreign supplies in excess of $10,000 may be imported into
               the customs territory of the United States.

I-37 AUTHORIZATION AND CONSENT (APR 1984)

     The Government hereby gives its authorization and consent for all use and
     manufacture of any invention described in and covered by a patent of the
     United States in the performance of this subcontract or any part hereof or
     any amendment hereto or any ICF KH subcontract hereunder (including all
     lower-tier subcontracts).

I-38 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT

     The provisions of this clause shall be applicable only if the amount of
     this subcontract exceeds $10,000.

     (a)  ICF KH shall report to WHC, promptly and in reasonable written detail,
          each notice or claim of patent or copyright infringement based on the
          performance of this subcontract of which ICF KH has knowledge.

     (b)  In the event of any claim or suit against WHC or the Government on
          account of any alleged patent or copyright infringement arising out of
          the performance of this subcontract or out of the use of any supplies
          furnished or work or services performed hereunder, ICF KH shall
          furnish to WHC and the Government, when requested by WHC, all evidence
          and information in possession of ICF KH pertaining to such suit or
          claim.  Such evidence and information shall be furnished at the
          expense of the Government except where ICF KH has agreed to indemnify
          WHC and the Government.

     (c)  This clause shall be included in all lower-tier subcontracts.

 
                                                                      WHC-380393
                                                              Section I, Page 41

I-39 REPORTING OF ROYALTIES

     If this subcontract is in an amount which exceeds $10,000, and if any
     royalty payments are directly involved in the subcontract or are reflected
     in the subcontract price to WHC, ICF KH agrees to report in writing to the
     Patent Counsel (with notification by Patent Counsel to WHC) during the
     performance of this subcontract and prior to its completion or final
     settlement the amount of any royalties or other payments paid or to be paid
     by it directly to others in connection with the performance of this
     subcontract together with the names and addresses of licensors to whom such
     payments are made and either the patent numbers involved or such other
     information as will permit identification of the patents or other basis on
     which the royalties are to be paid.  The approval of WHC of any individual
     payments or royalties shall not stop WHC or the Government at any time from
     contesting the enforceability, validity or scope of, or title to, any
     patent under which a royalty or payments are made.

I-40 CLASSIFIED INVENTIONS

     (a)  ICF KH shall not file or cause to be filed on any invention or
          discovery conceived or first actually reduced to practice in the
          course of or under this subcontract in any country other than the
          United States, an application or registration for a patent without
          first obtaining written approval of the WHC.

     (b)  When filing a patent application in the United States on any invention
          or discovery conceived of or first actually reduced to practice in the
          course of or under this subcontract, the subject matter of which is
          classified for reasons of security, ICF KH shall observe all
          applicable security regulations covering the transmission of
          classified subject matter.  When transmitting the patent application
          to the United States Patent and Trademark Office, ICF KH shall by
          separate letter identify by agency and number, subcontract(s) which
          require security classification markings to be placed on the
          application.

     (c)  The substance of this clause shall be included in subcontracts which
          cover or are likely to cover classified subject matter.

I-41 PATENT RIGHTS-FACILITY - (DEVIATION)

     (a)  Definitions.

          (1)  "Subject Invention" means any invention or discovery of ICF KH
               conceived or first actually reduced to practice in the course or
               under this contract, and includes any art, method, process,
               machine, manufacture, design, or composition of matter, or any
               new and useful improvement thereof, or any

 
                                                                      WHC-380393
                                                              Section I, Page 42


               variety of plants, whether patented or unpatented under the
               Patent Laws of the United States of America or any foreign
               country.

          (2)  "Contract" means any contract, grant, agreement, understanding,
               or other arrangement, which includes research, development, or
               demonstration work, and includes any assignment or substitution
               of parties.

          (3)  "States and domestic municipal governments" means the States of
               the United States, the District of Columbia, Puerto Rico, the
               Virgin Islands, American Samoa, Guam, the Trust Territory of the
               Pacific Islands, and any political subdivision and agencies
               thereof.

          (4)  "Government agency" includes an executive department, independent
               commission, board, office, agency, administration, authority,
               Government corporation, or other Government establishment of the
               Executive Branch of the Government of the United States of
               America.

          (5)  "To the point of practical application" means to manufacture in
               the case of a composition or product, to practice in the case of
               a process, or to operate in the case of a machine and under such
               conditions as to establish that the invention is being worked and
               that its benefits are reasonably accessible to the public.

          (6)  "Patent Counsel" means the DOE Patent Counsel assisting the
               procuring activity.

     (b)  Allocation of Principal Rights

          (1)  Assignment to the Government.  ICF KH agrees to assign to the
               Government the entire right, title, and interest throughout the
               world in and to each Subject Invention, except to the extent that
               rights are retained by ICF KH under Paragraphs (b)(2) and (c) of
               this clause.

          (2)  Greater Rights Determinations.  ICF KH or the employee-inventor
               with authorization of ICF KH may request greater rights than the
               nonexclusive license and the foreign patent rights provided in
               Paragraph (c) of this clause on identified inventions in
               accordance with 41 CFR 9-9.109-6(d).  Such requests must be
               submitted to Patent Counsel (with notification by Patent Counsel
               to the WHC) at the time of the first disclosure pursuant to
               Paragraph (e)(2) of this clause, or not later than nine months
               after conception or first actual reduction to practice, whichever

 
                                                                      WHC-380393
                                                              Section I, Page 43


               occurs first, or such longer period as may be authorized by
               Patent Counsel (with notification by Patent Counsel to WHC) for
               good cause shown in writing by ICF KH.

     (c)  Minimum Rights to ICF KH.

          (1)  Contractor License.  ICF KH may reserve upon request a revocable,
               nonexclusive, paid-up license in each patent application filed in
               any country on a Subject Invention and any resulting patent in
               which the Government acquires title.  The license shall extend to
               ICF KH's domestic subsidiaries and affiliates, if any, within the
               corporate structure of which ICF KH is a part and shall include
               the right to grant sublicenses of the same scope to the extent
               ICF KH was legally obligated to do so at the time the contract
               was awarded.  The license shall be transferable only with
               approval of DOE except when transferred to the successor of that
               part of ICF KH's business to which the invention pertains.

          (2)  Revocation Limitations.  ICF KH's nonexclusive license retained
               pursuant to Paragraph (c)(1) of this clause and sublicenses
               granted thereunder may be revoked or modified by DOE, either in
               whole or in part, only to the extent necessary to achieve
               expeditious practical application of the Subject Invention under
               DOE's published licensing regulations (10 CFR 781), and only to
               the extent an exclusive license is actually granted.  This
               license shall not be revoked in that field of use and/or the
               geographical areas in which ICF KH, or its sublicensee, has
               brought the invention to the point of practical application and
               continues to make the benefits of the invention reasonably
               accessible to the public, or is expected to do so within a
               reasonable time.

          (3)  Revocation Procedures.  Before modification or revocation of the
               license or sublicense, pursuant to Paragraph (c)(2) of this
               clause, DOE shall furnish ICF KH a written notice of its
               intention to modify or revoke the license and any sublicense
               thereunder, and ICF KH shall be allowed 30 days or such longer
               period as may be authorized by the patent Counsel (with
               notification by the Patent Counsel to WHC) for good cause shown
               in writing by ICF KH, after such notice to such cause why the
               license or any sublicense should not be modified or revoked.  ICF
               KH shall have the right to appeal, in accordance with 10 CFR 781,
               any decision concerning the modification or revocation of his
               license or any sublicense.

 
                                                                      WHC-380393
                                                              Section I, Page 44


          (4)  Foreign Patent Rights.  Upon written request to Patent Counsel
               (with notification in writing by Patent Counsel to WHC), and
               subject to DOE security regulations and requirements, there shall
               be reserved to ICF KH, or the employee-inventor with
               authorization of ICF KH, the patent rights to a Subject Invention
               in any foreign country where the Government has elected not to
               secure any rights provided:

               (i)  The recipient of such rights, when specifically requested by
                    DOE and three years after issuance of a foreign patent
                    disclosing said Subject Invention, shall furnish DOE a
                    report setting forth:

                    (A)  The commercial use that is being made, or is intended
                         to be made, of said invention, and

                    (B)  The steps taken to bring the invention to the point of
                         practical application or to make the invention
                         available for licensing.

              (ii)  The Government shall retain at least an irrevocable,
                    nonexclusive, paid-up license to make, use, and sell the
                    invention throughout the world by or on behalf of the
                    Government (including any Government agency) and States and
                    domestic municipal governments, unless the head of the
                    agency or his designee determines that it would not be in
                    the public interest to acquire the license for the States
                    and domestic municipal governments.

              (iii) Subject to the rights granted in (c)(1), (c)(2), and (c)(3)
                    of this clause, the Head of the Agency or his designee shall
                    have the right to terminate the foreign patent rights
                    granted in this Paragraph (c)(4) in whole or in part unless
                    the recipient of such rights demonstrates to the
                    satisfaction of the head of the Agency or his designee that
                    effective steps necessary to accomplish substantial
                    utilization of the invention have been taken or within a
                    reasonable time will be taken.

              (iv)  Subject to the rights granted in (c)(1), (c)(2), and (c)(3)
                    of this clause, the Head of the Agency or his designee shall
                    have the right, commencing four years after foreign patent
                    rights are accorded under this Paragraph (c)(4), to require
                    the granting of a nonexclusive or partially exclusive
                    license to a responsible applicant or applicants, upon terms

 
                                                                      WHC-380393
                                                              Section I, Page 45


                    reasonable under the circumstances and in appropriate
                    circumstances to terminate said foreign patent rights in
                    whole or in part, following a hearing upon notice thereof to
                    the public, upon a petition by an interested person
                    justifying such hearing:

                    (A)  If the head of the Agency or his designee determines,
                         upon review of such material as he deems relevant, and
                         after the recipient of such rights, or other interested
                         person, has had the opportunity to provide such
                         relevant and material information as the head of the
                         Agency or his designee may require, that such foreign
                         patent rights have tended substantially to lessen
                         competition or the result in undue market concentration
                         in any section of the United States in any line of
                         commerce to which the technology relates; or

                    (B)  Unless the recipient of such rights demonstrates to the
                         satisfaction of the Head of the Agency or his designee
                         at such hearing that the recipient has taken effective
                         steps, or within a reasonable time thereafter is
                         expected to take such steps, necessary to accomplish
                         substantial utilization of the invention.

     (d)  Filing of Patent Applications

          (1)  With respect to each Subject Invention in which ICF KH or the
               inventor requests foreign patent rights in accordance with
               Paragraph (c)(4) of this clause, a request may also be made for
               the right to file and prosecute the U.S. application on behalf of
               the U.S. Government.  If such request is granted, ICF KH or
               inventor shall file a domestic patent application on the
               invention within six months after the request for foreign patent
               rights is granted, or such longer period of time as may be
               approved by Patent Counsel for good cause shown in writing by the
               requester.  With respect to the invention, the requester shall
               promptly notify the Patent Counsel (with notification by the
               Patent Counsel to WHC) of any decision not to file an
               application.

          (2)  For each Subject Invention on which a domestic patent application
               is filed by ICF KH or inventor, ICF KH or inventor shall:

 
                                                                      WHC-380393
                                                              Section I, Page 46


               (i)    Within two months after filing or within two months after
                      submission of the invention disclosure if the patent
                      application has been filed previously, deliver to the
                      Patent Counsel a copy of the application as filed
                      including the filing date and serial number;

               (ii)   Within six months after filing the application or within
                      six months after submitting the invention disclosure if
                      the application has been filed previously, deliver to the
                      Patent Counsel a duly executed and approved Assignment to
                      the Government, on a form specified by the Government;

               (iii)  Provide the Patent Counsel with the original patent grant
                      promptly after a patent is issued on the application; and

               (iv)   Not less than 30 days before the expiration of the
                      response period for any action required by the Patent and
                      Trademark Office, notify the Patent Counsel of any
                      decision not to continue prosecution of the application.

          (3)  With respect to each Subject Invention in which ICF KH or
               inventor has requested foreign patent rights, ICF KH or inventor
               shall file a patent application on the invention in each foreign
               country in which such request is granted in accordance with
               applicable statutes and regulations and within one of the
               following periods:

               (i)    Eight months from the date of filing a corresponding
                      United States application, or if such an application is
                      not filed, six months from the date the request was
                      granted;

               (ii)   Six months from the date a license is granted by the
                      Commissioner of Patents and Trademarks to file the foreign
                      patent application, where such filing has been prohibited
                      by security reasons; or

               (iii)  Such longer periods as may be approved by the Patent 
                      Counsel for good cause shown in writing by ICF KH or 
                      inventor.

          (4)  Subject to the license specified in Paragraphs (c)(1), (c)(2),
               and (c)(3) of this clause, ICF KH or inventor agrees to convey to
               the Government, upon request, the entire right, title, and
               interest in any foreign country in which ICF KH or inventor fails
               to have a patent application filed in

 
                                                                      WHC-380393
                                                              Section I, Page 47



               accordance with Paragraph (d)(3) of this clause, or decides not
               to continue prosecution or to pay any maintenance fees covering
               the invention.  To avoid forfeiture of the patent application or
               patent ICF KH or inventor shall, not less than 60 days before the
               expiration period for any action required by any Patent Office,
               notify the Patent Counsel of such failure or decision, and
               deliver to the Patent counsel the executed instruments necessary
               for the conveyance specified in this paragraph.

     (e)  Invention Identification, Disclosures, and Reports

          (1)  ICF KH shall establish and maintain active and effective
               procedures to ensure that Subject Inventions are promptly
               identified and timely disclosed.  These procedures shall include
               the maintenance of laboratory notebooks or equivalent records and
               any other records that are reasonably necessary to document the
               conception and/or the first actual reduction to practice of
               Subject Inventions, and records which show that the procedures
               for identifying and disclosing the inventions are followed.  Upon
               request, ICF KH shall furnish WHC a description of these
               procedures so that he may evaluate and determine their
               effectiveness.

          (2)  ICF KH shall furnish the Patent Counsel (with notification by the
               Patent Counsel to WHC) on a WHC approved form:

               (i)  A written report containing full and complete technical
                    information concerning each Subject Invention within six
                    months after conception or first actual reduction to
                    practice, whichever occurs first, in the course of or under
                    this subcontract, but in any event prior to any sale, public
                    use or public disclosure of such invention known to ICF KH.
                    The report shall identify the subcontract and inventor and
                    shall be sufficiently complete in technical detail and
                    appropriately illustrated by sketch or diagram to convey to
                    one skilled in the art to which the invention pertains a
                    clear understanding of the nature, purpose, operation, and
                    to the extent known, the physical, chemical, biological, or
                    electrical characteristics of the invention.  The report
                    should also include any request for foreign patent rights
                    under Paragraph (c)(4) of this clause and any request to
                    file a domestic patent application under (d)(1) of this
                    clause.  However, such requests shall be made within the
                    period set forth in Paragraph (b)(2) of this clause.  When
                    an invention is reported under this Paragraph (e)(2)(i), it
                    shall be presumed to have been

 
                                                                      WHC-380393
                                                              Section I, Page 48



                    conceived or first actually reduced to practice in the
                    course of or under the subcontract unless ICF KH contends it
                    was not so made in accordance with Paragraph (g)(2)(ii) of
                    this clause.

             (ii)   Upon request, but not more than annually, interim reports on
                    a WHC-approved form listing Subject Inventions and
                    subcontracts awarded containing a Patent Rights clause for
                    that period and certifying that:

                    (A)  ICF KH's procedures for identifying and disclosing
                         Subject Inventions as required by this Paragraph (e)
                         have been followed throughout the reporting period;

                    (B)  All Subject Inventions have been disclosed or that
                         there are no such inventions; and

                    (C)  All subcontracts containing Patent Rights clause have
                         been reported or that no such subcontracts have been
                         awarded;

             (iii)  A final report on a DOE-approved form within three months
                    after completion of the subcontract work listing all Subject
                    Inventions and all subcontracts awarded containing a Patent
                    Rights clause and certifying that:

                    (A)  All Subject Inventions have been disclosed or that
                         there were no such inventions; and

                    (B)  All subcontracts containing a Patent Rights clause have
                         been reported or that no such subcontracts have been
                         awarded.

          (3)  ICF KH shall obtain patent agreements to effectuate the
               provisions of this clause from all person in its employ who
               perform any part of the work under this subcontract except
               nontechnical personnel, such as clerical employees and manual
               laborers.

          (4)  ICF KH agrees that the Government may duplicate and disclose
               Subject Invention disclosures and all other reports and papers
               furnished or required to be furnished pursuant to this clause.
               If ICF KH is to file a foreign patent application on a Subject
               Invention, the Government agrees, upon written request, to use
               its best efforts to withhold publication of such invention
               disclosures until the

 
                                                                      WHC-380393
                                                              Section I, Page 49



               expiration of the time period specified in Paragraph (d)(1) of
               this clause, but in no event shall the Government or its
               employees be liable for any publication thereof.

     (f)  Publication

          It is recognized that during the course of the work under this
          subcontract, ICF KH or its employees may from time to time desire to
          release or publish information regarding scientific or technical
          developments conceived or first actually reduced to practice in the
          course of or under this subcontract.  In order that public disclosure
          of such information will not adversely affect the patent interests of
          WHC, DOE, or ICF KH, patent approval for release or publication shall
          be secured from Patent counsel prior to any such release or
          publication.

     (g)  Forfeiture of Rights in Unreported Subject Inventions

          (1)  ICF KH shall forfeit to the Government, at the request of the
               Head of the Agency or his designee, all rights in any Subject
               Invention which ICF KH fails to report to the Patent Counsel
               (with notification by the Patent Counsel to WHC) within six
               months after the time ICF KH:

               (i)  Files or causes to be filed a United States or foreign
                    patent application thereon; or

               (ii) Submits the final report required by Paragraph (e)(2)(iii)
                    of this clause, whichever is later.

          (2)  However, ICF KH shall not forfeit rights in a Subject Invention
               if, within the time specified in (1)(i) or (1)(ii) of this
               Paragraph (g), ICF KH:

               (i)    Prepared a written decision based upon a review of the
                      record that the invention was neither conceived nor first
                      actually reduced to practice in the course of or under the
                      subcontract and delivers the same to Patent Counsel (with
                      notification by the Patent Counsel to WHC); or

               (ii)   Contending that the invention is not a Subject Invention
                      ICF KH nevertheless discloses the invention and all facts
                      pertinent to this contention to the Patent Counsel (with
                      notification by the Patent Counsel to WHC); or

               (iii)  Establishes that the failure to disclose did not result 
                      from ICF KH's fault or negligence.

 
                                                                      WHC-380393
                                                              Section I, Page 50


          (3)  Pending written assignment of the patent applications and patents
               on a Subject Invention determined by the Head of the Agency or
               his designee to be forfeited (such determination to be a final
               decision under the Disputes Article of this subcontract), ICF KH
               shall be deemed to hold the invention and the patent applications
               and patents pertaining thereto in trust for the Government. The
               forfeiture provision of this Paragraph (g) shall be in addition
               to and shall not supersede other rights and remedies which the
               Government may have with respect to Subject Inventions.

     (h)  Examination of Records Relating to Inventions

          (1)  WHC, DOE or their authorized representative, until the expiration
               of 3 years after final payment under this subcontract, shall have
               the right to examine any books (including laboratory notebooks),
               records, documents, and other supporting data of ICF KH which WHC
               or his authorized representative reasonably deem pertinent to the
               discovery or identification of Subject Inventions or to determine
               compliance with the requirements of this clause.

          (2)  WHC, DOE or their authorized representative shall have the right
               to examine all books (including laboratory notebooks), records
               and documents of ICF KH relating to the conception or first
               actual reduction to practice of inventions in the same field of
               technology as the work under this subcontract to determine
               whether any such inventions are Subject Inventions, if ICF KH
               refuses or fails to:

               (i)    Establish the procedures of Paragraph (e)(1) of this 
                      clause; or

               (ii)   Maintain and follow such procedures; or

               (iii)  Correct or eliminate any material deficiency in the
                      procedures within thirty (30) days after WHC notifies ICF
                      KH of such a deficiency.

               (iv)   Withholding of Payment (Not applicable to subcontracts)

          (1)  Any time before final payment of the amount of this subcontract,
               WHC may, if he deems such action warranted, withhold payment
               until a reserve not exceeding $50,000 or five percent of the
               amount of this subcontract, whichever is less, shall have been
               set aside if in his opinion ICF KH fails to:

 
                                                                      WHC-380393
                                                              Section I, Page 51


               (i)    Establish, maintain and follow effective procedures for
                      identifying and disclosing Subject Inventions pursuant to
                      Paragraph (e)(1) of this clause; or

               (ii)   Disclose any Subject Invention pursuant to Paragraph
                      (e)(2)(i) of this clause; or

               (iii)  Deliver the interim report pursuant to Paragraph (e)(2)
                      (ii) of this clause; or

               (iv)   Provide the information regarding subcontracts pursuant to
                      Paragraph (j)(5) of this clause; or

               (v)    Convey to the Government in a WHC-approved form, the title
                      and/or rights of the Government in each Subject 
                      Invention as required by this clause.

          (2)  The reserve or balance shall be withheld until WHC has determined
               that ICF KH has rectified whatever deficiencies exist and has
               delivered all reports, disclosures, and other information
               required by this clause.

          (3)  Final payment under this subcontract shall not be made by WHC
               before ICF KH delivers to Patent Counsel all disclosures of
               Subject Inventions and other information required by (e)(2)(i) of
               this clause, the final report required by (e)(2)(iii) of this
               clause, and Patent Counsel has issued a patent clearance
               certification to WHC.

          (4)  WHC may, in his discretion, decrease or increase the sums
               withheld up to the maximum authorized above.  If ICF KH is a
               nonprofit organization, the maximum amount that may be withheld
               under this paragraph shall not exceed $50,000 or one percent of
               the amount of this subcontract, whichever is less.  No amount
               shall be withheld under this paragraph while the amount specified
               by this paragraph is being withheld under other provisions of the
               subcontract.  The withholding of any amount or subsequent payment
               thereof shall not be construed as a waiver of any rights accruing
               to the Government under this subcontract.

     (j)  Subcontracts

          (1)  For the purpose of this clause the term "Contractor" means the
               party awarding a subcontract and the term "Subcontractor" means
               the party being awarded a subcontract, regardless of tier.

 
                                                                      WHC-380393
                                                              Section I, Page 52


          (2)  ICF KH will include the clause at 952.227-71 "Patent Rights-Small
               Business Firms or Nonprofit Organizations" of the Department of
               Energy Acquisition Regulation 48 CFR Part 952 suitably modified
               to identify the parties, in all subcontracts regardless of tier,
               for experimental, developmental, demonstration or research work
               to be performed by a small business firm or domestic nonprofit
               organization.  In all other subcontracts, regardless of tier, for
               experimental, developmental, demonstration, or research work, ICF
               KH will include the Patent Rights clause of 41 CFR 9-9.107-5(a)
               or 41 9-9.107-6 as appropriate, modified to identify the parties.
               In the event of refusal by a Subcontractor to accept this clause,
               or if in the opinion of ICF KH this clause is inconsistent with
               DOE's patent policies, ICF KH:

               (i)  Shall promptly submit written notice to WHC setting forth
                    reasons for ICF KH refusal and other pertinent information
                    which may expedite disposition of the matter; and

               (ii) Shall not proceed with the subcontracting without the
                    written authorization of WHC.

          (3)  Except as may be otherwise provided in this clause, ICF KH shall
               not, in any subcontract or by using a subcontract as
               consideration therefor, acquire any rights in its Subcontractor's
               Subject Invention for ICF KH's own use (as distinguished from
               such rights as may be required solely to fulfill ICF KH's
               subcontract obligations to the Government in the performance of
               this subcontract).

          (4)  All invention disclosures, reports, instruments, and other
               information required to be furnished by ICF KH to DOE, under the
               provisions of a Patent Rights clause in any subcontract hereunder
               may, in the discretion of WHC, be furnished to ICF KH for
               transmission to DOE.

          (5)  ICF KH shall promptly notify WHC in writing upon award of any
               subcontract containing a Patent Rights clause by identifying ICF
               KH, the work to be performed under this subcontract, and the
               dates of award and estimated completion.  Upon request of WHC ICF
               KH shall furnish a copy of the subcontract.

 
                                                                      WHC-380393
                                                              Section I, Page 53



          (6)  ICF KH shall identify all Subject Inventions of ICF KH of which
               it acquires knowledge in the performance of this contact and
               shall notify the Patent Counsel (with notification by Patent
               counsel to WHC) promptly upon the identification of the
               inventions.

          (7)  It is understood that the Government is a third party beneficiary
               of any subcontract clause granting rights to the Government in
               Subject Inventions, and ICF KH hereby assigns to the Government
               all rights that ICF KH would have to enforce ICF KH's obligations
               for the benefit of the Government with respect to Subject
               Inventions. ICF KH shall not be obligated to enforce the
               agreements of any Subcontractor hereunder relating to the
               obligations of ICF KH to the Government regarding Subject
               Inventions.

     (k)  Background Patents

          (1)  "Background Patent" means a domestic patent covering an invention
               or discovery which is not a Subject Invention and which is owned
               or controlled by ICF KH at any time through the completion of
               this subcontract:

               (i)  Which ICF KH, but not the Government, has the right to
                    license to others without obligation to pay royalties
                    thereon; and

               (ii) Infringement of which cannot reasonably be avoided upon the
                    practice of any specific process, method, machine,
                    manufacture or composition of matter (including relatively
                    minor modifications thereof) which is a subject of the
                    research, development, or demonstration work performed under
                    this subcontract.

          (2)  ICF KH agrees to and does hereby grant to the Government a
               royalty-free, nonexclusive license under any Background Patent
               for purposes of practicing a subject of this subcontract by or
               for the Government in research, development, and demonstration
               work only.

          (3)  ICF KH also agrees that upon written application by DOE, it will
               grant to responsible parties for purposes of practicing a subject
               of this subcontract, nonexclusive license under any Background
               Patent on terms that are reasonable under the circumstances.  If,
               however, ICF KH believes that exclusive or partially exclusive
               rights are necessary to achieve expeditious commercial
               development or utilization, then a request may be made to DOE for
               WHC approval of such licensing by ICF KH.

 
                                                                      WHC-380393
                                                              Section I, Page 54




         (4)  Not withstanding the foregoing Paragraph (k)(3), ICF KH shall not
              be obligated to license any Background Patent if ICF KH
              demonstrates to the satisfaction of the Head of the Agency or
              designee that:

               (i)  A competitive alternative to the subject matter covered by
                    said Background Patent is commercially available or readily
                    introducible from one or more other sources; or

               (ii) ICF KH or its licensees are supplying the subject matter
                    covered by said Background Patent in sufficient quantity and
                    at reasonable prices to satisfy market needs, or have taken
                    effective steps or within a reasonable time are expected to
                    take effective steps to so supply the subject.

     (l)  Atomic Energy

          (1)  No claim for pecuniary award or compensation under the provisions
               of the Atomic Energy Act of 1954, as amended, shall be asserted
               by ICF KH or its employees with respect to any invention or
               discovery made or conceived in the course of or under this
               subcontract.

          (2)  Except as otherwise authorized in writing by WHC, ICF KH will
               obtain patent agreements to effectuate the provisions of
               Paragraph (l)(1) of this clause from all persons who perform any
               part of the work under this subcontract, except nontechnical
               personnel, such as clerical employees and manual laborers.

     (m)  Limitation of Rights

          Nothing contained in this Patent Rights clause shall be deemed to give
          the Government any rights with respect to any invention other than a
          subject invention except as set forth in the Patent Rights clause of
          this subcontract with respect of Background Patents and if included
          the Facilities License.

     (n)  Facilities License

          In addition to the rights of the parties with respect to inventions or
          discoveries conceived or first actually reduced to practice in the
          course of or under this subcontract, ICF KH agrees to and does hereby
          grant to the Government an irrevocable, nonexclusive paid-up license
          in and to any inventions or discoveries regardless of when conceived
          or actually reduced to practice or acquired by ICF KH, which are owned
          or controlled by

 
                                                                      WHC-380393
                                                              Section I, Page 55



          ICF KH at any time through completion of this subcontract and which
          are incorporated or embodied in the construction of the facility or
          which are utilized in the operation of the facility or which cover
          articles, materials, or products manufactured at the facility (1) to
          practice or to have practiced by or for the Government at the facility
          and for (2) to transfer such license with the transfer of that
          facility.  The acceptance or exercise by the Government of the
          aforesaid rights and license shall not prevent the Government at any
          time from contesting the enforceability, validity, or scope of, or
          title to, any rights or patents herein licensed.

I-42 RESERVED

I-43 RIGHTS TO PROPOSAL DATA

     WHC and the Government shall have the right to use, duplicate, disclose and
     have others do so for any purpose whatsoever, the technical data contained
     in the proposal upon which this subcontract is based.

I-44 WORKERS' COMPENSATION

     The coverage afforded by the workers' compensation statutes of the State of
     Washington (Title 51, Revised Code of Washington) shall, for performance of
     work under this subcontract at the Hanford Site, including work
     subcontracted, except work performed under certain lump-sum subcontracts as
     determined by the Contracting Officer, be subject to the following:

     1)  Except as provided above and in paragraph (6) below, ICF KH shall be
          relieved of all obligation to pay premiums for such coverage, DOE
          having agreed, under the terms of a contract with the Department of
          Labor and Industries of the State of Washington (herein after called
          the "Department") to bear the actual cost of such coverage.

     2)   ICF KH shall submit to WHC, for transmittal by DOE to the Department,
          such payroll records as are required by the said statutes, except as
          provided above and in paragraph (6) below.

     3)   ICF KH shall, for coverage of each individual employer or any member
          or officer of any corporate employer provided for by Section 51.32.030
          of the Revised Code of Washington, submit to WHC for transmittal by
          DOE to the Department the written notice required by that section.

     4)   ICF KH shall submit to WHC, for transmittal by DOE to the Department,
          the accident reports provided for by Section 51.28.010 of the Revised
          Code of Washington.

 
                                                                      WHC-380393
                                                              Section I, Page 56


     5)   ICF KH shall take such action, and only such action, as WHC or DOE
          requests in connection with any such accident reports, including
          assistance in the investigation and disposition of any claim
          thereunder and, subject to the direction and control of WHC or DOE,
          the conduct of litigation in ICF KH's own name in connection
          therewith.

     6)   ICF KH shall be responsible for making all payments and submitting all
          reports required by Title 51, Section 51.32.073, Revised Code of
          Washington.

I-45 COST ACCOUNTING STANDARDS (APR 1991)

     (a)  Unless ICF KH is exempt under 9903.201-1 and 9903.201-2, the
          provisions of 9903 are incorporated herein by reference and ICF KH in
          connection with this subcontract, shall -

          (1)  (CAS-covered Contracts Only) By submission of a Disclosure
               Statement, disclose in writing ICF KH's cost accounting practices
               as required by 9903.202-1 through 9903.202-5 including methods of
               distinguishing direct costs from indirect costs and the basis
               used for allocating indirect costs.  The practices disclosed for
               this subcontract shall be the same as the practices currently
               disclosed and applied on all other contracts and subcontracts
               being performed by ICF KH and which contain a Cost Accounting
               Standards (CAS) clause.  If ICF KH has notified WHC that the
               Disclosure Statement contains trade secrets, and commercial or
               financial information which is privileged and confidential, the
               Disclosure Statement shall be protected and shall not be released
               outside of the Government.

          (2)  Follow consistently ICF KH's cost accounting practices in
               accumulating and reporting subcontract performance cost data
               concerning this subcontract.  If any change in cost accounting
               practices is made for the purposes of any contract or subcontract
               subject to CAS requirements, the change must be applied
               prospectively to this subcontract and the Disclosure Statement
               must be amended accordingly.  If the subcontract price or cost
               allowance of this subcontract is affected by such changes,
               adjustment shall be made in accordance with subparagraph (a)(4)
               or (a)(5) of this clause, as appropriate.

          (3)  Comply with all CAS, including any modifications and
               interpretations indicated thereto contained in part 9904, in
               effect on the date of award of this subcontract or, if ICF KH has
               submitted cost or pricing data, on the date of final agreement on
               price as shown on ICF KH's signed certificate

 
                                                                      WHC-380393
                                                              Section I, Page 57



               of current cost or pricing data.  ICF KH shall also comply with
               any CAS (or modifications to CAS) which hereafter become
               applicable to a contract or subcontract of ICF KH.  Such
               compliance shall be required prospectively from the date of
               applicability to such contract or subcontract.

          (4)  (i)   Agree to an equitable adjustment as provided in the Changes
                     clause of this subcontract if the subcontract cost is
                     affected by a change which, pursuant to subparagraph (a)(3)
                     of this clause, ICF KH is required to make to ICF KH's
                     established cost accounting practices.

               (ii)  Negotiate with WHC to determine the terms and conditions
                     under which a change may be made to a cost accounting
                     practice, other than a change made under other provisions
                     of subparagraph (a)(4) of this clause; provided that no
                     agreement may be made under this provision that will
                     increase costs paid by the United States.

               (iii) When the parties agree to a change to a cost accounting
                     practice, other than a change under subdivision (a)(4)(i)
                     of this clause, negotiate an equitable adjustment as
                     provided in the Changes clause of this subcontract.

          (5)  Agree to an adjustment of the subcontract price or cost
               allowance, as appropriate, if ICF KH or a lower tier
               subcontractor fails to comply with an applicable Cost Accounting
               Standard, or to follow any cost accounting practice consistently
               and such failure results in any increased costs paid by the
               United States.  Such adjustment shall provide for recovery of the
               increased costs to the United States, together with interest
               thereon computed at the annual rate established under section
               6621 of the Internal Revenue Code of 1986 (26 U.S.C. 6621) for
               such period, from the time the payment by the United States was
               made to the time the adjustment is effected.  In no case shall
               the Government recover costs greater than the increased cost to
               the Government, in the aggregate, on the relevant subcontracts
               subject to the price adjustment, unless the Subcontractor made a
               change in its cost accounting practices of which it was aware or
               should have been aware at the time of price negotiations and
               which it failed to disclose to the Government.

 
                                                                      WHC-380393
                                                              Section I, Page 58


     (b)  If the parties fail to agree whether ICF KH or a subcontractor has
          complied with an applicable CAS in part 9904 or a CAS rule or
          regulation in part 9903 and as to any cost adjustment demanded by the
          United States, such failure to agree will constitute a dispute under
          the Contract Disputes Act (41 U.S.C. 601).

     (c)  ICF KH shall permit any authorized representatives of the Government
          to examine and make copies of any documents, papers, or records
          relating to compliance with the requirements of this clause.

     (d)  ICF KH shall include in all negotiated subcontracts which ICF KH
          enters into, the substance of this clause, except paragraph (b), and
          shall require such inclusion in all other subcontracts, of any tier,
          including the obligation to comply with all CAS in effect on the
          subcontract's award date or if the subcontractor has submitted cost or
          pricing data, on the date of final agreement on price as shown on the
          subcontractor's signed Certificate of Current Cost or Pricing Data.
          This requirement shall apply only to negotiated subcontracts in excess
          of $100,000 where the price negotiated is not based on:

          (1)  Established catalog or market prices of commercial items sold in
               substantial quantities to the general public; or

          (2)  Prices set by law or regulation, and except that the requirement
               shall not apply to negotiated subcontracts otherwise exempt from
               the requirement to include a CAS clause as specified in 9903.201-
               1.

I-46 ADMINISTRATION OF COST ACCOUNTING STANDARDS (SEPT 1987)

     For the purpose of administering the Cost Accounting Standards (CAS)
     requirements under this subcontract, the Subcontractor shall take the steps
     outlined in paragraphs (a) through (f) of this clause:

     (a)  Submit to the cognizant WHC organization a description of any
          accounting change, the potential impact of the change on contracts
          containing a CAS clause, and if not obviously immaterial, a general
          dollar magnitude cost impact analysis of the change which displays the
          potential shift of costs between CAS-covered contracts by contract
          type (i.e., firm-fixed-price, incentive, cost-plus-fixed-fee, etc.)
          and other Subcontractor business activity.  As related to CAS-covered
          subcontracts, the analysis should display the potential impact of
          funds of the various Agencies/Departments (i.e., Department of Energy,
          National Aeronautics and Space Administration, Army, Navy, Air Force,
          other Department of Defense, other Government) as follows:

 
                                                                      WHC-380393
                                                              Section I, Page 59


          (1)  For any change in cost accounting practices required to comply
               with a new CAS in accordance with subparagraph (a)(3) and
               subdivision (a)(4)(i) of the CAS clause, within sixty (60) days
               (or such other date as may be mutually agreed to) after award of
               a subcontract requiring this change.

          (2)  For any change in cost accounting practices proposed in
               accordance with subdivision (a)(4)(ii) or (a)(4)(iii) of the CAS
               clause or with subparagraph (a)(3) of the Disclosure and
               Consistency of Cost Accounting Practices clause, not less than
               sixty (60) days (or such other date as may be mutually agreed to)
               before the effective date of the proposed change.

          (3)  For any failure to comply with an applicable CAS or to follow a
               disclosed practice as contemplated by subparagraph (a)(5) of the
               CAS clause or by subparagraph (a)(4) of the Disclosure and
               Consistency of Cost Accounting Practices clause, within sixty
               (60) days (or such other date as may be mutually agreed to) after
               the date of agreement of noncompliance by ICF KH.

     (b)  Submit a cost impact proposal in the form and manner specified by the
          cognizant WHC organization within sixty (60) days (or such other date
          as may be mutually agreed to) after the date of determination of the
          adequacy and compliance of a change submitted pursuant to paragraph
          (a) of this clause.  If the cost impact proposal is not submitted
          within the specified time, or any extension granted by the cognizant
          WHC organization, an amount not to exceed 10 percent of each payment
          made after that date may be withheld until such time as a proposal has
          been provided in the form and manner specified by the cognizant WHC
          organization.

     (c)  Agree to appropriate contract and subcontract amendments to reflect
          adjustments established in accordance with subparagraphs (a)(4) and
          (a)(5) of the CAS clause or with subparagraphs (a)(3) or (a)(4) of the
          CAS Disclosure and Consistency of Cost Accounting Practices clause.

     (d)  For all subcontracts subject either to the CAS clause or to the
          Disclosure and Consistency of Cost Accounting Practices clause -(1) so
          state in the body of the subcontract, in the letter of award, or in
          both (self-deleting clauses shall not be used); and (2) include the
          substance of this clause in all negotiated subcontracts.  In addition,
          within thirty (30) days after award of the subcontract, submit the
          following information to ICF KH's cognizant contract administration
          office for transmittal to the contract administration office cognizant
          of the subcontractor's facility:

 
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                                                              Section I, Page 60


          (1)  Subcontractor's name and subcontract number.

          (2)  Dollar amount and date of award.

          (3)  Name of Subcontractor making the award.

          (4)  Any changes the subcontractor has made or proposes to make to
               accounting practices that affect prime contracts or subcontracts
               containing the CAS clause or Disclosure and Consistency of Cost
               Accounting Practices clause, unless these changes have already
               been reported.  If award of the subcontract results in making one
               or more CAS effective for the first time, this fact shall also be
               reported.

     (e)  Notify WHC in writing of any adjustments required to subcontracts
          under this subcontract and agree to an adjustment, based on them, to
          this Subcontractor's price or estimated cost and fee.  This notice is
          due within thirty (30) days after proposed subcontract adjustments are
          received and shall include a proposal for adjusting the higher tier
          subcontract or the prime contract appropriately.

     (f)  For subcontracts containing the CAS clause, require the subcontractor
          to comply with all Standards in effect on the date of award or of
          final agreement on price, as shown on the subcontractor's signed
          Certificate of Current Cost or Pricing Data, whichever is earlier.

I-47 LIABILITY WITH RESPECT TO "COST ACCOUNTING STANDARDS"

     (a)  ICF KH is not liable to WHC for increased costs or interest resulting
          from its failure to comply with the clauses of this subcontract
          entitled "Cost Accounting Standards" and "Administration of Cost
          Accounting Standards" if its failure to comply with the clauses is
          caused by ICF KH's compliance with DOE accounting practices and
          procedures.

