8-K

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



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                   __________


                                    FORM 8-K

                                 CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported) - April 5, 1996


                                   __________


                          LOCKHEED MARTIN CORPORATION
             (Exact name of registrant as specified in its charter)


          MARYLAND                       1-11437                 52-1893632
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of Incorporation)                                       Identification No.)

6801 ROCKLEDGE DRIVE, BETHESDA, MARYLAND      20817
(Address of principal executive offices)    (Zip Code)



                                 (301) 897-6000
              (Registrant's telephone number, including area code)


                                   __________


                                 NOT APPLICABLE
             (Former name or address, if changed since last report)


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


 
ITEM 5.  OTHER EVENTS

     On March 15, 1995, Lockheed Corporation ("Lockheed") and Martin Marietta
Corporation ("Martin Marietta") consummated a transaction (the "Combination")
pursuant to which Lockheed and Martin Marietta became wholly-owned subsidiaries
of a new holding corporation, Lockheed Martin Corporation ("Lockheed Martin").
Effective January 28, 1996, Lockheed and Martin Marietta were merged with and
into Lockheed Martin.

     Following the filing of a "Complaint for Permanent Injunction and Certain
Ancillary Relief" by the Securities and Exchange Commission (the "Commission")
in the United States District Court for the District of Columbia on April 13,
1976 (Securities and Exchange Commission v. Lockheed Aircraft Corporation, et.
al. Civil Action No. 76-0611), Lockheed (then known as Lockheed Aircraft
Corporation) consented to the entry of a Final Judgment of Permanent Injunction
which incorporates a Consent and Undertaking pursuant to which Lockheed, among
other things, represented to the Commission that its Board of Directors had
adopted, implemented and would maintain a Statement of Policies and Procedures
(the "Statement") with respect to payments by Lockheed to any official or
employee of any government or any official or employee of any entity owned
and/or controlled by any government which payments would be unlawful under the
laws of the United States or such foreign country.

     In addition, Lockheed agreed to file a copy of the Statement with the
Commission as an Exhibit to a Current Report on Form 8-K and a copy of Lockheed
Management Policy Statement (MPS) 168 which contains the Statement was so filed
as Exhibit E to Lockheed's Current Report on Form 8-K, dated May 6, 1976.
Further, Lockheed represented to the Commission that, in the event that there
was an intent to change the policy embodied in the Statement, at least 10 days
prior to the effectiveness of the contemplated policy change, Lockheed would
file a copy of the revised Statement via a Current Report on Form 8-K.

     As a result of the Combination, Lockheed no longer had securities
registered pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934.  Consequently, in accordance with Lockheed's representation, on May 4,
1996, Lockheed Martin filed on behalf of Lockheed a Current Report on Form 8-K
which included as an exhibit Lockheed Martin Procedure No.: INT-01.  Lockheed
Martin Procedure INT-01 had as its subject consultants to Lockheed Martin and,
upon its effectiveness, supplanted MPS 168.

     INT-01 was an interim procedure and Lockheed Martin proposes to replace it
with Lockheed Martin Corporate Policy Statements (CPS) CPS-703 and CPS-704
pertaining to domestic consultants and international consultants respectively.
Consequently, Lockheed Martin is filing this Current Report on Form 8-K on
behalf of its

                                     - 1 -

 
former subsidiary Lockheed and has included as an exhibit to this filing its
proposed procedure CPS-704.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

A.   Financial Statements

     None.

B.   Exhibits

Exhibit No.         Description
- -----------         -----------

   99               Lockheed Martin Corporation Corporate Policy Statement No:
                    CPS-704 (International Consultants)

                                     - 2 -

 
                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    LOCKHEED MARTIN CORPORATION


                                    /s/ STEPHEN M. PIPER
                                    -----------------------------
                                        Stephen M. Piper
                                        Assistant General Counsel


5 April 1996

                                     - 3 -

 
                               INDEX TO EXHIBITS
 

Exhibit No.         Description                               Page
- -----------         -----------                               ----

   99               Lockheed Martin Corporation
                    Corporate Policy Statement No: CPS-704
                    (International Consultants)

EX-99

 
                                                                      EXHIBIT 99
                                                                      ----------


Corporate Headquarters
Corporate Policy Statement No:  CPS-704
Issued:
Revision No: Original
Copyright 1996 by Lockheed Martin Corporation
IMPORTANT NOTICE:  A hard copy of this document may not be the document
currently in effect.  The current version is always the version on the Lockheed
Martin Network.