     (b)  ICF KH is not liable to WHC for increased costs or interest resulting
          from its subcontractors' failure to comply with the clauses at FAR
          52.230-2, "Cost Accounting Standards," and FAR 52.230-5,
          "Administration of Cost Accounting Standards," if (1) ICF KH includes
          each covered subcontract a clause making the subcontractor liable to
          the WHC for increased costs or interest resulting from the
          subcontractor's failure to comply with clauses; and (2) ICF KH seeks
          the subcontract price adjustment and cooperates with WHC in WHC's
          attempts to recover from the subcontractor.

 
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                                                              Section I, Page 61


I-48 DISPUTES

     (a)  It is the intent of the parties to resolve all problems or
          disagreements at the lowest level practicable.  If it cannot be
          resolved, it shall be referred through the respective management chain
          to the President of WHC and the President of ICF KH for appropriate
          consideration and resolution.  If, after due consideration by them the
          problem is not resolved, either may refer the problem to the Board of
          Directors, WHC.  Alternative disputes resolution measures including
          arbitration, mediation, etc., should be considered carefully prior to
          elevating the problem or initiation of judicial proceeding.

     (b)  Except as otherwise provided or agreed, any dispute relating to this
          subcontract which is not disposed of by agreement shall be decided by
          litigation in a court of competent jurisdiction upon filing of a legal
          action by the aggrieved party.  It is further agreed by ICF KH that
          litigation shall be limited and confined exclusively to the
          appropriate State or Federal court located within the State of
          Washington.  Determination of any substantive issue of law shall be
          based upon application of federal law.  During the pendency of any
          dispute, ICF KH shall proceed diligently with the performance of the
          subcontract, and in accordance with the direction of WHC.

I-49 PROTEST AFTER AWARD.  (AUG 1989) --ALTERNATE I (JUN 1985)

     (a)  Upon receipt of a notice of protest (as defined in 33.101 of the FAR)
          WHC may, by written order to ICF KH, direct ICF KH to stop performance
          of the work called for by this subcontract.  The order shall be
          specifically identified as a stop-work order issued under this clause.
          Upon receipt of the order, ICF KH shall immediately comply with its
          terms and take all reasonable steps to minimize the incurrence of
          costs allocable to the work covered by the order during the period of
          work stoppage.  Upon receipt of the final decision in the protest, WHC
          shall either -

          (1)  Cancel the stop-work order; or

          (2)  Terminate the work covered by the order as provided in the
               Termination clause of this subcontract.

     (b)  If a stop-work order issued under this clause is canceled either
          before or after a final decision in the protest, ICF KH shall resume
          work.  WHC shall make an equitable adjustment in the delivery
          schedule, the estimated cost, the fee, or a combination thereof, and
          in any other terms of the subcontract that may be affected, and the
          subcontract shall be modified, in writing, accordingly, if -

 
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                                                              Section I, Page 62


          (1)  The stop-work order results in an increase in the time required
               for, or in ICF KH's cost properly allocable to, the performance
               of any part of this subcontract; and

          (2)  ICF KH asserts its right to an adjustment within 30 days after
               the end of the period of work stoppage; provided, that if WHC
               decides the facts justify the action, WHC may receive and act
               upon a proposal submitted at any time before final payment under
               this subcontract.

     (c)  If a stop-work order is not canceled and the work covered by the order
          is terminated for the convenience of WHC, WHC shall allow reasonable
          costs resulting from the stop-work order in arriving at the
          termination settlement.

     (d)  If a stop-work order is not canceled and the work covered by the order
          is terminated for default, WHC shall allow, by equitable adjustment or
          otherwise, reasonable costs resulting from the stop-work order.

     (e)  WHC's rights to terminate this subcontract at any time are not
          affected by action taken under this clause.

I-50 CONTINUITY OF SERVICES (JAN 1991)

     (a)  ICF KH recognizes that the services under this subcontract are vital
          to the Government and must be continued without interruption and that,
          upon subcontract expiration, a successor, either the Government or
          another subcontractor, may continue them.  ICF KH agrees to (1)
          furnish phase-in training and (2) exercise its best efforts and
          cooperation to effect an orderly and efficient transition to a
          successor.

     (b)  ICF KH shall, upon WHC's written notice, (1) furnish phase-in, phase-
          out services for up to ninety (90) days after this subcontract expires
          and (2) negotiate in good faith a plan with a successor to determine
          the nature and extent of phase-in, phase-out services required.  The
          plan shall specify a training program and a date for transferring
          responsibilities for each division of work described in the plan, and
          shall be subject to WHC's approval.  ICF KH shall provide sufficient
          experienced personnel during the phase-in, phase-out period to ensure
          that the services called for by this subcontract are maintained at the
          required level of proficiency.

     (c)  ICF KH shall allow as many personnel as practicable to remain on the
          job to help the successor maintain the continuity and consistency of
          the services required by this subcontract.  ICF KH also shall disclose
          necessary personnel records and allow the

 
                                                                      WHC-380393
                                                              Section I, Page 63


          successor to conduct onsite interviews with these employees.  If
          selected employees are agreeable to the change, ICF KH shall release
          them at a mutually agreeable date and negotiate transfer of their
          earned fringe benefits to the successor.

     (d)  ICF KH shall be reimbursed for all reasonable phase-in, phase-out
          costs (i.e., costs incurred within the agreed period after subcontract
          expiration that result from phase-in, phase-out operations) and a fee
          (profit) not to exceed a pro rata portion of the fee (profit) under
          this subcontract.

I-51 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

     (a)  Notwithstanding any other clause of this subcontract -

          (1)  WHC may at any time issue to ICF KH a written notice of intent to
               disallow specified costs incurred or planned for incurrence under
               this subcontract that have been determined not to be allowable
               under the subcontract terms; and

          (2)  ICF KH may, after receiving a notice under subparagraph (1)
               above, submit a written response to WHC, with justification for
               allowance of the costs.  If ICF KH does respond within 60 days,
               WHC shall, within 60 days of receiving the response, either make
               a written withdrawal of the notice or issue a written decision.

     (b)  Failure to issue a notice under this Notice of Intent to Disallow
          Costs clause shall not affect WHC's or the Government's rights to take
          exception to incurred costs.

I-52 COMPETITION IN SUBCONTRACTING (APR 1984)

     ICF KH shall select subcontractors (including suppliers) on a competitive
     basis to the maximum practical extent consistent with the objectives and
     requirements of the subcontract.

I-53 LIMITATION OF LIABILITY-SERVICES (APR 1984)

     (a)  Except as provided in paragraphs (b) and (c) below, and except to the
          extent that ICF KH is expressly responsible under this subcontract for
          deficiencies in the services required to be performed under it
          (including any materials furnished in conjunction with those
          services), ICF KH shall not be liable for loss of or damage to
          property of the Government or WHC that (1) occurs after WHC acceptance
          of services performed under this subcontract and (2) results from any
          defects or deficiencies in the services performed or materials
          furnished.

 
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                                                              Section I, Page 64


     (b)  The limitation of liability under paragraph (a) above shall not apply
          when a defect or deficiency in, or the Government's acceptance of,
          services performed or materials furnished results from willful
          misconduct or lack of good faith on the part of any of the
          Subcontractor managerial personnel.  The term "Subcontractor's
          managerial personnel," as used in this clause is defined in clause 
          H-36, Subcontractor's Managerial Personnel.

     (c)  If ICF KH carries insurance, or has established a reserve for self-
          insurance, covering liability for loss or damage suffered by WHC or by
          the Government through ICF KH's performance of services or furnishing
          of materials under this subcontract, ICF KH shall be liable to WHC or
          the Government, to the extent of such insurance or reserve, for loss
          of or damage to property of the Government or WHC occurring after WHC
          acceptance of, and resulting from any defects and deficiencies in,
          services performed or materials furnished under this subcontract.

     (d)  ICF KH shall include this clause, including this paragraph (d),
          supplemented as necessary to reflect the relationship of the
          contracting parties, in all lower-tier subcontracts over $25,000.

I-54 PREFERENCE FOR U. S. - FLAG AIR CARRIERS (APR 1984)

     (a)  "International air transportation," as used in this clause, means
          transportation by air between a place in the United States and a place
          outside the United States or between two places both of which are
          outside the United States.

          "United States," as used in this clause, means the 50 States, the
          District of Columbia, the Commonwealth of Puerto Rico, and possessions
          of the United States.

          "U.S.-Flag air carrier," as used in this clause, means an air carrier
          holding a certificate under section 401 of the Federal Aviation Act of
          1958 (49 U.S.C. 1371).

     (b)  Section 5 of the International Air Transportation Fair Competitive
          Practices Act of 1974 (40 U.S.C. 1517) (Fly American Act) requires
          that all Federal agencies and Government contractors and
          subcontractors use U.S.-flag air carriers for U.S. Government-financed
          international air transportation of personnel (and their personal
          effects) or property, to the extent that service by those carriers is
          available.  It requires the Comptroller General of the United States,
          in the absence of satisfactory proof of the necessity for foreign-flag
          air transportation, to disallow expenditures from funds, appropriated
          or otherwise established for the account of the United States, for
          international air

 
                                                                      WHC-380393
                                                              Section I, Page 65


          transportation secured aboard a foreign-flag air carrier if a U.S.-
          flag air carrier is available to provide such services.

     (c)  ICF KH agrees, in performing work under this subcontract, to use U.S.-
          flag air carriers for international air transportation of personnel
          (and their personal effects) or property to the extent that service by
          those carriers is available.

     (d)  In the event that ICF KH selects a carrier other than a U.S.-flag air
          carrier for international air transportation, ICF KH shall include a
          certification on vouchers involving such transportation essentially as
          follows:

               CERTIFICATION OF UNAVAILABILITY OF U.S.-FLAG AIR CARRIERS

          I hereby certify that international air transportation of persons (and
          their personal effects) or property by U.S.-flag air carrier was not
          available or it was necessary to use foreign-flag air carrier service
          for the following reasons (see section 47.403 of the Federal
          Acquisition Regulation):  [State reasons]:___________
          _________________________________________________________________
          _________________________________________________________________

     (e)  ICF KH shall include the substance of this clause, including this
          paragraph (e), in each of its lower-tier subcontracts or purchases
          under this subcontract that may involve international air
          transportation.

I-55 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS (APR 1984)

     (a)  The Cargo Preference Act of 1954 (46 U.S.C. 1241(b)), requires that
          Federal departments and agencies shall transport in privately owned
          U.S.-flag commercial vessels at least 50 percent of the gross tonnage
          of equipment, materials, or commodities that may be transported in
          ocean vessels (computed separately for dry bulk carriers, dry cargo
          liners, and tankers).  Such transportation shall be accomplished when
          any equipment, materials, or commodities, located within or outside
          the United States, that may be transported by ocean vessel are --

          (1)  Acquired for a U.S. Government agency account;

          (2)  Furnished to or for the account of, any foreign nation without
               provision for reimbursement.

          (3)  Furnished for the account of a foreign nation in connection with
               which the United States advances funds or credits, or guarantees
               that convertability of foreign currencies; or

 
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          (4)  Acquired with advance of funds, loans,or guarantees made by or on
               behalf of the United States.

     (b)  ICF KH shall use privately owned United States-flag commercial vessels
          to ship at least 50 percent of the gross tonnage involved under this
          subcontract (computed separately for dry bulk carriers, dry cargo
          liners, and tankers) whenever shipping any equipment, material, or
          commodities under the conditions set forth in paragraph (a) above, to
          the extent such vessels are available at rates that are fair and
          reasonable for privately owned United States-flag commercial vessels.

     (c)  (1)  ICF KH shall submit to WHC one legible copy of a rated on-board
               ocean bill of lading for each shipment.

          (2)  ICF KH shall furnish these bill of lading copies (i) within 20
               working days of the date of loading for shipment originating in
               the United States, or (ii) within 30 working days for shipments
               originating outside the United States.  Each bill of lading copy
               shall contain the following information:

               (A)  Sponsoring U. S. Government agency

               (B)  Name of vessel

               (C)  Vessel flag of registry

               (D)  Date of loading

               (E)  Port of loading

               (F)  Port of final discharge

               (G)  Description of commodity

               (H)  Gross weight in pounds and cubic feet if available

               (I)  Total ocean freight revenue in U.S. dollars

     (d)  Except for small purchases as described in 48 CFR 13, ICF KH shall
          insert the substance of this article, including this paragraph (d), in
          all lower-tier subcontracts or purchase orders under this subcontract.

     (e)  The requirement in paragraph (a) does not apply to --

          (1)  Small purchases as defined in 48 CFR 13;

 
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                                                              Section I, Page 67


          (2)  Cargoes carried in vessels of the Panama Canal Commission or as
               required or authorized by law or treaty;

          (3)  Ocean transportation between foreign countries of supplies
               purchased with foreign currencies made available, or derived from
               funds that are made available, under the Foreign Assistance Act
               of 1961 (22 U.S.C. 2353); and

          (4)  Shipments of classified supplies when the classification
               prohibits the use of non-Government vessels.

     (f)  Guidance regarding fair and reasonable rates for privately owned U.S.-
          flag commercial vessels may be obtained from the Division of National
          Cargo, Office of Market Development, Maritime Administration, U.S.
          Department of Transportation, Washington DC  20590, phone (202) 426-
          4610.

I-56 FOREIGN TRAVEL (APR 1984)

     (a)  Foreign travel, when charged directly, shall be subject to the prior
          approval of WHC for each separate trip regardless of whether funds for
          such travel are contained in an approved budget.  Foreign travel is
          defined as any travel outside of Canada and the United States and its
          territories and possessions.

     (b)  Request for approval shall be submitted at least 60 days prior to the
          planned departure date, be on a Request for Approval of Foreign Travel
          form, and when applicable, include a notification of proposed Soviet-
          bloc travel.

I-57 DELETED

I-58 NUCLEAR HAZARDS INDEMNITY AGREEMENT.  (NOV 1991)

     (a)  Authority.

          This clause is incorporated into this subcontract pursuant to the
          authority contained in subsection 170d. of the Atomic Energy Act of
          1954, as amended (hereinafter called the Act.)

     (b)  Definitions.

          The definitions set out in the Act shall apply to this clause.

 
                                                                      WHC-380393
                                                              Section I, Page 68


     (c)  Financial protection.

          Except as hereafter permitted or required in writing by WHC, ICF KH
          will not be required to provide or maintain, and will not provide or
          maintain at WHC expense, any form of financial protection to cover
          public liability, as described in paragraph (d)(2) below.  WHC may,
          however, at any time require in writing that ICF KH provide and
          maintain financial protection of such a type and in such amount as WHC
          shall determine to be appropriate to cover such public liability,
          provided that the costs of such financial protection are reimbursed to
          ICF KH by WHC.

     (d)  Indemnification.

          (1)  To the extent that ICF KH and other persons indemnified are not
               compensated by any financial protection permitted or required by
               DOE, DOE will indemnify WHC, and in turn selected subcontractor,
               such as ICF KH and other persons indemnified against (i) claims
               for public liability as described in subparagraph (d)(2) of this
               clause; and (ii) such legal costs of ICF KH and other persons
               indemnified as are approved by WHC, provided that WHC's
               liability, including such legal costs, shall not exceed the
               amount set forth in section 170e.(1)(B) of the Act in the
               aggregate for each nuclear incident or precautionary evacuation
               occurring within the United States or $100 million in the
               aggregate for each nuclear incident occurring outside the United
               States, irrespective of the number of persons indemnified in
               connection with this subcontract.

          (2)  The public liability referred to in subparagraph (d)(1) of this
               clause is public liability as defined in the Act which (i) arises
               out of or in connection with the activities under this
               subcontract, including transportation; and (ii) arises out of or
               results from a nuclear incident or precautionary evacuation, as
               those terms are defined in the Act.

     (e)  Waiver of Defenses.

          (1)  In the event of a nuclear incident, as defined in the Act,
               arising out of nuclear waste activities, as defined in the Act,
               ICF KH, on behalf of itself and other persons indemnified, agrees
               to waive any issue or defense as to charitable or governmental
               immunity.

          (2)  In the event of an extraordinary nuclear occurrence which:

 
                                                                      WHC-380393
                                                              Section I, Page 69


               (i)   Arises out of, results from, or occurs in the course of the
                     construction, possession, or operation of a production or
                     utilization facility; or

               (ii)  Arises out of, results from, or occurs in the course of
                     transportation of source material, by-product material, or
                     special nuclear material to or from a production or
                     utilization facility; or

               (iii) Arises out of or results from the possession,
                     operation, or use by ICF KH or a subcontractor of a device
                     utilizing special nuclear material or by-product material,
                     during the course of the subcontract activity; or

               (iv)  Arises out of, results from, or occurs in the course of
                     nuclear waste activities, ICF KH, on behalf of itself and
                     other persons indemnified, agrees to waive:

                     (A)  Any issue or defense as to the conduct of the claimant
                          (including the conduct of persons through whom the
                          claimant derives its cause of action) or fault of
                          persons indemnified, including, but not limited to:

                          1.   Negligence;
                          2.   Contributory negligence;
                          3.   Assumption of risk; or
                          4.   Unforeseeable intervening causes, whether
                               involving the conduct of a third person or an act
                               of God;

                     (B)  Any issue or defense as to charitable or governmental
                          immunity; and

                     (C)  Any issue or defense based on any statute of
                          limitations, if suit is instituted within 3 years from
                          the date on which the claimant first knew, or
                          reasonably could have know, of his injury or change
                          and the cause thereof. The waiver of any such issue or
                          defense shall be effective regardless of whether such
                          issue or defense may otherwise be deemed
                          jurisdictional or relating to an element in the cause
                          of action. The waiver shall be judicially enforceable
                          in accordance with its terms by the claimant against
                          the person indemnified.

 
                                                                      WHC-380393
                                                              Section I, Page 70



               (v)   The term "extraordinary nuclear occurrence" means an event
                     which WHC has determined to be an extraordinary nuclear
                     occurrence as defined in the Act.  A determination of
                     whether or not there has been an extraordinary nuclear
                     occurrence will be made in accordance with the procedures
                     in 10 CFR part 840.

               (vi)  For the purposes of that determination, "offsite" as that
                     term is used in 10 CFR part 840 means away from "the
                     subcontract location" which phrase means any WHC facility,
                     installation, or site at which subcontractual activity
                     under this subcontract is being carried on, and any
                     subcontractor-owned or controlled facility, installation,
                     or site at which ICF KH is engaged in the performance of
                     subcontractual activity under this subcontract.

          (3)  The waivers set forth above:

               (i)   Shall be effective regardless of whether such issue or
                     defense may otherwise be deemed jurisdictional or relating
                     to an element in the clause of action;

              (ii)   Shall be judicially enforceable in accordance with its
                     terms by the claimant against the person indemnified;

             (iii)   Shall not preclude a defense based upon a failure to take
                     reasonable steps to mitigate damages;

              (iv)   Shall not apply to injury or damage to a claimant or to a
                     claimant's property which is intentionally sustained by the
                     claimant or which results from a nuclear incident
                     intentionally and wrongfully caused by the claimant;

               (v)   Shall not apply to injury to a claimant who is employed at
                     the site of and in connection with the activity where the
                     extraordinary nuclear occurrence takes place, if benefits
                     therefor are either payable or required to be provided
                     under any workmen's compensation or occupational disease
                     law;
                 
              (vi)   Shall not apply to any claim resulting from a nuclear
                     incident occurring outside the United States;
                 
             (vii)   Shall be effective only with respect to those obligations
                     set forth in this clause and in insurance policies,
                     subcontracts or other proof of financial protection; and

 
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                                                              Section I, Page 71


            (viii)   Shall not apply to, or prejudice the prosecution or defense
                     of, any claim or portion of claim which is not within the
                     protection afforded under (A) the limit of liability
                     provisions under subsection 170e. of the Act, and (B) the
                     terms of this agreement and the terms of insurance
                     policies, subcontracts, or other proof of financial
                     protection.

     (f)  Notification and litigation of claims.

          ICF KH shall give immediate written notice to WHC of any known action
          or claim filed or made against ICF KH or other person indemnified for
          public liability as defined in paragraph (d)(2).  Except as otherwise
          directed by WHC, ICF KH shall furnish promptly to WHC, copies of all
          pertinent papers received by ICF KH or filed with respect to such
          actions or claims.  WHC shall have the right to, and may collaborate
          with, ICF KH and any other person indemnified in the settlement or
          defense of any action or claim and shall have the right to (1) require
          the prior approval of WHC for the payment of any claim that WHC be
          required to indemnify hereunder; and (2) appear through the Attorney
          General on behalf of ICF KH or other person indemnified in any action
          brought upon any claim that WHC may be required to indemnify
          hereunder; take charge of such action, and settle or defend any such
          action.  If the  settlement or defense of any such action or claim is
          undertaken by WHC, ICF KH or other person indemnified shall furnish
          all reasonable assistance in effecting a settlement or asserting a
          defense.

     (g)  Continuity of WHC obligations.

          The obligations of WHC under this clause shall not be affected by any
          failure on the part of ICF KH to fulfill its obligation under this
          subcontract and shall be unaffected by the death, disability, or
          termination of existence of ICF KH, or by the completion, termination
          or expiration of this subcontract.

     (h)  Effect of other clauses.

          The provisions of this clause shall not be limited in any way by, and
          shall be interpreted without reference to any, other clause of this
          subcontract, including the clause entitled subcontract Disputes
          provided, however, that this clause shall be subject to the clauses
          entitled Covenant Against Contingent Fees, Officials Not to Benefit,
          and Examination of Records by the Comptroller General, and any
          provisions that are later added to this subcontract as required by
          applicable Federal law, including statutes, executive orders and
          regulations, to be included in Nuclear Hazards Indemnity Agreements.

 
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                                                              Section I, Page 72


     (i)  Civil penalties.

          ICF KH and its subcontractors and suppliers who are indemnified under
          the provisions of this clause are subject to civil penalties, pursuant
          to 234A of the Act, for violations of applicable WHC nuclear-safety
          related rules, regulations, or orders.

     (j)  Criminal penalties.

          Any individual director, officer, or employee of ICF KH or of its
          subcontractors and suppliers who are indemnified under the provisions
          of this clause are subject to criminal penalties, pursuant to 223(c)
          of the Act, for knowing and willful violation of the Atomic Energy Act
          of 1954, as amended, and applicable WHC nuclear safety-related rules,
          regulations or orders which violation results in, or, if undetected,
          would have resulted in a  nuclear incident.

     (k)  Inclusion in subcontracts.

          ICF KH shall insert this clause in any subcontract which may involve
          the risk of public liability, as the term is defined in the Act and
          further described in paragraph (d)(2) above.  However, this clause
          shall not be included in subcontracts in which ICF KH is subject to
          Nuclear Regulatory Commission (NRC) financial protection requirements
          under section 170b. of the Act or NRC agreements of indemnification
          under section 170c. or k. of the Act for the activities under the
          subcontract.

 
I-59 GOVERNMENT SUPPLY SOURCES (APR 1984)

     WHC may issue ICF KH an authorization to use Government supply sources in
     the performance of this subcontract.  Title to all property acquired by ICF
     KH under such an authorization shall vest in the Government unless
     otherwise specified in the subcontract.  Such property shall not be
     considered  to be "Government-furnished property," as distinguished from
     "Government Property."

I-60 INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLES AND RELATED SERVICES.
     (JAN 1991)

     WHC may issue ICF KH an authorization to obtain interagency fleet
     management system vehicles and related services for use in the performance
     of this subcontract.  The use, service, and maintenance of interagency
     motor pool vehicles and the use of related services by ICF KH shall be in
     accordance with 41 CFR 101-39 and 41 CFR 101-38.301-1.

 
                                                                      WHC-380393
                                                              Section I, Page 73


I-61 DELETED

I-62 ACCOUNTS, RECORDS, AND INSPECTION (FEB 1993 REVISED)

     (a)  Accounts.

          As set forth in Section H, clause H-9, ICF KH shall maintain a
          separate and distinct set of accounts, records, documents, and other
          evidence showing and supporting (1) all allowable costs incurred, (2)
          collections accruing to ICF KH in connection with the work under this
          subcontract, other applicable credits, and fee accruals under this
          subcontract, and (3) the receipt, use, and disposition of all
          Government property coming into the possession of ICF KH under this
          subcontract.  The system of accounts employed by ICF KH shall be
          satisfactory to DOE and in accordance with generally accepted
          accounting principles consistently applied.

     (b)  Inspection and audit of accounts and records.

          All books of account and records relating to this subcontract shall be
          subject to inspection and audit by DOE or its authorized
          representative at all reasonable times, before and during the period
          of retention provided for in (d) below, and ICF KH shall afford DOE
          proper facilities for such inspection and audit.

     (c)  Audit of subcontractors' records.

          ICF KH also agrees, with respect to any subcontracts (including fixed-
          price or unit-price subcontracts or purchase orders) where, under the
          terms of the subcontract, costs incurred are a factor in determining
          the amount payable to the subcontractor of any tier, to either conduct
          an audit of the subcontractor's costs or arrange for such an audit to
          be performed by the cognizant government audit agency through WHC.

     (d)  Disposition of records.

          Except as agreed upon by WHC and ICF KH, all financial and cost
          reports, books of account and supporting documents, system files,
          databases, and other data evidencing costs allowable, collections
          accruing to ICF KH in connection with the work under this subcontract,
          other applicable credits, and fee accruals under this subcontract,
          shall be the property of WHC, and shall be delivered to WHC or
          otherwise disposed of by ICF KH either as WHC may from time to time
          direct during the progress of the work or, in any event, as WHC shall
          direct upon completion or termination of this subcontract and final
          audit of accounts hereunder.  Except as provided in this subcontract,
          all other records in the possession of ICF KH relating to this
          contract shall be preserved by ICF KH

 
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                                                              Section I, Page 74


          for a period of three (3) years after final payment under this
          subcontract or otherwise disposed of in such manner as may be agreed
          upon by WHC and ICF KH.

     (e)  Reports.

          ICF KH shall furnish such progress reports and schedules, financial
          and cost reports, and other reports concerning the work under this
          subcontract as WHC may from time to time require.

     (f)  Inspections.

          WHC shall have the right to inspect the work and activities of ICF KH
          under this subcontract at such times in such manner as it shall deem
          appropriate.

     (g)  Subcontracts.

          ICF KH further agrees to require the inclusion of provisions similar
          to those in paragraphs (a) through this paragraph (g) of this clause
          in all subcontracts (including fixed-price of unit-price subcontracts
          or purchase orders) of any tier entered into hereunder where, under
          the terms of the subcontract, costs incurred are a factor in
          determining the amount payable to the subcontractor.

     (h)  Internal audit.

          ICF KH agrees to conduct an internal audit and examination
          satisfactory to WHC of the records, operations, expenses, and the
          transactions with respect to costs claimed to be allowable under this
          subcontract annually and at such other times as may be mutually agreed
          upon.  The results of such audit, including the working papers, shall
          be submitted or made available to WHC.

I-63 CHANGES (APR 1984)

     (a)  Changes and adjustment of fee.

          WHC may at any time and without notice to the sureties, if any, issue
          written directions within the general scope of this subcontract
          requiring additional work or directing the omission of, or variation
          in, work covered by this subcontract.  If any such direction results
          in a material increase or decrease in the level of ICF KH's management
          effort an equitable adjustment of the fee, if any, shall be made in
          accordance with the agreement of the parties and the subcontract shall
          be modified in writing accordingly.  Any claim by ICF KH for an
          adjustment under this clause must be asserted in writing within thirty
          (30) days from

 
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                                                              Section I, Page 75


          the date of receipt by ICF KH of the notification of change; provided,
          however, that WHC, if it decides that the facts justify such action,
          may receive and act upon any such claim asserted at any time prior to
          final payment under this subcontract.  A failure to agree on an
          equitable adjustment under this clause shall be deemed to be a dispute
          within the meaning of the clause entitled "Disputes."

     (b)  Work to continue.

          Nothing contained in this clause shall excuse ICF KH from proceeding
          with the prosecution of the work in accordance with the requirements
          of any direction hereunder.

     (c)  ICF KH shall not be entitled to an equitable adjustment under this
          clause for changes issued under any other Changes clause of this
          subcontract.

I-64 CONTRACTOR'S ORGANIZATION (APR 1984)

     (a)  Organization chart.

          As promptly as possible after the execution of this subcontract, ICF
          KH shall furnish to WHC a chart showing the names, duties, and
          organization of management personnel to be employed in connection with
          the work, and shall furnish from time to time supplementary
          information reflecting changes therein.

     (b)  Supervisory representative of ICF KH.

          Unless otherwise directed by WHC, a competent full-time resident
          supervisory representative of ICF KH satisfactory to WHC shall be in
          charge of the work at the site at all times.  This also applies to
          offsite work.

     c)   ICF KH shall be responsible for maintaining satisfactory standards of
          employee competency, conduct, and integrity and shall be responsible
          for taking such disciplinary action with respect to its employees as
          may be necessary.  ICF KH shall establish such standards and
          procedures as are necessary to implement effectively the provisions
          set forth in DEAR Section 970.2272, and such standards and procedures
          shall be subject to the approval of WHC.

 
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                                                              Section I, Page 76


I-65 ALLOWABLE COSTS, BASE FEE, AND AWARD FEE and INCENTIVE FEES

     (a)  (Modified) Compensation for Subcontractor's services

          Payment for the allowable costs as hereinafter defined, and of the
          fees, if any, as hereinafter provided, shall constitute full and
          complete compensation for the performance of the work under this
          subcontract.

     (b)  (Modified)  Fee

          The fees that may be payable, in accordance with other provisions of
          the subcontract for the performance of work authorized under this
          subcontract shall be comprised of base fee, award fee, and multiple
          incentive fees.  The available fee during each fiscal year is set for
          in Section H of the Schedule.  The amount of fees actually to be paid
          to ICF KH shall be determined in accordance with the subcontract
          clause in Section H.  There shall be no adjustment in the amount of
          ICF KH's base fee by reason of differences between and estimate of
          cost for performance of the work under this subcontract and the actual
          costs for the performance of work.

     (c)  Allowable costs.  (DEVIATION)

          The allowable cost of performing the work under this subcontract shall
          be the costs and expenses that are actually incurred by ICF KH in the
          performance of the subcontract work in accordance with its terms, that
          are necessary or incident thereto, and are determined to be allowable
          pursuant to this paragraph (c).  The determination of the allowability
          of cost hereunder shall be based on:

          (1)  Reasonableness, including the exercise of prudent business
               judgment;

          (2)  Consistent application of generally accepted accounting
               principles and practices that result in equitable charges to the
               subcontract work; and

          (3)  Recognition of all exclusions and limitations set forth in this
               clause or elsewhere in this subcontract as to types, amounts, or
               allocability of items of cost.  Allowable costs shall not include
               the cost of any item described as unallowable in paragraph (e) of
               this clause except as indicated therein.  Failure to mention an
               item of cost specifically in paragraph (d) or paragraph (e) shall
               not imply either that it is allowable or that it is unallowable.

 
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                                                              Section I, Page 77


     (d)  Items of allowable cost.

          Subject to the other provisions of this clause, the following items of
          cost of work done under this subcontract shall be allowable to the
          extent indicated:

          (1)  (MODIFIED) Bonds and insurance, including self-insurance, as
               provided in the clause entitled "Insurance - Litigation and
               Claims."

          (2)  Communication costs, including telephone services, local and
               long-distance calls, telegrams, cablegrams, postage, and similar
               items.

          (3)  Consulting services (including legal and accounting), and related
               expenses, as approved by WHC, except as made unallowable by
               paragraphs (e)(16) and (e)(26).

          (4)  Except as provided in the clause of this contract entitled DEAR
               970.5204-61, "Cost Prohibitions Related to Legal and Other
               Proceedings," litigation expenses, including reasonable counsel
               fees, incurred in accordance with the clause of the contract
               entitled "Insurance-Litigations and Claims."

          (5)  Losses and expenses (including settlements made with the consent
               of WHC) sustained by ICF KH in the performance of this
               subcontract and certified in writing by WHC to be reasonable,
               except the losses and expenses expressly made unallowable under
               other provisions of this subcontract.

          (6)  Materials, supplies, and equipment, including freight
               transportation, material handling, inspection, storage, salvage,
               and other usual expenses incident to the procurement, use and
               disposition thereof, subject to approvals required under other
               provisions of this subcontract.

          (7)  Patents, purchased design, and royalty payments to the extent
               expressly provided for under other provisions in this subcontract
               or as approved by WHC, and preparation of invention disclosures,
               reports and related documents, and searching the art to the
               extent necessary to make such invention disclosures in accordance
               with any "Patent Rights" clause of this subcontract.

 
                                                                      WHC-380393
                                                              Section I, Page 78


          (8)  Personnel costs and related expenses incurred in accordance with
               the personnel appendix which is hereby incorporated by reference
               and made a part of this subcontract.  It is specifically
               understood and agreed that said personnel appendix sets forth in
               detail personnel costs and related expenses to be allowable under
               this subcontract and is intended to document those personnel
               policies, practices and plans which have been found acceptable by
               WHC.  It is further understood and agreed that ICF KH will advise
               WHC of any proposed changes in any matters covered by said
               policies, practices or plans which relate to this item of cost,
               and that the personnel appendix may be modified from time-to-time
               in writing by mutual agreement of ICF KH and WHC without
               execution of an amendment to this subcontract for the purpose of
               effectuating any such changes in, or additions to, the personnel
               appendix as may be agreed upon by the parties.  Such
               modifications shall be evidenced by execution of written numbered
               approval letters from WHC or its representative.  Types of
               personnel costs and related expenses to be incorporated into the
               personnel appendix, or amendments thereto, are as follows:

               (i)  Salaries and wages; bonuses and incentive compensation;
                    overtime, shift differential, holiday, and other premium pay
                    for time worked; nonwork time, including vacations,
                    holidays, sick, funeral, military, jury, witness, and voting
                    leave; salaries and wages to employees in their capacity as
                    union stewards and committeemen for time spent in handling
                    grievances, or serving on labor management (subcontractor)
                    committees, provided, however, that WHC's approval is
                    required in each instance of total compensation to an
                    individual employee at an annual rate of $80,000 or more,
                    when it is proposed that a total of 50 percent or more of
                    such compensation be reimbursed under cost-type
                    subcontracts.  Total compensation, as used here, includes
                    only the employee's base salary, bonus, and incentive
                    compensation payments;

               (ii) Legally required contributions to old-age and survivors'
                    insurance, unemployment compensation plans, and workers
                    compensation plans, (whether or not covered by insurance);
                    voluntary or agree-upon plans providing benefits for
                    retirement, separation, life insurance, hospitalization,
                    medical-surgical and unemployment (whether or not such plans
                    are covered by insurance);

 
                                                                      WHC-380393
                                                              Section I, Page 79


               (iii) Travel (except foreign travel, which requires specific
                     approval by DOE on a case-by-case basis); incidental
                     subsistence and other allowances of ICF KH employees, in
                     connection with performance of work under this subcontract
                     (including new employees reporting for work and transfer of
                     employees, the transfer of their household goods and
                     effects and the travel and subsistence of their
                     dependents);

               (iv)  Employee relations, welfare, morale, etc.; programs
                     including incentive or suggestion awards; employee
                     counseling services, health or first-aid clinics; house or
                     employee publications;

               (v)   Personnel training (except special education and training
                     courses and research assignments calling for attendance at
                     educational institutions which require specific approval by
                     WHC on a case-by-case basis); including apprenticeship
                     training programs designed to improve efficiency and
                     productivity of subcontract operations, to develop needed
                     skills, and to develop scientific and technical personnel
                     in specialized fields required in the subcontract work;

               (vi)  Recruitment of personnel (including help-wanted
                     advertisement), including service of employment agencies at
                     rates not in excess of standard commercial rates,
                     employment office, travel of prospective employees at the
                     request of ICF KH for employment interviews; and

               (vii) Net cost of operating plant-site cafeteria, dining rooms,
                     and canteens attributable to the performance of the
                     subcontract.

          (9)  Repairs, maintenance, inspection, replacement, and disposal of
               Government-owned property and the restoration or cleanup of site
               and facilities to the extent directed or approved by WHC and as
               allowable under subparagraph (f) of the clause of this
               subcontract entitled Property.

          (10) Subcontracts and purchase orders, including procurements from ICF
               KH-controlled sources, subject to approvals required by other
               provisions of this subcontract.

          (11) Subscriptions to trade, business, technical, and professional
               periodicals, as approved by WHC.

 
                                                                      WHC-380393
                                                              Section I, Page 80


          (12) Taxes, fees, and charges levied by public agencies which ICF KH
               is required by law to pay, except those which are expressly made
               unallowable under other provisions of this subcontract.

          (13) Utility services, including electricity, gas, water, and
               sewerage.

          (14) Indemnification of the Pension Benefit Guaranty Corporation,
               pursuant to the Employee Retirement Income Security Act of 1974,
               in accordance with FAR 31.205-6(j)(3)(iv).

          (15) Establishment and maintenance of bank accounts in connection with
               the work hereunder, including, but not limited to, service
               charges, the cost of disbursing cash, necessary guards, cashiers,
               and paymasters.  If payments are made by check, facilities and
               arrangements for cashing checks may be provided without expense
               to the employees, subject to the approval of WHC.

          (16) Camp operations, to the extent approved by WHC.

          (17) Maintenance, inspection, repair, replacement, and transportation
               of construction plant and equipment to the extent not covered by
               rentals or insurance and as provided in rental agreements
               approved by WHC.

          (18) Rental for (i) construction plant and equipment rented by ICF KH
               from others at rates and underwritten agreements approved by WHC,
               and (ii) construction plant and equipment owned and furnished by
               ICF KH under this subcontract.

          (19) All costs incurred by the ICF KH related to environmental
               activities, including costs incurred with respect to
               investigation, removal, redial action, ground and surface water
               or other clean-up of hazardous, toxic or contaminated
               material(s), except for those costs made unallowable by other
               provisions of this subcontract.

     (e)  Items of unallowable costs.

          The following items of costs are unallowable under this subcontract to
          the extent indicated:

          (1)  Advertising and public relations costs designed to promote ICF KH
               or its products, including the costs of promotional items and
               memorabilia such as models, gifts and souvenirs, and the cost of
               memberships in civic and community

 
                                                                      WHC-380393
                                                              Section I, Page 81


               organizations; except those advertising and public relations
               costs:

               (i)   Specifically required by the subcontract;

               (ii)  Approved in advance by WHC as clearly in furtherance of
                     work performed under the subcontract;

               (iii) That arise from requirements of the subcontract and that
                     are exclusively for recruiting personnel, acquiring scarce
                     items for subcontract performance, disposing of scrap or
                     surplus materials, the transfer of federally owned or
                     originated technology to state and local governments and to
                     the private sector, or acquisition of subcontract-required
                     supplies and services; or

               (iv)  Where the primary purpose of the activity is to facilitate
                     ICF KH performance in support of the WHC mission.

          (2)  Bad debts (including expenses of collection) and provisions for
               bad debts arising out of other business of ICF KH.

          (3)  Proposal expenses and costs of proposals.

          (4)  Bonuses and similar compensation under any other name, which:

               (i)   Are not pursuant to an agreement between ICF KH and
                     employee prior to the rendering of the services or an
                     established plan consistently followed by the subcontract;

               (ii)  Are in excess of those costs which are allowable by the
                     Internal Revenue Code and regulations thereunder; or

               (iii) Provide total compensation to an employee in excess of
                     reasonable compensation for the services rendered.

          (5)  Central and branch office expenses of ICF KH, except as
               specifically set forth in the subcontract.

          (6)  Commissions, bonuses, and fees (under whatever name) in
               connection with obtaining or negotiating for a WHC subcontract or
               a modification thereto, except when paid to bona fide employees
               or bona fide established selling

 
                                                                      WHC-380393
                                                              Section I, Page 82


               organizations maintained by ICF KH for the purpose of obtaining
               WHC business.

          (7)  Contingency reserves, provisions for.

          (8)  Contributions and donations, including cash, subcontractor-owned
               property and services, regardless of the recipient.

          (9)  Depreciation in excess of that calculated by application of
               methods approved for use by the Internal Revenue Code of 1954, as
               amended, including the straight-line declining balance (using a
               rate not exceeding twice the rate which would have been used had
               the depreciation been computed under the straight-line method),
               or sum-of-the-years digits method, on the basis of expected
               useful life, to the cost of acquisition of the related fixed
               assets less estimated salvage or residual value at the end of the
               expected useful life.

          (10) Dividend provisions or payments and, in the case of sole
               proprietors and partners, distributions of profit.

          (11) Entertainment including costs of amusement, diversion, social
               activities; and directly associated costs, such as tickets to
               shows or sports events, meals, lodging, rentals, transportation,
               and gratuities; costs of membership in any social, dining or
               country club or organization, except the costs of such
               recreational activities for onsite employees as may be approved
               by WHC or provided for elsewhere in the subcontract.

          (12) (DEVIATION) Fines and penalties; unless with respect to civil
               fines and penalties only, ICF KH demonstrates to WHC:

               (i)  They are incurred as a result of compliance with specific
                    terms and conditions of the subcontract or written
                    instructions from WHC; or

               (ii) They were imposed without regard to whether ICF KH was at
                    fault or exercised due care and could not have been avoided
                    by the exercised due care and could not have been avoided by
                    the exercise of due care by ICF KH or its employees.  Civil
                    or criminal penalties assessed under the Price-Anderson
                    Amendments Act of 1988, 42 U.S.C. 2273, 2282, and the costs
                    of litigation resulting from such assessments are also
                    unallowable except as may be specifically provided in
                    regulations implementing those civil or criminal penalty
                    provisions.

 
                                                                      WHC-380393
                                                              Section I, Page 83


          (13) Government-furnished property, except to the extent that cash
               payment therefor is required pursuant to procedures of WHC
               applicable to transfers of such property to ICF KH from others.

          (14) (MODIFIED) Insurance (including any provisions of a self-
               insurance reserve) on any person where ICF KH under the insurance
               policy is the beneficiary, directly or indirectly, and insurance
               against loss of or damage to Government property unless
               authorized by the clause of this subcontract entitled "Insurance
               - Litigation and Claims."

          (15) Interest, however represented [except (i) Interest incurred in
               compliance with the subcontract clause entitled "State and Local
               Taxes" or, (ii) inputed interest costs relating to leases
               classified and accounted for as capital leases under generally
               accepted accounting principles (GAAP), provided that the decision
               to enter into a capital leasing arrangement has been specifically
               authorized and approved by WHC in accordance with applicable
               procedures and such interest costs are recorded in an
               appropriately specified WHC account established for such
               purpose], bond discounts and expenses, and costs of financing and
               refinancing operations.

          (16) (MODIFIED) Legal, accounting, and consulting services and related
               costs incurred in connection with the preparation and issuance of
               stock, rights, organization or reorganization, prosecution or
               defense of antitrust suits, prosecution of claims against the
               United States, contesting proposed actions of the United States,
               and prosecution or defense of patent infringement litigation
               (except where incurred pursuant to ICF KH's performance of
               government-funded technology transfer mission and in accordance
               with the clause of this subcontract entitled "Insurance -
               Litigations and Claims.")

          (17) (DEVIATION) Losses (including litigation expenses, Counsel fees,
               judgements, and settlements) on, or arising from the sale,
               exchange, or abandonment of capital assets, including
               investments; losses on other subcontracts, including ICF KH's
               contributed portion under cost-sharing subcontracts; losses in
               connection with price reductions to and discount purchases by
               employees and others from any source; and losses where such
               losses or expenses:

 
                                                                      WHC-380393
                                                              Section I, Page 84


               (i)   Are compensated for by insurance or otherwise or which
                     would have been compensated by insurance required by law or
                     by written direction of WHC but which ICF KH failed to
                     procure or maintain through its own fault or negligence;

               (ii)  Result from willful misconduct or lack of good faith or
                     failure to exercise prudent business judgment on the part
                     of any of ICF KH's managerial personnel as defined in the
                     clause of this subcontract entitled "Subcontractor's
                     Managerial Personnel." ICF KH shall have the burden of
                     demonstrating to WHC that willful misconduct, lack of good
                     faith, or failure to exercise prudent business judgement
                     was not the cause of the loss.

               (iii) Represent liabilities to third persons for which ICF KH
                     has expressly accepted responsibility under other terms of
                     this subcontract.

          (18) Maintenance, depreciation, and other costs incidental to ICF KH's
               idle or excess facilities (including machinery and equipment),
               other than reasonable standby facilities.

          (19) Membership in trade, business, and professional organizations,
               except as approved by WHC.

          (20) Presubcontract costs, except as expressly made allowable under
               other provisions in this subcontract.

          (21) Research and development costs, unless specifically provided for
               elsewhere in this subcontract.

          (22) Selling cost, except to the extent they are determined to be
               reasonable and to be allocable to the subcontract.  Allocability
               of selling costs to the subcontract will be determined in the
               light of reasonable benefit to the agency program arising from
               such activities as technical, consulting, demonstration, and
               other services performed for such purposes as applying or
               adapting ICF KH's product for agency use.

          (23) Storage of records pertaining to this subcontract after
               completion of operations under this subcontract, irrespective of
               contractual or statutory requirement for the preservation of
               records.

 
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                                                              Section I, Page 85


          (24) Taxes, fees, and charges in connection with financing,
               refinancing, or refunding operations, including listing of
               securities on exchanges, taxes which are paid contrary to the
               clause entitled "State and Local Taxes," federal taxes on net
               income and excess profits, special assessments on land which
               represent capital improvement and taxes on accumulated funding
               deficiencies of, or prohibited transactions involving, employee
               deferred compensation plans pursuant to Section 4971 or Section
               4975 of the Internal Revenue Code of 1954, as amended,
               respectively.

          (25) Travel expenses of the officers, proprietors, executives,
               administrative heads and other employees of ICF KH's central
               office or branch office organizations concerned with the general
               management, supervision, and conduct of ICF KH's business as a
               whole, except to the extent that particular travel is in
               connection with the subcontract and approved by WHC.

          (26) Salary or other compensation (and expenses related thereto) of
               any individual employed under this subcontract as a consultant or
               in another comparable employment capacity who is an employee of
               another organizational and concurrently performing work on a
               full-time annual basis for that organization under a cost-type
               subcontract with WHC, except to the extent that cash payment
               therefor is required pursuant to the provisions of this
               subcontract or procedure of WHC applicable to the borrowing of
               such an individual from another cost-type Subcontractor.

          (27) Travel by commercial aircraft or travel by other than common
               carrier that is not necessary for the performance of this
               subcontract or the cost of which exceeds the lesser of the lowest
               available commercial discount airfare, Government contract
               airfare, or customary standard (coach or equivalent) commercial
               airfare.  Airfare costs in excess of the lowest such airfare are
               unallowable, except when such accommodations:  Require circuitous
               routing; require travel during unreasonable hours; excessively
               prolong travel; result in increased cost that would offset
               transportation savings; would offer accommodations not reasonably
               adequate for the physical or medical needs of the traveler; or
               are not reasonably available to meet necessary mission
               requirements.  Individual ICF KH determinations of
               nonavailability of commercial discount airfare or Government
               contract airfare will not be contested by WHC when the
               subcontractor can reasonably demonstrate such nonavailability or,
               on an overall basis, that established policies and procedures
               result in the routine use of the

 
                                                                      WHC-380393
                                                              Section I, Page 86


               lowest available airfare.  However, in order for air travel costs
               in excess of customary standard airfare to be allowable, ICF KH
               must justify and document the applicable condition(s) set forth
               above.

          (28) Special construction industry "funds" financed by employer
               contributions for such purposes as methods and materials
               research, public and industry relations, market development, and
               disaster relief, except as specifically provided elsewhere in
               this subcontract.

          (29) Late premium payment charges related to employee deferred
               compensation plan insurance.

          (30) Facilities capital cost of money (CAS 414 and CAS 417).

          (31) Cost incurred to influence (directly or indirectly) legislative
               action on any matter pending before Congress or a State
               legislature as delineated in the clause titled "Legislative
               Lobbying Cost Prohibition" incorporated elsewhere in this
               subcontract.

          (32) Commercial automobile rental expenses unless approved by WHC.
               This does not include rental of automobile when on official
               travel.

          (33) (Modified)

               Costs incurred in connection with any civil or administrative
               proceeding or similar proceeding by the Federal Government or a
               state, local, or foreign government, as provided in the clause
               titled "Cost Prohibitions Related to Legal and Other Proceedings"
               incorporated elsewhere in this subcontract.

          (34) Costs of alcoholic beverages.

          (35) ICF KH employee travel costs incurred for lodging, meals and
               incidental expenses which exceed on a daily basis the applicable
               maximum per diem rates in effect for federal civilian employees
               at the time of travel.  When the applicable maximum per diem
               rates is inadequate due to special or unusual situations, ICF KH
               may pay employees for actual expenses in excess of such per diem
               rate limitation.  To be allowable, however, such payments must be
               properly authorized by an officer or appropriate official of ICF
               KH and shall not exceed the higher amounts that may be authorized
               for federal civilian employees in a similar situation.

 
                                                                      WHC-380393
                                                              Section I, Page 87


          (36) (DEVIATION) Notwithstanding any other provision of this
               subcontract, the costs of bonds and insurance are unallowable to
               the extent they are incurred to protect and indemnify ICF KH
               and/or subcontractor against otherwise unallowable costs, unless
               such insurance or bond is required by law, the express terms of
               this subcontract, or the specific written direction of WHC.

I-66 OBLIGATION OF FUNDS (FEB 1993 REVISED)

     (a)  Obligation of funds.

          The amount presently obligated by WHC with respect to this subcontract
          is set forth in Section B of the Schedule.  Such amount may be
          increased unilaterally by WHC by written notice to ICF KH and may be
          increased or decreased by written agreement of the parties (whether or
          not by formal modification of this subcontract).  Estimated
          collections from others for work and services to be performed under
          this subcontract are included in the amount presently obligated.  Such
          collections, to the extent actually received by ICF KH shall be
          processed and accounted for in accordance with applicable requirements
          specified in the Baseline List of Required Financial Management
          Compliance Documents, which is an appendix to this subcontract.
          Nothing in this paragraph (a) is to be construed as authorizing ICF KH
          to exceed limitations stated in financial plans established by DOE and
          furnished to ICF KH from time to time under this subcontract.

     (b)  Limitation on payment by the Government.

          Except as otherwise provided in this subcontract and except for costs
          which may be incurred by ICF KH pursuant to the clause entitled
          "Termination," or costs of claims allowable under the subcontract
          accruing after completion or termination and not released by ICF KH at
          the time of financial settlement of the subcontract in accordance with
          the clause entitled "Payments and Advances," payment by WHC under this
          subcontract on account of allowable costs shall not, in the aggregate,
          exceed the amount obligated with respect to this subcontract, less ICF
          KH's fee.  Unless expressly negated in this subcontract, payment on
          account of those costs excepted in the preceding sentence which are in
          excess of the amount obligated with respect to this subcontract shall
          be subject to the availability of (1) collections accruing to ICF KH
          in connection with the work under this subcontract and processed and
          accounted for in accordance with applicable requirements specified in
          the Baseline List of Required Financial Management Compliance
          Documents, which is an appendix to this subcontract, and (2) other
          funds which DOE may legally use for such purpose, provided DOE and WHC
          will use their best efforts to

 
                                                                      WHC-380393
                                                              Section I, Page 88


          obtain the appropriation of funds for this purpose if not otherwise
          available.

     (c)  Notices-Subcontractor excused from further performance.

          ICF KH shall notify WHC in writing whenever the unexpended balance of
          funds (including collections available under paragraph (a) above),
          plus ICF KH's best estimate of collections to be received during the
          7-day period hereinafter specified, is in ICF KH's best judgment
          sufficient to continue subcontract operations at the programmed rate
          for only seven (7) days and to cover ICF KH's unpaid fee, and
          outstanding encumbrances and liabilities on account of costs allowable
          under the subcontract at the end of such period.  Whenever the
          unexpended balance of funds (including collections available under
          paragraph (a) above), less the amount of ICF KH's fee then earned but
          not paid, is in ICF KH's best judgment either sufficient only to
          liquidate outstanding encumbrances and liabilities on account of costs
          allowable under this subcontract, ICF KH shall immediately notify WHC
          and shall make no further encumbrances or expenditures (except to
          liquidate existing encumbrances and liabilities), and, unless the
          parties otherwise agree, ICF KH shall be excused from further
          performance (except such performance as may become necessary in
          connection with termination by WHC) and the performance of all work
          hereunder will be deemed to have been terminated for the convenience
          of WHC in accordance with the provisions of the clause entitled
          "Termination."

     (d)  Financial plans; cost and commitment limitations.

          In addition to the limitations provided for elsewhere in this
          subcontract, WHC may, through financial plans, such as Approved
          Funding Programs, or other directives issued to ICF KH establish
          controls on the costs to be incurred and encumbrances to be made in
          the performance of the subcontract work.  Such plans and instruction
          may be amended or supplemented from time to time by WHC.  ICF KH
          hereby agrees (1) to comply with the specific limitations (ceilings)
          on costs and encumbrances set forth in such plans and directives, (2)
          to use its best efforts to comply with other requirements of such
          plans and directives, and (3) to promptly notify WHC in writing,
          whenever it has reason to believe that any limitation on costs and
          encumbrances will be exceeded or substantially underrun.

     (e)  WHC's right to terminate not affected.

          The giving of any notice under this clause shall not be construed to
          waive or impair any right of WHC to terminate the subcontract under
          the provisions of the clause entitled "Termination."

 
                                                                      WHC-380393
                                                              Section I, Page 89


I-67 PAYMENTS AND ADVANCES (FEB 1993 REVISED)

     (a)  (Modified) Payment of Fee and Cost Sharing Obligations

          (i)   Payment of Base and Award Fee.

                The base fee shall become due and payable in equal monthly
                installments and may, after written approval of WHC, be drawn
                down no earlier than the first working day after the calendar
                month in which the fee is earned. Award fees earned shall become
                due and payable following the issuance by the FDO of a
                Determination of Award Fee Earned, in accordance with the clause
                of this subcontract entitled "Base Fee, Incentive Fee, and Award
                Fee."

          (ii)  Payment of Incentive Fees.

                An incentive fee may be due ICF KH for work performed under this
                subcontract. Such fee will be payable to ICF KH upon
                accomplishment of certain milestones as identified elsewhere in
                this subcontract and after approval of payment by WHC. Upon
                written approval of WHC, ICF KH shall be entitled to withdraw
                any approved incentive fee from the Special Financial
                Institution Account. If payment is not made within thirty (90)
                days of the date of the satisfactory completion of the criteria
                as determined by WHC, ICF KH shall be entitled to interest on
                any such fees earned at the rate established by the Secretary of
                the Treasury under Section 12 of the Contract Disputes Act of
                1978 (41 U.S.C. 611) that is in effect on the payment date. This
                rate is referred to as the "Renegotiation Board Interest Rate"
                and is published in the Federal Register semiannually on or
                about January 1 and July 1. The interest in any late fee
                determination amount will accrue daily and shall be compounded
                in 30-day increments inclusive from the first day after the
                satisfactory completion of the acceptance criteria as determined
                by WHC through the actual date the payment is made.

          (iii) (Modified) With respect to all fees earned by ICF KH other than
                base or award fee, the parties recognize that ICF KH will be
                paid in the manner described in paragraph (ii) above and may
                result in an overpayment to ICF KH. If overpayment is disputed
                and repayment is delayed pending outcome of disputes resolution,
                ICF KH will within 30 days of resolution pay to WHC the disputed
                amount including interest. Interest on any such overpayment
                shall be earned at the rate established by the Secretary of the
                Treasury under Section 12 of the Contract Disputes Act of 1978
                (41

 
                                                                      WHC-380393
                                                              Section I, Page 90


                U.S.C. 611) that is in effect on the payment date.  This rate is
                referred to as the "Renegotiation Board Interest Rate" and is   
                published in the Federal Register semiannually on or about      
                January 1 and July 1.  The interest on any overpayment amount   
                will accrue daily and shall be compounded in 30-day increments  
                inclusive from the first day after the notification of the      
                overpayment by WHC is received by ICF KH through the actual date
                the payment is made.  WHC may offset against any award or       
                incentive fee payments, plus share of shavings, owed during the 
                fiscal year, amounts owed to WHC by ICF KH, including any
                amounts owed for disallowed costs under this subcontract.

     (b)  Payments on Account of Allowable Costs.

          WHC and ICF KH shall agree as to the extent to which payment for
          allowable costs or payments for other items specifically approved in
          writing by WHC shall be made from advances of Government funds.  When
          pension contributions are paid by ICF KH to the retirement fund less
          frequently than quarterly, accrued costs therefor shall be excluded
          from costs for payment purposes until such costs are paid.  If pension
          contribution are paid on a quarterly or more frequent basis, accrual
          therefor may be included in costs for payment purposes, provided that
          they are paid to the fund within 30 days after the close of the period
          covered.  If payments are not made to the fund within such 30-day
          period, pension contribution costs shall be excluded from cost for
          payment purposes until payment has been made.

     (c)  Special bank account - use.

          All advances of Government funds shall be withdrawn pursuant to a
          letter of credit in favor of the bank or, in the option of the
          Government, shall be made by check payable to ICF KH, and shall be
          deposited only in the Special Bank Account referred to in the
          Agreement for Special Bank Account, which is attached hereto and
          incorporated into this subcontract as an appendix.  ICF KH shall
          likewise deposit in the Special Bank Account any other revenues
          received by ICF KH in connection with the work under this subcontract.
          No part of the funds in the Special Bank Account shall be (1) mingled
          with any funds of ICF KH or (2) used for a purpose other than that of
          making payments for costs allowable under this subcontract or payments
          for other items specifically approved in writing by WHC.  If WHC shall
          at any time determine that the balance on such bank account exceeds
          ICF KH's current needs, ICF KH shall promptly make such disposition of
          the excess as WHC may direct.

 
                                                                      WHC-380393
                                                              Section I, Page 91


     (d)  Title to funds advanced.

          Title to the unexpended balance of any funds advanced and of any bank
          account established pursuant to this clause shall remain in the
          Government and be superior to any claim or lien of the bank of deposit
          or others.  It is understood that an advance to ICF KH hereunder is
          not a loan to ICF KH, and will not require the payment of interest by
          ICF KH, and that ICF KH acquires no right, title or interest in or to
          such advance other than the right to make expenditures therefrom, as
          provided in this clause.

     (e)  Review and approval of costs incurred.

          ICF KH shall prepare and submit annually as of September 30, a voucher
          for the total of net expenditures accrued (i.e., net costs incurred)
          for the period covered by the voucher, and WHC, after audit and
          appropriate adjustment, will approve such voucher.  This approval by
          WHC will constitute an acknowledgment by WHC that the net costs
          incurred are allowable under the subcontract and that they have been
          recorded in the accounts maintained by ICF KH in accordance with WHC
          accounting policies, but will not relieve ICF KH of responsibility for
          DOE's assets in its care, for appropriate subsequent adjustments, or
          for errors later becoming known to WHC.

     (f)  Financial settlement.

          WHC shall promptly pay to ICF KH the unpaid balance of allowable costs
          and fixed fee upon termination of the work, expiration of the term of
          the subcontract, or completion of the work and its acceptance by WHC
          after (1) compliance by ICF KH with DOE's patent clearance
          requirements, and (2) the furnishing by ICF KH of:

          (i)   An assignment of ICF KH's rights to any refunds, rebates,
                allowances, accounts receivable, collections accruing to ICF KH
                in connection with the work under this subcontract, or other
                credits applicable to allowable costs under the subcontract;

          (ii)  A closing financial statement;

          (iii) The accounting for Government-owned property required by the
                clause entitled "Property;" and

 
                                                                      WHC-380393
                                                              Section I, Page 92


          (iv)  A release discharging the WHC, its officers, agents, and
                employees from all liabilities, obligations, and claims arising
                out of or under this subcontract subject only to the following
                exceptions:

                (A)  Specified claims in stated amounts or in estimated amounts
                     where the amounts are not susceptible to exact statement by
                     ICF KH;

                (B)  Claims, together with reasonable expenses incidental
                     thereto, based upon liabilities of ICF KH to third parties
                     arising out of the performance of this subcontract;
                     provided that such claims are not known to ICF KH on the
                     date of the execution of the release; and provided further
                     that ICF KH gives notice of such claims in writing to WHC
                     promptly, but not more than one (1) year after ICF KH's
                     right of action first accrues. In addition, ICF KH should
                     provide prompt notice to WHC of all potential claims under
                     this clause, whether in litigation or not (see also
                     Subcontract Clause [H-29], DEAR 970.5204-31, "Litigation
                     and Claims"); and

                (C)  Claims for reimbursement of costs (other than expenses of
                     ICF KH by reason of any indemnification of WHC against
                     patent liability), including reasonable expenses incidental
                     thereto, incurred by ICF KH under the provisions of this
                     subcontract relating to patents.

     (c)  Claims.

          Claims for payment shall be accompanied by such supporting documents
          and justification as WHC shall prescribe.

     (d)  Discounts.

          ICF KH shall take and afford WHC the advantage of all known and
          available cash and trade discounts, rebates, allowances, credits,
          salvage, and commissions unless WHC finds that action is not in the
          best interest of WHC.

     (e)  Collections.

          All collections accruing to ICF KH in connection with the work under
          this subcontract, except for ICF KH's fee and royalties or other
          income accruing to ICF KH from technology transfer activities in
          accordance with this subcontract, shall be Government property and
          shall be processed and accounted for in

 
                                                                      WHC-380393
                                                              Section I, Page 93


          accordance with the requirements specified in DOE Accounting
          Directives.

     (f)  Direct payment of charges.

          WHC reserves the right, upon ten (10) days written notice from WHC to
          ICF KH, to pay directly to the persons concerned, all amounts due
          which otherwise would be allowable under this subcontract.  Any
          payment so made shall discharge WHC of all liability to ICF KH
          thereof.

I-68 PRINTING (APR 1984)

     (a)  To the extent that duplicating or printing services may be required in
          the performance of the subcontract, ICF KH shall provide or secure
          such services in accordance with the Government Printing and Binding
          Regulations, Title 44 of the U.S. Code, and DOE Directives relative
          thereto.

     (b)  The term "Printing" includes the following processes: composition,
          platemaking, presswork, binding, microform publishing, or the end
          items produced by such processes.  Provided, however, that performance
          of a requirement under this subcontract involving the duplication of
          less than 5,000 copies of a single page, or no more than 25,000 units
          in the aggregate of multiple pages, will not be deemed to be printing.

     (c)  Printing services not obtained in compliance with this guidance shall
          result in the cost of such printing being disallowed.

     (d)  In all lower-tier subcontracts hereunder which require printing (as
          that term is defined in Title I of the U.S. Government Printing and
          Binding Regulation), shall include a provision substantially the same
          as this clause.

I-69 PROPERTY (JULY 1991)

     (a)  Furnishing of Government property.

          WHC reserves the right to furnish any property or services required
          for the performance of the work under this subcontract.

     (b)  Title to property.

          Except as otherwise provided by WHC, title to all materials,
          equipment, supplies and tangible personal property of every kind and
          description purchased by ICF KH, for the cost of which ICF KH is
          entitled to be reimbursed as a direct item of cost under this
          subcontract, shall pass directly from the vendor to the Government.
          The Government reserves the right to inspect, and to

 
                                                                      WHC-380393
                                                              Section I, Page 94


          accept or reject, any item of such property.  ICF KH shall make such
          disposition of rejected items as WHC shall direct.  Title to other
          property, the cost of which is reimbursable to ICF KH under this
          subcontract, shall pass to and vest in the Government upon (1)
          issuance for use of such property in the performance of this
          subcontract, (2) commencement of processing or use of such property in
          the performance of this subcontract, or (3) reimbursement of the cost
          thereof by WHC, whichever first occurs.  Property furnished by WHC and
          property purchased or furnished by ICF KH, title to which vests in the
          Government, under this paragraph are hereinafter referred to as
          Government property.  Title to Government property shall not be
          affected by the incorporation of the property into or the attachment
          of it to any property not owned by the Government, nor shall such
          Government property or any part thereof, be or become a fixture or
          lose its identity as personalty by reason of affixation to any realty.

     (c)  Identification.

          To the extent directed by WHC, ICF KH shall identify Government
          property coming into ICF KH's possession or custody, by marking and
          segregating in such a way, satisfactory to WHC, as shall indicate its
          ownership by the Government.

     (d)  Disposition.

          The Contractor shall make such disposition of Government property
          which has come into the possession or custody of the Contractor under
          this contract as the Contracting Officer may direct during the
          progress of the work or upon completion or termination of this
          contract.  The Contractor may, upon such terms and conditions as the
          Contracting Officer may approve, sell, or exchange such property, or
          acquire such property at a price agreed upon by the Contracting
          Officer and the Contractor as the fair value thereof.  The amount
          received by the Contractor as the result of any disposition, or the
          agreed fair value of any such property allowable under this contract
          or shall be otherwise credited to account to the Government, as the
          Contracting Officer may direct.  Upon completion of the work or the
          termination of this contract, the Contractor shall render an
          accounting, as prescribed by the Contracting Officer, of all
          government property which had come into the possession or custody of
          the Contractor under this contract.

 
                                                                      WHC-380393
                                                              Section I, Page 95


     (e)  Protection of Government property - classified materials.

          ICF KH shall take all reasonable precautions, as directed by WHC, or
          in the absence of such direction in accordance with sound business
          judgement, to safeguard and protect Government property in ICF KH's
          possession or custody.  Special measures shall be taken by ICF KH in
          the protection of and accounting for any classified or special
          materials involved in the performance of this subcontract, in
          accordance with the regulations and requirements of DOE.

     (f)  Risk of loss of Government property.

          (1)  ICF KH shall be responsible for the loss or destruction of, or
               damage to, Government property unless ICF KH demonstrates to WHC
               that such loss, damage or destruction was not caused by any of
               the following:

               (i)   Willful misconduct or lack of good faith on the part of ICF
                     KH's managerial personnel, or

               (ii)  Failure of ICF KH to manage Government property in
                     accordance with sound industrial practice, or

               (iii) Failure of ICF KH to comply with any appropriate written
                     direction of WHC to safeguard such property under
                     subparagraph (e) of this clause, or

               (iv)  Failure of ICF KH to establish or maintain an approved
                     property management system in accordance with subparagraph
                     (i) of this clause.

          (2)  For purpose subparagraph (1) immediately preceding, the value of
               Government property shall be determined as follows:

               (i)   For damaged property the value of the property shall be the
                     cost of repairing such damaged property, together with any
                     costs incurred for temporary replacement of the damaged
                     property.  However, the value of repair cost shall not
                     exceed the fair market value of the damaged property.  If a
                     fair market value of the property does not exist, WHC shall
                     determine the value of such property, consistent with all
                     relevant facts and circumstances.

               (ii)  For destroyed or lost property, the value of the property
                     shall be the fair market value of such property at the time
                     of such loss or destruction, together with any costs
                     associated with the

 
                                                                      WHC-380393
                                                              Section I, Page 96


                     disposition of destroyed property.  If a fair market value
                     does not exist, WHC shall determine the value of such
                     property, consistent with all relevant facts and
                     circumstances.

          (3)  The cost of insurance obtained by ICF KH to cover the risk of
               loss referred to in subparagraph (f)(1) of this clause is not
               allowable.

     (g)  Steps to be taken in event of loss.  (MODIFIED)

          Upon the happening of any damage, destruction, or loss to Government
          property in the possession or custody of ICF KH, ICF KH shall
          immediately inform WHC of the occasion and extent thereof, shall take
          all reasonable steps to protect the property remaining, and shall
          repair or replace the lost, damaged, or destroyed, property in
          accordance with the written direction of WHC, but shall take no action
          prejudicial to the right of the Government recover therefore and shall
          furnish to the Government, on request, all reasonable assistance in
          obtaining recovery.

     (h)  Government Property for Government Use Only.

          "Government property shall be used only for the performance of this
          subcontract, except the loan of scientific and other property
          including the use of Government-owned or leased facilities including
          those leased by ICF KH, as may be determined by WHC, to educational
          institutions involved in educational partnerships with WHC and in such
          other instances as may be deemed appropriate by WHC."

     (i)  Property Management.

          1)   To the extent that ICF KH is not utilizing WHC Property
               Management Systems, ICF KH shall maintain and administer a
               property management system, subject to the approval of WHC, of
               accounting for and control, utilization, maintenance, repair,
               protection and preservation of Government property in its
               possession under the subcontract.  ICF KH's property management
               system shall be maintained and administered in accordance with
               sound business practice, and in accordance with Department of
               Energy Property Management Regulations and such directives or
               instructions which WHC may from time to time prescribe.  ICF KH's
               performance will be evaluated on meeting or exceeding agreed-upon
               expectations in accordance with H-35, Additional Evaluation
               Criteria, Use of Objective Standards of Performance, set forth
               elsewhere in this subcontract.

 
                                                                      WHC-380393
                                                              Section I, Page 97


          2)   In order for a property management system to be approved, ICF KH
               shall be obligated to employ and maintain a property management
               system that incorporates the best commercial practices and
               methods and which also meets the following objectives:

               (i)   have comprehensive coverage from requirement
                     identification, through its life cycle to final
                     disposition,

               (ii)  clearly establish and maintain employee personal
                     responsibility and corporate liability for Government-owned
                     property,

               (iii) establish the liability of the outgoing subcontractor and
                     the baseline for the measurement of the incoming
                     subcontractor,

               (iv)  be fully integrated into WHC's other administrative and
                     financial systems, and

               (v)   maintain a reliable method for implementing continuous
                     improvement established by "best in class" performers.

          3)   In the event ICF KH fails to establish or maintain an approved
               property management system, or fails to administer its property
               management program in accordance with the approved property
               management system, any damage, loss, or destruction to property
               which occurs thirty (30) calendar days after ICF KH receives
               written notification of such fact by WHC (by certified mail,
               return receipt requested, addressed to one of ICF KH's managerial
               personnel), shall be presumed to have occurred as a result of
               willful misconduct or lack of good faith on the part of ICF KH's
               managerial personnel, unless ICF KH can establish by clear and
               convincing evidence that such damage, destruction, or loss (i)
               did not result from ICF KH's failure to establish, maintain or
               administer an approved property management system, or (ii)
               occurred while an approved program or system was maintained by
               ICF KH.

     (j)  (DEVIATION) The term "Contractor's managerial personnel" as used in
          this clause is defined in the clause entitled, "Subcontractor's
          Managerial Personnel."

 
                                                                      WHC-380393
                                                              Section I, Page 98


I-70 SUBCONTRACTOR PURCHASING SYSTEM.  (OCT 1990)

     (a)  ICF KH shall develop and implement formal policies, practices, and
          procedures to be used in the award of subcontracts, which purchasing
          system and methods shall be fully documented and acceptable to WHC, in
          accordance with the policies set forth in DEAR 970.71.  WHC reserves
          the right at any time to require that ICF KH submit for approval any
          or all purchases under this subcontract.  ICF KH shall not purchase
          any item or service the purchase of which is expressly prohibited by
          the written direction of WHC and shall use such special and directed
          sources as may be expressly required by WHC.

     (b)  The obligations of ICF KH under paragraph (a) above, including the
          development of the purchasing system and methods, and purchases made
          pursuant thereto, shall not relieve ICF KH of any obligation under
          this subcontract (including, among other things, the obligation to
          properly supervise, administer, and coordinate the work of
          subcontractors).  Subcontracts shall be in the name of ICF KH, and
          shall not bind or purport to bind the WHC or the Government.

     (c)  In addition to, and without derogation of any rights under paragraph
          (a) of this clause and any other provision in this subcontract, ICF KH
          shall require all subcontractors to furnish cost or pricing data under
          those conditions and in accordance with the requirements set forth in
          FAR 15.804, and shall include in such subcontracts the appropriate
          clause set forth in 970.5204-24 except as otherwise directed or
          approved by WHC.

     (d)  Purchase or transfer of equipment, materials, supplies, or services
          from a subcontractor-affiliated source shall be treated in accordance
          with DEAR 970.7105.

     (e)  Proposed awards to firms or individuals on either the GSA Consolidated
          List of Debarred, Suspended, and Ineligible subcontractors or the WHC
          Consolidated list of Debarred, Suspended, Ineligible, and Voluntarily
          Excluded Awardees shall be forwarded to WHC for approval
          notwithstanding any prior purchasing system acceptance.

     (f)  ICF KH shall provide advance notice of proposed subcontract awards in
          accordance with DEAR 970.7109; shall document purchases in writing;
          and shall establish and maintain subcontract files which present an
          accurate and adequate record of all purchasing transactions.

 
                                                                      WHC-380393
                                                              Section I, Page 99


     (g)  ICF KH shall not enter into any lease for property, plant or equipment
          when the lease must be classified and accounted for as capital lease
          under generally accepted accounting principles, unless the decision to
          enter into a capital leasing arrangement is specifically authorized
          and approved in advance by WHC.

I-71 STATE AND LOCAL TAXES (APR 1984)

     (a)  ICF KH agrees to notify WHC of any State or local tax, fee, or charge
          levied or purported to be levied on or collected from ICF KH with
          respect to the subcontract work, any transaction thereunder, or
          property in the custody or control of ICF KH and constituting an
          allowable item of cost if due and payable, but which ICF KH has reason
          to believe, or WHC has advised ICF KH is or may be inapplicable or
          invalid; and ICF KH further agrees to refrain from paying any such
          tax, fee, or charge unless authorized in writing by WHC.  Any State or
          local tax, fee, or charge paid with the approval of WHC or on the
          basis of advice from WHC that such tax, fee, or charge is applicable
          and valid, and which would otherwise be an allowable item of cost,
          shall not be disallowed as an item of cost by reason of any subsequent
          ruling or determination that such tax, fee, or charge was in fact
          inapplicable or invalid.

     (b)  ICF KH agrees to take such action as may be required or approved by
          WHC to cause any State or local tax, fee, or charge which would be an
          allowable cost to be paid under protest; and to take such action as
          may be required or approved by WHC to seek recovery of any payments
          made, including assignment to WHC, the government, or its designee of
          all rights to an abatement or refund thereof, and granting permission
          for WHC and the Government to join with ICF KH in any proceedings for
          the recovery thereof or to sue for recovery in the name of ICF KH.  If
          WHC directs ICF KH to institute litigation to enjoin the collection of
          or to recover payment of any such tax, fee, or charge referred to
          above, or if a claim or suit is filed against ICF KH for a tax, fee,
          or charge it has refrained from paying in accordance with this clause,
          the procedures and requirements of the clause entitled "Insurance -
          Litigation and Claims" shall apply and the costs and expenses incurred
          by ICF KH shall be allowable items of costs, as provided in this
          subcontract, together with the amount of any judgment rendered against
          ICF KH.

     (c)  WHC and the Government shall hold ICF KH harmless from penalties and
          interest incurred through compliance with this clause.  All recoveries
          or credits in respect of the foregoing taxes, fees, and charges
          (including interest) shall inure to and be for the sole benefit of the
          Government.

 
                                                                      WHC-380393
                                                             Section I, Page 100


I-72 SUBCONTRACTOR COST OR PRICING DATA (APR 1984)

     (a)  The following clause shall be inserted in all subcontracts where such
          subcontracts are over $100,000 and any modification over $100,000 to
          such subcontracts, even though the original amount of the subcontract
          is $100,000 or less:

     Certified Cost or Pricing Data (Apr 1984)

     (a)  (1)  ICF KH shall require under the situations described in (2) below,
               unless exempted under the exceptions set forth in (3) below, each
               subcontractor under this subcontract to submit cost or pricing
               data and to certify that, to the best of his knowledge and
               belief, such cost or pricing data are accurate, complete and
               current.

          (2)  Except as provided in (3) below, certified cost or pricing data
               shall be submitted prior to (i) the award of each subcontract,
               the price of which is expected to exceed $100,000, and (ii) the
               negotiation of the price of each change or modification to a
               subcontract under this subcontract for which the price adjustment
               is expected to exceed $100,000.

          (3)  Certified cost or pricing data need not be furnished pursuant to
               this paragraph (a) where (i) ICF KH has not been required to
               furnish cost or pricing data; or (ii) the price adjustment is
               based on adequate price competition, established catalog or
               market prices of commercial items sold in substantial quantities
               to the general public, or the prices are set by law or
               regulation; and ICF KH states in writing the basis for applying
               this exception.

          (4)  In submitting the cost or pricing data, ICF KH shall use the form
               of certificate set forth in paragraph (b) below and shall certify
               that the data are accurate, complete, and current.  Such
               certificate and data (actual or identified, as provided in the
               certificate prescribed below) shall be submitted by
               subcontractors to the next higher-tier subcontractor or ICF KH as
               applicable, for retention.

     (b)  The certificates required by this clause shall be in the form set
          forth below.

          ICF KH's Certificate of Current Cost or Pricing Data

 
                                                                      WHC-380393
                                                             Section I, Page 101


          This is to certify that, to the best of my knowledge and belief, cost
          or pricing data submitted in writing, or specifically identified in
          writing if actual submission of the data is impracticable (see FAR
          15.804-6(d)), to ICF KH in support of _____________________* are 
          accurate, complete and current as of _____________________**.

                                      Firm
                                      Name
                                      Title
                              Date of execution***

          *Identify the proposal, quotation, request for price adjustment, or
          other submission involved.

          **Insert the day, month, and year when price negotiations were
          concluded and price agreement was reached.

          ***Insert the day, month, and year of signing, which should be as
          close as practicable to the date when the price negotiations were
          concluded and the subcontract price was agreed to.

     (c)  For purposes of verifying that certified cost or pricing data
          submitted in conjunction with the negotiation of this subcontract
          change or other modification involving an amount in excess of $100,000
          were accurate, complete, and current, WHC shall, until the expiration
          of 3 years from the date of final payment under this subcontract, have
          the right to examine those books, records, documents, papers, and
          other supporting data which involve transactions related to this
          subcontract or which will permit adequate evaluation of the cost or
          pricing data submitted, along with the computations and projections
          used therein.

     (d)  If the original price of this subcontract exceeds $100,000 or the
          price of any change or other modification to this subcontract is
          expected to exceed $100,000, ICF KH agrees to furnish WHC certified
          cost or pricing data, using the certificate set forth in paragraph (b)
          above, unless the price is based on adequate price competition,
          established catalog or market prices of commercial items sold in
          substantial quantities to the general public, or prices set by law or
          regulation.

     (e)  The requirement for submission of certified cost or pricing data with
          respect to any change or other modification does not apply to any
          subcontract change or other modification, at any tier, where the
          subcontract is firm fixed-price or fixed-price with escalation unless
          such change or other modification result from a change or modification
          to the subcontract, nor does it apply to a subcontract change or
          modification, at any tier, where the

 
                                                                      WHC-380393
                                                             Section I, Page 102


          subcontract is not firm fixed-price or fixed-price with escalation
          unless the price for such change or other modification becomes
          reimbursable under the subcontract.

     (f)  ICF KH agrees to insert paragraph (c) without change and the substance
          of paragraphs (a),(b),(d),(e), and (f) of this clause in each
          subcontract hereunder in excess of $100,000 and in each subcontract of
          $100,000 or less, at the time of making a change or other modification
          thereto in excess of $100,000.

     (g)  If ICF KH determines that any price, including profit or fee,
          negotiated in connection with this subcontract or any cost
          reimbursable under this subcontract was increased by any significant
          sums because ICF KH or any subcontractor pursuant to this clause or
          any subcontract clause herein required, furnished incomplete or
          inaccurate cost or pricing data or data not current as certified in
          ICF KH's certificate of current cost or pricing data, then such price
          or cost shall be reduced accordingly and the subcontract shall be
          modified in writing to reflect such reduction.

     (h)  Failure of WHC and ICF KH to agree on any of the matters in paragraph
          (g) above shall be a dispute concerning a question of fact subject to
          the Disputes provisions of this subcontract.