Subject: International Consultants

This Corporate Policy Statement (CPS) contains the following sections:

1.0  Policy
2.0  Definitions
3.0  Exclusions
4.0  Restrictions
5.0  Preliminary Legal Determination
6.0  Approval Process
7.0  Terms of Agreement
8.0  Payment of Fees and Expenses
9.0  Administration

All Exhibits and Forms required by this CPS are contained in the International
Consultant Administration Manual.

Click here for General Applicability statement

1.0  POLICY

1.1  It is Lockheed Martin policy to contract for international consultants on a
selective, as-needed basis and only after determining that the special expertise
needed is not available within the Corporation.  Such international consultants
must comply with the laws and regulations of the foreign countries in which they
operate (except to the extent inconsistent with United States law) and the laws
and regulations of the U.S., particularly the provisions of the Foreign Corrupt
Practices Act (FCPA), the Consent Decree dated April 13, 1976 between Lockheed
Corporation and the Securities and Exchange Commission, and the Consent Order
dated June 23, 1978 between Lockheed Corporation and the Federal Trade
Commission.

1.2  It is Lockheed Martin policy that its consultants be bound by the
applicable provisions of the Corporation's Code of Ethics and Business Conduct,
Setting the Standard ("the Code").

1.3  It is Lockheed Martin policy that no payments will be made to, and no work
for the Corporation will be done by, any international consultant subject to
this CPS until a written

                                     - 1 -

 
agreement, approved as provided in this CPS, has been executed by both parties.

1.4  Violation of this policy, or the making of any commitment in violation of
this policy, can result in severe disciplinary action, including termination of
employment.

1.5  It is Lockheed Martin policy that, with respect to entities controlled
(but not wholly-owned) by the Corporation (normally an ownership interest in
excess of 50%), the Vice President and Chief Counsel or his or her designee
shall ensure that policies substantially similar to this CPS are adopted.  With
respect to entities with which the Corporation has a substantial (but not
controlling) ownership interest, (i.e., 20%-50%), the Vice President and Chief
Counsel or his or her designee shall ensure that such entities have adopted
appropriate controls and are taking the steps necessary to effect compliance
with the requirements of this CPS by all of their officers, employees and
consultants.

2.0  DEFINITIONS

International Consultant - An individual or firm possessing special knowledge,
expertise, skill or training which may be combined with operational experience.
The capabilities possessed by a consultant are generally not available within
the Corporation.  For purposes of this procedure, the term "international
consultant" or "consultant" will include any agent, representative, broker, or
any other person or firm by whatever name known, of U.S. or any other
nationality, who has or is likely to have contact with a foreign customer
(including contact in the U.S.) and is hired or otherwise retained to provide
services directly related to obtaining, retaining, or facilitating business or
business opportunities, including offset/countertrade commitments to foreign
governments, in or with any foreign country or foreign firm by:  (a) advising
Lockheed Martin management in connection with business development, acquisition,
or retention in such environment; or (b) representing Lockheed Martin in
connection with sales efforts involving foreign customers, foreign firms, or
foreign governments,  except as specifically excluded in section 3.0 below.

Note:  In any instance where it is not clear whether an individual or firm is a
consultant, the matter must be referred to the element's Legal department for
determination.

Consultant Review Board (CRB) - The CRB is responsible for reviewing and
approving proposed consultant arrangements which exceed the thresholds set forth
in Exhibit C, Consultant Review Board/Consultant Review Committee Guidelines,
("CRB/CRC Guidelines").  The CRB comprises the Vice President of Domestic
Business Development, Vice President and Controller, Vice President and Chief
Counsel, and the corporate Manager of

                                     - 2 -

 
Consultant Services (corporate Legal department), who will serve as a non-voting
Executive Director.