          NOTE-Since the subcontract is subject to reduction under this clause
          by reason of defective cost or pricing data submitted in connection
          with certain sub-subcontracts, it is expected that ICF KH may wish to
          include a clause in each such subcontract requiring the subcontractor
          to appropriately indemnify ICF KH.  It is also expected that any
          subcontractor subject to such indemnification will generally require
          substantially similar indemnification for defective cost or pricing
          data required to be submitted by its lower-tier subcontractors.

I-73 WORKMANSHIP AND MATERIALS (APR 1984)

     (a)  Grade of Workmanship and Materials.

          Unless otherwise directed by WHC or expressly provided for by
          specifications issued under this subcontract:

          (1)  All workmanship shall be first class; and

          (2)  All articles, equipment and materials incorporated in the work
               are to be:

               (i)   New and of the most suitable grade of their respective
                     kinds for the purpose;

 
                                                                      WHC-380393
                                                             Section I, Page 103


               (ii)  In accordance with any applicable drawings and
                     specifications; and

               (iii) Installed to the satisfaction and with the approval of
                     WHC.

          Where equipment, materials, or articles are referred to in the
          specifications as "equal to" any particular standard, WHC shall decide
          the question of equality.

     (b)  Samples and Test Results.

          If WHC so requires, ICF KH shall submit for approval samples of or
          test results on any materials proposed to be incorporated in the work
          before making any commitment for the purchase of such materials.

I-74 RESERVED

I-75 RESERVED

I-76 CONSULTANT OR OTHER COMPARABLE EMPLOYMENT SERVICES (MAY 1989)

     (a)  ICF KH shall require all employees who are employed full-time (an
          individual who performs work under the cost-type subcontract on a
          full-time annual basis) or part-time (50 percent or more of regular
          annual compensation received under terms of a Subcontract with WHC) on
          the subcontract work to disclose to ICF KH all consultant or other
          comparable employment services which the employees propose to
          undertake for others.  ICF KH shall transmit to WHC all information
          obtained from such disclosures.  ICF KH will require any employee who
          will be employed full-time on the Subcontract work to agree, as a
          condition of his participation in such work, that he will not perform
          consultant or other comparable employment services for another DOE
          Contractor in the same or related energy field or another organization
          except with the prior approval of the Subcontractor.  If ICF KH
          believes, with respect to any employee who is employed full-time on
          the Subcontract work, that any proposed consultant or other comparable
          employment service for an organization in the atomic energy field
          other than a cost-type subcontractor may involve:

          (1)  A rate of remuneration significantly in excess of the employee's
               regular rate of remuneration;

          (2)  A significant question concerning possible conflict with DOE
               policies regarding conduct of employees of WHC Subcontractors;

 
                                                                      WHC-380393
                                                             Section I, Page 104


          (3)  ICF KH's responsibility to report fully and promptly to WHC all
               significant research and development information; or

          (4)  The patent provisions of ICF KH's subcontract with WHC, ICF KH
               shall obtain the prior approval of WHC for such consultant or
               other comparable employment service.

I-77 ASSIGNMENT (APR 1984)

     Neither this subcontract nor any interest therein nor claim thereunder
     shall be assigned or transferred by ICF KH except as expressly authorized
     in writing by WHC.

I-78 PERMITS OR LICENSES (APR 1984)

     Except as otherwise directed by WHC, ICF KH shall procure all necessary
     permits or licenses and abide by all applicable laws, regulations, and
     ordinances of the United States and of the state, territory and political
     subdivision in which the work under this subcontract is performed.

I-79 NOTICE OF LABOR DISPUTES (APR 1984)

          (a)  If ICF KH has knowledge that any actual or potential labor
               dispute is delaying or threatens to delay the timely performance
               of this subcontract, ICF KH shall immediately give notice
               including all relevant information, to WHC.

          (b)  ICF KH agrees to insert the substance of this clause, including
               this paragraph (b), in any subcontract to which a labor dispute
               may delay the timely performance of this subcontract; except that
               each subcontract shall provide that in the event its timely
               performance is delayed or threatened by delay by any actual or
               potential labor dispute, the subcontractor shall immediately
               notify the next higher tier subcontractor or ICF KH, as the case
               may be, of all the relevant information concerning the dispute.

I-80 REIMBURSEMENT FOR PRIME CONTRACTOR LEGAL AND OTHER PROCEEDINGS COSTS

     Under the terms of the WHC prime contract in clause I-80 entitled COST
     PROHIBITIONS RELATED TO LEGAL AND OTHER PROCEEDINGS, costs, as that term is
     used and defined in said clause, incurred by WHC in connection with any
     criminal, civil or administrative proceeding, as those terms are used and
     defined in said clause, commenced by the Federal, state, local or foreign
     government, may not be allowable costs to WHC under the conditions set
     forth in said clause.

     If the subcontractor's acts or omissions are the primary cause for the
     initiation of any such proceeding, to the extent that the

 
                                                                      WHC-380393
                                                             Section I, Page 105


     subcontractor's violation(s) and failure(s) are the primary causes for WHC
     to incur such costs, the subcontractor agrees to reimburse WHC for those
     reasonably incurred costs made unallowable under the Major Fraud Act up to
     the following limitation:

          In no event shall the subcontractor be liable for costs incurred by
          WHC if there is an ultimate finding in such proceeding against WHC and
          in favor of the subcontractor.

     Nothing in this clause shall alter or reduce the allowability of legal and
     other proceedings costs set forth elsewhere in this subcontract.

I-81 DELETED

I-82 PRIORITIES AND ALLOCATIONS.  (JUN 1987)

     ICF KH shall follow the rules and procedures of the Defense Priorities and
     Allocations System (DPAS) regulation (15 CFR Part 350) in obtaining
     controlled materials and other products and materials needed for
     subcontract performance.

I-83 KEY PERSONNEL (APR 1984)

     The personnel specified below are considered to be essential to the work
     being performed hereunder.  Prior to diverting any of the specified
     individuals to other programs, ICF KH shall notify WHC reasonably in
     advance and shall submit justification (including proposed substitutions)
     in sufficient detail to permit evaluation of the impact on the program.  No
     diversion shall be made by ICF KH without the written consent of WHC.
     Provided, that WHC may ratify in writing such diversion and such
     ratification shall constitute the consent of WHC required by this clause.
     The list below may be amended from time-to-time during the course of the
     contract to either add or delete personnel, as appropriate.

     KEY PERSONNEL

     K. B. Adamson       Manager, Administration
     C. E. Anderson      Manager, Engineering & Technical Support Services
     R. L. Benedetti     Deputy General Manager
     K. J. Dempsey       Manager, TWRS Engineering & Construction Services
     S. E. Dieterle      Manager, Utilities
     D. J. Foucault      Manager, Construction Services
     G. A. Harvey        Manager, Infrastructure Programs
     G. D. O'Brien       General Manager
     D. L. Rittenhouse   Manager, PNL Landlord, Engineering & Construction
                         Services

 
                                                                      WHC-380393
                                                             Section I, Page 106


     R. M. Tanner, Jr.   Manager, Facilities & Site Services
     R. E. Tiller        Executive Vice President & Acting General Manager
     M. E. Witherspoon   Manager, Transition Projects & Site Engineering &
                         Construction Services
 
I-84 OTHER GOVERNMENT SUBCONTRACTORS (APR 1984)

     WHC or the Government may undertake or award contracts or subcontracts for
     work or services.  ICF KH agrees to fully cooperate with such other
     subcontractors and Government or WHC employees and carefully fit its own
     work to such other work as may be directed by WHC.  ICF KH shall not commit
     or permit any act which will interfere with the performance of work by any
     other subcontractor or by Government or WHC employees.

I-85 TERMINATION (APR 1984)

     (a)  This subcontract shall continue until March 31, 1997 unless sooner
          terminated in accordance with the provisions which follow:

          (1)  The performance of work under this subcontract may be terminated
               by WHC in whole, or from time to time in part, (i) whenever ICF
               KH shall default in performance, and shall fail to cure the fault
               or failure within such period as WHC may allow after receipt from
               WHC or a notice specifying the fault or failure, or (ii)
               whenever, for any reason, WHC shall determine any such
               termination is for the best interest of the Government.
               Termination of the work hereunder shall be effected by delivery
               of a notice of termination specifying whether termination is for
               default of ICF KH or for the convenience of WHC, the extent to
               which performance of work under the subcontract shall be
               terminated, and the date upon which such termination shall become
               effective.  Any such termination shall be without prejudice to
               any claim which either party may have against the other.  If,
               after notice of termination under the provisions of (a)(1)(i)
               above, it is determined for any reason that ICF KH was not in
               default, such notice of default shall be deemed to have been
               issued pursuant to (a)(1)(ii) above, and the rights and
               obligations of the parties hereto shall in such event be governed
               accordingly.

          (2)  Upon receipt of notice of termination, in accordance with (1)
               above, ICF KH shall, to the extent directed in writing by WHC,
               discontinue the terminated work and the placing of orders for
               materials, facilities, supplies, and services in connection
               therewith, and shall proceed, if, and to the extent required by
               WHC, to cancel promptly and settle with the approval of WHC,
               existing orders, lower-tier

 
                                                                      WHC-380393
                                                             Section I, Page 107


               subcontracts, and commitments insofar as such orders, lower-tier
               subcontracts, and commitments pertain to this subcontract.

     (b)  Upon the termination of this subcontract, full and complete settlement
          of all claims of ICF KH and of WHC arising out of this subcontract
          shall be made as follows:

          (1)  WHC or the Government shall have the right in its discretion to
               assume sole responsibility for any or all obligations,
               commitments, and claims that ICF KH may have undertaken or
               incurred, the cost of which are allowable in accordance with the
               provisions of this subcontract; and ICF KH shall, as a condition
               of receiving the payments mentioned in this clause, execute and
               deliver all such papers and; take all such steps as WHC may
               require for the purpose of fully vesting in WHC or the Government
               any rights and benefits ICF KH may have under or in connection
               with such obligations, commitments, or claims.

          (2)  WHC shall treat as allowable costs all expenditures made in
               accordance with and allowable under the clause entitled
               "Allowable Costs, Basic Fee, Award Fee" not previously so allowed
               or otherwise credited for work performed prior to the effective
               date of termination, together with expenditures as may be
               incurred for a reasonable time thereafter with the approval of,
               or as directed by, WHC.

          (3)  WHC shall treat as allowable costs, to the extent not included in
               (b)(2) above, the costs of settling and paying claims arising out
               of the termination of work under orders, lower-tier subcontracts,
               and commitments as provided in (a)(2) above.

          (4)  WHC shall treat as allowable costs the reasonable costs of
               settlement, including accounting, legal, clerical, and other
               expenses reasonably necessary for the preparation of settlement
               claims and supporting data with respect to the termination of the
               subcontract and for the termination and settlement of orders and
               lower-tier subcontracts thereunder, together with such further
               expenditures made by ICF KH after the date of termination for the
               protection or disposition of Government property as are approved
               or required by WHC; provided, however, that if the termination is
               for default of ICF KH, there shall not be included any amount for
               preparation of ICF KH's settlement proposal.

          (5)  If performance of work under this subcontract is terminated in
               whole by WHC, the fee of ICF KH shall be prorated to and

 
                                                                      WHC-380393
                                                             Section I, Page 108


               include the effective date of such termination.  In addition, if
               the termination is for the convenience of WHC, ICF KH shall be
               paid a fee in an amount to be agreed upon as compensation for its
               services in closing out the work under this subcontract after the
               effective date of such termination.  The additional fee is to be
               negotiated as soon as practicable after service of notice of
               termination, shall take into account the estimate of the cost of
               the services and managerial effort to be rendered under this
               clause after the effective date of termination, and shall be
               provided for in a supplement or amendment to this subcontract
               prior to final settlement hereunder.  Pending agreement as to the
               amount of such fee, ICF KH shall diligently proceed with the
               performance of the services required under this clause.  No
               additional fee will be paid if the subcontract is terminated due
               to the default of ICF KH.  In the event of a partial termination
               by WHC, an equitable adjustment shall be made in the fee if such
               termination results in a material decrease in the level of ICF
               KH's management effort.  Any failure to agree on the right to or
               the amount of any adjustment shall be deemed a dispute within the
               purview of the clause hereof entitled "Disputes."

          (6)  The obligation of WHC to make any of the payments required by
               this clause or any other provisions of this subcontract shall be
               subject to any unsettled claims in connection with this
               subcontract which the Government or WHC may have against ICF KH.

     (c)  Prior to final settlement, ICF KH shall furnish a release as required
          in the clause entitled "Payments and Advances" and account for
          Government-owned property as may be required by WHC; provided,
          however, that unless WHC requires an inventory, the maintenance and
          disposition of the records of Government-owned property in accordance
          with the clause entitled "Accounts, Records and Inspection" shall be
          accepted by WHC as full compliance with all requirements of this
          subcontract pertaining to an accounting for such property.

I-86 PATENT INDEMNITY (MODIFIED)

     Except as otherwise authorized by WHC, ICF KH shall obtain indemnification
     of the Government and its officers, agents, and employees against
     liability, including costs, for infringement of copyrights and U.S. Letters
     Patent (except U.S. Letters Patent issued upon an application which is now
     or may hereafter be kept secret or otherwise withheld from issue by order
     of the Government) from ICF KH's subcontractors in accordance with 41 CFR
     9-9.103.

I-87 ANTI-KICKBACK PROCEDURES.  (OCT 1988)

 
                                                                      WHC-380393
                                                             Section I, Page 109


     (a)  Definitions.

          "Kickback," as used in this clause, means any money, fee, commission,
          credit, gift, gratuity, thing of value, or compensation of any kind
          which is provided, directly or indirectly, to any Prime Contractor,
          Prime Contractor employee, subcontractor, or subcontractor employee
          for the purpose of improperly obtaining or rewarding favorable
          treatment in connection with a prime contract or in connection with a
          subcontract relating to a prime contract.

          "Person," as used in this clause, means a corporation, partnership,
          business association of any kind, trust, joint-stock company, or
          individual.

          "Prime Contract," as used in this clause, means a contract or
          contractual action entered into by the United States for the purpose
          of obtaining supplies, materials, equipment, or services of any kind.

          "Prime Contractor," as used in this clause, means a person who has
          entered into a prime contract with the United States.

          "Prime Contractor employee," as used in this clause, means any
          officer, partner, employee, or agent of a Prime Contractor.

          "Subcontract," as used in this clause, means a subcontract or
          subcontractual action entered into by a Prime Contractor or
          subcontractor for the purpose of obtaining supplies, materials,
          equipment, or services of any kind under a prime contract.

          "Subcontractor," as used in this clause, (1) means any person, other
          than the Prime Contractor, who offers to furnish or furnishes any
          supplies, materials, equipment, or services of any kind under a prime
          contract or a subcontract entered into in connection with such prime
          contract, and (2) includes any person who offers to furnish or
          furnishes general supplies to the Prime Contractor or a higher tier
          subcontractor.

          "Subcontractor employee," as used in this clause, means any officer,
          partner, employee, or agent of a subcontractor.

     (b)  The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits
          any person from -

          (1)  Providing or attempting to provide or offering to provide any
               kickback;

 
                                                                      WHC-380393
                                                             Section I, Page 110


          (2)  Soliciting, accepting, or attempting to accept any kickback; or

          (3)  Including, directly or indirectly, the amount of any kickback in
               the contract price charged by a Prime Contractor to the United
               States or in the contract price charged by a subcontractor to a
               Prime Contractor or higher tier subcontractor.

     (c)  (1)  ICF KH shall have in place and follow reasonable procedures
               designed to prevent and detect possible violations described in
               paragraph (b) of this clause in its own operations and direct
               business relationships.

          (2)  When ICF KH has reasonable grounds to believe that a violation
               described in paragraph (b) of this clause may have occurred, ICF
               KH shall promptly report in writing the possible violation.  Such
               reports shall be made to the inspector general of the contracting
               agency, the head of the contracting agency if the agency does not
               have an inspector general, or the Department of Justice.

          (3)  ICF KH shall cooperate fully with any Federal agency
               investigating a possible violation described in paragraph (b) of
               this clause.

          (4)  WHC may (i) offset the amount of the kickback against any monies
               owed by the United States under the prime contract and/or (ii)
               direct that the WHC withhold, from sums owed  ICF KH under the
               subcontract, the amount of any kickback.  WHC may order the
               monies withheld under subdivision (c)(4)(ii) of this clause be
               paid over to the Government unless the Government has already
               offset those monies under subdivision (c)(4)(i) of this clause.
               In either case, ICF KH shall notify WHC when the monies are
               withheld.

          (5)  ICF KH agrees to incorporate the substance of this clause,
               including this subparagraph (c)(5) but excepting subparagraph
               (c)(1), in all subcontracts under this subcontract.

I-88 RESERVED

I-89 RESERVED

I-90 RESERVED

I-91 RESERVED

 
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                                                             Section I, Page 111


I-92 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM
     ERA.  (JAN 1988)

     (a)  The ICF KH shall report at least annually, as required by the
          Secretary of Labor, on:

          (1)  The number of special disabled veterans and the number of
               veterans of the Vietnam era in the workplace of ICF KH by job
               category and hiring location; and

          (2)  The total number of new employees hired during the period covered
               by the report, and of that total, the number of special disabled
               veterans, and the number of veterans of the Vietnam era.

     (b)  The above items shall be reported by completing the form entitled
          "FederaL Contractor Veterans' Employment Report VETS-100."

     (c)  Reports shall be submitted no later than March 31 of each year
          beginning March 31, 1988.

     (d)  The employment activity report required by paragraph (a)(2) of this
          clause shall reflect total hires during the most recent 12-month
          period as of the ending date selected for the employment profile
          report required by paragraph (a)(1) of this clause.  ICF KH may select
          an ending date: (1) As of the end of any pay period during the period
          January through March 1 of the year the report is due, or (2) as of
          December 31, if ICF KH has previous written approval from the Equal
          Employment Opportunity Commission to do so for purposes of submitting
          the Employer Information Report EEO-1 (Standard Form 100).

     (e)  The count of veterans reported according to paragraph (a) of this
          clause shall be based on voluntary disclosure.  Each subcontractor
          subject to the reporting requirements at 38 U.S.C. 2012(d) shall
          invite all special disabled veterans and veterans of the Vietnam era
          who wish to benefit under the affirmative action program at 38 U.S.C.
          2012 to identify themselves to the subcontractor.  The invitation
          shall state that the information is voluntarily provided, that the
          information will be kept confidential, that disclosure or refusal to
          provide the information will not subject the applicant or employee to
          any adverse treatment and that the information will be used only in
          accordance with the regulations promulgated under 38 U.S.C. 2012.

     (f)  Subcontracts.  ICF KH shall include the terms of this clause in every
          subcontract or purchase order of $10,000 or more unless exempted by
          rules, regulations, or orders of the Secretary.

 
                                                                      WHC-380393
                                                             Section I, Page 112


I-93 LEGISLATIVE LOBBYING COST PROHIBITION (JUNE 1988)

     (a)  Pursuant to the allowable cost provisions established elsewhere under
          the subcontract, costs associated with the following activities are
          not reimbursable under the subcontract:

          (1)  Attempts to influence the outcome of any Federal, State, or local
               election, referendum, initiative, or similar procedure, through
               in-kind or cash contributions, endorsements, publicity, or
               similar activities;

          (2)  Establishing, administering, contributing to, or paying the
               expenses of a political party, campaign, political action
               committee, or other organization established for the purpose of
               influencing the outcomes of elections;

          (3)  Any attempts to influence (i) the introduction of Federal or
               State legislation, or (ii) the enactment or modification of any
               pending Federal or State legislation through communication with
               any member or employee of the Congress or State legislature
               (including efforts to influence state or local officials to
               engage in similar lobbying activity), or with any government
               official or employee in connection with a decision to sign or
               veto enrolled legislation;

          (4)  Any attempt to influence (i) the introduction of Federal or State
               legislation, or (ii) the enactment or modification of any pending
               Federal or State legislation by preparing, distributing or using
               publicity or propaganda, or by urging members of the general
               public or any segment thereof to contribute to or participate in
               any mass demonstration, march, rally, fund raising drive,
               lobbying campaign or letter writing or telephone campaign; or

          (5)  Legislative liaison activities, including attendance at
               legislative session or committee hearings, gathering information
               regarding legislation, and analyzing the effect of legislation,
               when such activities are carried on in support of or in knowing
               preparation for an effort to engage in unallowable activities.

     (b)  Costs of the following activities are exempted from the coverage of
          (a) above; provided that the resultant subcontract costs are
          reasonable and otherwise comply with the allowable cost provisions of
          the subcontract:

          (1)  Providing Members of Congress, State legislatures or subdivisions
               thereof, or their staff members or staff of cognizant legislative
               committees, in response to a request

 
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                                                             Section I, Page 113
 

               (written or oral, prior or contemporaneous, including a
               Congressional Record Notice requesting testimony or statements
               for the record at a regularly scheduled hearing) from Members of
               Congress, State legislatures or subdivisions thereof, or their
               staff members or staff of cognizant legislative committees,
               information or expert advice of a factual, technical, or
               scientific nature, with respect to topics directly related to the
               performance of the subcontract or proposed legislation.
               Reasonable costs for transportation, lodging, or meals incurred
               by WHC employees for the purpose of providing such information or
               advice shall also be reimbursable; provided such costs also
               comply with the allowable cost provisions of the subcontract.

          (2)  Any lobbying made unallowable under subparagraph (a)(3) above to
               influence State legislation in order to directly reduce
               subcontract cost, or to avoid material impairment of WHC's
               authority to perform the subcontract if authorized by WHC.

          (3)  Any activity specifically authorized by statute to be undertaken
               with funds from the subcontract.

     (c)  Unallowable lobbying costs incurred, if any, shall not be charged to
          WHC, paid for with WHC funds or recorded as allowable cost in WHC's
          system of accounts.

     (d)  ICF KH's annual certification, submitted as part of its annual claim
          (i.e., Voucher Accounting for Net Expenditures Accrued required under
          the clause titled "Payments and Advances") or cost incurred statement,
          that the costs claimed are allowable under the subcontract, shall also
          serve as ICF KH's certification that the requirements and standards of
          this clause have been complied with.

     (e)  WHC shall maintain adequate records to demonstrate that the annual
          certifications of claimed costs as being allowable comply with the
          requirements of this clause.

     (f)  Time logs, calendars, or similar records shall not be created for
          purposes of complying with this clause during any particular calendar
          month when:  (1) an employee engages in legislative liaison activities
          (as delineated in paragraphs (a) and (b) above 25 percent or less of
          the employee's compensated hours of employment during that calendar
          month, and (2) within the preceding five-year period, WHC has not
          materially misstated allowable or unallowable costs of any nature,
          including legislative liaison costs.  When conditions (f)(1) and (2)
          of this paragraph are met, WHC is not required to establish records to
          support the allowability of claimed costs in addition

 
                                                                      WHC-380393
                                                             Section I, Page 114


          to records already required or maintained.  Also, when conditions
          (f)(1) and (2) of this paragraph are met, the absence time logs,
          calendars, or similar records will not serve as a basis for
          disallowing costs by contesting estimates of legislative liaison
          activity time spent by employees during any calendar month.

     (g)  During subcontract performance, WHC should resolve, in advance, any
          significant questions or disagreements between the Subcontractor and
          WHC concerning compliance with this clause.

I-94 DRUG-FREE WORKPLACE (JULY 1990)

     (a)  Definitions. As used in this clause, "Controlled substance" means a
          controlled substance in schedules I through V of section 202 of the
          Controlled Substances Act (21 U.S.C. 812) and as further defined in
          regulation at 21 CFR 1308.11 - 1308.15.

          "Conviction" means a finding of guilt (including a plea of nolo
          contendere) or imposition of sentence, or both, by any judicial body
          charged with the responsibility to determine violations of the Federal
          or State criminal drug statutes.

          "Criminal drug statute" means a Federal or non-Federal criminal
          statute involving the manufacture, distribution, dispensing,
          possession, or use of any controlled substance.

          "Drug-free workplace" means a site for the performance of work done in
          connection with a specific subcontract at which employees of the
          Subcontractor are prohibited from engaging in the unlawful
          manufacture, distribution, dispensing, possession, or use of a
          controlled substance.

          "Employee" means an employee of a Subcontractor directly engaged in
          performance of work under a WHC subcontract.

          "Individual" means an offeror/subcontractor that has no more than one
          employee including the offeror/subcontractor.

     (b)  WHC, if other than an individual, shall:

          (1)  Publish a statement notifying its employees that the unlawful
               manufacture, distribution, dispensing, possession, or use of a
               controlled substance is prohibited in WHC's workplace and
               specifying the actions that will be taken against employees for
               violations of such prohibition;

          (2)  Establish a drug-free awareness program to inform such employees
               about:

 
                                                                      WHC-380393
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               (i)   The dangers of drug abuse in the workplace;

               (ii)  WHC's policy of maintaining a drug-free workplace;

               (iii) Any available drug counseling, rehabilitation, and
                     employee assistance programs; and

               (iv)  The penalties that may be imposed upon employees for drug
                     abuse violations occurring in the workplace.

          (3)  Provide all employees engaged in performance of the subcontract
               with a copy of the statement required by subparagraph (b)(1) of
               this clause;

          (4)  Notify such employees in the statement required by subparagraph
               (b)(1) of this clause, that as a condition of continued
               employment on this subcontract, the employee will:

               (i)   Abide by the terms of the statement; and

               (ii)  Notify the employer of any criminal drug statute conviction
                     for a violation occurring in the workplace no later than
                     five (5) days after such conviction.

          (5)  Notify WHC within ten (10) days after receiving notice under
               subdivision (b)(4)(ii) of this clause, from an employee or
               otherwise receiving actual notice of such conviction;

          (6)  Within thirty (30) days after receiving notice under subdivision
               (b)(4)(ii) of this clause of a conviction, impose the following
               sanctions or remedial measures on any employee who is convicted
               of drug abuse violations occurring in the workplace;

               (i)   Taking appropriate personnel action against such employee,
                     up to and including termination; or

               (ii)  Require such employee to satisfactorily participate in drug
                     abuse assistance or rehabilitation program approved for
                     such purposes by a Federal, State, or local health, law
                     enforcement, or other appropriate agency.

          (7)  Make a good faith effort to maintain a drug-free workplace
               through implementation of subparagraphs (b)(1) through (b)(6) of
               this clause.

     (c)  WHC, if an individual, agrees by award of the subcontract or
          acceptance of a purchase order, not to engage in the unlawful

 
                                                                      WHC-380393
                                                             Section I, Page 116


          manufacture, distribution, dispensing, possession, or use of a
          controlled substance in the performance of this subcontract.

     (d)  In addition to other remedies available to WHC, the Subcontractor's
          failure to comply with the requirements of paragraphs (b) and (c) of
          this clause may, pursuant to FAR 23.506, render the subcontractor
          subject to suspension of subcontract payments, termination of the
          subcontract for default, and suspension or debarment.

I-95 SUBCONTRACTOR EMPLOYEE TRAVEL DISCOUNTS.  (APR 1989)

     Consistent with subcontract-authorized travel requirements, ICF KH
     employees shall make use of the travel discounts offered to Federal
     travelers, through use of contracted airlines discount air fares, hotels
     and motels lodging rates and car rental companies, when use of such
     discounts would result in lower overall trip costs and the discounted
     services are reasonably available to ICF KH employees performing official
     Government subcontract business.   Vendors providing these services may
     require that ICF KH employee traveling on Government business be furnished
     with a letter of identification signed by WHC.

     (a)  Contracted airlines.  Airlines participating in travel discounts are
          listed in the Federal Travel Directory (FTD), published monthly by the
          General Services Administration (GSA).   Regulations governing the use
          of contracted airlines are contained in the Federal Property
          Management Regulation (FPMR), Temporary Regulation A-30, Temporary
          Regulation A-30 stipulates that cost-reimbursable subcontract
          employees may obtain discount air fares by use of a Government
          Transportation Request (GTR), Standard Form 1169, cash or personal
          credit cards.  When the GTR is used, WHC may issue a blanket GTR for a
          period of not less than two weeks nor more than one month.  In unusual
          circumstances, such as prolonged or international travel, WHC may
          extend the period for which a blanket GTR is effective to a maximum of
          three months.  Subcontractors will ensure that their employees
          traveling under GTR's provide the GTR number to the contracted
          airlines for entry on individual tickets and on month-end billings to
          ICF KH.

     (b)  Hotels/motels.  Participating hotels and motels which extend discounts
          are listed in the FTD, which shows rates, facilities, and identifies
          by code those which offer reduced rates to cost-reimbursable
          subcontractor employees while traveling on official subcontract
          business.

     (c)  Car rentals.  The Military Traffic Management Command (MTMC)
          Department of Defense, negotiates rate agreements with car rental
          companies for special flat rates and unlimited mileage.  Participating
          car rental companies which offer these terms on to

 
                                                                      WHC-380393
                                                             Section I, Page 117


          cost-reimbursable subcontractor employees while traveling on official
          subcontract business are listed in the FTD.

     (d)  Procedures for obtaining service.  (1) Identification and method of
          payment requirements for participating Federal contracted airlines are
          listed in the FTR.  Travel discount air fares may be ordered by the
          issuance of a GTR either directly to ICF KH, or to a Scheduled Airline
          Travel Office (SATO) or Federal Travel Management Center (FTMC),
          provided the letter of identification signed by the cognizant WHC CAR
          accompanies the order.  In appropriate instances, such as geographical
          proximity, subcontractors may obtain discount air fares through a WHC
          office of a cooperating local travel agency when neither a SATO or
          FTMC is available.  Some airlines allow the purchase of discounted air
          fares with cash or credit card.  (2) In the case of hotel and motel
          accommodations, reservations may be made by an ICF KH employee
          directly with the hotel or motel but the employee must display, on
          arrival, the letter of identification and any other identification
          required by the hotel or motel proprietorship.  (3) For car rentals,
          generally the same procedures as in (d)(2) above will be followed in
          arranging reservations and obtaining discounts.

     (e)  Standard letter of identification.  ICF KH shall prepare for WHC a
          letter of identification based on the following format:

          Format for Government subcontractors to Qualify for Travel Discounts
          (To be typed on agency official letterhead)

          To:  [(Source of ticketing, accommodations or rental)]

          Subject:  Official Travel of Government Subcontractor

          [Full name of traveler], bearer of this letter, is an employee of
          [company name] which is under subcontract to this agency under the
          Government subcontract [contract number].  During the period of the
          subcontract [give dates], the employee is eligible and authorized to
          use available discount rates for subcontract-related travel in
          accordance with your subcontract and/or agreement with the Federal
          Government.

          [Signature, title and telephone number of WHC]

I-96 LIQUIDATED DAMAGES - SMALL BUSINESS SUBCONTRACTING PLAN.  (AUG 1989)

     (a)  "Failure to make a good faith effort to comply with the subcontracting
          plan," as used in this clause, means a willful or intentional failure
          to perform in accordance with the requirements of the subcontracting
          plan approved under the clause in this

 
                                                                      WHC-380393
                                                             Section I, Page 118


          subcontract entitled Small Business and Small Disadvantaged Business
          Subcontracting Plan, or willful or intentional action to frustrate the
          plan.

     (b)  If, at subcontract completion, or in the case of a commercial products
          plan, at the close of the fiscal year for which the plan is
          applicable, ICF KH has failed to meet its subcontracting goals and WHC
          decides in accordance with paragraph (c) of this clause that ICF KH
          failed to make a good faith effort to comply with its subcontracting
          plan, established in accordance with the clause in this subcontract
          entitled Small and Small Disadvantaged Business Subcontracting Plans,
          ICF KH shall pay WHC or the Government liquidated damages in an amount
          stated.  The amount of damages attributable to ICF KH's failure to
          comply shall be an amount equal to the actual dollar amount by which
          ICF KH failed to achieve each subcontract goal or, in the case of a
          commercial products plan, that portion of the dollar amount allocable
          to WHC or the Government contracts by which ICF KH failed to achieve
          each subcontract goal.

     (c)  Before WHC or the Government makes a final decision that ICF KH has
          failed to make such good faith effort, WHC shall give ICF KH written
          notice specifying the failure and permitting ICF KH to demonstrate
          what good faith efforts have been made.  Failure to respond to the
          notice may be taken as an admission that no valid explanation exists.
          If, after consideration of all the pertinent data, WHC finds that ICF
          KH failed to make a good faith effort to comply with the
          subcontracting plan, WHC shall issue a final decision to that effect
          and require that ICF KH pay WHC or the Government liquidated damages
          as provided in paragraph (b) of this clause.

     (d)  With respect to commercial products plans, i.e., company-wide or
          division-wide subcontracting plans approved under paragraph (g) of the
          clause in this subcontract entitled, Small Business and Small
          Disadvantaged Business Subcontracting Plan, WHC or the agency that
          originally approved the plan will exercise the functions of WHC under
          this clause on behalf of all agencies that awarded contracts covered
          by that commercial products plan.

     (e)  ICF KH shall have the right of appeal, under the clause in this
          subcontract entitled Disputes, from any final decision of WHC.

     (f)  Liquidated damages shall be in addition to any other remedies that WHC
          or the Government may leave.

I-97 ENVIRONMENTAL PROTECTION (MAR 1994).

 
                                                                      WHC-380393
                                                             Section I, Page 119


     (a)  In addition to complying with the requirements set forth in the "Clean
          Air and Water" clause, in the performance of this subcontract ICF KH
          shall comply, as applicable, with the following, which list is not
          represented to be free of omission:

          (1)  The Atomic Energy Act of 1954, as amended (42 U.S.C. 2011 et
               seq.);

          (2)  The Department of Energy Organization Act (42 U.S.C. 7101 et
               seq.);

          (3)  The Energy Reorganization Act of 1974 (42 U.S.C. 5801 et seq.);

          (4)  The Resource Conservation and Recovery Act of 1976, as amended
               (42 U.S.C. 6901 et seq.);

          (5)  The Comprehensive Environmental Response, Compensation, and
               Liability Act of 1980, as amended (42 U.S.C. 9601 et seq.);

          (6)  The Safe Drinking Water Act, as amended (42 U.S.C. 300 et seq.);

          (7)  The Toxic Substances Control Act, as amended (15 U.S.C. 2601 et
               seq.);

          (8)  The Federal Insecticide, Fungicide, and Rodenticide Act, as
               amended (7 U.S.C. 136 et seq.);

          (9)  The Marine Protection, Research, and Sanctuaries Act of 1972, as
               amended (33 U.S.C. 1401 et seq.);

          (10) The Coastal Zone Management Act of 1972, as amended (16 U.S.C.
               1451 et seq.);

          (11) The Coastal Barrier Resource Act of 1982 (16 U.S.C. 3501 et
               seq,);

          (12) The Nuclear Waste Policy Act of 1982, as amended (42 U.S.C.
               10101 et seq.);

          (13) The Low-Level Radioactive Waste Policy Act, as amended (42 U.S.C.
               2021 et seq.);

          (14) The Uranium Mill Tailings Radiation Control Act of 1978, as
               amended (42 U.S.C. 7901 et seq.);

          (15) Pollution Prevention Act of 1990, as amended (42 U.S.C. 13101 et
               seq.);

 
                                                                      WHC-380393
                                                             Section I, Page 120


          (16) Emergency Planning and Community Right-to-Know Act, as amended
               (42 U.S.C. 11001 et seq.);

          (17) Motor Vehicle Information and Cost Savings Act, as amended (15
               U.S.C. 1901 et seq.);

          (18) Energy Policy Act of 1992 (Public Law 102-486 and 3 U.S.C. 301);

          (19) Energy Policy and Conservation Act (42 U.S.C. 6201 et seq);

          (20) Code of Federal Regulations, Title 10 (Energy), parts involving
               environmental protection and related requirements for
               Contractors;

          (21) DOE Directives (i.e., Orders and Notices) numbered in the series
               between 1540 and 1541 (Materials), between 5000.2 and 5000.4
               (Unusual Occurrence Reporting), in the series between 5400 and
               5500 (Environmental Quality and Impact), and between 5820.1 and
               5820.3 (Radioactive Waste Management), and involving requirements
               for Contractors; except for those Directives which are issued
               after the effective date of this modification and for which the
               Contractor has not been directed by the Contracting Officer to
               comply with, or for which the Contractor has received a waiver;
               and

          (22) Other, Federal and non-Federal, environmental protection laws,
               codes, ordinances, Executive Orders, regulations, and
               requirements in DOE Directives, as identified in writing by WHC.
               Errors in or omissions from the list of laws above, or failure to
               identify a requirement having the force and effect of law, shall
               not be construed as waiving a requirement for ICF KH to comply
               with such law or requirement nor shall they form the basis for a
               defense by ICF KH in an administrative, civil, or criminal
               proceeding, including providing a basis for a claim for the
               allowability of a fine, penalty, or other cost associated with
               failure to comply with such law or requirement.

     (b)  ICF KH shall assist the U.S. Department of Energy in complying, as
          applicable, with the following:

          (1)  The National Environmental Policy Act of 1969, as amended (42
               U.S.C. 4321 et seq.);

          (2)  The Endangered Species Act of 1973, as amended (16 U.S.C. 1531 et
               seq.);

 
                                                                      WHC-380393
                                                             Section I, Page 121


          (3)  The Fish and Wildlife Coordination Act, as amended (16 U.S.C. 661
               et seq.);

          (4)  The Noise Control Act of 1972, as amended (42 U.S.C. 4901 et
               seq.);

          (5)  The National Historic Preservation Act of 1966, as amended (16
               U.S.C. 470 et seq.);

          (6)  The Wild and Scenic Rivers Act, as amended (16 U.S.C. 1273 et
               seq.);

          (7)  Farmland Protection Policy Act of 1981 (7 U.S.C. 4201 et seq.);

          (8)  Executive Order 11988 of May 24, 1977, Floodplain Management;

          (9)  Executive Order 11990, of May 24, 1977, Protection of Wetlands;

          (10) Executive Order 12088 of October 13, 1978, Federal Compliance
               with Pollution Control Standards;

          (11) Executive Order 12580 of January 23, 1987, Superfund
               Implementation;

          (12) Executive Order 12843 of April 23, 1993, Procurement
               Requirements and Policies for Ozone-Depleting Substances;

          (13) Executive Order 12845 of April 23, 1993, Requiring Agencies to
               Purchase Energy Efficient Computer Equipment;

          (14) Office of Management and Budget (OMB) Circular No. A-106 of
               December 31, 1974, Reporting Requirements in Connection with the
               Prevention, Control, and Abatement of Environmental Pollution of
               Existing Federal Facilities; and
 
          (15) Other, Federal and non-Federal, environmental protection laws,
               codes, ordinances, regulations, and DOE Directives, as identified
               in writing by WHC.

     (c)  ICF KH shall, with regard to the environmental protection laws, codes,
          ordinances, Executive Orders, regulations and directives included in
          or covered by paragraphs (a) and (b) of this clause, set forth
          appropriate environmental protection requirements in subcontracts with
          respect to work to be performed on-site at a DOE-owned or -leased
          facility."

 
                                                                      WHC-380393
                                                             Section I, Page 122


I-98 MANAGEMENT CONTROLS (FEB 1993 REVISED)

     (a)  ICF KH shall be responsible for maintaining, as an integral part of
          its organization, effective systems of management controls for both
          administrative and programmatic functions.  Management controls
          comprise the plan of organization, methods and procedures adopted by
          management to reasonably ensure that:  The mission and functions
          assigned to ICF KH are properly executed; efficient and effective
          operations are promoted; resources are safeguarded against theft,
          fraud, waste, and unauthorized use; all encumbrances and costs that
          are incurred and fees that are earned under the subcontract (including
          ICF KH's fixed fee) are in compliance with applicable clauses and
          other current terms, conditions, and intended purposes; all
          collections accruing to ICF KH in connection with work under this
          subcontract, expenditures, and all other transactions and assets are
          properly recorded, managed, and reported; and financial statistical,
          and other reports necessary to maintain accountability and managerial
          control are accurate, reliable, and timely.  The systems of controls
          employed by ICF KH shall be documented and satisfactory to WHC.  Such
          systems shall be an integral part of ICF KH's management functions,
          including defining specific roles and responsibilities for each level
          of management, and holding employees accountable for the adequacy of
          the management systems and internal controls in their areas of
          assigned responsibility.

     (b)  ICF KH shall be responsible for maintaining, as a part of its
          operational responsibilities, a baseline quality assurance program
          that implements documented performance, quality standards, and control
          and assessment techniques.

I-99  DELETED

I-100 DELETED

I-101 WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (AUG 1992)

     (a)  WHC represents that there is included in its prime contract with DOE
          a workplace substance abuse provision, a copy of which may be
          obtained from WHC. WHC will administer this program within the
          guidelines referenced in clause H-9, Division of Administrative
          Functions.

     (b)  Remedies.

          In addition to any other remedies available to WHC, ICF KH's failure
          to comply with the requirements of the Workplace Substance Abuse
          Program or to perform in a manner consistent with its approved program
          may render ICF KH subject to the suspension of

 
                                                                      WHC-380393
                                                             Section I, Page 123



          subcontract payments or, where applicable, a reduction in award fee;
          termination for default; and suspension or debarment.

     (c)  Subcontracts.

          (1)  ICF KH agrees to notify WHC reasonably in advance of, but not
               later than 30 days prior to, the award of any subcontract ICF KH
               believes may be subject to the requirements of 10 CFR part 707.

          (2)  WHC shall require all subcontracts subject to the provision of 10
               CFR part 707 to agree to develop and implement a workplace
               substance abuse program that complies with the requirements of 10
               CFR part 707, Workplace Substance Abuse Programs at DOE Sites, as
               a condition for award of the subcontract.  WHC shall review and
               approve ICF KH's program, and shall periodically monitor each
               subcontractor's implementation of the program effectiveness and
               compliance with 10 CFR part 707.

          (3)  ICF KH agrees to include, and require the inclusion of, the
               requirements of this clause in all subcontracts, at any tier,
               that are subject to the provisions of 10 CFR part 707.

I-102 REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY-MODIFICATION (NOV
      1990)

     (a)  Definitions.  The definitions set forth in FAR 3.104-4 are hereby
          incorporated in this clause.

     (b)  ICF KH agrees that it will execute the certification set forth in
          paragraph (c) of this clause when requested by WHC in connection with
          the execution of any modification of this subcontract.

     (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

 
                                                                      WHC-380393
                                                             Section I, Page 124


               the FAR, occurring during the conduct of this procurement
               _______________________ (subcontract 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.

          (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 27(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.

 
                                                                      WHC-380393
                                                             Section I, Page 125


                              (End of certification)

     (d)  In making the certification in paragraph (2) of the certificate, the
          officer or employee of the competing Subcontractor responsible for the
          offer or bid, may rely upon a one-time certification from each
          individual required to submit a certification to the competing
          Subcontractor, 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 Subcontractor.  If a Subcontractor decides to rely on a
          certification executed prior to the suspension of section 27 (i.e.,
          prior to December 1, 1989), the Subcontractor shall ensure that an
          individual who has so certified is notified that section 27 has been
          reinstated.  These certifications shall be maintained by the
          Subcontractor for a period of six (6) years from the date a certifying
          employee's employment with the company ends or, for an agency,
          representative, or consultant, six (6) years from the date such
          individual ceases to act on behalf of the Subcontractor.

     (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.

I-103 PRICE OR FEE ADJUSTMENT OF ILLEGAL OR IMPROPER ACTIVITY (SEP 1990)

     (a)  WHC, at its election, may reduce the price of a fixed-price type
          subcontract or subcontract modification and the total cost and fee
          under a cost-type subcontract or subcontract modification by the
          amount of profit or fee determined as set forth in paragraph (b) of
          this clause if the head of the contracting activity or his/her
          designee determines that there was a violation of subsection 27(a) of
          the Office of Federal Procurement Policy Act, as amended (41 U.S.C.
          423), as implemented in the FAR.  In the case of a subcontract
          modification, the fee subject to reduction is the fee specified in the
          particular subcontract modification at the time of execution, except
          as provided in subparagraph (b)(5) of this clause.

     (b)  The price or fee reduction referred to in paragraph (a) of this clause
          shall be -

          (1)  For cost-plus-fixed-fee subcontracts, the amount of the fee
               specified in the subcontract at the time of award;

          (2)  For cost-plus-incentive-fee subcontracts, the target fee
               specified in the subcontract at the time of award,
               notwithstanding any minimum fee or "fee floor" specified in the
               subcontract.

 
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                                                             Section I, Page 126


          (3)  For cost-plus-award-fee subcontracts -

               (i)  The base fee established in the subcontract at the time of
                    subcontract award;

               (ii) If no base fee is specified in the subcontract, 30 percent
                    of the amount of each award fee otherwise payable to the
                    Subcontractor for each award fee evaluation period or at
                    each award fee determination point.

          (4)  For fixed-price-incentive subcontracts, WHC may -

               (i)  Reduce the subcontract target price and subcontract target
                    profit both by an amount equal to the initial target profit
                    specified in the subcontract at the time of subcontract
                    award; or

               (ii) If an immediate adjustment to the subcontract target price
                    and subcontract target profit would have a significant
                    adverse impact on the incentive price revision relationship
                    under the subcontract, or adversely affect the subcontract
                    financing provisions, WHC may defer such adjustment until
                    establishment of the total final price of the subcontract.
                    The total final price established in accordance with the
                    incentive price revision provisions of the subcontract shall
                    be reduced by an amount equal to the initial target profit
                    specified in the subcontract at the time of subcontract
                    award and such reduced price shall be the total final
                    subcontract price.

          (5)  For firm-fixed-price subcontracts or subcontract modifications,
               by 10 percent of the initial subcontract price; 10 percent of the
               subcontract modification price; or a profit amount determined by
               WHC from records or documents in existence prior to the date of
               the subcontract award or modification.

     (c)  WHC, at its election, reduce a subcontractor's price or fee in
          accordance with the procedures of paragraph (b) of this clause for
          violations of the Act by its subcontractors by an amount not to exceed
          the amount of profit or fee reflected in the subcontract at the time
          the subcontract was first definitively priced.

     (d)  In addition to the remedies in paragraphs (a) and (c) of this clause,
          WHC may terminate this subcontract for default.  The rights and
          remedies of WHC specified herein are not exclusive, and

 
                                                                      WHC-380393
                                                             Section I, Page 127


          are in addition to any other rights and remedies provided by law or
          under this subcontract.

I-104 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS
      (JAN 1990)

     (a)  Definitions.

          "Agency," as used in this clause, means executive agency as defined in
          2.101.

          "Covered Federal action," as used in this clause, means any of the
          following Federal actions:

          (1)  The awarding of any Federal subcontract.

          (2)  The making of any Federal grant.

          (3)  The making of any Federal loan.

          (4)  The entering into of any cooperative agreement.

          (5)  The extension, continuation, renewal, amendment, or modification
               of any Federal subcontract, grant, loan, or cooperative
               agreement.

          "Indian tribe" and "tribal organization," as used in this clause, have
          the meaning provided in section 4 of the Indian Self-Determination and
          Education Assistance Act (25 U.S.C. 450B) and include Alaskan Natives.

          "Influencing or attempting to influence," as used in this clause,
          means making, with the intent to influence, any communication to or
          appearance before an officer or employee of any agency, a Member of
          Congress, an officer or employee of Congress, or an employee of a
          Member of Congress in connection with any covered Federal action.

          "Local government," as used in this clause, means a unit of government
          in a State and, if chartered, established, or otherwise recognized by
          a State for the performance of a governmental duty, including a local
          public authority, a special district, an intrastate district, a
          council of governments, a sponsor group representative organization,
          and other instrumentality of a local government.

          "Officer or employee of an agency," as used in this clause, includes
          the following individuals who are employed by an agency:

 
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          (1)  An individual who is appointed to a position in the Government
               under title 5, United States Code, including a position under a
               temporary appointment.

          (2)  A member of the uniformed services, as defined in subsection
               101(3), title 37, United States Code.

          (3)  A special Government employee, as defined in section 202, title
               18, United States Code.

          (4)  An individual who is a member of a Federal advisory committee, as
               defined by the Federal Advisory Committee Act, title 5, United
               States Code, appendix 2.

          "Person," as used in this clause, means an individual, corporation,
          company, association, authority, firm, partnership, society, State,
          and local government, regardless of whether such entity is operated
          for profit, or not for profit.  This term excludes an Indian tribe,
          tribal organization, or any other Indian organization with respect to
          expenditures specifically permitted by other Federal law.

          "Reasonable compensation," as used in this clause, means, with respect
          to a regularly employed officer or employee of any person,
          compensation that is consistent with the normal compensation for such
          officer or employee for work that is not furnished to, not funded by,
          or not furnished in cooperation with the Federal Government.

          "Reasonable payment," as used in this clause, means, with respect to
          professional and other technical services, a payment in an amount that
          is consistent with the amount normally paid for such services in the
          private sector.

          "Recipient," as used in this clause, includes ICF KH and all
          subcontractors.  This term excludes an Indian tribe, tribal
          organization, or any other Indian organization with respect to
          expenditures specifically permitted by other Federal law.

          "Regularly employed," as used in this clause, means, with respect to
          an officer or employee of a person requesting or receiving a Federal
          subcontract, an officer or employee who is employed by such person for
          at least 130 working days within one (1) year immediately preceding
          the date of the submission that initiates agency consideration of such
          person for receipt of such subcontract.  An officer or employee who is
          employed by such person for less than 130 working days within one (1)
          year immediately preceding the date of the submission that initiates
          agency consideration of such person shall be considered to be

 
                                                                      WHC-380393
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          regularly employed as soon as he or she is employed by such person for
          130 working days.

          "State," as used in this clause, means a State of the United States,
          the District of Columbia, the Commonwealth of Puerto Rico, a territory
          or possession of the United States, an agency or instrumentality of a
          State, and multi-State, regional, or interstate entity having
          governmental duties and powers.

     (b)  Prohibitions.

          (1)  Section 1352 of title 31, United States Code, among other things,
               prohibits a recipient of a Federal subcontract, grant, loan, or
               cooperative agreement from using appropriated funds to pay any
               person for influencing or attempting to influence an officer or
               employee of any agency, a Member of Congress, an officer or
               employee of Congress, or an employee of a Member of Congress in
               connection with any of the following covered Federal actions:
               the awarding of any Federal subcontract; the making of any
               Federal grant; the making of any Federal loan; the entering into
               of any cooperative agreement; or the modification of any Federal
               subcontract, grant, loan, or cooperative agreement.

          (2)  The Act also requires Subcontractors to furnish a disclosure if
               any funds other than Federal appropriated funds (including profit
               or fee received under a covered Federal transaction) have been
               paid, or will be paid, to any person for influencing or
               attempting to influence an officer or employee of any agency, a
               Member of Congress, an officer or employee of Congress, or an
               employee of a Member of Congress in connection with a Federal
               subcontract, grant, loan, or cooperative agreement.

          (3)  The prohibitions of the Act do not apply under the following
               conditions:

               (i)  Agency and legislative liaison by own employees.

                    (A)  The prohibition on the use of appropriated funds, in
                         subparagraph (b)(1) of this clause, does not apply in
                         the case of a payment of reasonable compensation made
                         to an officer or employee of a person requesting or
                         receiving a covered Federal action if the payment is
                         for agency and legislative liaison activities not
                         directly related to a covered Federal action.

 
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                    (B)  For purposes of subdivision (b)(3)(i)(A) of this
                         clause, providing any information specifically
                         requested by an agency or Congress is permitted at any
                         time.

                    (C)  The following agency and legislative liaison activities
                         are permitted at any time where they are not related to
                         a specific solicitation for any covered Federal action:

                         (1)  Discussing with an agency the qualities and
                              characteristics (including individual
                              demonstrations) of the person's products or
                              services, conditions or terms of sale, and service
                              capabilities.

                         (2)  Technical discussions and other activities
                              regarding the application or adaptation of the
                              person's products or services for an agency's use.

                    (D)  The following agency and legislative liaison activities
                         are permitted where they are prior to formal
                         solicitation of any covered Federal action -

                         (1)  Providing any information not specifically
                              requested but necessary for an agency to make an
                              informed decision about initiation of a covered
                              Federal action;

                         (2)  Technical discussions regarding the preparation of
                              an unsolicited proposal prior to its official
                              submission; and

                         (3)  Capability presentations by persons seeking awards
                              from an agency pursuant to the provisions of the
                              Small Business Act, as amended by Pub. L. 95-507,
                              and subsequent amendments.

                    (E)  Only those services expressly authorized by subdivision
                         (b)(3)(i)(A) of this clause are permitted under this
                         clause.

 
                                                                      WHC-380393
                                                             Section I, Page 131


               (ii) Professional and technical services.

                    (A)  The prohibition on the use of appropriated funds, in
                         subparagraph (b)(1) of this clause, does not apply in
                         the case of -

                         (1)  A payment of reasonable compensation made to an
                              officer or employee of a person requesting or
                              receiving a covered Federal action or an
                              extension, continuation, renewal, amendment, or
                              modification of a covered Federal action, if
                              payment is for professional or technical services
                              rendered directly in the preparation, submission,
                              or negotiation of any bid, proposal, or
                              application for that Federal action or for meeting
                              requirements imposed by or pursuant to law as a
                              condition for receiving that Federal action.

                         (2)  Any reasonable payment to a person, other than an
                              officer or employee of a person requesting or
                              receiving a covered Federal action or an
                              extension, continuation, renewal, amendment, or
                              modification of a covered Federal action if the
                              payment is for professional or technical services
                              rendered directly in the preparation, submission,
                              or negotiation of any bid, proposal, or
                              application for that Federal action or for meeting
                              requirements imposed by or pursuant to law as a
                              condition for receiving that Federal action.
                              Persons other than officers or employees of a
                              person requesting or receiving a covered Federal
                              action include consultants and trade associations.

                    (B)  For purposes of subdivision (b)(3)(ii)(A) of this
                         clause, professional and technical services shall be
                         limited to advice and analysis directly applying any
                         professional or technical discipline.  For example,
                         drafting of a legal document accompanying a bid or
                         proposal by a lawyer is allowable.

                         Similarly, technical advice provided by an engineer on
                         the performance or operational capability of a piece of
                         equipment rendered

 
                                                                      WHC-380393
                                                             Section I, Page 132


                         directly in the negotiation of a subcontract is
                         allowable.  However, communications with the intent to
                         influence made by a professional (such as a licensed
                         lawyer) or a technical person (such as a licensed
                         accountant) are not allowable under this section unless
                         they provide advice and analysis directly applying
                         their professional or technical expertise and unless
                         the advice or analysis is rendered directly and solely
                         in the preparation, submission or negotiation of a
                         covered Federal action.  Thus, for example,
                         communications with the intent to influence made by a
                         lawyer that do not provide legal advice or analysis
                         directly and solely related to the legal aspects of his
                         or her clients's proposal, but generally advocate one
                         proposal over another are not allowable under this
                         section because the lawyer is not providing
                         professional legal services.  Similarly, communications
                         with the intent to influence made by an engineer
                         providing an engineering analysis prior to the
                         preparation or submission or a bid or proposal are not
                         allowable under this section since the engineer is
                         providing technical services but not directly in the
                         preparation, submission or negotiation of a covered
                         Federal action.

                    (C)  Requirements imposed by or pursuant to law as a
                         condition for receiving a covered Federal award include
                         those required by law or regulation and any other
                         requirements in the actual award documents.

                    (D)  Only those services expressly authorized by
                         subdivisions (b)(3)(ii)(A)(1) and (2) of this clause
                         are permitted under this clause.

                    (E)  The reporting requirements of FAR 3.803(a) shall not
                         apply with respect to payments of reasonable
                         compensation made to regularly employed officers or
                         employees of a person.

     (c)  Disclosure.

          (1)  The Subcontractor who requests or receives from an agency a
               Federal subcontract shall file with that agency a disclosure
               form, OMB standard form LLL, Disclosure of Lobbying Activities,
               if such person has made or has agreed to make

 
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               any payment using nonappropriated funds (to include profits from
               any covered Federal action), which would be prohibited under
               subparagraph (b)(1) of this clause, if paid for with appropriated
               funds.

          (2)  The Subcontractor shall file a disclosure form at the end of each
               calendar quarter in which there occurs any event that materially
               affects the accuracy of the information contained in any
               disclosure form previously filed by such person under
               subparagraph (c)(1) of this clause.  An event that materially
               affects the accuracy of the information reported includes -

               (i)   A cumulative increase of $25,000 or more in the amount paid
                     or expected to be paid for influencing or attempting to
                     influence a covered Federal action; or

               (ii)  A change in the person(s) or individual(s) influencing or
                     attempting to influence a covered Federal Action; or

               (iii) A change in the officer(s), employee(s), or Member(s)
                     contacted to influence or attempt to influence a covered
                     Federal action.

          (3)  The Subcontractor shall require the submittal of a certification,
               and if required, a disclosure form by any person who requests or
               received any subcontract exceeding $100,000 under the Federal
               subcontract.

          (4)  All subcontractor disclosure forms (but not certifications) shall
               be forwarded from tier to tier until received by ICF KH.  ICF KH
               shall submit all disclosures to WHC at the end of the calendar
               quarter in which the disclosure form is submitted by the
               subcontractor.  Each subcontractor certification shall be
               retained in the subcontract file of the awarding contractor.

     (d)  Agreement.  ICF KH agrees not to make any payment prohibited by this
          clause.

     (e)  Penalties.

          (1)  Any person who makes an expenditure prohibited under paragraph
               (a) of this clause or who fails to file or amend the disclosure
               form to be filed or amended by paragraph (b) of this clause shall
               be subject to civil penalties as provided for by 31 U.S.C. 1352.
               An imposition of a civil

 
                                                                      WHC-380393
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               penalty does not prevent the Government from seeking any other
               remedy that may be applicable.

          (2)  WHC may rely without liability on the representation made by
               their subcontractors in the certification and disclosure form.

     (f)  Cost allowability.  Nothing in this clause makes allowable or
          reasonable any costs which would otherwise be unallowable or
          unreasonable.  Conversely, costs made specifically unallowable by the
          requirements in this clause will not be made allowable under any other
          provision.

I-105 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS
      DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT.  (JUN 1991)

     (a)  WHC or the Government suspends or debars subcontractors to protect
          WHC's or the Government's interests.  ICF KH shall not enter into any
          subcontract in excess of the small purchase limitation at FAR 13.000
          with a subcontractor that has been debarred, suspended, or proposed
          for debarment unless there is a compelling reason to do so.

     (b)  ICF KH shall require each proposed first-tier subcontractor, whose
          subcontract will exceed the small purchase limitation at FAR 13.000,
          to disclose to ICF KH, in writing, whether as of the time of award of
          the subcontract, ICF KH, or its principles, is or is not debarred,
          suspended, or proposed for debarment by the Federal Government.

     (c)  A corporate officer or a designee of ICF KH shall notify WHC, in
          writing, before entering into a subcontract with a party that is
          debarred, suspended, or proposed for debarment (see FAR 9.404 for
          information on the List of Parties Excluded from Procurement
          Programs).  The notice must include the following:

          (1)  The name of the subcontractor.

          (2)  ICF KH's knowledge of the reasons for the subcontractor being on
               the List of Parties Excluded from Procurement Programs.

          (3)  The compelling reason(s) for doing business with the
               subcontractor notwithstanding its inclusion on the List of
               Parties Excluded from Procurement Programs.

          (4)  The systems and procedures ICF KH has established to ensure that
               it is fully protecting WHC or the Government's interests when
               dealing with such subcontractor in view of

 
                                                                      WHC-380393
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               the specific basis for the party's debarment, suspension, or
               proposed debarment.

I-106 RESERVED

I-107 RESERVED

I-108 RESERVED

I-109 TECHNOLOGY TRANSFER

      ICF KH should use the WHC Technology Transfer Program.  The following
      clause listing requirements, was adapted from the WHC Prime Contract.

      This clause has as its purpose, implementation of the National
      Competitiveness Technology Transfer Act of 1989 (Sections 3131, 3132,
      3133, and 3159 of P.L. 101-189) and takes precedence over any other
      provisions of this Contract to the contrary.

      (a) Technology transfer.

          (1)  Definitions.

               (i)   Contractor's Laboratory Director means the individual who
                     has supervision over all or substantially all of
                     Contractor's operations at the Laboratory.

               (ii)  Intellectual Property means patents, trademarks,
                     copyrights, mask works, and other forms of comparable
                     property rights protected by Federal Law.

               (iii) Cooperative Research and Development Agreements (CRADAs)
                     mean any agreement entered into between one or more Federal
                     laboratories and one or more non-Federal parties under
                     which the Government, through its laboratories, provides
                     personnel, services, facilities, equipment, and other
                     resources with or without reimbursement (but not funds to
                     non-Federal parties) and the non-Federal parties provide
                     funds, personnel, services, facilities, equipment, or other
                     resources toward the conduct of specified research or
                     development efforts which are consistent with the missions
                     of the Laboratory; except that such term does not include a
                     procurement contract, grant, or cooperative agreement as
                     those terms are used in Sections 6303, 6304, and 6305 of
                     Title 31 of the United States Code.

 
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               (iv)  Joint Work Statement (JWS) means a proposal for a CRADA
                     prepared by the Contractor, signed by the Contractor's
                     Laboratory Director or designee which describes the
                     following:

                     (A)  Purpose;

                     (B)  Scope of Work which delineates the rights and
                          responsibilities of the Government, the Contractor and
                          Third Parties, one of which must be a non-Federal
                          party;

                     (C)  Schedule for the work; and

                     (D)  Cost and resource contributions of the parties
                          associated with the work and the schedule.

          (2)  Authority.

               (i)   In order to ensure the full use of the results of research
                     and development efforts of, and the capabilities of, the
                     Laboratory, technology transfer, including CRADAs, is
                     established as a mission of the Laboratory consistent with
                     the policy, principles, and purposes of Sections 11(a)(1)
                     and 12(g) of the Stevenson-Wydler Technology Innovation Act
                     of 1980 as amended (15 U.S.C. 3710a); Section 3132(b) of
                     P.L. 101-189 and of Chapter 38 of the Patent Laws (35
                     U.S.C. 200 et seq.); Section 152 of the Atomic Energy Act
                     of 1954 as amended (42 U.S.C. 2182); Section 9 of the
                     Federal Non-Nuclear Act of 1974 (42 U.S.C. 5908); and
                     Executive Order 12591 of April 10, 1987.

               (ii)  ICF KH shall conduct technology transfer activities with
                     the clear intent of providing benefit from Federal research
                     to U.S. industrial competitiveness.

               (iii) In pursuing the technology transfer mission, ICF KH is
                     empowered to conduct the following activities: identify and
                     protect Intellectual Property, negotiate licensing
                     agreements for Intellectual Property that ICF KH controls
                     or owns, enter into CRADAs, provide technical consulting
                     and personnel exchanges, conduct science education
                     activities and reimbursed Work For Others (WFO), provide
                     information exchanges and make available Laboratory user
                     facilities. It is fully expected that ICF KH shall use all
                     of the mechanisms available to them to accomplish this
                     technology

 
                                                                      WHC-380393
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                     transfer mission, including, but not limited to, user
                     facilities, WFO, science education activities, consulting,
                     personnel exchanges, and licensing in accordance with this
                     clause.

          (3)  Allowable costs (Applies to Contractors performing technology
               transfer activities under this clause and from which all income
               is returned to the Laboratory for use under the Contract).

               (i)   ICF KH shall establish and carry out its technology
                     transfer efforts through appropriate organizational
                     elements consistent with the requirements for an Office of
                     Research and Technology Applications (ORTA) pursuant to
                     paragraphs (b) and (c) of Section 11 of the Stevenson-
                     Wydler Technology Innovation Act of 1980 as amended (15
                     U.S.C. 3710). The costs associated with the conduct of
                     technology transfer through the ORTA, including activities
                     associated with obtaining, maintaining, and licensing
                     Intellectual Property rights, increasing the potential for
                     the transfer of technology, and the widespread notice of
                     technology transfer opportunities, shall be deemed
                     allowable provided that such costs meet the other
                     requirements of the allowable costs provisions of this
                     subcontract. These costs in any fiscal year shall not
                     exceed an amount equal to 0.5 percent of the Federal
                     research and development budget (operating including Work
                     For Others) of the Laboratory for that fiscal year, without
                     written approval of WHC, in addition to any separately
                     designated funds.

               (ii)  ICF KH's participation in litigation to enforce or defend
                     Intellectual Property claims associated with its technology
                     transfer efforts shall be as provided in the clause
                     entitled "Insurance - Litigation and Claims" of this
                     subcontract.

          (4)  Conflicts of interest - technology transfer.

               ICF KH shall develop implementing procedures that seek to avoid
               employee and organizational conflicts of interest, or the
               appearance of conflicts of interest, in the conduct of its
               technology transfer activities.  Such implementing procedures
               shall be provided to WHC for review and approval within sixty
               (60) days after execution of this clause.  WHC will have thirty
               (30) days thereafter to approve or require specific changes to
               such procedures.  Such implementing procedures shall include
               procedures to:

 
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               (i)     Ensure employee competency, conduct, and integrity, in
                       connection with the CRADA activity in accordance with the
                       provisions of paragraph (b)(5) of this clause.

               (ii)    Review and approve employee activities so as to avoid
                       conflicts of interest arising from commercial utilization
                       activities relating to subcontractor-developed
                       Intellectual Property.

               (iii)   Conduct work performed using royalties so as to avoid
                       interference with or adverse effects on ongoing WHC or
                       DOE projects and programs.

               (iv)    Conduct activities relating to commercial utilization of
                       subcontractor-developed Intellectual Property so as to
                       avoid interference with or adverse effects on user
                       facility or WFO activities of ICF KH.

               (v)     Conduct DOE funded projects and programs so as to avoid
                       the appearance of conflicts of interest or actual
                       conflicts of interest with non-Government funded work.

               (vi)    Notify WHC with respect to any new work to be performed
                       or proposed to be performed under the subcontract for DOE
                       or other Federal agencies where the new work or proposal
                       involves Intellectual Property in which ICF KH has
                       obtained or intends to request or elect title.

               (vii)   Except as provided elsewhere in this subcontract, obtain
                       the approval of WHC for any licensing of or assignment of
                       title to Intellectual Property rights by ICF KH to any
                       business or corporate affiliate of ICF KH.

               (viii)  Obtain the approval of WHC prior to any assignment,
                       exclusive licensing, or option for exclusive licensing,
                       of Intellectual Property to any current or former
                       Laboratory employee or consultant.

               (ix)    Notify non-Federal sponsors of WFO activities, or non-
                       Federal users of user facilities, of any relevant
                       Intellectual Property interest of ICF KH prior to
                       execution of WFOs or user agreements.

 
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          (5)  Fairness of opportunity.

               In conducting its technology transfer activities, ICF KH shall
               prepare procedures and take all reasonable measures to ensure
               widespread notice of availability of technologies suited for
               transfer and opportunities for exclusive licensing and joint
               research arrangements.  The requirement to widely disseminate the
               availability of technology transfer opportunities does not apply
               to a specific application originated outside of the Laboratory.

          (6)  U.S. Industrial Competitiveness.

               (i)   In the interest of enhancing U.S. Industrial
                     Competitiveness, ICF KH shall, in its licensing and
                     assignments of Intellectual Property, give preference in
                     such a manner as to enhance the accrual of economic and
                     technological benefits to the U.S. domestic economy.  ICF
                     KH shall consider the following factors in all of its
                     licensing and assignment decisions:

                     (A) Whether any resulting design and development will be
                         performed in the United States and whether resulting
                         products, embodying parts, including components
                         thereof, will be substantially manufactured in the
                         United States; or

                     (B) 1    Whether the proposed licensee or assignee has a
                         -                                                   
                              business unit located in the United States and
                              whether significant economic and technical
                              benefits will flow to the United States as a
                              result of the license or assignment agreement; and
                              further,

                         2    Whether in licensing any entity subject to the
                         -                                                  
                              control of a foreign company or government, such
                              foreign government permits United States agencies,
                              organizations, or other persons to enter into
                              cooperative research and development agreements
                              and licensing agreements, and have policies to
                              protect United States intellectual property
                              rights.

                     If ICF KH determines that neither of the above two sets of
                     conditions is likely to be fulfilled, ICF KH,

 
                                                                      WHC-380393
                                                             Section I, Page 140


                     to entering into such an agreement, must obtain the
                     approval of WHC.  WHC shall act on any such requests for
                     approval within thirty (30) days.

               (ii)  ICF KH agrees to be bound by the provision of 35 U.S.C.
                     204.

          (7)  Indemnity - product liability.

               In conducting technology transfer activities, including, but not
               limited to, licensing activities or CRADAs, ICF KH agrees to
               include in such agreements a requirement that ICF KH and the U.S.
               Government be indemnified for all damages, costs, and expenses,
               including attorneys' fees, arising from the commercialization and
               utilization of such technologies, including, but not limited to,
               the making, using, selling, or exporting of products, processes,
               or services derived from the transferred technology.

          (8)  Disposition of income (Applies to ICF KH conducting technology
               transfer activities under this clause and from which all income
               is returned to the Laboratory for use under the Subcontract).

               (i)   Royalties or other income earned or retained by ICF KH as a
                     result of performance of authorized technology transfer
                     activities herein shall be used by ICF KH for scientific
                     research, development and education at the Laboratory,
                     consistent with the research and development mission and
                     objectives of the Laboratory and subject to Section
                     12(b)(5) of The Stevenson-Wydler Technology Innovation Act
                     of 1980, as amended [15 U.S.C. 3710a(b)(5)] and Chapter 38
                     of the Patent Laws (35 U.S.C. 200 et seq.) as amended
                     through the effective date of this modification.  If the
                     amounts of such royalties and income received during any
                     fiscal year exceed 5 percent of the Laboratory's budget for
                     the fiscal year, 75 percent of such excess amounts shall be
                     paid to the Treasury of the United States, and the
                     remaining amount of such excess shall be used by ICF KH for
                     the purposes as described above in this paragraph.  Any
                     inventions arising out of such scientific research and
                     development activities shall be deemed to be "Subject
                     Inventions" under the Subcontract.

               (ii)  ICF KH shall include as part of its annual Laboratory
                     Institutional Plan or other such annual document a plan
                     setting out those uses to which royalties and

 
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                     other income received as a result of performance of
                     authorized technology transfer activities herein, will be
                     applied at the Laboratory, and at the end of the year,
                     provide a separate accounting for how the funds were
                     actually used.  Under no circumstances shall these
                     royalties and income be used for an illegal augmentation of
                     funds furnished by the U.S. Government.

               (iii) ICF KH shall establish a policy for making awards or
                     sharing of royalties with ICF KH employees, other
                     coinventors and coauthors including, when deemed
                     appropriate by WHC, Federal employee coinventors.

          (9)  Transfer to successor Contractor.

               In the event of termination or expiration of this Subcontract,
               any unexpended balance of income received for use at the
               Laboratory shall be transferred, at WHC's request, to a successor
               Contractor, or in the absence of a successor Contractor, to such
               other entity as designated by WHC.  ICF KH shall transfer title,
               as one package, in all patents and patent applications, licenses,
               accounts containing royalty revenues from such license
               agreements, including equity positions in third party entities,
               and other Intellectual Property rights which arose at the
               Laboratory, to the successor Contractor or to the Government as
               directed by WHC.

          (10) Technology transfer affecting the national security.

               (i)   ICF KH shall notify and obtain the written approval of WHC,
                     prior to entering into any technology transfer arrangement,
                     when such technology or any part of such technology is
                     classified or sensitive under Section 148 of the Atomic
                     Energy Act (42 U.S.C. 2168).  Such notification shall
                     include sufficient information to enable DOE to determine
                     the extent that commercialization of such technology would
                     enhance or diminish security interests of the United
                     States, or diminish communications within DOE's nuclear
                     weapons production complex.  WHC or DOE shall use their
                     best efforts to complete its determination within sixty
                     (60) days of ICF KH's notification, and provision of any
                     supporting information, and DOE or shall promptly notify
                     ICF KH as to whether the technology is transferable.

 
                                                                      WHC-380393
                                                             Section I, Page 142


               (ii)  ICF KH shall include in all of its technology transfer
                     agreements with third parties, including, but not limited
                     to, CRADAs, licensing agreements and assignments, notice to
                     such third parties that the export of goods and/or
                     Technical Data from the United States may require some form
                     of export control license from the U.S. Government and
                     that, failure to obtain such export control license, may
                     result in criminal liability under U.S. laws.

               (iii) For other than fundamental research as defined in National
                     Security Directive 189, ICF KH is responsible to conduct
                     internal export control reviews and assure that technology
                     is transferred, in accordance with applicable law.

          (11) Records.

               ICF KH shall maintain records of its technology transfer
               activities, in a manner and to the extent satisfactory to WHC or
               DOE, and specifically including, but not limited to, the
               licensing agreements, assignments and the records required to
               implement the requirements of paragraphs (5), (6), and (8) herein
               and shall provide reports to WHC to enable DOE to maintain the
               recording requirements of Section 12(c)(6) of the Stevenson-
               Wydler Technology Innovation Act of 1980 as amended (15 U.S.C.
               3710a(c)(6)).  Such reports shall be made annually in a format to
               be agreed upon between ICF KH and WHC and in such a format which
               will serve to adequately inform WHC or DOE of ICF KH's technology
               transfer activities while protecting any data not subject to
               disclosure under the Rights in Technical Data clause and
               paragraph (b) herein.  Such records shall be made available in
               accordance with the clauses of this Subcontract pertaining to
               inspection, audit, and examination of records.

          (12) Reports to Congress.

               To facilitate DOE's reporting to Congress, ICF KH is required to
               annually submit to DOE a technology transfer plan for conducting
               its technology transfer function for the upcoming year, including
               plans for securing Intellectual Property rights in Laboratory
               innovations with commercial promise and plans for managing such
               innovations so as to benefit the competitiveness of United States
               industry.  This plan shall be provided to WHC on or before
               October 1 of each year.

          (13) Oversight and appraisal.

 
                                                                      WHC-380393
                                                             Section I, Page 143


               ICF KH is responsible for developing and implementing effective
               internal controls for all technology transfer activities
               consistent with the audit and record requirements of this
               Subcontract.  Laboratory Contractor performance in implementing
               the technology transfer mission and the effectiveness of ICF KH's
               procedures will be evaluated by WHC as part of the annual
               appraisal process, with input from the cognizant Secretarial
               Officer or program office.

     (b)  Technology transfer through cooperative research and development
          agreements.

          Upon approval of WHC and as provided in a DOE- approved Joint Work
          Statement (JWS), the Laboratory Director or his designee may enter
          into CRADAs on behalf of the DOE subject to the requirements set forth
          herein.

          (1)  Review and approval of CRADAs.

               (i)   Each JWS shall be submitted to WHC or DOE for approval.
                     ICF KH's Laboratory Director shall provide a program
                     mission impact statement and shall include an impact
                     statement regarding related Intellectual Property rights
                     owned by the Government to assist WHC in his approval
                     determination.

               (ii)  ICF KH shall also include (specific to the proposed CRADA)
                     a statement of compliance with the Fairness of Opportunity
                     requirements of paragraph (a)(5) above.

               (iii) Within ninety (90) days after submission of a JWS, WHC
                     shall approve, disapprove, or request modification to the
                     JWS.  If a modification is required, WHC shall approve or
                     disapprove any resubmission of the JWS within thirty (30)
                     days of its resubmission, or ninety (90) days from the date
                     of the original submission, whichever is later.  WHC shall
                     provide an explanation to ICF KH's Laboratory Director of
                     any disapproval or requirement for modification of a JWS.

               (iv)  Upon approval of a JWS, ICF KH's Laboratory Director may
                     submit a CRADA, based upon the approved JWS, to WHC.  WHC,
                     within thirty (30) days of receipt of the CRADA, shall
                     approve or request modification of the CRADA.  If WHC
                     requests a modification of the CRADA, an explanation of
                     such request shall be provided to the Laboratory Director.

 
                                                                      WHC-380393
                                                             Section I, Page 144


               (v)   ICF KH shall not enter into, or begin work on, a CRADA
                     until approval of the CRADA has been granted by WHC.  ICF
                     KH may submit its proposed CRADA to WHC at the time of
                     submitting its proposed JWS or any time thereafter.
                     However, WHC is not obligated to respond under subparagraph
                     (iv) above until within thirty (30) days after approval of
                     the JWS or thirty (30) days after submittal of the CRADA,
                     whichever is later.

          (2)  Selection of participants.

               ICF KH's Laboratory Director, in deciding what CRADA to enter
               into shall:

               (i)   Give special consideration to small business firms, and
                     consortia involving small business firms;

               (ii)  Grant U.S. preference in accordance with the licensing and
                     assignment requirements of paragraph (a)(6) above;

               (iii) Provide Fairness of Opportunity in accordance with the
                     requirements of paragraph (a)(5) above; and

               (iv)  Give consideration to the Conflict of Interest requirements
                     of paragraph (a)(4) above.

          (3)  Withholding of data.

               (i)   ICF KH may provide for appropriate protection against
                     dissemination of data produced as a result of research and
                     development activities conducted under the CRADA, for a
                     period of up to five (5) years from the time the data is
                     first produced.  Such data must be data that would be a
                     trade secret or commercial or financial data that would be
                     privileged or confidential, if such data had been obtained
                     from a non-Federal Third Party.  Since such data is exempt
                     from disclosure under the Freedom of Information Act, the
                     DOE shall cooperate with the Contractor in withholding such
                     data.

               (ii)  Unless otherwise expressly approved by WHC in advance for a
                     specific CRADA, ICF KH agrees, at the request of WHC, to
                     transmit such data to other DOE facilities for use by DOE
                     or its Contractors by or on behalf of the Government.  Upon
                     transmitting such data, ICF KH shall clearly mark the data
                     with a legend setting out

 
                                                                      WHC-380393
                                                             Section I, Page 145


                     the restrictions against private use and further
                     dissemination, along with the expiration data of such
                     restrictions.

               (iii) In addition to its authority to license Intellectual
                     Property, ICF KH may enter into licensing agreements with
                     third parties for data developed by ICF KH under a CRADA
                     subject to other provisions of this Subcontract.  However,
                     the Contractor shall neither use the protection against
                     dissemination nor the licensing of data as an alternative
                     to obtaining patent protection of any invention contained
                     in such data.

          (4)  Work for others and user facility programs.

               (i)   The WFO and User Facility Agreements (UFAs) are not
                     considered CRADAs and will be available for use by ICF KH
                     in addition to CRADAs for achieving utilization of employee
                     expertise and unique facilities for maximizing technology
                     transfer.  ICF KH agrees to inform prospective CRADA
                     participants, which are intending to substantially pay full
                     cost recovery for the effort under the CRADA, of WFO and
                     UFA opportunities, including Class Waiver provisions
                     associated therewith.

               (ii)  Where ICF KH believes that the transfer of technology to
                     the U.S. domestic economy will benefit from, or other
                     equity considerations dictate, an arrangement other than
                     the Class Waiver of patent rights to the sponsor in WFO and
                     UFAs, a request may be made to WHC for an exception to the
                     Class Waivers.

          (5)  Conflicts of interest.

               (i)   Except as provided in subparagraph (iii) below, ICF KH
                     shall assure that no employee of ICF KH shall have a
                     substantial role (including an advisory role) in the
                     preparation, negotiation, or approval of a CRADA, if, to
                     such employee's knowledge:

                     (A) Such employee, or the spouse, child, parent, sibling,
                         or partner of such employee, or an organization (other
                         than the Subcontractor) in which such employee serves
                         as an officer, director, trustee, partner, or employee;

 
                                                                      WHC-380393
                                                             Section I, Page 146


                              1     Holds financial interest in any entity,
                              -     other than ICF KH, that has a substantial
                                    interest in the preparation, negotiation, or
                                    approval of the CRADA;

                              2     Receives a gift of gratuity from any entity,
                              -     other than ICF KH, that has a substantial
                                    interest in the preparation, negotiation, or
                                    approval of the CRADA; or

                     (B) A financial interest in any entity, other than ICF KH,
                         that has a substantial interest in the preparation,
                         negotiation, or approval of the CRADA, is held by any
                         person or organization with whom such employee is
                         negotiating or has any arrangement concerning
                         prospective employment.

               (ii)  ICF KH shall require that each employee of ICF KH who has a
                     substantial role (including an advisory role) in the
                     preparation, negotiation, or approval of a CRADA certify to
                     WHC that the circumstances described in subparagraph (i)
                     above do not apply to that employee.

               (iii) The requirements of subparagraphs (i) and (ii) above shall
                     not apply in a case where an employee, described therein,
                     advises through ICF KH, WHC in advance of his/her
                     participation in the preparation, negotiation, or approval
                     of a CRADA of the nature of and extent of any financial
                     interest described in subparagraph (i), and WHC determines
                     that such financial interest is not so substantial as to be
                     considered likely to affect the integrity of ICF KH
                     employee's participation in the process of preparing,
                     negotiating, or approving the cooperative agreement.

     (c)  Technology transfer in other cost sharing agreements.

          In conducting research and development activities in cost shared
          agreements not covered by paragraph (b) above, ICF KH, with written
          permission of WHC, may provide for the withholding of data produced
          thereunder in accordance with the applicable provisions of paragraph
          (b)(3) herein.

I-110 PAYMENT FOR OVERTIME PREMIUMS.  (JUL 1990)

 
                                                                      WHC-380393
                                                             Section I, Page 147


     (a)  The use of overtime is authorized under this subcontract if the
          overtime premium cost does not exceed the amount stated in Appendix A
          of this subcontract or the overtime premium is paid for work -

          (1)  Necessary to cope with emergencies such as those resulting from
               accidents, natural disasters, breakdowns of production equipment,
               or occasional production bottlenecks of a sporadic nature;

          (2)  By indirect-labor employees such as those performing duties in
               connection with administration, protection, transportation,
               maintenance, standby plant protection, operation of utilities, or
               accounting;

          (3)  To perform tests, industrial processes, laboratory procedures,
               loading or unloading of transportation conveyances, and
               operations in flight or afloat that are continuous in nature and
               cannot reasonably be interrupted or completed otherwise; or

          (4)  That will result in lower overall costs to WHC or the Government.

     (b)  Any request for estimated overtime premiums that exceeds the amount
          specified above shall include all estimated overtime for subcontract
          completion and shall -

          (1)  Identify the work unit; e.g., department or section in which the
               requested overtime will be used, together with present workload,
               staffing, and other data of the affected unit sufficient to
               permit WHC to evaluate the necessity for the overtime;

          (2)  Demonstrate the effect that denial of the request will have on
               the subcontract delivery or performance schedule;

          (3)  Identify the extent to which approval of overtime would affect
               the performance or payments in connection with other WHC or
               Government subcontracts, together with identification of each
               affected subcontract; and

          (4)  Provide reasons why the required work cannot be performed by
               using multi-shift operations or by employing additional
               personnel.

I-111 DAVIS-BACON ACT.  (FEB 1988)

 
                                                                      WHC-380393
                                                             Section I, Page 148


     (a)  All laborers and mechanics employed or working upon the site of the
          work will be paid unconditionally and not less often than once a week,
          and without subsequent deduction or rebate on any account (except such
          payroll deductions as are permitted by regulations issued by the
          Secretary of Labor under the Copeland Act (29 CFR part 3)), the full
          amount of wages and bona fide fringe benefits (or cash equivalents
          thereof) due at time of payment computed at rates not less than those
          contained in the wage determination of the Secretary of Labor which is
          attached hereto and made a part hereof, regardless of any contractual
          relationship which may be alleged to exist between ICF KH and such
          laborers and mechanics.  Contributions made or costs reasonably
          anticipated for bona fide fringe benefits under section 1(b)(2) of the
          Davis-Bacon Act on behalf of laborers or mechanics are considered
          wages paid to such laborers or mechanics, subject to the provisions of
          paragraph (d) of this clause; also, regular contributions made or
          costs incurred for more than a weekly period (but not less often than
          quarterly) under plans, funds, or programs which cover the particular
          weekly period, are deemed to be constructively made or incurred during
          such period.  Such laborers and mechanics shall be paid not less than
          the appropriate wage rate and fringe benefits in the wage
          determination for the classification of work actually performed,
          without regard to skill, except as provided in the clause entitled
          Apprentices and Trainees.  Laborers or mechanics performing work in
          more than one classification may be compensated at the rate specified
          for each classification for the time actually worked therein;
          provided, that the employer's payroll records accurately set forth the
          time spent in each classification in which work is performed.  The
          wage determination (including any additional classifications and wage
          rates conformed under paragraph (b) of this clause) and the Davis-
          Bacon poster (WH-1321) shall be posted at all times by ICF KH and its
          subcontractors at the site of the work in a prominent and accessible
          place where it can be easily seen by the workers.

     (b)  (1)  WHC shall require that any class of laborers or mechanics which
               is not listed in the wage determination and which is to be
               employed under the contract shall be classified in conformance
               with the wage determination.  WHC shall approve an additional
               classification and wage rate and fringe benefits therefor only
               when all the following criteria have been met:

               (i)   The work to be performed by the classification requested is
                     not performed by a classification in the wage
                     determination.

              (ii)   The classification is utilized in the area by the
                     construction industry.

 
                                                                      WHC-380393
                                                             Section I, Page 149


             (iii)   The proposed wage rate, including any bona fide fringe
                     benefits, bears a reasonable relationship to the wage rates
                     contained in the wage determination.

          (2)  If ICF KH and the laborers and mechanics to be employed in the
               classification (if known), or their representatives, and WHC
               agree on the classification and wage rate (including the amount
               designated for fringe benefits, where appropriate), a report of
               the action taken shall be sent by WHC to the Administrator of the
               Wage and Hour Division, Employment Standards Administration, U.S.
               Department of Labor, Washington, DC 20210.  The Administrator or
               an authorized representative will approve, modify, or disapprove
               every additional classification action within 30 days of receipt
               and so advise WHC or will notify WHC within the 30-day period
               that additional time is necessary.

          (3)  In the event ICF KH, the laborers or mechanics to be employed in
               the classification, or their representatives, and WHC do not
               agree on the proposed classification and wage rate (including the
               amount designated for fringe benefits, where appropriate), WHC
               shall refer the questions, including the views of all interested
               parties and the recommendation of WHC, to the Administrator of
               the Wage and Hour Division for Determination.  The Administrator,
               or an authorized representative, will issue a determination
               within 30 days of receipt and so advise WHC or will notify WHC
               within the 30-day period that additional time is necessary.

          (4)  The wage rate (including fringe benefits, where appropriate)
               determined pursuant to subparagraphs (b)(2) and (b)(3) of this
               clause shall be paid to all workers performing work in the
               classification under this contract from the first day on which
               work is performed in the classification.

     (c)  Whenever the minimum wage rate prescribed in the contract for a class
          of laborers or mechanics includes a fringe benefit which is not
          expressed as an hourly rate, ICF KH shall either pay the benefit as
          stated in the wage determination or shall pay another bona fide fringe
          benefit or an hourly cash equivalent thereof.

     (d)  If ICF KH does not make payments to a trustee or other third person,
          ICF KH may consider as part of the wages of any laborer or mechanic
          the amount of any costs reasonably anticipated in providing bona fide
          fringe benefits under a plan or program; provided, that the Secretary
          of Labor has found, upon the written request of ICF KH, that the
          applicable standards of the Davis-Bacon Act have been met.  The
          Secretary of Labor may require

 
                                                                      WHC-380393
                                                             Section I, Page 150


          ICF KH to set aside in a separate account assets for the meeting of
          obligations under the plan or program.

I-112 WITHHOLDING OF FUNDS.  (FEB 1988)

     WHC shall, upon his or her own action or upon written request of an
     authorized representative of the Department of Labor, withhold or cause to
     be withheld from ICF KH under this subcontract or any other Federal
     contract with the same Prime Contractor, or any other federally assisted
     contract subject to Davis-Bacon prevailing wage requirements, which is held
     by the same Prime Contractor, so much of the accrued payments or advances
     as may be considered necessary to pay laborers and mechanics, including
     apprentices, trainees, and helpers, employed by ICF KH or any subcontractor
     the full amount of wages required by the contract.  In the event of failure
     to pay any laborer or mechanic, including any apprentice, trainee, or
     helper, employed or working on the site of the work, all or part of the
     wages required by the contract, WHC may, after written notice to ICF KH,
     take such action as may be necessary to cause the suspension of any further
     payment, advance, or guarantee of funds until such violations have ceased.

I-113 PAYROLLS AND BASIC RECORDS.  (FEB 1988)

     (a)  Payrolls and basic records relating thereto shall be maintained by ICF
          KH during the course of the work and preserved for a period of three
          years thereafter for all laborers and mechanics working at the site of
          the work.  Such records shall contain the name, address, and social
          security number of each such worker, his or her correct
          classification, hourly rates of wages paid (including rates of
          contributions or costs anticipated for bona fide fringe benefits or
          cash equivalents thereof of the types described in section 1(b)(2)(B)
          of the Davis-Bacon Act), daily and weekly number of hours worked,
          deductions made, and actual wages paid.  Whenever the Secretary of
          Labor has found, under paragraph (d) of the clause entitled Davis-
          Bacon Act, that the wages of any laborer or mechanic include the
          amount of any costs reasonably anticipated in providing benefits under
          a plan or program described in section 1(b)(2)(B) of the Davis-Bacon
          Act, ICF KH shall maintain records which show that the commitment to
          provide such benefits is enforceable, that the plan or program is
          financially responsible, and that the plan or program has been
          communicated in writing to the laborers or mechanics affected, and
          records which show the costs anticipated or the actual cost incurred
          in providing such benefits.  ICF KH employing apprentices or trainees
          under approved programs shall maintain written evidence of the
          registration of apprenticeship programs and certification of trainee
          programs, the registration of the apprentices and trainees, and the
          ratios and wage rates prescribed in the applicable programs.

 
                                                                      WHC-380393
                                                             Section I, Page 151


     (b)  (1)  ICF KH shall submit weekly for each week in which any subcontract
               work is performed a copy of all payrolls to WHC.  The payrolls
               submitted shall set out accurately and completely all of the
               information required to be maintained under paragraph (a) of this
               clause.  This information may be submitted in any form desired.
               Optional Form WH-347 (Federal Stock Number 029-005-00014-1) is
               available for this purpose and may be purchased from the
               Superintendent of Documents, U.S. Government Printing Office,
               Washington, DC 20402.  WHC is responsible for the submission of
               copies of payrolls by all subcontractors.

          (2)  Each payroll submitted shall be accompanied by a Statement of
               Compliance, signed by ICF KH or subcontractor or his or her agent
               who pays or supervises the payment of the persons employed under
               the subcontract and shall certify -

               (i)   That the payroll for the payroll period contains the
                     information required to be maintained under paragraph (a)
                     of this clause and that such information is correct and
                     complete;

              (ii)   That each laborer or mechanic (including each helper,
                     apprentice, and trainee) employed on the subcontract during
                     the payroll period has been paid the full weekly wages
                     earned, without rebate, either directly or indirectly, and
                     that no deductions have been made either directly or
                     indirectly from the full wages earned, other than
                     permissible deductions as set forth in the Regulations, 29
                     CFR part 3; and

             (iii)   That each laborer or mechanic has been paid not less than
                     the applicable wage rates and fringe benefits or cash
                     equivalents for the classification of work performed, as
                     specified in the applicable wage determination incorporated
                     into the subcontract.

          (3)  The weekly submission of a properly executed certification set
               forth on the reverse side of Optional Form WH-347 shall satisfy
               the requirement for submission of the Statement of Compliance
               required by subparagraph (b)(2) of this clause.

          (4)  The falsification of any of the certifications in this clause may
               subject ICF KH or subcontractor to civil or criminal prosecution
               under Section 1001 of Title 18 and Section 3729 of Title 31 of
               the United States Code.

 
                                                                      WHC-380393
                                                             Section I, Page 152


     (c)  ICF KH or subcontractor shall make the records required under
          paragraph (a) of this clause available for inspection, copying, or
          transcription by WHC or authorized representatives of WHC or the
          Department of Labor.  ICF KH or subcontractor shall permit WHC or
          representatives of WHC or the Department of Labor to interview
          employees during working hours on the job.  If ICF KH or subcontractor
          fails to submit required records or to make them available, WHC may,
          after written notice to ICF KH, take such action as may be necessary
          to cause the suspension of any further payment.  Furthermore, failure
          to submit the required records upon request or to make such records
          available may be grounds for debarment action pursuant to 29 CFR 5.12.

I-114 APPRENTICES AND TRAINEES.  (FEB 1988)

     (a)  Apprentices.

          Apprentices will be permitted to work at less than the predetermined
          rate for the work they performed when they are employed pursuant to
          and individually registered in a bona fide apprenticeship program
          registered with the U.S. Department of Labor, Employment and Training
          Administration, Bureau of Apprenticeship and Training, or with a State
          Apprenticeship Agency recognized by the Bureau, or if a person is
          employed in his or her first 90 days of probationary employment as an
          apprentice in such an apprenticeship program, who is not individually
          registered in the program, but who has been certified by the Bureau of
          Apprenticeship and Training or a State Apprenticeship Agency (where
          appropriate) to be eligible for probationary employment as an
          apprentice.  The allowable ratio of apprentices to journeymen on the
          job site in any craft classification shall not be greater than the
          ratio permitted to ICF KH as to the entire work force under the
          registered program.  Any worker listed on a payroll at an apprentice
          wage rate, who is not registered or otherwise employed as stated in
          this paragraph, shall be paid not less than the applicable wage
          determination for the classification of work actually performed.  In
          addition, any apprentice performing work on the job site in excess of
          the ratio permitted under the registered program shall be paid not
          less than the applicable wage rate on the wage determination for the
          work actually performed.  Where ICF KH is performing construction on a
          project in a locality other than that in which its program is
          registered, the ratios and wage rates (expressed in percentages of the
          journeyman's hourly rate) specified in ICF KH's or subcontractor's
          registered program shall be observed.  Every apprentice must be paid
          at not less than the rate specified in the registered program for the
          apprentice's level of progress, expressed as a percentage of the
          journeyman hourly rate specified in the applicable wage determination.
          Apprentices shall be paid fringe benefits in accordance with the

 
                                                                      WHC-380393
                                                             Section I, Page 153


          provisions of the apprenticeship program.  If the apprenticeship
          program does not specify fringe benefits, apprentices must be paid the
          full amount of fringe benefits listed on the wage determination for
          the applicable classification.  If the Administrator determines that a
          different practice prevails for the applicable apprentice
          classification, fringes shall be paid in accordance with that
          determination.  In the event the Bureau of Apprenticeship and
          Training, or a State Apprenticeship Agency recognized by the Bureau,
          withdraws approval of an apprenticeship program, ICF KH will no longer
          be permitted to utilize apprentices at less than the applicable
          predetermined rate for the work performed until an acceptable program
          is approved.

     (b)  Trainees.

          Except as provided in 29 CFR 5.16, trainees will not be permitted to
          work at less than the predetermined rate for the work performed unless
          they are employed pursuant to and individually registered in a program
          which has received prior approval, evidenced by formal certification
          by the U.S. Department of Labor, Employment and Training
          Administration.  The ratio of trainees to journeymen on the job site
          shall not be greater than permitted under the plan approved by the
          Employment and Training Administration.  Every trainee must be paid at
          not less than the rate specified in the approved program for the
          trainee's level of progress, expressed as a percentage of the
          journeyman hourly rate specified in the applicable wage determination.
          Trainees shall be paid fringe benefits in accordance with the
          provisions of the trainee program.  If the trainee program does not
          mention fringe benefits, trainees shall be paid the full amount of
          fringe benefits listed in the wage determination unless the
          Administrator of the Wage and Hour Division determines that there is
          an apprenticeship program associated with the corresponding journeyman
          wage rate in the wage determination which provides for less than full
          fringe benefits for apprentices.  Any employee listed on the payroll
          at a trainee rate who is not registered and participating in a
          training plan approved by the Employment and Training Administration
          shall be paid not less than the applicable wage rate in the wage
          determination for the classification of work actually performed.  In
          addition, any trainee performing work on the job site in excess of the
          ratio permitted under the registered program shall be paid not less
          than the applicable wage rate in the wage determination for the work
          actually performed.  In the event the Employment and Training
          Administration withdraws approval of a training program, ICF KH will
          no longer be permitted to utilize trainees at less than the applicable
          predetermined rate for the work performed until an acceptable program
          is approved.

 
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                                                             Section I, Page 154


     (c)  Equal employment opportunity.

          The utilization of apprentices, trainees, and journeymen under this
          clause shall be in conformity with the equal employment opportunity
          requirements of Executive Order 11246, and 29 CFR part 30.

I-115 COMPLIANCE WITH COPELAND ACT REQUIREMENTS.  (FEB 1988)

     ICF KH shall comply with the requirements of 29 CFR part 3, which are
     hereby incorporated by reference in this contract.

I-116 SUBCONTRACTS (LABOR STANDARDS).  (FEB 1988)

     (a)  ICF KH or subcontractor shall insert in any subcontracts the clauses
          entitled Davis-Bacon Act, Contract Work Hours and Safety Standards Act
          - Overtime Compensation, Apprentices and Trainees, Payrolls and Basic
          Records, Compliance with Copeland Act Requirements, Withholding of
          Funds, Subcontracts (Labor Standards), Contract Termination -
          Debarment, Disputes Concerning Labor Standards, Compliance with Davis-
          Bacon and Related Act Regulations, and Certification of Eligibility,
          and such other clauses as WHC may, by appropriate instructions,
          require, and also a clause requiring subcontractors to include these
          clauses in any lower tier subcontracts.  WHC shall be responsible for
          compliance by any subcontractor or lower tier subcontractor with all
          the subcontract clauses cited in this paragraph.

     (b)  (1)  Within 14 days after award of the subcontract, ICF KH shall
               deliver to WHC a completed Statement and Acknowledgment Form (SF
               1413) for each subcontract, including ICF KH's signed and dated
               acknowledgment that the clauses set forth in paragraph (a) of
               this clause have been included in the subcontract.

          (2)  Within 14 days after the award of any subsequently awarded
               subcontract ICF KH shall deliver to WHC an updated completed SF
               1413 for such additional subcontract.

I-117 CONTRACT TERMINATION - DEBARMENT.  (FEB 1988)

     A breach of the subcontract clauses entitled Davis-Bacon Act, Contract Work
     Hours and Safety Standards Act - Overtime Compensation, Apprentices and
     Trainees, Payrolls and Basic Records, Compliance with Copeland Act
     Requirements, Subcontracts (Labor Standards), Compliance With Davis-Bacon
     and Related Act Regulations, or Certification of Eligibility may be grounds
     for termination of the subcontract, and for debarment as a Contractor and
     subcontractor as provided in 29 CFR 5.12.

 
                                                                      WHC-380393
                                                             Section I, Page 155


I-118 COMPLIANCE WITH DAVIS-BACON AND RELATED ACT REGULATIONS.  (FEB 1988)

      All rulings and interpretations of the Davis-Bacon and Related Acts
      contained in 29 CFR parts 1, 3, and, 5 are hereby incorporated by
      reference in this subcontract.

I-119 DISPUTES CONCERNING LABOR STANDARDS.  (FEB 1988)

      The United States Department of Labor has set forth in 29 CFR parts 5, 6,
      and 7 procedures for resolving disputes concerning labor standards
      requirements. Such disputes shall be resolved in accordance with those
      procedures and not the Disputes clause of this subcontract. Disputes
      within the meaning of this clause include disputes between ICF KH (or any
      of its subcontractors) and the contracting agency, the U.S. Department of
      Labor, or the employees or their representatives.

I-120 CERTIFICATION OF ELIGIBILITY.  (FEB 1988)

      (a)  By entering into this subcontract, ICF KH certifies that neither it
           (nor he or she) nor any person or firm who has an interest in ICF
           KH's firm is a person or firm ineligible to be awarded Government
           contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR
           5.12(a)(1).

      (b)  No part of this subcontract shall be subcontracted to any person or
           firm ineligible for award of a Government contract by virtue of
           section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).

      (c)  The penalty for making false statements is prescribed in the U.S.
           Criminal Code, 18 U.S.C. 1001.

I-121 APPROVAL OF WAGE RATES.  (FEB 1988)

      All straight time wage rates, and overtime rates based thereon, for
      laborers and mechanics engaged in work under this subcontract must be
      submitted for approval in writing by the head of the ICF KH activity or a
      representative expressly designated for this purpose, if the straight time
      wages exceed the rates for corresponding classifications contained in the
      applicable Davis-Bacon Act minimum wage determination included in the
      subcontract.  Any amount paid by ICF KH to any laborer or mechanic in
      excess of the agency approved wage rate shall be at the expense of ICF KH
      and shall not be reimbursed by the WHC or the Government.  If WHC or the
      Government refuses to authorize the use of the overtime, ICF KH is not
      released from the obligation to pay employees at the required overtime
      rates for any overtime actually worked.

 
                                                                      WHC-380393
                                                             Section I, Page 156



I-122 LABOR STANDARDS FOR CONSTRUCTION WORK - FACILITIES SUBCONTRACTS.  (FEB
      1988)

      (a)  In the event that construction, alteration, or repair (including     
           painting and decorating) of public buildings or public works is to be
           performed hereunder, ICF KH shall comply with the following listed   
           clauses of the Federal Acquisition Regulation in performance of such 
           work:                                                                
                                                                                
           (1)  Contract Work Hours and Safety Standards Act - Overtime         
                Compensation at 52.222-4.                                       
                                                                                
           (2)  Davis-Bacon Act at 52.222-6.                                    
                                                                                
           (3)  Withholding of Funds at 52.222-7.                               
                                                                                
           (4)  Payrolls and Basic Records at 52.222-8.                         
                                                                                
           (5)  Apprentices and Trainees at 52.222-9.                           
                                                                                
           (6)  Compliance With Copeland Act Requirements at 52.222-10.         
                                                                                
           (7)  Subcontracts (Labor Standards) at 52.222-11.                    
                                                                                
           (8)  Contract Termination - Debarment at 52.222-12.                  
                                                                                
           (9)  Compliance with Davis-Bacon and Related Act Regulations at      
                52.222-13.                                                      
                                                                                
           (10) Disputes Concerning Labor Standards at 52.222-14.               
                                                                                
           (11) Certification of Eligibility at 52.222-15.                      
                                                                                
      (b)  Upon determination by WHC that the Davis-Bacon Act is applicable to  
           any item of work to be performed hereunder, a determination of the   
           prevailing wage rates shall be incorporated into the subcontract by  
           modification.                                                        
                                                                                
      (c)  No construction, alteration, or repair (including painting and       
           decorating) of public buildings or public works shall be performed
           under this subcontract without incorporation of the wage
           determination unless WHC authorizes the start of work because of
           unusual or emergency situations, in which case the wage determination
           shall be incorporated as soon as possible and made retroactive to the
           start of the work.


 
                                                                      WHC-380393
                                                             Section I, Page 157


I-123 AFFIRMATIVE ACTION COMPLIANCE REQUIREMENTS FOR CONSTRUCTION (APR 1984)

     (a)  Definitions.

          "Covered area," as used in this clause, means the geographical area
          described in the solicitation for this subcontract.

          "Director," as used in this clause, means Director, Office of Federal
          subcontract Compliance Programs (OFCCP), United States Department of
          Labor, or any person to whom the Director delegates authority.

          "Employer identification number," as used in this clause, means the
          Federal Social Security number used on the employer's quarterly
          federal tax return, U.S. Treasury Department Form 941.

          "Minority," as used in this clause, means -

          (1)  American Indian or Alaskan Native (all persons having origins in
               any of the original peoples of North America and maintaining
               identifiable tribal affiliations through membership and
               participation or community identification).

          (2)  Asian and Pacific Islander (all persons having origins in any of
               the original peoples of the Far East, Southeast Asia, the Indian
               Subcontinent, or the Pacific Islands); and

          (3)  Black (all persons having origins in any of the black African
               racial groups not of Hispanic origin);

          (4)  Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or
               South American, or other Spanish culture or origin, regardless of
               race);

     (b)  If ICF KH, or a subcontractor at any tier, subcontracts a portion of
          the work involving any construction trade, each such subcontract in
          excess of $10,000 shall include this clause and the Notice containing
          the goals for minority and female participation stated in the
          solicitation for this subcontract.

     (c)  If ICF KH is participating in a Hometown Plan (41 CFR 60-4) approved
          by the U.S. Department of Labor in a covered area, either individually
          or through an association, its affirmative action obligations on all
          work in the plan area (including goals) shall comply with the plan for
          those trades that have unions participating in the plan.
          Subcontractors must be able to demonstrate participation in, and
          compliance with, the provisions of the plan.  ICF KH or each
          subcontractor participating in an approved plan is also required to
          comply with its obligations under the Equal Opportunity clause, and to
          make a good faith

 
                                                                      WHC-380393
                                                             Section I, Page 158


          effort to achieve each goal under the plan in each trade in which it
          has employees.  The overall good-faith performance by ICF KH or other
          subcontractors toward a goal in an approved plan does not excuse any
          ICF KH's or subcontractor's failure to make good-faith efforts to
          achieve the plan's goals.

     (d)  ICF KH shall implement the affirmative action procedures in
          subparagraphs(g)(1) through (16) of this clause.  The goals stated in
          the solicitation for this subcontract are expressed as percentages of
          the total hours of employment and training of minority and female
          utilization that ICF KH should reasonably be able to achieve in each
          construction trade in which it has employees in the covered area.  If
          ICF KH performs construction work in a geographical area located
          outside of the covered area, it shall apply the goals established for
          the geographical area where that work is actually performed.  ICF KH
          is expected to make substantially uniform progress toward its goals in
          each craft.

     (e)  Neither the terms and conditions of any collective bargaining
          agreement, nor the failure by a union with which ICF KH has a
          collective bargaining agreement, to refer minorities or women shall
          excuse ICF KH's obligations under this clause, Executive Order 11246,
          as amended, or the regulations thereunder.

     (f)  In order for the nonworking training hours of apprentices and trainees
          to be counted in meeting the goals, apprentices and trainees must be
          employed by ICF KH during the training period, and ICF KH must have
          made a commitment to employ the apprentices and trainees at the
          completion of their training, subject to the availability of
          employment opportunities.  Trainees must be trained pursuant to
          training programs approved by the U.S. Department of Labor.

     (g)  ICF KH shall take affirmative action to ensure equal employment
          opportunity.  The evaluation of ICF KH's compliance with this clause
          shall be based upon its effort to achieve maximum results from its
          actions.  ICF KH shall document these efforts fully and implement
          affirmative action steps at least as extensive as the following:

          (1)  Ensure a working environment free of harassment, intimidation,
               and coercion at all sites and in all facilities where ICF KH's
               employees are assigned to work.  ICF KH, if possible, will assign
               two or more women to each construction project.  ICF KH shall
               ensure that foremen, superintendents, and other onsite
               supervisory personnel are aware of and carry out ICF KH's
               obligation to maintain such a working environment, with specific
               attention to minority or female individuals working at these
               sites or facilities.

 
                                                                      WHC-380393
                                                             Section I, Page 159


          (2)  Establish and maintain a current list of sources for minority and
               female recruitment. Provide written notification to minority and
               female recruitment sources and community organization when ICF KH
               or its unions have employment opportunities available, and
               maintain a record of the organizations' responses.

          (3)  Establish and maintain a current file of the names, addresses,
               and telephone numbers of each minority and female off-the- street
               applicant, referrals of minorities or females from unions,
               recruitment sources, or community organizations, and the action
               taken with respect to each individual.  If an individual was sent
               to the union hiring hall for referral and not referred back to
               ICF KH by the union or, if referred back, not employed by ICF KH,
               this shall be documented in the file, along with whatever
               additional actions ICF KH may have taken

          (4)  Immediately notify the Director when the union or unions with
               which ICF KH has a collective bargaining agreement has not
               referred back to ICF KH a minority or women sent by ICF KH, or
               when ICF KH has other information that the union referral process
               has impeded ICF KH's efforts to meet its obligations.

          (5)  Develop on-the-job training opportunities and/or participate in
               training programs for the area that expressly include minorities
               and women, including upgrading programs and apprenticeship and
               trainee programs relevant to ICF KH's employment needs,
               especially those program funded or approved by the Department of
               Labor.  ICF KH shall provide notice of these programs to the
               sources compiled under subparagraph (g)(2) above.

          (6)  Disseminate ICF KH's equal employment policy by -

               (i)   Providing notice of the policy to unions and to training,
                     recruitment, and outreach programs, and requesting their
                     cooperation in assisting ICF KH in meeting its subcontract
                     obligations;

              (ii)   Including the policy in any policy manual and in collective
                     bargaining agreements;

             (iii)   Publicizing the policy in the company newspaper, annual
                     report, etc.;

 
                                                                      WHC-380393
                                                             Section I, Page 160


              (iv)   Reviewing the policy with all management personnel and with
                     all minority and female employees at least once a year; and

               (v)   Posting the policy on bulletin boards accessible to
                     employees at each location where construction work is
                     performed.

          (7)  Review, at least annually, ICF KH's equal employment policy and
               affirmative action obligations with all employees having
               responsibility for hiring, assignment, layoff, termination, or
               other employment decisions.  Conduct review of this policy with
               all onsite supervisory personnel before initiating construction
               work at a job site.  A written record shall be made and
               maintained identifying the time and place of these meetings,
               persons attending, subject matter discussed, and disposition of
               the subject matter.

          (8)  Disseminate ICF KH's equal employment policy externally by
               including it in any advertising in the news media, specifically
               including minority and female news media.  Provide written
               notification to, and discuss this policy with, other contractors
               and subcontractors with which ICF KH does or anticipates doing
               business.

          (9)  Direct recruitment efforts, both oral and written, to minority,
               female, and community organizations, to schools with minority and
               female students, and to minority and female recruitment and
               training organizations serving ICF KH's recruitment area and
               employment needs.  Not later than one month before the date for
               acceptance of applications for apprenticeship or training by any
               recruitment source, send written notification to organizations
               such as the above, describing the openings, screening procedures,
               and tests to be used in the selection process.

          (10) Encourages present minority and female employees to recruit
               minority persons and women.  Where reasonable, provide after-
               school, summer, and vacation employment to minority and female
               youth both on the site and in other areas of ICF KH's workforce.

          (11) Validate all tests and other selection requirements where
               required under 41 CFR 60-3.

 
                                                                      WHC-380393
                                                             Section I, Page 161


          (12) Conduct, at least annually, an inventory and evaluation at least
               of all minority and female personnel for promotional
               opportunities.  Encourage these employees to seek or to prepare
               for, through appropriate training, etc., opportunities for
               promotion.

          (13) Ensure that seniority practices job classifications, work
               assignments, and other personnel practices do not have a
               discriminatory effect by continually monitoring all personnel and
               employment-related activities to ensure that ICF KH's obligations
               under this subcontract are being carried out.

          (14) Ensure that all facilities and company activities are
               nonsegregated except that separate or single-user toilet and
               necessary changing facilities shall be provided to assure privacy
               between the sexes.

          (15) Maintain a record of solicitations for subcontracts for minority
               and female construction subcontractors and suppliers, including
               circulation of solicitations to minority and female subcontractor
               associations and other business associations.

          (16) Conduct a review, at least annually, of all supervisors'
               adherence to and performance under ICF KH's equal employment
               policy and affirmative action obligations.

     (h)  ICF KH is encouraged to participate in voluntary associations that may
          assist in fulfilling one or more of the affirmative action obligations
          contained in subparagraph (g)(1) through (16).  The efforts of a
          subcontractor association, joint subcontractor-union, subcontractor-
          community, or similar group of which ICF KH is a member and
          participant may be asserted as fulfilling one or more of its
          obligations under subparagraph (g)(1) through (16), provided ICF KH -

          (1)  Actively participates in the group;

          (2)  Makes every effort to ensure that the group has a positive impact
               on the employment of minorities and women in the industry;

          (3)  Ensures that concrete benefits of the program are reflected in
               ICF KH's minority and female workforce participation;

          (4)  Makes a good-faith effort to meet its individual goals and
               timetables; and

 
                                                                      WHC-380393
                                                             Section I, Page 162


          (5)  Can provide access to documentation that demonstrates the
               effectiveness of actions taken on behalf of ICF KH.  The
               obligation to comply is ICF KH's, and failure of such a group to
               fulfill an obligation shall not be a defense for ICF KH's
               noncompliance.

     (i)  A single goal for minorities and a separate single goal for women
          shall be established.  ICF KH is required to provide equal employment
          opportunity and to take affirmative action for all minority groups,
          both male and female, and all women, both minority and nonminority.
          Consequently, ICF KH may be in violation of Executive Order 11246, as
          amended, if a particular group is employed in a substantially
          disparate manner.

     (j)  ICF KH shall not use goals or affirmative action standards to
          discriminate against any person because of race, color, religion, sex,
          or national origin.

     (k)  ICF KH shall not enter into any subcontract with any person or firm
          debarred from Government subcontracts under Executive Order 11246, as
          amended.

     (l)  ICF KH shall carry out such sanctions and penalties for violation of
          this clause and of the Equal Opportunity clause, including suspension,
          termination, and cancellation of existing subcontracts, as may be
          imposed or ordered under Executive Order 11246, as amended, and its
          implementing regulations, by the OFCCP.  Any failure to carry out
          these sanctions and penalties as ordered shall be a violation of this
          clause and Executive Order 11246, as amended.

     (m)  ICF KH in fulfilling its obligations under this clause shall implement
          affirmative action procedures at least as extensive as those
          prescribed in paragraph (g) above, so as to achieve maximum results
          from its efforts to ensure equal employment opportunity.  If ICF KH
          fails to comply with the requirements of Executive Order 11246, as
          amended, the implementing regulations, or this clause, the Director
          shall take action as prescribed in 41 CFR 60-4.8

     (n)  ICF KH shall designate a responsible official to -

          (1)  Monitor all employment-related activity to ensure that ICF KH's
               equal employment policy is being carried out;

          (2)  Submit reports as may be required by WHC and

 
                                                                      WHC-380393
                                                             Section I, Page 163


          (3)  Keep records that shall at least include for each employee the
               name, address, telephone number, construction trade, union
               affiliation (if any), employee identification number, social
               security number, race, sex, status (e.g., mechanic, apprentice,
               trainee, helper, or laborer), dates of changes in status, hours
               worked per week in the indicated trade, rate of pay, and
               locations at which the work was performed.  Records shall be
               maintained in an easily understandable and retrievable form;
               however, to the degree that existing records satisfy this
               requirement, separate records are not required to be maintained.

     (o)  Nothing contained herein shall be construed as a limitation upon the
          application of other laws that establish different standards of
          compliance or upon the requirements for the hiring of local or other
          area residents (e.g., those under the Public Works Employment Act of
          1977 and the Community Development Block Grant Program).

I-124 BUY AMERICAN ACT-CONSTRUCTION MATERIALS (APR 1984)

     (a)  The Buy American Act (41 U.S.C. 10) provides that the Government give
          preference to domestic construction material.

          "Components," as used in this clause, means those articles, materials,
          and supplies incorporated directly into construction materials.

          "Construction materials," as used in this clause, means articles,
          materials, and supplies brought to the construction site for
          incorporation into the building or work.

          "Domestic construction material," as used in this clause, means (1) an
          unmanufactured construction material mined or produced in the United
          States, or (2) a construction material manufactured in the United
          States, if the cost of its components mined, produced, or manufactured
          in the United States exceeds 50 percent of the cost of all its
          components.  Components of foreign origin of the same class or kind as
          the construction materials determined to be unavailable pursuant to
          subparagraph 25.202(a)(3) of the Federal Acquisition Regulation (FAR)
          shall be treated as domestic.

     (b)  ICF KH agrees that only domestic construction material will be used by
          ICF KH, subcontractors, materialmen, and suppliers in the performance
          of this subcontract, except for foreign construction materials, if
          any, listed in this subcontract.

 
                                                                      WHC-380393
                                                             Section I, Page 164


          (The foregoing requirements are administered in accordance with
          Executive Order No. 10582, dated December 17, 1954, as amended, and
          Subpart 25.2 of the FAR.)

I-125 RESTRICTIONS ON CONTRACTING WITH SANCTIONED PERSONS.  (APR 1991)

     (a)  Definitions.

          (1)  "Component part," means any article which is not usable for its
               intended functions without being imbedded or integrated into any
               other product and which, if used in production of a finished
               product, would be substantially transformed in that process.

          (2)  "Finished product," means any article which is usable for its
               intended function without being imbedded in, or integrated into,
               any other product.

          (3)  "Sanctioned person," means a company or other foreign person upon
               whom prohibitions have been imposed.

          (4)  "Substantially transformed," when referring to a component part
               or finished product, means that the part or product has been
               subjected to a substantial manufacturing or processing operation
               by which the part or product is converted or combined into a new
               and different article of commerce having a new name, character,
               and use.

     (b)  General.

          Section 2443 of the Multilateral Export Control Enhancement Amendments
          Act (Pub. L. 100-418) and Executive Order 12661, effective December
          28, 1988, impose, for a period of three years, with certain
          exceptions, a prohibition on contracting with, or procuring (including
          rental and lease/purchase) directly or indirectly the products or
          services of (1) Toshiba Machine Company, (2) Kongsberg Trading
          Company, (3) Toshiba Corporation, or (4) Kongsberg Vaapenfabrikk.  The
          Act and Executive Order also prohibit, for the same three-year period,
          the importation into the United States of all products produced by
          Toshiba Machine Company and Kongsberg Trading Company.  These
          prohibitions also apply to subsidiaries, successor entities or joint
          ventures of Toshiba Machine Company or Kongsberg Trading Company.

 
                                                                      WHC-380393
                                                             Section I, Page 165


     (c)  Restriction.

          Unless listed by ICF KH in its offer in the solicitation provision
          entitled Notice of Restrictions on Contracting with Sanctioned Persons
          and unless approved by WHC or one of the exceptions in paragraph (d)
          of this clause applies, ICF KH agrees that no products or services
          delivered to WHC or the Government, under this subcontract will be
          products or services of a sanctioned person.

     (d)  Exceptions.

          The restrictions do not apply -

          (1)  To finished products of nonsanctioned persons containing
               components of a sanctioned person if these components have been
               substantially transformed during the manufacture of the finished
               product.

          (2)  To products or services of a sanctioned person provided -

               (i)   The products are designed to the specifications of a
                     nonsanctioned person marketed under the trademark, brand or
                     name of the nonsanctioned person;

               (ii)  The business relationship between the nonsanctioned person
                     and the sanctioned person clearly existed prior to June 30,
                     1987; and

               (iii) The nonsanctioned person is not directly or indirectly
                     owned by a sanctioned person.

          (3)  If a determination has been made in accordance with FAR 25.1003
               (a) or (b).

     (e)  Award.

          Award of any subcontract resulting from this solicitation will not
          affect ICF KH's obligation to comply with importation regulations of
          the Secretary of the Treasury.

I-126 ACQ. LTR. 88-1 RIGHTS IN TECHNICAL DATA-FACILITY (MAY 1988)

     (a)  Definitions.

          (1)  "Technical data" means recorded information, regardless of form
               or characteristic, of a scientific or technical nature.  It may,
               for example, document research, experimental, developmental, or
               demonstration, or engineering work or be

 
                                                                      WHC-380393
                                                             Section I, Page 166


               usable or used to define a design or process or to procure,
               produce, support, maintain, or operate material.  The data may be
               graphic or pictorial delineations in media such as drawings or
               photographs, text in specifications or related performance or
               design-type documents, or computer software (including computer
               programs, computer software data bases and computer software
               documentation). Examples of technical data include research and
               engineering data, engineering drawings and associated lists,
               specifications, standards, process sheets, manuals, technical
               reports, catalog item identification, and related information.
               Technical data as used herein does not include financial reports,
               cost analyses, and other information incidental to subcontract
               administration.

          (2)  "Proprietary data" means technical data which embody trade
               secrets developed at private expense, such as design procedures
               or techniques, chemical composition of materials, or
               manufacturing methods, processes, or treatments, including minor
               modifications thereof, provided that such data:

               (i)   Are not generally known or available from other sources
                     without obligation concerning their confidentiality;

              (ii)   Have not been made available by the owner to others without
                     obligation concerning their confidentiality; and

             (iii)   Are not already available to the Government without
                     obligation concerning their confidentiality.

          (3)  "Unlimited rights" means rights to use, duplicate, or disclose
               technical data, in whole or in part, in any manner and for any
               purpose whatsoever, and to permit others to do so.

     (b)  Allocation of rights.

          (1)  The Government shall have:

               (i)   Ownership in all technical data first produced in the
                     performance of the subcontract;

 
                                                                      WHC-380393
                                                             Section I, Page 167


              (ii)   The right to inspect technical data first produced or
                     specifically used in the performance of the subcontract at
                     all reasonable times (for which inspection the proper
                     facilities shall be afforded DOE by the subcontractor and
                     its subcontractors);

             (iii)   The right to have all technical data first produced or
                     specifically used in the performance of the subcontract
                     delivered to the Government or otherwise disposed of by the
                     subcontractor, either as the subcontracting officer may
                     from time to time direct during the progress of the work or
                     in any event as the subcontracting officer shall direct
                     upon completion or termination of this subcontract,
                     provided that nothing contained in this paragraph shall
                     require the subcontractor to actually deliver any technical
                     data, the delivery of which is excused by this Rights in
                     Technical Data clause;

              (iv)   Unlimited rights in technical data specifically used in the
                     performance of this subcontract, except technical data
                     pertaining to items of standard commercial design; the
                     subcontractor agrees to leave a copy of such technical data
                     at the facility or plant to which such data relate, and to
                     make available for access or to deliver to the Government
                     such data upon request by the subcontracting officer;
                     provided, that if such data are proprietary, the rights of
                     the Government in such data shall be governed solely by the
                     provisions of optional paragraph (e) hereof-"Limited Rights
                     in Proprietary data;"

               (v)   The right to remove, cancel, correct, or ignore any marking
                     not authorized by the terms of this subcontract on any
                     technical data furnished hereunder if, in response to a
                     written inquiry by DOE concerning the propriety of the
                     markings, the subcontractor fails to respond thereto within
                     60 days or fails to substantiate the propriety of the
                     markings.  In either case DOE will notify the subcontractor
                     of the action taken.

          (2)  The subcontractor shall have:

               (i)   The right to withhold its proprietary data in accordance
                     with the provisions of this clause; and

 
                                                                      WHC-380393
                                                             Section I, Page 168


              (ii)   The right to use for its private purposes, subject to
                     patent, security or other provisions of this subcontract,
                     technical data it first produces in the performance of this
                     subcontract, provided the data requirements of this
                     subcontract have been met as of the date of the private use
                     of such data.  The subcontractor agrees that to the extent
                     it receives or is given access to proprietary data or other
                     technical, business or financial data in the form of
                     recorded information from DOE or a DOE subcontractor or
                     subcontractor, the subcontractor shall treat such data in
                     accordance with any restrictive legend contained thereon,
                     unless use is specifically authorized by prior written
                     approval of the subcontracting officer.

                     Nothing contained in this clause shall imply a license to
                     the Government under any patent or be construed as
                     affecting the scope of any licenses or other rights
                     otherwise granted to the Government under any patent.

     (c)  Copyrighted material (other than computer software).

          (1)  The subcontractor may establish, without prior approval of the
               subcontracting officer, claim to copyright subsisting in
               scientific and technical articles based on or containing data
               first produced in the performance of this subcontract, and
               published in academic, technical or professional journals,
               symposia proceedings or similar works.  When claim to copyright
               is made, the subcontractor shall affix the applicable copyright
               notice of 17 USC 401 or 402 and acknowledgement of Government
               sponsorship (including subcontract number) in the data when such
               data are delivered to the Government as well as when the data are
               published or deposited for registration as a published work in
               the U.S. Copyright Office.  The subcontractor grants to the
               Government, and others acting on its behalf, a paid-up,
               nonexclusive, irrevocable worldwide license in such copyrighted
               data to reproduce, prepare derivative works, distribute copies to
               the public, and perform publicly and display publicly, by or on
               behalf of the Government.

          (2)  The subcontractor agrees not to include in the technical data
               delivered under the subcontract any material copyrighted by the
               subcontractor and not to knowingly include any material
               copyrighted by others without first granting or obtaining at no
               cost a license therein for the benefit of the Government of the
               same scope as set forth in

 
                                                                      WHC-380393
                                                             Section I, Page 169


               paragraph (c)(1) above.  If the subcontractor believes that such
               copyrighted material for which the license cannot be obtained
               must be included in the technical data to be delivered, rather
               than merely incorporated therein by reference, the subcontractor
               shall obtain the written authorization of the subcontracting
               officer to include such material in the technical data prior to
               its delivery.

     (d)  Copyrighted material (computer software).

          (1)  The subcontractor shall have the right to establish claim to
               copyright in computer software first produced by the
               subcontractor in performance of the subcontract subject to the
               following:

               (i)   Notification by subcontractor of Its Intent to Copyright.

                     (A) The subcontractor shall notify the Patent Counsel in
                         writing (3 copies) of its intent to copyright computer
                         software pursuant to this clause.  Each notification by
                         the subcontractor to be complete must identify (1) the
                         subject computer software by name and function, (2) the
                         program under which it was funded, (3) whether the data
                         is subject to an international treaty or agreement, (4)
                         whether data is subject to export control, (5) the
                         subcontractor's plans for commercializing the software
                         including the information of paragraph (iii)(I) herein,
                         and (6) whether the subcontractor elects to retain
                         copyright subject to a broad or limited Government
                         license pursuant to paragraph (iii)(C).  For software
                         that is developed using other funding sources in
                         addition to DOE funding, approval of release to secure
                         statutory copyright protection in accordance with this
                         clause must also be obtained by the subcontractor from
                         all other funding sources prior to the subcontractor's
                         notification to the Patent Counsel.  Such notification
                         shall include the subcontractor's certification or
                         other documentation acceptable to the Patent Counsel
                         demonstrating such approval has been obtained.

 
                                                                      WHC-380393
                                                             Section I, Page 170


                     (B) The right of the subcontractor to establish a claim to
                         statutory copyright in excepted categories of computer
                         software as determined by DOE is expressly withheld.
                         Such excepted categories currently include computer
                         software whose release (1) would be detrimental to
                         national security, i.e., involves classified
                         information or data or sensitive information under
                         Section 148 of the Atomic Energy Act of 1954, as
                         amended, or is subject to export control for
                         nonproliferation and other nuclear-related national
                         security purposes, (2) would not enhance the
                         appropriate transfer or dissemination and
                         commercialization of such software, (3) would have a
                         negative impact on U.S. industrial competitiveness, or
                         (4) would prevent DOE from meeting its obligations
                         under international treaties and agreements.  Where
                         computer software is determined to be under an export
                         control restriction, the subcontractor may still secure
                         copyrights to such restricted computer software for
                         purposes of limited commercialization within the
                         constraints provided by the export control authorities
                         subject to the provisions of this clause.  However,
                         notwithstanding any other provisions of this
                         subcontract, all computer software packages developed
                         with Naval Reactors funding and those that are
                         classified fall within the above excepted categories
                         and the right to copyright will not be granted by DOE.
                         Additionally, the right of the subcontractor to
                         establish a claim to statutory copyright in computer
                         software is subject to the disposition of data rights
                         in the treaties and international agreements identified
                         under this subcontract as well as those additional
                         treaties and international agreements which DOE may
                         from time to time identify by unilateral amendment to
                         the subcontract pursuant to Clause I-41, Patent Rights
                         Facility, such added treaties are effective only for
                         software for which notification of intent to copyright
                         is made after the date of such amendment.

             (ii)    DOE Review and Response to subcontractor's Notification.

                     (A) The Patent Counsel shall respond in writing within 90
                         days of receipt of a complete

 
                                                                      WHC-380393
                                                             Section I, Page 171


                         notification by the subcontractor of its intent to
                         copyright computer software pursuant to this clause.
                         Such response shall indicate whether the software falls
                         within one or more of the excepted categories
                         preventing the subcontractor from claiming copyright in
                         the software, release the right to assert copyright in
                         the software to the subcontractor, or advise the
                         subcontractor that DOE needs additional time to respond
                         and the reasons therefor.  The 90-day period for DOE to
                         respond shall not begin until DOE has received a
                         complete notification from the subcontractor addressing
                         each of the factors enumerated in paragraph (i)(A)
                         above.

                     (B) If the Patent Counsel does not respond or request
                         additional time within the foregoing time period, the
                         subcontractor may then establish claim to copyright,
                         except that for software funded by Defense Programs,
                         Civilian Radioactive Waste Management and Nuclear
                         Energy Programs, the subcontractor shall not proceed to
                         establish copyright protection or begin licensing the
                         software before receiving the Patent Counsel's written
                         response that the software does not fall within an
                         excepted category.

              (iii)  Releasing the Right to Copyright Computer Software to the
                     subcontractor.

                     (A) The subcontractor shall furnish:  (1) the source code
                         for each software program released in printed and
                         machine readable form and, (2) at least the minimum
                         documentation needed by a technically competent user to
                         understand and use the software, to the National Energy
                         Software Center (NESC) at the time claim to copyright
                         can be established under paragraph (ii)(B) above.  The
                         subcontractor shall also send to NESC copies of all
                         related additional material (updates, additional
                         documentation) and of all derivative works created by
                         the subcontractor under its subcontract or furnished to
                         the subcontractor by licensees pursuant to paragraph J
                         below, upon creation or receipt.  Subcontractor
                         acknowledges that NESC may provide a technical
                         description of the software in an announcement
                         identifying its availability from the copyright holder,
                         and NESC

 
                                                                      WHC-380393
                                                             Section I, Page 172


                         may provide a copy of the printed version of the basic
                         program for licensing in accordance with subparagraph
                         (D) below with subcontractor's copyright notice when
                         requested to do so by another party.

                     (B) The software shall normally be licensed to the user
                         public on a nonexclusive basis.  The subcontractor may
                         exclusively license or assign the software to a
                         software distribution organization which will be
                         subject to those same conditions.  Any other situations
                         in which some form of exclusivity may be justified,
                         such as where the software is used with licensed
                         patented processes or equipment, shall be approved in
                         advance by the Assistant General Counsel for Patents.

                     (C) At the time of notification of intent to establish
                         claim to copyright, the subcontractor shall elect
                         whether to retain copyright subject to:

                         (a)  a broad Government license as follows:

                              The Government retains for itself and others
                              acting on its behalf a paid-up, nonexclusive,
                              irrevocable worldwide license to reproduce,
                              distribute to the public, prepare derivative
                              works, perform publicly and display publicly, and
                              to permit others to do so; or

                         (b)  a limited Government license as follows:

                              The Government retains a paid-up nonexclusive,
                              irrevocable worldwide license to reproduce,
                              prepare derivative works, perform publicly and
                              display publicly by or for the Government,
                              including the right to distribute to other
                              Government subcontractors.

                     (D) With respect to the printed version of the basic
                         program, the Government retains a paid-up,
                         nonexclusive, irrevocable worldwide license to
                         reproduce and distribute to the public human readable
                         copies only and to permit others to do so.  The rights
                         of the recipient shall be those

 
                                                                      WHC-380393
                                                             Section I, Page 173

                         of a licensee only and ownership of any copies of the
                         program shall remain the property of the Government.
                         The recipient-licensee shall not reproduce or make
                         copies of the program or authorize others to do so.

                     (E) If the limited Government license is elected, it shall
                         revert to the broad Government license after a period
                         of one year from the time claim to copyright can be
                         established under paragraph (C)(b) above if WHC
                         determines that the subcontractor has not taken
                         reasonable steps to actively seek licenses of the
                         software or two years from the time claim to copyright
                         can be established under paragraph (C)(b) above if WHC
                         determines the subcontractor has not licensed the
                         software.  The subcontractor shall provide WHC with a
                         report of its licensing efforts in accordance with this
                         paragraph at the expiration of said one and two year
                         periods, respectively, unless otherwise provided by
                         WHC.  Failure to provide these reports will be
                         considered as acknowledgement by the subcontractor of
                         license reversion.

                     (F) If the limited Government license is elected, the
                         software shall be offered to the user public at a
                         reasonable license royalty rate established to ensure
                         widespread commercialization and substantial
                         dissemination of the software.  In establishing the
                         reasonable royalty, the subcontractor may take
                         cognizance of the rate based on recovery of full cost
                         of materials and services as set forth in 10 CFR 1009.
                         The subcontractor may include the cost (including
                         Government and private costs) of writing, testing,
                         debugging and validating experimentally or otherwise
                         the computer program and enhancements thereto, writing
                         the documentation, compiling and entering data bases,
                         and licensing the software.

                     (G) Whenever the subcontractor is permitted to establish
                         claim to copyright in software, the subcontractor shall
                         affix the applicable copyright notices of 17 U.S.C. 401
                         or 402 and also an acknowledgement of Government
                         sponsorship and license rights on each software package
                         and derivative work.  Such action shall

 
                                                                      WHC-380393
                                                             Section I, Page 174


                         be taken when the software is delivered to the
                         Government, published, licensed, or deposited for
                         registration as a published work in the U. S. Copyright
                         Office.  The acknowledgement of Government sponsorship
                         and license rights shall be as follows:

                         This material resulted from work developed under a
                         Government contract and is subject to the following
                         license:  (insert license elected under para.
                         (iii)(C)(a) or para. (iii)(C)(b) above, when
                         applicable).  Neither the United States nor the United
                         States Department of Energy, nor any of their
                         employees, makes any warranty, express or implied, or
                         assumes any legal liability or responsibility for the
                         accuracy, completeness, or usefulness of any
                         information, apparatus, product, or process disclosed,
                         or represents that its use would not infringe privately
                         owned rights.

                     (H) The contractor shall use copyright license terms and
                         conditions which are consistent with this contract
                         clause and shall make the basic terms and conditions,
                         exclusive of matters considered by the licensee to be
                         business and financial information which is considered
                         to be privileged, available to Patent Counsel upon
                         request.

                     (I) The commercialization plan submitted by the contractor
                         should identify whether derivative works will result
                         from commercialization and who will control such works,
                         who will maintain the software, and who will provide
                         the funding for any of these activities.  The plan
                         should also identify, when appropriate, whether any
                         reduced licensing fees or other consideration is
                         factored into the proposed arrangements and the impact
                         of the proposed license arrangements upon U.S.
                         industrial competitiveness.  Appropriate consideration
                         should be given to licensing the software in a manner
                         which will benefit U.S. industry.

                     (J) The contractor should include in its licensing
                         agreements a limited Government license right as
                         described above for enhancements, derivative works and
                         documentation developed at private

 
                                                                      WHC-380393
                                                             Section I, Page 175


                         expense where (1) the costs incurred by the Government
                         in developing the software are substantial compared to
                         that incurred by the licensee or contractor at private
                         expense, and (2) the intended use by the Government or
                         its contractors is sufficient to warrant such rights.
                         Further, the licensing agreement shall provide that the
                         Secretary may require the contractor, assignee, or
                         exclusive licensee of the copyrighted software to grant
                         a nonexclusive, partially exclusive, or exclusive
                         license to a responsible applicant upon terms that are
                         reasonable under the circumstances, and, if the
                         contractor, assignee, or exclusive licensee fails to
                         grant such a license, the Secretary may grant the
                         license, if the Secretary determines the action is
                         necessary:

                         (a)  Because the contractor, assignee or exclusive
                              licensee has not taken, or is not expected to take
                              within a reasonable time, effective steps to
                              achieve practical application of the copyrighted
                              software;

                         (b)  To alleviate health, safety, or energy needs that
                              are not reasonably satisfied by the contractor,
                              assignee, or exclusive licensee; and

                         (c)  To meet requirement for public use specified by
                              Federal regulations and the requirements are not
                              reasonably satisfied by the contractor, assignee,
                              or exclusive licensee.

                     (K) No costs under this contract are allowable as direct or
                         indirect costs for the preparation, filing or
                         prosecution of copyright applications or the payment of
                         related fees or licensing and marketing costs where the
                         contractor establishes claim to copyright in computer
                         software pursuant to this clause except as may be
                         otherwise provided in this paragraph.  Nor shall any
                         costs be allowable for maintenance of the copyrighted
                         software, except as expressly provided for in writing
                         by the contracting officer.  The contractor may use its
                         net royalty income to effect such maintenance costs.

 
                                                                      WHC-380393
                                                             Section I, Page 176


                     (L) At the termination or expiration of this contract, the
                         following terms and conditions shall apply to
                         copyrights for computer software and licenses and
                         royalties generated therefrom:

                         (a)  For any license executed prior to termination or
                              expiration of this contract for copyrighted
                              software, the distribution of net royalties or
                              income therefrom shall remain the same as prior to
                              contract termination or expiration and shall
                              continue for the duration of such license.  The
                              percentage of such royalties or income being used
                              at the Facility shall go to the successor
                              contractor at the Facility pursuant to its
                              contract or, in the absence of a successor
                              contractor, to such other entity designated by the
                              Government.

                         (b)  For any assignment executed to a party other than
                              an affiliate of the contractor, prior to
                              termination or expiration of this contract, for
                              copyrighted software, the distribution of net
                              royalties or income therefrom shall remain as
                              prior to contract termination or expiration and
                              shall continue for the duration of such
                              assignment.  The percentage of such royalties or
                              income being used at the Facility shall go to the
                              successor contractor at the Facility for use at
                              the Facility pursuant to its contract or, in the
                              absence of a successor contractor, to such other
                              entity designated by the Government.

                         (c)  Where title to a copyright for computer software
                              has been retained by the contractor or an
                              affiliate of the contractor, the contractor and
                              Government shall enter negotiations prior to such
                              termination or expiration with respect to
                              retention of the title to the copyright by the
                              contractor or its affiliate or transfer of such
                              title to WHC or the successor contractor operator
                              of the Facility depending on whether
                              commercialization of the software is being
                              performed principally by the contractor or

 
                                                                      WHC-380393
                                                             Section I, Page 177


                              affiliate at the Facility or at a separate
                              location.  Such negotiations shall also consider
                              the equities of the parties with respect to each
                              copyright and shall take into consideration the
                              presence of private investment, potential
                              commercial use, assumption of copyright related
                              liabilities, effective technology transfer and the
                              need to market the technology.

                         (d)  Where title to a copyright for computer software
                              is to be retained by the contractor or its
                              affiliate subsequent to termination or expiration
                              of the contract, the contractor and the Government
                              shall enter negotiations prior to such termination
                              or expiration with respect to net royalties or
                              income generated from assignments or licenses of
                              such copyright effected subsequent to termination
                              or expiration of the contract and the distribution
                              thereof between the contractor and successor
                              contractor at the Facility for use at the Facility
                              pursuant to its contract or, in the absence of a
                              successor contractor, to such other entity
                              designated by the Government.  Such negotiations
                              shall consider the equities of the parties and
                              other conditions as set forth in paragraph (c)
                              above.  However, the net royalty or income
                              distribution to the Facility for use by a
                              successor contractor or other Government-
                              designated entity shall in no event be less than
                              twenty-five percent (25%) of such net royalties or
                              income.

                     (M) Five percent (5%) of gross royalty revenues will be set
                         aside for WHC use or for third party use at the
                         direction of WHC during the five years following each
                         election by the contractor to assert copyright in
                         computer software.  Unless otherwise instructed by the
                         WHC, the 5% royalty revenues shall be made payable
                         quarterly to the National Energy Software Center and
                         sent to the Director, National Energy Software Center,
                         9700 South Cass Avenue, Argonne, Illinois 60439.  WHC
                         shall be notified when such payments are made.
                         Additionally, at least fifty-one percent (51%)

 
                                                                      WHC-380393
                                                             Section I, Page 178


                         of the net royalty revenues shall be used at the
                         Facility by the contractor for scientific research,
                         development and educational purposes.

                         Under the authority of Section 646(a) of the DOE
                         Organization Act, the subcontractor and WHC hereby
                         agree to cooperatively establish and co-fund a program
                         of technology transfer consistent with this and other
                         articles of this contract.  DOE's contribution to this
                         program is the allowable costs for overall technology
                         transfer activities.  The contractor's contribution to
                         this program shall be derived from royalties received.
                         Further, it is understood that the contractor may under
                         the authority of Section 646(a) of the DOE Organization
                         Act, utilize its royalty funds in other cooperative
                         agreements with WHC for scientific research,
                         development and education purposes.  However, under no
                         circumstances shall the royalties be used for the
                         augmentation of general WHC program funds.

                         The contractor shall include as a part of its annual
                         Facility Institutional Plan or other annual document an
                         auditable detailed plan setting out those uses to which
                         such royalty funds will be applied at the Facility and,
                         detailed statement of how the funds were actually used.
                         Such uses shall be consistent with the mission and
                         objectives of the Facility and shall be subject to
                         prior WHC approval.  The contractor's use of the
                         royalties shall be evaluated as part of the annual
                         appraisal process.

                         For purposes of this clause, net royalty revenues
                         comprise gross royalty revenues or its equivalent less
                         licensing costs, awards to software creators, the cost
                         of modifications to the software made at private
                         expense and any costs of software support of
                         maintenance services furnished licensees, if separately
                         itemized and accounted for.  Upon payment of the
                         foregoing, any remaining income from licensing may be
                         considered the property of the contractor.

 
                                                                      WHC-380393
                                                             Section I, Page 179


                         In the event of termination or expiration of this
                         contract, any unexpended balance of net royalties
                         received for use at the Facility shall be transferred,
                         at DOE's request to a successor contractor, or in the
                         absence of a successor contractor, to such other entity
                         designated by the Government.

                     (N) The contractor may establish, subject to the approval
                         of the WHC, a policy for the sharing of royalties with
                         creators of computer software, principally based on
                         gross revenues.

                         Where the contractor has a corporate policy for
                         incentive awards including sharing royalties with
                         software creators or the contractor is a subsidiary or
                         affiliate and its parent corporation has an incentive
                         and royalty sharing policy, the corporate sharing
                         policy may be approved by WHC for use at the Facility.

                         Whenever any annual incentive awards or annual royalty
                         to a software creator exceeds ten percent (10%) of the
                         software creator's annual base salary, the contractor
                         shall:

                         (a)  Identify all such software creators to the WHC.

                         (b)  Provide an accounting of time spent by each such
                              creator on private consultations, work for others
                              projects and WHC mission work.
 
                         (c)  Provide a review of WHC mission work and ensure
                              that no conflict or apparent conflict of interest
                              exists with respect thereto for such creators.

                     (O) The contractor will develop administrative procedures
                         to avoid actual or apparent conflicts of interest
                         relating to the contractor's claims to copyrights in
                         computer software.  Such procedures shall be
                         substantially the same as those for subject inventions
                         elected by the contractor pursuant to the Patent Rights
                         article of this contract, and, further, shall include
                         procedures to insure compliance with DOE orders
                         covering scientific and technical computer

 
                                                                      WHC-380393
                                                             Section I, Page 180


                         software pertaining to unclassified scientific,
                         technical, and technology-related computer software
                         programs developed for or on behalf of DOE.  Such
                         administrative procedures are subject to approval of
                         the WHC, who may request a report of such procedures
                         not more than annually.

                     (P) The contractor may assert and establish a trademark or
                         service mark incorporating and identifying name
                         developed under this contract for computer software
                         copyrighted pursuant to this clause on the same terms
                         and conditions as set forth for establishing and
                         maintaining claim to copyright.

                     (Q) The extent of dissemination and commercialization of
                         released copyrighted software achieved by the
                         contractor will be evaluated as part of the annual
                         appraisal process.

          (2)  The contractor agrees not to include in the technical data
               delivered under the contract any material copyrighted by the
               contractor and not to knowingly include any material copyrighted
               by others without first granting or obtaining at no cost a
               license therein for the benefit of the Government of the same
               scope as set forth in paragraph (d)(1) above.  If the contractor
               believes that such copyrighted material for which the license
               cannot be obtained must be included in the technical data to be
               delivered, rather than merely incorporated therein by reference,
               the contractor shall obtain the written authorization of WHC to
               include such material in the technical data prior to its
               delivery.

     (e)  Subcontracting.

          (1)  Unless otherwise directed by the WHC, the contractor agrees to
               use in subcontracts having as a purpose the conduct of research,
               development, and demonstration work or in subcontracts for
               supplies, the contractor clause provisions in 48 CFR 952.227-75
               in accordance with the policy and procedures of 48 CFR 927.402-1,
               927.402-2 and 927.402-3.

          (2)  It is the responsibility of the contractor to obtain from its
               subcontractors technical data and rights therein, on behalf of
               the Government, necessary to fulfill the contractor's obligations
               to the Government with respect to such data.  In the event of
               refusal by a subcontractor to

 
                                                                      WHC-380393
                                                             Section I, Page 181


               accept a clause affording the Government such rights, the
               contractor shall:

               (i)   Promptly submit written notice to WHC setting forth reasons
                     for the subcontractor's refusal and other pertinent
                     information which may expedite disposition of the matter;
                     and

              (ii)   Not proceed with the subcontract without the written
                     authorization of the WHC.

I-127 COST ACCOUNTING STANDARDS PENALTIES

     Reference is made to Clause I-39, Cost Accounting Standards, and Clause 
     I-40 Administration of Cost Accounting Standards.  Notwithstanding the
     provisions of those Clauses, the Contractor shall not be liable to the
     Government for any increased costs or interest thereon, resulting from any
     failure of the Contractor, with respect to activities carried on at the
     site of the work, or of a Subcontractor to comply with applicable cost
     accounting standards or to follow any practices disclosed pursuant to the
     requirements of such Clause:  Provided, that the Contractor shall include
     in each covered subcontract an article making the subcontractor liable for
     any increased costs or interest thereon resulting from any failure of the
     subcontractor to comply with prescribed standards or disclosed practices.

I-128 INDEMNITY ASSURANCE TO ARCHITECT-ENGINEER OR SUPPLIER PRIOR TO OPERATION
      OF A PRODUCTION OR UTILIZATION FACILITY (APR 1984)

     (a)  (1)  The definitions set out in the Atomic Energy Act of 1954, as
               amended (hereinafter called the Act), shall apply to this clause.

          (2)  The services or supplies furnished under this agreement are
               intended to be used in connection with the construction and/or
               operation of a production or utilization facility.

          (3)  WHC will use its best efforts to include in any subcontract for
               the operation of such facility, an agreement based on the then
               current approved form of indemnity agreement under section 170(d)
               of the Atomic Energy Act of 1954, as amended, whereby WHC will
               indemnify all persons indemnified, including the subcontractor,
               against public liability for nuclear incidents arising out of or
               in connection with subcontractual activities under the
               subcontract for the operation of said facility in accordance with
               the authority provided in subsection 170(d) of the Act.

 
                                                                      WHC-380393
                                                             Section I, Page 182


          (4)  (i)  WHC will enter into an indemnity agreement in accordance
                    with the authority provided in subsection 170(d) of the Act
                    with the subcontractor, without further consideration from
                    the subcontractor, at any time all of the following
                    circumstances are present:

I-129 COST AND SCHEDULE CONTROL SYSTEMS (APR 1984)

     (a)  To the extent directed by WHC, the subcontractor shall establish,
          maintain, and use cost and schedule control systems (management
          control system) meeting the criteria set forth in the subcontract and
          as described in detail in "Cost and Schedule Control Systems Criteria
          for subcontract Performance Measurement-Implementation Guide," annexed
          hereto and hereinafter referred to as the "Guide."  Prior to
          acceptance by WHC and within 60 calendar days after subcontract award,
          the subcontractor shall be prepared to demonstrate systems operation
          to the Government to verify that the proposed systems meet the
          designated criteria.  As a part of the review procedures, the
          subcontractor shall furnish the Government a description of the cost
          and schedule control systems applicable to this subcontract in  such
          form and detail as indicated by the Guide, or as required by WHC.  The
          subcontractor agrees to provide access to all pertinent records, data,
          and plans as requested by representatives of the Government for the
          conduct of systems review.

     (b)  The description of the management control systems accepted by WHC,
          identified by title and date, shall be referenced in the subcontract.
          Such systems shall be maintained and used by the subcontractor in the
          performance of this subcontract.

     (c)  Contractor changes to the reviewed systems shall be submitted for
          review and approval as required by WHC.  When subcontracting Officer
          approval is required, WHC shall advise the subcontractor of the
          acceptability of such changes within sixty (60) days after receipt
          from the subcontractor.  When systems existing at the time of
          subcontract award do not comply with the designated criteria,
          adjustments necessary to assure compliance will be made at no change
          in subcontract price or fee.

     (d)  The subcontractor agrees to provide access to all pertinent records
          and data requested by WHC, or duly authorized representative, for the
          purpose of permitting Government surveillance to ensure continuing
          application of the accepted systems to this subcontract.  Deviations
          from the systems description identified during subcontract performance
          shall be corrected as directed by WHC.

 
                                                                      WHC-380393
                                                             Section I, Page 183


     (e)  The subcontractor shall require that each selected subcontractor, as
          mutually agreed to between the Government and the subcontractor and as
          set forth in the schedule of this subcontract, meet the criteria for
          cost and schedule control systems as set forth in subcontract and
          shall incorporate in all such subcontracts adequate provisions for
          review and surveillance of subcontractor's systems to be carried out
          by the subcontractor, or by the Government when requested by either
          the prime or subcontractor.

 
                                                                      WHC-380393
                                                            Attachment D, Page i
                                                                Mod. 1, 10/01/94



                                  Attachment D

                     Real and Personal Property Management

 
                                                                      WHC-380393
                                                            Attachment D, Page 1
                                                                Mod. 1, 10/01/94

                     REAL AND PERSONAL PROPERTY MANAGEMENT

                     Criteria and Performance Measurements
                     -------------------------------------

                                    GENERIC
                                        
              Criteria                              Measurements
              --------                              ------------                
                                                                                
1) Complies with all applicable laws,   1)a Zero incidence of non-compliance    
regulations, orders, directives, and    with applicable laws.                   
requirements.  The following list is                                            
representative of examples of laws,     1)b Continued progress toward           
regulations, orders, etc., and is not   compliance with applicable              
intended to be all inclusive:           regulations, orders, directives, and    
                                        requirements.  Goal is 100 percent      
For Personal Property:                  compliance (except when deviations      
Federal Property Management             and/or waivers were previously          
Regulations                             approved by the Contracting Officer).   
DOE Property Management Regulations                                             
DOE Acquisition Regulation (DEAR)                                               
DOE Order 2200.6A Financial                                                     
Accounting                              
Money and Finance (Pub.LAW 97-258       
                                        
2) Internal & External Reviews and      2)a Response to all findings and        
Audits                                  recommendations from audits, and        
                                        reviews, will be accomplished to an     
                                        agreed upon schedule and plan.          
                                                                                
                                        2)b. A goal of zero incidence of        
                                        repeated findings identified from       
                                        previous audits and reviews.            
                                            
3) Maintain a training program for      3)a A minimum of 25 percent of          
personal property.                      personnel working with personal         
                                        property are provided with related      
                                        training annually.                      
                                                                                
4) The Contractor has current           4)a DOE has received for approval       
written policies, procedures, and/or    policies and procedures within          
practices which cover personal          agreed upon time-frames.                
property.                           

                                                                               1

 
                                                                      WHC-380393
                                                            Attachment D, Page 2
                                                                Mod. 1, 10/01/94



                     REAL AND PERSONAL PROPERTY MANAGEMENT

                     Criteria and Performance Measurements
                     -------------------------------------

                               PERSONAL PROPERTY

                                 -ACQUISITION-


              Criteria                              Measurements
              --------                              ------------
                                                                               
1) Internal and external sources of     1)a New personal property              
excess are screened for availability    procurement will be screened and       
prior to new procurement.               documented as provided in approved     
                                        procedures and trended toward a goal   
                                        of 100 percent.                        
                                                                               
2) Contractor identifies, controls      2)a Subcontractors initial reviews 
and maintains records on                will be conducted within one year of    
subcontractors with government          award, and every two years thereafter.  
personal property (Government                                                   
Furnished Property, Subcontractor       2)b Annual subcontractor property       
acquired Property) and has a system     reports will be received not later      
to manage such property.                than 45 days after the end of the       
                                        fiscal period.                          
                                                                                
                                        2)c Subcontractor physical              
                                        inventories are conducted as            
                                        required and reported to the prime      
                                        contractor within 45 days after the     
                                        date of completion.                     
                                                                                
3) Contractor will perform              3)a Baseline/acceptance inventories     
baseline/acceptance inventories.        of accountable property will be         
                                        performed within six months of          
                                        contract award.
                                        
                                                                               2

 
                                                                      WHC-380393
                                                            Attachment D, Page 3
                                                                Mod. 1, 10/01/94

                     REAL AND PERSONAL PROPERTY MANAGEMENT

                     Criteria and Performance Measurements
                     -------------------------------------

                               PERSONAL PROPERTY

                            -ACCOUNTING AND CONTROL-
 
              Criteria                              Measurements               
              --------                              ------------
 
1) Contractor has personal property     1)a  Inventory of capital equipment
 management systems in place to         is conducted every two years and
 account for and control personal       statement of completion reported to
 property including tagging, records,   DOE within 10 days.
 physical inventories, etc.
                                        1)a.1.  Inventory variances will be
                                        trended toward zero, with a baseline
                                        to be established by individual
                                        contractors.
 
                                        1)b  Physical inventory of sensitive
                                        items and stores items will be
                                        conducted annually and statement of
                                        completion reported to DOE within 10
                                        days.
 
                                        1)b.1.  Inventory variances will be
                                        trended toward zero with a baseline
                                        to be established by individual
                                        contractors.
 
                                        1)c  100 percent precious metal
                                        inventories will be conducted
                                        annually and reported to the DOE
                                        Contracting Officer/Property
                                        Administrator within 45 days after
                                        review.
 
                                        1)c.1  A zero percent variance rate
                                        will be maintained; consumption,
                                        calibration, and measurement
                                        differences will be documented.
 
                                        1)d  Contractor will reconcile
                                        inventory results to determine final
                                        variances within 80 days after
                                        notification of inventory completion.
                                                                               3

 
                                                                      WHC-380393
                                                            Attachment D, Page 4
                                                                Mod. 1, 10/01/94



                     REAL AND PERSONAL PROPERTY MANAGEMENT

                     Criteria and Performance Measurements
                     -------------------------------------

                               PERSONAL PROPERTY

                            -ACCOUNTING AND CONTROL-

              Criteria                              Measurements
              --------                              ------------           
                                                                               
                                        1)e  Variances will be subjected to    
                                        root cause analysis and a corrective   
                                        action plan will be submitted to the   
                                        DOE Contracting Officer/Property       
                                        Administrator within 30 days.          
                                                                               
                                        1)e.1  All corrective actions are to   
                                        be completed prior to the next         
                                        inventory cycle unless approved in     
                                        advance by the DOE Contracting         
                                        Officer/Property                       
                                        Administrator within 30 days.          
                                                                               
                                        1)f  Number of variance incidents      
                                        reported from prior inventory period   
                                        are to be trended toward zero with a   
                                        baseline established with DOE          
                                        Contracting Officer/Property           
                                        Administrator approval.                
                                                                               
                                        1)g  Personal property records will    
                                        be trended toward a goal of 100        
                                        percent accuracy.                      
                                                                               
2) Reporting of lost and missing        2)a  Lost or missing property, other   
property.                               than physical inventory variances, is  
                                        identified, investigated, and reported 
                                        to the DOE Contracting                 
                                        Officer/Property Administrator with    
                                        5 days.  Complete written reports      
                                        are provided within 10 days.           
                                                                               
                                        2)b The value of lost or missing  
                                        property will be trended toward zero
                                        percent with baseline established 
                                        for individual contractors.
                                                                               
3) Materials inventories, except        3) Material inventories, except  
spares, are maintained at optimal       spares, achieve a turnover rate of at
levels to support mission               least two per year.  Exceptions must be 
requirements.                           justified and documented

                                                                               4

 
                                                                      WHC-380393
                                                            Attachment D, Page 5
                                                                Mod. 1, 10/01/94


                     REAL AND PERSONAL PROPERTY MANAGEMENT

                     Criteria and Performance Measurements
                     -------------------------------------

                               PERSONAL PROPERTY

                            -ACCOUNTING AND CONTROL-

 
              Criteria                              Measurements
              --------                              ------------
 
                                        3)b  Utilization reviews will be
                                        conducted annually and unjustified
                                        inventory items identified and
                                        reported as excess within 90 days.
 
                                        3)c  25 percent of material being
                                        procured under Just-In-Time systems
                                        or Systems Contracting will be
                                        reviewed annually to determine under
                                        agreed upon criteria whether any such
                                        items should be maintained in
                                        inventory.
 
                                                                               5

 
                                                                      WHC-380393
                                                            Attachment D, Page 6
                                                                Mod. 1, 10/01/94



                     REAL AND PERSONAL PROPERTY MANAGEMENT

                     Criteria and Performance Measurements
                     -------------------------------------

                               PERSONAL PROPERTY

                                  UTILIZATION

              Criteria                              Measurements           
              --------                              ------------           
                                                                             
1) A formalized walk-through program    1)a Walk-throughs will be scheduled  
is required.                            and conducted of all operating and   
                                        storage areas every two years and    
                                        results documented.                  
                                                                             
2) An effective utilization program     2)a Contractor will maintain an      
is in place for motor vehicles/other    approved utilization rate measured   
motor equipment, and other capital      against a defined, site-specific     
items.                                  standard.                            
                                        Goal:  100 percent                   
                                                                             
                                        2)b  Utilization reviews will be     
                                        conducted annually for motor         
                                        vehicles and heavy equipment and     
                                        reports provided to DOE within 30    
                                        days.                                
                                                                             
3) A personal property Maintenance      3)a  Maintenance plans will be       
management Program is required.         developed and maintenance performed  
                                        in accordance with these plans.      
                                                                             
                                        3)b  No lost time, injuries,         
                                        illnesses, fatalities or             
                                        environmental incidents will occur   
                                        due to non-performance of            
                                        maintenance.                         
                                        Variance = Zero percent              
                                                                             
                                                                             
4) An effective Equipment Held for      4)a  Annual review of EHFFP will be  
Future Projects (EHFFP) program is      performed and appropriate            
required.                               justifications/approvals for         
                                        retention documented.                 
                                                                               6

 
                                                                      WHC-380393
                                                            Attachment D, Page 7
                                                                Mod. 1, 10/01/94

                     REAL AND PERSONAL PROPERTY MANAGEMENT

                     Criteria and Performance Measurements
                     -------------------------------------

                               PERSONAL PROPERTY

                                 -DISPOSITION-

              Criteria                              Measurements
              --------                              ------------                
 
1) Contractor has a program for         1)a Excess property will be disposed
disposition of excess/surplus           of within 9 months after excess
property.                               determination, trending toward a goal
                                        of six months.
 
                                        1)b  Documentation exists for 100
                                        percent of all disposition actions.
 
                                        1)c  Close-out/termination inventory
                                        will be current as of the date of
                                        contract completion or termination.
 
                                                                               7

EX-10.O.2

 
                                                                EXHIBIT 10(o)(2)



 Massachusetts Water Resources Authority Agreement with ICF Kaiser Engineers,
     Inc. through its wholly owned subsidiary of ICF Kaiser Engineers of 
  Massachusetts, Inc. for construction management services for Boston Harbor 
                             Project--Deer Island
               Related Facilities, Contract No. 5622 (June 1990)


     P    2.   Amendment No. 5 dated December 6, 1994



  [IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS EXHIBIT NO. 10(o)(2) 
                  FILED IN PAPER ON MAY 23, 1995, ON FORM SE 
                 PURSUANT TO A CONTINUING HARDSHIP EXEMPTION]

EX-10.P.1

 
                                                                Exhibit 10(p)(1)
                              Section 401(k) Plan
                      Amendment No. 1 dated April 24, 1995


     1.  Section 8.3(b) of the 401(k) Plan is amended effective January 1, 1993,
     to add the following to the end thereof:

          "Effective January 1, 1993, a Participant or "distributee" may elect
          at any time to have any portion of an "eligible rollover distribution"
          paid in a direct rollover to the trustee or custodian of an "eligible
          retirement plan" specified by the Participant or distributee,
          whichever is applicable.  Payment of a direct rollover in the form of
          a check payable to the trustee or custodian of an eligible retirement
          plan, for the benefit of the Participant or distributee, may be mailed
          to the Participant or distributee.  For purposes of this Section
          8.3(b) the following terms shall have the following meanings:

               (i)    "Distributee" means a surviving spouse or a spouse or
          former spouse who is an alternate payee under a "qualified domestic
          relations order."

               (ii)   "Eligible retirement plan" means an individual retirement
          account described in Section 408(a) of the Code, an individual
          retirement annuity described in Section 408(b) of the Code, an annuity
          plan described in Section 403(a) of the Code, or a qualified trust
          described in Section 401(a) of the Code that accepts an eligible
          rollover distribution; provided that if the distributee is a surviving
          spouse, an eligible retirement plan means an individual retirement
          account or individual retirement annuity.

               (iii)  "Eligible rollover distribution" means any distribution of
          all or a portion of the Participant's Account, but does not include a
          distribution (i) in installments over a period of ten years or more,
          or (ii) to the extent it is required under Section 401(a)(9) of the
          Code."

     2.  Section 9.5 of the 401(k) Plan is amended by deleting subsection (m)
     and replacing it with a new subsection (m) as follows:

          "To the extent required under Section 412 of ERISA, the Company
          shall secure fidelity bonding for the fiduciaries of the Plan.

          The Company or the Trustee (as directed by the Committee) shall obtain
          a policy or policies of insurance for the Committee (and other
          fiduciaries of the Plan) to cover liability or loss occurring by
          reason of the act or omission of a fiduciary.  If such insurance is
          purchased with Trust assets, the policy must permit recourse by the
          insurer against the fiduciary in the case of a breach of a fiduciary
          obligation by such fiduciary.  To the extent permitted by applicable
          law, applicable Certificates of Incorporation, and the applicable By-
          laws, the Company shall indemnify each member of the Committee, the
          Secretary of the Committee, and any agent of the Committee who is an
          employee or director of the Company (to the extent permitted by law)
          against any personal liability or expense resulting from his service
          on or for the Committee, except such liability or expense as may
          result from his own willful misconduct."

EX-10.R

 
                                                                   EXHIBIT 10(r)



Contract (#DE-AC3495RF00825) between Kaiser-Hill Company, LLC, a subsidiary   of
  the Corporation, and the U.S. Department of Energy dated as of April 4, 1995


  [IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS EXHIBIT NO. 10(r)
FILED IN PAPER ON MAY 23, 1995, ON FORM SE PURSUANT TO A CONTINUING HARDSHIP
EXEMPTION]

EX-10.B.B

 
                                                                  Exhibit 10(bb)
[ICF Kaiser Logo]

ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031-1207
703/934-3600  Fax 703/934-9740


                               December 31, 1994



James O. Edwards
Chairman and Chief Executive Officer
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA  22031-1207

Re:  Employment Arrangements
     -----------------------


Dear Jim:

     The purpose of this letter is to set forth our agreement with respect to
your employment by ICF Kaiser International, Inc. (the "Company").  The "ICF
Kaiser International, Inc. Standard Terms and Conditions of Employment for
Executive Personnel" attached hereto as Exhibit A and the "Senior Executive
Officers Severance Plan" (the "SEOSP") attached hereto as Exhibit B are
incorporated herein by reference to the extent not inconsistent with this
letter.  This letter and Exhibits A and B are sometimes hereinafter collectively
referred to as this "Agreement."

     1.   Employment Period; Duties.
          ------------------------- 

          (a) Employment and Employment Period.  The Company shall employ you to
              --------------------------------                                  
serve as Chairman and Chief Executive Officer of the Company for a period of
three years commencing December 31, 1994 (the "Employment Period").

          (b) Offices, Duties and Responsibilities.  You shall be a member of,
              ------------------------------------                            
and report to, the Board of Directors of the Company.  As Chief Executive
Officer of the Company, you shall have general and active management of the
business of the Company and shall see that all orders and resolutions of the
Board of Directors are carried into effect.  Without limiting the generality of
the foregoing, you shall have such powers and duties in the management of the
Company as generally pertain to the office of Chief Executive Officer, subject
to the overview and control of the Board of Directors.

     2.   Compensation and Fringe Benefits.
          -------------------------------- 

          (a) Base Compensation.  The Company shall pay you a base salary at the
              -----------------                                                 
rate of $325,000 per year through February 28, 1995, which shall increase by not
less than $25,000 beginning on March 1, 1995, paid in installments in accordance
with the

 
James O. Edwards
December 31, 1994
Page 2


Company's regular practice for compensating executive personnel.  Increases in
your base salary for periods during the Employment Period beginning on and after
March 1, 1995 beyond the $25,000 increase beginning on March 1, 1995 shall be
determined by the Compensation Committee of the Company's Board of Directors.

          (b) Non-Qualified Salary Deferral Plan.  You will be eligible for
              ----------------------------------                           
participation in the Company's Deferred Compensation Plan if and when that plan
is implemented.

          (c) Bonus Compensation.  You shall be entitled to receive bonuses as
              ------------------                                              
determined by the Compensation Committee of the Company's Board of Directors in
accordance with the provisions of the Senior Officers Bonus Plan.  The amounts
of such bonuses shall be determined by the Compensation Committee of the Board
of Directors.

          (d) Fringe Benefits.  You will receive such fringe benefits as are
              ---------------                                               
generally made available by the Company to executive personnel.  Such benefits
shall (i) include participation in the Company's defined contribution retirement
plan, 401(k) Plan, and health, term life and disability insurance programs and
reimbursement of reasonable expenses incurred in connection with travel and
entertainment related to the Company's business and affairs and (ii) be paid by
the Company in a manner, and to the extent, consistent with past practice.  In
addition, after termination you will continue to receive coverage under the
Company's health and disability insurance programs, at the Company's expense,
for the greater of (i) the period during which you are entitled to severance
benefits under the SEOSP, or (ii) the period provided by applicable laws.

          (e) Carryover Cash Payment.  On May 15, 1995, the Company will pay you
              ----------------------                                            
the special cash payment promised under your previous Executive Agreement in the
amount of $100,000 less such deductions as may be required to be withheld by
applicable law and regulation.  That amount shall be paid regardless of any
termination of this Agreement prior to May 15, 1995 by the Company.

          (f) Restructuring of Indebtedness.  Effective on the date hereof, your
              -----------------------------                                     
indebtedness to the Company will be restructured as provided in an amended and
restated promissory note in the form attached hereto as Exhibit C.  Subject to
that Exhibit C, such indebtedness shall be secured as provided in, and be
entitled to the benefits of, the Stock Pledge Agreements between you and the
Company referred to in Exhibit C.

 
James O. Edwards
December 31, 1994
Page 3



     3.   Stock Options.
          ------------- 

          (a) Cancellation of Certain Existing Options.  In contemplation of
              ----------------------------------------                      
this Agreement, effective on September 1, 1994, you agreed that the following
stock options would be cancelled, and of no further force and effect:


 
         Number of                             Exercise
          Options   Grant Date  Number Vested   Price
        ----------  ----------  -------------  --------
                                      
 
          35,000      05/14/90     35,000       $ 9.51
          32,000      12/20/90     16,000        11.12
           8,000      12/20/90      8,000        11.12
          22,000      05/06/91     22,000        16.23
 

          (b) New Options.  In contemplation of this Agreement, effective on
              -----------                                                   
September 1, 1994, the Company granted to you non-statutory stock options under
the Company's Stock Incentive Plan to purchase 150,000 shares of the Company's
common stock, par value $0.01 per share ("Common Stock"), at a purchase price
equal to the average of the closing prices of the Common Stock on the New York
Stock Exchange on the 20 trading days ending on September 1, 1994.  Such options
will be represented by a Stock Option Agreement in the form customarily used by
the Company for such agreements, containing the following provisions:

               (i) Option Term.  The options will expire on November 15, 1999,
                   -----------                                                
          subject to termination 180 days after you cease being employed by the
          Company for any reason.

               (ii) Vesting.  Twenty-five percent (25%) of the options will vest
                    -------                                                     
          on each of the first four anniversaries of May 15, 1994, except that
          if you terminate employment for "good reason" or ICF Kaiser terminates
          you without "cause," as those two terms are defined in the SEOSP, any
          and all then unvested stock options will vest in full on the effective
          date of such termination and not expire until 180 days thereafter.

     4.   Non-Competition.  You agree that for a period commencing as of the
          ---------------                                                   
date hereof and ending (i) on the date of termination of your employment (x) by
the Company for reasons that do not constitute "cause" as defined in the SEOSP
or (y) by you for "good reason" as defined in the SEOSP, and (ii) one year
following termination of your employment (x) by the Company for "cause" or (y)
by you for reasons that do not

 
James O. Edwards
December 31, 1994
Page 4


constitute "good reason," provided that the Company is not in material breach of
                          --------                                              
this Agreement (the "Non-Competition Period"), you will not, except as otherwise
provided herein, engage or participate, directly or indirectly, as principal,
agent, employee, employer, consultant, stockholder, partner or in any other
individual capacity whatsoever, in the conduct or management of, or own any
stock or any other equity investment in or debt of, any business (other than
through a sole proprietorship of which you are the only principal) which is
competitive with any business conducted by the Company.

     For the purpose of this Agreement, a business shall be considered to be
competitive with the business of the Company only if such business is engaged in
providing services (i) similar to (x) any service currently provided by the
Company or provided by the Company during the Employment Period; (y) any service
which in the ordinary course of business during the Non-Competition Period
evolves from or results from enhancements to the services provided by the
Company as of the date hereof or during the Employment Period; or (z) any future
service of the Company as to which you materially and substantially participated
in the design or enhancement, and (ii) to customers and clients of the type
served by the Company during the Non-Competition Period.

          (a) Non-Solicitation of Employees.  During the Non-Competition Period,
              -----------------------------                                     
you will not (for your own benefit or for the benefit of any person or entity
other than the Company) solicit, or assist any person or entity other than the
Company to solicit, any officer, director, executive or employee of the Company
or its affiliates to leave his or her employment.

          (b) Reasonableness.  You acknowledge that (i) the markets served by
              --------------                                                 
the Company are national and international and are not dependent on the
geographic location of executive personnel or the businesses by which they are
employed, (ii) the length of the Non-Competition Period is related to the length
of the Employment Period and the Company's agreement to provide severance
benefits as set forth in Section 5(b) of Exhibit A and in Exhibit B that, under
certain circumstances, will provide additional compensation to you upon the
termination of this Agreement; and (iii) the above covenants are reasonable on
their face, and the parties expressly agree that such restrictions have been
designed to be reasonable and no greater than is required for the protection of
the Company.

          (c) Investments.  Nothing in this Agreement shall be deemed to
              -----------                                               
prohibit you from owning equity or debt investments in any corporation,
partnership or other entity which is competitive with the Company, provided that
                                                                   --------     
such investments (i) are passive investments and constitute one percent (1%) or
less of the outstanding equity securities of such an entity the equity
securities of which are traded on a national securities exchange or other public
market, (ii) are approved by the Company, or (iii) consist of your investment in
a sole proprietorship of which you are the only principal.

 
James O. Edwards
December 31, 1994
Page 5


     5.   Termination of Prior Agreements.  Effective on the date hereof, all
          -------------------------------                                    
other agreements between you and the Company relating to the terms of your
employment, including, without limitation, the Restated Executive Agreement
dated as of December 20, 1990, the Restated Compensation Agreement dated as of
December 20, 1990 and the Letter Agreement dated November 17, 1989, each as
amended through the date hereof, are terminated and shall be of no further force
and effect.

     If you find the terms of your employment, as set forth above and in
Exhibits A and B, acceptable, please sign a copy of this letter and an Amended
and Restated Promissory Note in the form of Exhibit C and return them to Paul
Weeks, II.  Upon such acceptance and delivery, this letter, together with
Exhibits A and B, will constitute your employment agreement with the Company.

                              Very truly yours,

                              ICF KAISER INTERNATIONAL, INC.



                              By:
                                 -----------------------------------
                                     For the Compensation Committee
                                      of the Board of Directors

Accepted and Agreed:



------------------------- 
James O. Edwards

 
                                                                       Exhibit A

                         ICF Kaiser International, Inc.
                         Standard Terms and Conditions
                     of Employment for Executive Personnel


     Exhibit A to the Employment Agreement (the "Base Agreement") dated December
31, 1994, between ICF Kaiser International, Inc. (the "Company") and James O.
Edwards (the "Executive").  This Exhibit A, the Senior Executive Officers
Severance Plan (the "SEOSP," attached as Exhibit B to the Base Agreement) and
the Base Agreement are collectively referred to as this "Agreement."

     1.   Devotion to Interests of the Company.  Except as expressly authorized
          ------------------------------------                                 
by the Company's Board of Directors, until the effective date of notice of
termination of this Agreement by either the Executive or the Company, with or
without cause, the Executive shall render his business services solely in the
performance of his duties under this Agreement.  The Executive shall use his
best efforts to promote the interests and welfare of the Company.

     2.   Trade Secrets.  The Executive shall not use or disclose to third
          -------------                                                   
parties any of the Company's trade secrets or other confidential information.
The term "trade secrets or other confidential information" includes, by way of
example, matters of a technical nature, such as scientific, trade and
engineering secrets, "know-how," formulae, secret processes or machines,
inventions, computer programs (including documentation of such programs) and
research projects, and matters of a business nature, such as proprietary
information about costs, profits, markets, sales, lists of customers, and other
information of a similar nature to the extent not available to the public, and
plans for future development.  After termination of this Agreement, the
Executive shall not use or disclose trade secrets or other confidential
information unless such information becomes a part of the public domain other
than through a breach of this Agreement or is disclosed to the Executive by a
third party who is entitled to receive and disclose such information.

     3.   Return of Documents and Property.  Upon the effective date of notice
          --------------------------------                                    
of the Executive's or the Company's election to terminate this Agreement, or at
any time upon the request of the Company, the Executive (or his heirs or
personal representatives) shall deliver to the Company (a) all documents and
materials containing trade secrets or other confidential information relating to
the Company's business and affairs, and (b) all documents, materials and other
property belonging to the Company, which in either case are in the possession or
under the control of the Executive (or his heirs or personal representatives).

     4.   Discoveries and Works.  All discoveries and works made or conceived by
          ---------------------                                                 
the Executive during his employment by the Company, jointly or with others, that
relate to the Company's activities shall be owned by the Company.  The term
"discoveries and works" includes, by way of example, inventions, computer
programs (including documentation of such programs), technical improvements,
processes, drawings and works of authorship.  The Executive shall (a) promptly
notify, make full disclosure to, and execute and deliver any documents requested
by, the Company to evidence or better assure title to such discoveries and works
in the Company, (b) assist the Company in

                                      A-1

 
Exhibit A
ICF Kaiser International, Inc.
Standard Terms and Conditions

obtaining or maintaining for itself at its own expense United States and foreign
patents, copyrights, trade secret protection or other protection of any and all
such discoveries and works, and (c) promptly execute, whether during his
employment by the Company or thereafter, all applications or other endorsements
necessary or appropriate to maintain patents and other rights for the Company
and to protect its title thereto. Any discoveries and works which, within six
months after the termination of the Executive's employment by the Company, are
made, disclosed, reduced to a tangible or written form or description, or are
reduced to practice by the Executive and which pertain to the business carried
on or products or services being sold or developed by the Company at the time of
such termination shall, as between the Executive and the Company, be presumed to
have been made during the Executive's employment by the Company. Set forth on
Schedule I attached hereto is a list of inventions, patented or unpatented,
including a brief description thereof, which are owned by the Executive, which
the Executive conceived or made prior to his employment by the Company and its
affiliates and which are excluded from this Agreement.

     5.   Termination.
          ----------- 

          (a) The Company may terminate this Agreement, with or without "cause,"
upon 90 days' prior written notice; and the Executive may terminate this
Agreement, with or without "good reason," upon 90 days' prior written notice.
Throughout this Agreement, the terms "cause" and "good reason" shall have the
meanings as set forth in the SEOSP, dated as of April 4, 1994.  For purposes of
the SEOSP, your date of hire shall be September 1, 1974.

          (b) In the event the Company elects to terminate this Agreement
without "cause," or the Executive elects to terminate this Agreement for "good
reason," the Company shall pay to the Executive, in addition to any amounts paid
or payable under other provisions of this Agreement or any other agreements
between the Company and the Executive, (i) a severance payment in accordance
with the provisions of the SEOSP dated as of April 4, 1994, and (ii) an amount
determined in writing by the Compensation Committee of the Board of Directors to
be the pro-rated portion of the bonus that would be due to the Executive for the
fiscal year during which the termination takes place, such pro-rated portion of
bonus to be paid in a cash lump sum with deduction of such amounts as may be
required to be withheld under applicable law and regulations.  In addition, in
the event the Company elects to terminate this Agreement without "cause" or the
Executive elects to terminate this Agreement for "good reason," all unvested
stock options will vest in full on the effective date of termination and expire
180 days thereafter.  All other compensation and benefits provided for in this
Agreement shall cease upon such termination and payment, except that the Company
shall continue the Executive's then existing health insurance benefits, paid by
the Company in a manner, and to the extent, consistent with past practice in
effect at the time of termination, for a period of 180 days after the effective
date of such termination.

                                      A-2

 
Exhibit A
ICF Kaiser International, Inc.
Standard Terms and Conditions


          (c) In the event the Company terminates this Agreement for "cause" or
the Executive terminates this Agreement without "good reason," the Executive's
rights under this Agreement shall cease as of the effective date of such
termination, except that any stock options that are vested on the effective date
of such termination shall be exercisable for a period of 180 days after such
date.  All stock options that are not vested on the effective date of such
termination shall terminate on such date.

          (d) If, prior to the expiration or termination of the Employment
Period, the Executive shall be unable to perform the essential functions of his
employment position under the Base Agreement, with or without reasonable
accommodation, by reason of disability or impairment of health for at least six
consecutive calendar months, the Company shall have the right to terminate this
Agreement by giving written notice to the Executive to that effect, but only if
at the time such notice is given such disability or impairment is still
continuing.  After giving such notice, the Employment Period shall terminate
with the payment of the Executive's base compensation for the month in which
notice is given, and the Company shall have no further obligations under this
Agreement, except that (i) any stock options that are vested on the effective
date of such termination shall be exercisable for a period of 180 days after
such date and (ii) the Company shall pay to the Executive, within five business
days of the effective date of the termination, an amount determined in writing
by the Compensation Committee of the Board of Directors to be the pro-rated
portion of the bonus that would be due to the Executive for the fiscal year
during which the termination takes place, such pro-rated portion of bonus to be
paid in a cash lump sum with deduction of such amounts as may be required to be
withheld under applicable law and regulations.  In the event of a dispute as to
whether the Executive is unable to perform the essential functions of his
employment position under the Base Agreement, with or without reasonable
accommodation, either party may from time to time request a medical examination
of the Executive by a doctor appointed by the Chief of Staff of a hospital
selected by mutual agreement of the parties, or as the parties may otherwise
agree, and the written medical opinion of such doctor shall be conclusive and
binding upon the parties as to whether the Executive has become disabled and the
date when such disability arose.  The cost of any such medical examinations
shall be borne by the Company.

          (e) If, prior to the expiration or termination of the Employment
Period, the Executive shall die, the Company shall pay to the Executive's estate
his base compensation through the end of the month in which the Executive's
death occurred, at which time the Employment Period shall terminate without
further notice and the Company shall have no further obligations under this
Agreement, except that (i) any stock options that are vested on the date of such
termination of the Employment Period shall be exercisable by the Executive's
estate for a period of 180 days after such date and (ii) the Company shall pay
to the Executive (or his estate), within five business days of the effective
date of the termination, an amount determined in writing by the Compensation
Committee of the Board of Directors to be the pro-rated portion of the bonus
that would be due to the Executive for the fiscal year during which the
termination takes place, such pro-rated portion of bonus to be paid in a cash
lump sum with

                                      A-3

 
Exhibit A
ICF Kaiser International, Inc.
Standard Terms and Conditions


deduction of such amounts as may be required to be withheld under applicable law
and regulations.

          (f) Nothing contained in Sections 5(d) or 5(e) shall impair or
otherwise affect any rights and interests of the Executive under any
compensation plan or arrangement of the Company which may be adopted by the
Board of Directors, or the Compensation Committee of the Board of Directors, of
the Company.

     6.   Severability.  Should any provision of this Agreement be determined to
          ------------                                                          
be unenforceable or prohibited by any applicable law, such provision shall be
ineffective to the extent, and only to the extent, of such unenforceability or
prohibition without invalidating the balance of such provision or any other
provision of this Agreement, and any such unenforceability or prohibition in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     7.   Assignment.  The Executive's rights and obligations under this
          ----------                                                    
Agreement shall not be assignable by the Executive.  The Company's rights and
obligations under this Agreement shall not be assignable by the Company except
as incident to the transfer, by merger or otherwise, of all or substantially all
of the business of the Company.  In the event of any such assignment by the
Company, all rights of the Company under this Agreement shall inure to the
benefit of the assignee.

     8.   Miscellaneous.  The Base Agreement and Exhibits A and B constitute the
          -------------                                                         
entire agreement, and supersede all prior agreements, of the parties hereto
relating to the subject matter hereof, and there are no written or oral terms or
representations made by either party other than those contained herein.  The
validity, interpretation, performance and enforcement of the Base Agreement,
this Exhibit A and Exhibit B to the Base Agreement shall be governed by the laws
of the Commonwealth of Virginia.  The headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.

                                      A-4

 
                                                                      Schedule I

                       INVENTIONS OWNED BY THE EXECUTIVE

                                      NONE

 
                                                                       Exhibit B
                                     SEOSP



                                      B-1

 
                                                                       Exhibit C
                      AMENDED AND RESTATED PROMISSORY NOTE

$1,028,066.27                                                  December 31, 1994


     FOR VALUE RECEIVED, the undersigned promises to pay on December 31, 1997,
to the order of ICF Kaiser International, Inc., a Delaware corporation, its
successors and assigns ("ICF Kaiser"), at 9300 Lee Highway, Fairfax, Virginia
22031-1207, or at such other place as the holder hereof may from time to time
designate in writing, the principal sum of $1,028,066.27 plus accrued interest
on such principal sum from the date hereof.  Interest shall accrue on the unpaid
principal balance hereof from time to time outstanding after the date hereof at
the rate of 6.34% per annum.  Interest shall be calculated on the basis of a
365-day year for the actual number of days elapsed.  This Note may be prepaid,
in whole or in part, at any time.

     This Note is a continuation of the Promissory Notes dated January 14, 1991,
August 22, 1991, and January 24, 1992, in the respective principal amounts of
$622,740, $50,000, and $150,000 (collectively, the "Predecessor Notes"), the
principal amount hereof represents the aggregate principal of and accrued
interest on the Predecessor Notes as of the date hereof, and this Note shall
constitute the "Obligations" referred to in, and is entitled to the benefits of,
those certain Pledge Agreements dated February, 28, 1991, August 22, 1991, and
January 24, 1992 between the undersigned and ICF Kaiser (the "Pledge
Agreements"), pursuant to which an aggregate of 130,665 shares of ICF Kaiser
Common Stock (the "Pledged Shares") are pledged as collateral security for the
indebtedness evidenced hereby.  Except for recourse to the Pledged Shares as
provided in the Pledge Agreements, this Note is non-recourse to the undersigned.

     If ICF Kaiser is the holder hereof as of December 31, 1995, in addition to
its rights under the Pledge Agreements, ICF Kaiser shall have the right, at its
option upon 60 days' prior written notice (the "Notice Period") given to the
undersigned at any time after November 1, 1995, to cancel this Note and the
indebtedness evidenced hereby in exchange for such number of the Pledged Shares
as have an aggregate Market Value (as defined below) as of the date of
cancellation equal to the amount of indebtedness represented hereby as of such
date, provided, however, that the undersigned shall have the right, at any time
      --------  -------                                                        
during the Notice Period, to prevent such exchange by prepaying this Note,
including accrued interest to the date of prepayment, prior to the expiration of
the Notice Period.  Upon the exchange contemplated by the immediately preceding
sentence, the undersigned shall convey the Pledged Shares to be exchanged in
cancellation of this Note to ICF Kaiser free and clear of all liens and
encumbrances, and upon any such exchange or any prepayment of this Note as
contemplated by the proviso to the immediately preceding sentence, ICF Kaiser
shall return to the undersigned this Note marked "canceled" and any Pledged
Shares not exchanged in cancellation of this Note, and the Pledge Agreements
shall terminate.

     As used herein, the term "Market Value" means, on any date specified herein
for the determination hereof, the average daily Market Price of ICF Kaiser
Common Stock during the period of 20 days, ending on such date, on which the
national securities exchanges were open for trading, and the term "Market Price"
means, per share of ICF Kaiser Common Stock on any date specified herein, (a)
the last sale price of the ICF

                                      C-1

 
Kaiser Common Stock on such date or, if no such sale takes place on such date,
the average of the closing bid and asked prices on such date, in each case as
officially reported on the principal national securities exchange on which ICF
Kaiser Common Stock is then listed or admitted to trading, or (b) if ICF Kaiser
Common Stock is not then listed or admitted to trading on any national
securities exchange, but is designated as a national market system security by
the NASD, the last trading price of ICF Kaiser Common Stock on such date, or (c)
if there shall have been no trading on such date or if ICF Kaiser Common Stock
is not so designated, the average of the reported closing bid and asked prices
of ICF Kaiser Common Stock on such date as shown by NASDAQ and reported by any
member firm of the New York Stock Exchange selected by ICF Kaiser, or (d) if
neither (a), (b) nor (c) is applicable in respect of ICF Kaiser Common Stock, a
market price per share determined at ICF Kaiser's expense by an appraiser chosen
by ICF Kaiser.

     The undersigned expressly waives presentment, demand, protest and other
notice of any kind.

     The undersigned hereby agrees that any suit, action or proceeding against
the undersigned arising out of or relating to this Note shall be brought in any
Federal or state court located in the Commonwealth of Virginia, and the
undersigned hereby submits to the exclusive jurisdiction of such court for the
purpose of any such suit, action or proceeding.  A final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
To the extent that service or process by mail is permitted by applicable law,
the undersigned hereby irrevocably consents to the service of process in any
such suit, action or proceeding in such courts by the mailing of such process by
registered or certified mail, postage pre-paid, at his address for notices
provided for in the Pledge Agreements.  The undersigned hereby irrevocably
agrees not to assert (a) any objection he may ever have to the laying of venue
of any such suit, action or proceeding in any Federal or state court located in
the Commonwealth of Virginia and (b) any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.

     The undersigned hereby waives the right to trial by jury in any judicial
proceeding related to this Note.

                                      C-2

 
     This Note shall be governed in all respects by the laws, excluding laws
relating to conflicts of laws, of the Commonwealth of Virginia and shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.



                                                  ---------------------------- 
                                                  James O. Edwards

Accepted and Agreed:

ICF KAISER INTERNATIONAL, INC.



By:
   ----------------------------------- 
     For the Compensation Committee
     of the Board of Directors

                                      C-3

EX-10.J.J

 
                                                                Exhibit  10 (jj)
[ICF Kaiser Logo]

ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA 22031-1207
703/934-3600  Fax 703/934-9740



                                                            April 19, 1994



Michael K. Goldman
Executive Vice President
ICF Kaiser International, Inc.
9300 Lee Highway
Fairfax, VA  22031-1207

Re:  Employment Arrangements
     -----------------------


Dear Michael:

     The purpose of this letter is to set forth our agreement with respect to
your employment by ICF Kaiser International, Inc. and its subsidiaries and
affiliates (the "Company") as follows:

1.   As we discussed last month, the Company (with the concurrence of IFINT-USA,
Inc.) has determined that it was in the best interests of the Company to: i)
terminate your Executive Agreement dated as of December 20, 1990 as subsequently
amended, effective as of February 28, 1994; and ii) terminate your Compensation
Agreement dated as of December 20, 1990 as subsequently amended, effective as of
February 28, 1994 (together, the December Agreements).

2.   The Company shall make the $50,000 1994 Special Cash Payment provided for
in the December Agreements to you on or before May 15, 1994, such payment not to
be considered as part of your salary or your FY 1995 or any other year's bonus.

3.   On or before May 15, 1994, you shall make the May 15, 1994 interest payment
in respect of your outstanding loan made under the provisions of Section 4 of
the Compensation Agreement referred to above.  The current amount of the loan is
$191,647.

4.   Effective May 16, 1994, the terms of the loan shall be amended to provide
that: a) the principal shall be due upon demand by the Company, but no later
than February 28, 1999; b) interest from May 16, 1994, shall accrue on the
outstanding principal at 6% per annum; c) payment of interest shall be deferred
until such time as the principal is due and no interest shall accrue or be
payable on such deferred interest; and d) if, at the time of demand (February
28, 1999, if no demand is earlier made), the value of the stock you have pledged
under your Stock Pledge Agreement dated February 28, 1991 is less than the then
outstanding amount of principal and interest, the Company will retire the
principal and interest in a tax advantageous way to you.  By tax advantageous, I
mean that you will be considered to have sold your pledged shares at the highest
price permitted by the Company's agreements and covenants relating to its debt
and equity instruments and the Company shall attempt

 
Michael K. Goldman
April 19, 1994
Page 2


to minimize the amount of ordinary income attributed to you.  In any event, the
principal and interest under the note shall remain non-recourse to you.

5.   Indemnification pursuant to the December Agreements shall continue for acts
or omissions during the term of the December Agreements (December 20, 1990,
through February 28, 1994); indemnification for acts or omissions during other
time periods shall be that generally available under the Articles of
Incorporation/By-laws of the various companies to officers and employees of each
such company.

6.   All of your outstanding options that have not yet vested are now vested as
of March 1, 1994, and all of your other options remain vested and exercisable in
accordance with their terms.

7.   All other obligations and benefits of the December Agreements will
terminate as of February 28, 1994.

8.   You will serve as an at will employee of the Company at a salary of
$175,000 per year and with other benefits equal to those provided to other
senior managers of the Company, and you will continue to be an Executive Vice
President of ICF Kaiser International, Inc. You will participate in the
Company's incentive compensation plan and have senior management
responsibilities in the finance and administration areas.

9.   You are hereby designated a participant in the Senior Executive Officers
Severance Plan (SEOSP), a copy of which is attached, or any successor plan, and
entitled to the benefits thereunder, provided that a change of title to Senior
Vice President of ICF Kaiser International, Inc. or equivalent will not be
considered "good reason" under the SEOSP, nor will it affect your participation
in, or benefits or rights under, the SEOSP.  Any other change in title without
your express written consent will be considered "good reason" under the SEOSP.

10.  In consideration for the payments and agreements set forth above, you, on
behalf of yourself, your successors and assigns, hereby release and forever
discharge the Company and any and all of its respective current, former or
future affiliated entities, subsidiaries, departments, officers, directors,
employees, representatives, agents, attorneys, successors and assigns, from any
and all claims and cases of action (whether known or unknown) which you have, or
may in the future have, against them in law or equity, under Federal, state,
District of Columbia or other local law, relating to or arising out of the
December Agreements.

11.  In consideration for the payments and agreements set forth above, the
Company, on behalf of itself and any and all of its respective current, former
or future affiliated entities, subsidiaries, departments, officers, directors,
employees, representatives, agents, attorneys, successors and assigns, hereby
releases and forever discharges you from any and all claims and causes of action
(whether known or unknown) which they have, or may in the future have, against
you in law or equity, under Federal, state, District of Columbia or other local
law, relating to or arising out of the December Agreements.

 
Michael K. Goldman
April 19, 1994
Page 3


12.  You will be considered for any position within the Company for which you
are qualified and, if you are offered any such position, the compensation
offered will not be adversely affected by your salary or bonus range as
established pursuant to this agreement.

     Please indicate your agreement with and acceptance of these actions by
signing below.


Very truly yours,


/s/
_______________________________________
James O. Edwards
Chairman and Chief Executive Officer



I agree with and accept these actions


/s/
_______________________________________
Michael K. Goldman, April 19, 1994

EX-21

 
                                                                      Exhibit 21

                         ICF KAISER INTERNATIONAL, INC.

                                9300 Lee Highway
                            Fairfax, Virginia 22031
                                 (703) 934-3600


 
                                                                    Jurisdiction
Wholly Owned Subsidiaries:                                         of Formation:
--------------------------                                         -------------
                                                                

I.  Clement International Corporation                              Delaware

 
I.  Cygna Group, Inc.                                              Delaware
    II.   Liability Risk Management, Inc.                          California
 
I.  Global Trade & Investment, Inc.                                Delaware
 
I.  ICF Cannon Associates, Inc.                                    Delaware
 
I.  ICF Consulting Associates, Inc.                                Delaware
 
I.  ICF Incorporated                                               Delaware
 
I.  ICF Information Technology, Inc.                               Delaware
    II.   Phase Linear Systems Incorporated                        Delaware
 
I.  ICF Kaiser Engineers Massachusetts, Inc.                       Delaware
                             
I.  ICF Kaiser Government Programs, Inc.                           Delaware
 
I.  ICF Kaiser Hanford Company                                     Delaware
 
I.  ICF Kaiser Holdings Unlimited, Inc.                            Delaware
    II.   Cygna Consulting Engineers and Project Management, Inc.  California
    II.   Excell Development Construction, Inc.                    Delaware
          III.   International Systems, Inc.                       Colorado
    II.   ICF Kaiser Engineers Eastern Europe, Inc.                Delaware
    II.   ICF Leasing Corporation, Inc.                            Delaware

I.  ICF Resources Incorporated                                     Delaware
    II.   ICF R G.P. No. 1, Inc.                                   Delaware
    II.   HBG Hawaii, Inc.                                         Delaware
    II.   HBG International, Inc.                                  Delaware
 
I.  Kaiser Engineers Pacific, Inc.                                 Nevada
 
I.  Monument Select Insurance Company                              Vermont
 
I.  Tudor Engineering Company                                      Delaware



                                 - Page 1 of 2 -      Current as of May 15, 1995

 
                                                  ICF KAISER INTERNATIONAL, INC.


 
                                                                    Jurisdiction
Wholly Owned Subsidiaries:(continued):                             of Formation:
--------------------------------------                             -------------
                                                                

I.  ICF Kaiser Engineers Group, Inc.                                   Delaware
    II.   Henry J. Kaiser Company                                        Nevada
    II.   ICF Florida First, Inc.                                      Delaware
    II.   ICF Kaiser Engineers, Inc.                                       Ohio
          III.  ICF Kaiser Engineers (California) Corporation          Delaware
          III.  ICF Kaiser Engineers Corporation                       New York
          III.  ICF Kaiser Engineers of Michigan, Inc.                 Michigan 
          III.  ICF Kaiser International Planning & Design, Inc.   Pennsylvania
          III.  ICF Kaiser Remediation Company                         Delaware
          III.  Kaiser Engineers Australia Pty. Limited (50%)         Australia
                IV. Kaiser Engineers (NZ) Ltd (99%)                 New Zealand
          III.  Kaiser Engineers and Constructors, Inc.                  Nevada
                IV. ICF Pty. Ltd. (50%)                               Australia
                IV. Kaiser Engineers Limited (0.02%)                       U.K.
                IV. Kaiser Engineers Australia Pty. Limited (50%)     Australia
                IV. Kaiser Engenharia de Portugal Limitada (50%)       Portugal
                IV. Kaiser Engineers (NZ) Ltd (1%)                  New Zealand
                IV. Kaiser Engineers Pty. Ltd. (50%)                  Australia
                IV. Kaiser Ingenieria de Chile Limitada (51%)             Chile
          III.  Kaiser Engineers International, Inc.                     Nevada
                IV. ICF Pty. Ltd. (50%)                               Australia
                IV. Kaiser Engenharia de Portugal Limitada (50%)       Portugal
                IV. Kaiser Engineers Pty. Ltd. (50%)                  Australia
                IV. Kaiser Ingenieria de Chile Limitada (49%)             Chile
          III.  Kaiser Engineers Limited (99.98%)                          U.K.
                IV. Kaiser Engineers Technical Services Limited 
                     (75%)                                               Cyprus
                IV. Kaiser Engineers (UK) Limited (50%)                    U.K.
          III.  Kaiser Engineers (UK) Limited (50%)                        U.K.
                IV. Kaiser Engineers Technical Services Limited 
                     (25%)                                               Cyprus
          III.  Kaiser Engenharia e Constructoes Limitada                Brazil
          III.  KE, Inc.                                            Philippines
          III.  KE, Inc. (dba in Massachusetts:  Kaiser Engineers 
                 Co.)                                                  Delaware
          III.  KE Services Corporation                                Delaware
          III.  La Compagnie Henry J. Kaiser Company (Canada) 
                 Ltee.                                                   Canada
          III.  Overseas Constructors & Engineers, Inc.                Delaware
          III.  PCI Operating Company, Inc.                            Delaware
          III.  Temporary Engineering Services, Inc.                   Delaware
    II.   ICF Technology Incorporated                                  Delaware
    II.   International Waste Energy Systems, Inc.                     Delaware
    II.   KE Livermore, Inc.                                           Delaware


                                 - Page 2 of 2 -     Current as of May 15, 1995

EX-23

 
                                                                      EXHIBIT 23



                       CONSENT OF INDEPENDENT ACCOUNTANTS



     We consent to the incorporation by reference in the registration statements
of ICF Kaiser International, Inc. (the Company) on Forms S-8 [Registration Nos.
33-42677 (Non-employee Directors Stock Option Plan), 33-42678 (Stock Incentive
Plan), 33-51460 (Section 401(k) Plan), and 33-51812 (Employee Stock Purchase
Plan)] and on Form S-3 [Registration No. 33-51677 (600,000 Warrants)] of our
report dated April 21, 1995, on our audits of the consolidated financial
statements and financial statement schedules of ICF Kaiser International, Inc.
as of February 28, 1995 and February 28, 1994, and for the three years ended
February 28, 1995, which report is included in the Company's Annual Report on
Form 10-K.



                                                        Coopers & Lybrand L.L.P.



Washington, D.C.
May 22, 1995

EX-27

 


 
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
                             
<PERIOD-TYPE>                              12-MOS
<FISCAL-YEAR-END>                          FEB-28-1995
<PERIOD-START>                             MAR-01-1994
<PERIOD-END>                               FEB-28-1995
<EXCHANGE-RATE>                                      1
<CASH>                                      28,233,000
<SECURITIES>                                         0
<RECEIVABLES>                              149,724,000
<ALLOWANCES>                                 9,864,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                           193,743,000
<PP&E>                                      42,557,000
<DEPRECIATION>                              29,648,000
<TOTAL-ASSETS>                             281,422,000
<CURRENT-LIABILITIES>                      100,878,000
<BONDS>                                    126,733,000
<COMMON>                                       210,000
<PREFERRED-MANDATORY>                       19,617,000
<PREFERRED>                                          0
<OTHER-SE>                                  27,414,000
<TOTAL-LIABILITY-AND-EQUITY>               281,422,000
<SALES>                                              0
<TOTAL-REVENUES>                           861,518,000
<CGS>                                                0
<TOTAL-COSTS>                              393,096,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                             1,320,000
<INTEREST-EXPENSE>                          14,799,000
<INCOME-PRETAX>                              1,239,000
<INCOME-TAX>                                 2,900,000
<INCOME-CONTINUING>                         (1,661,000)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                (1,661,000)
<EPS-PRIMARY>                                    (0.18)
<EPS-DILUTED>                                    (0.18)

<F1>Excludes current portion of bonds, mortgages, and similar debt.
<F2>Represents gross revenue which includes costs of certain services subcontracted
to third parties and other reimbursable direct project costs, such as materials
procured by the Company on behalf of its customers.
<F3>Excludes subcontract and direct material costs of $405,819,000.