Consultant Review Committee (CRC) - The CRC is responsible for reviewing and
approving proposed consultant arrangements which exceed the thresholds set forth
in the CRB/CRC Guidelines.  The CRC has additional responsibility for approving
corporate policies and procedures with respect to international consultants;
approving the Corporation's standard terms and conditions for use in all
consultant agreements; and establishing the CRB and CRC review thresholds.  The
CRC comprises the Senior Vice President and Chief Financial Officer, corporate
Vice President and General Counsel, and Vice President of Domestic Business
Development.  A Sector President will participate on a rotating, non-conflict
basis as a voting member of the CRC for purposes of reviewing proposed post-
award services agreements or subcontracts (such as for logistics support) with
consultants.

Government Official - Any officer or employee of a government or any department,
agency or instrumentality thereof, or any person acting in an official capacity
for or on behalf of such government or department, agency or instrumentality.

3.0  EXCLUSIONS

3.1  The services of domestic consultants will be retained in accordance with
CPS-703, Domestic Consultants.

3.2  An individual or firm that purchases products for resale is a distributor,
rather than a consultant, and falls outside the scope of this CPS.  The
determination that a distributor relationship is bona fide, and is not in
reality a consultant relationship, must be made by the element's Legal
department.

3.3  An individual or firm performing proposal or contract support services
under a services contract or services subcontract, including post-award
services, (collectively, "services contract") is a services subcontractor,
rather than a consultant.  Such a services contract will always include a
written statement of work whose achievement can be objectively verified in terms
of a tangible delivered work product such as a product or component design, a
technical proposal, editing or artwork, or other technical service.  A services
contract (including offset-related services) may not be entered into for the
purposes of obtaining the services of a consultant.  A services contract
(including offset-related services) will not be entered into with an individual
or firm that is or, within the five years prior to the effective date of the
services contract, has been a consultant for any Lockheed Martin entity, unless
prior written approval is obtained from the Assistant General Counsel-
International for services/contracts not in excess of $100,000, or from the CRC
for services/contracts in excess of $100,000 a year or in excess of $200,000 for
any one (multi-year) contract.

                                     - 3 -

 
3.4  Persons or companies supplementing in-house skills on a temporary basis
are not considered consultants.  Contracts for such services will be processed
in accordance with normal procurement procedures.  Examples of such services are
clerical, administrative, and housekeeping services, facilities and grounds
maintenance, and equipment servicing.

3.5  Services performed by individuals requiring professional qualifications,
such as certified public accountants, attorneys, architects, registered
engineers, plant physicians, and nurses will be contracted for as specified in
normal procurement and other applicable procedures.  Attorney services will be
contracted for in accordance with CPS-701, Performance of Legal Activities.

4.0  RESTRICTIONS

4.1  No consultant shall be a government official or an official of a political
party or a candidate for political office.

4.2  No consultant shall be an officer, director, employee, or "affiliate" (as
that term is defined under the Securities Act of 1934) of any customer unless
such dual activity is permissible in the country involved and is approved in
writing by the chief executive officer of such customer, which written approval
shall be maintained in Lockheed Martin's files.

Note:  The criteria set forth in 4.1 and 4.2 above apply to the owners,
principal shareholders, officers and active representatives of a consultant
organization, or anyone in receipt of compensation from a consultant
organization.

4.3  No payments to or agreements with any consultant shall be made in violation
of applicable U.S. law, the law of the affected foreign country, or the Code.

4.4  No payment shall be made and no other thing of value shall be given to any
consultant if there is reason to believe that, in connection with the
consultant's performance under its agreement with Lockheed Martin or on Lockheed
Martin's behalf, all or any portion of the payment or other thing of value will
be offered, given or promised, directly or indirectly, to any government
official or any political party or official thereof, or any candidate for
political office.  This prohibition shall not apply to:

Reasonable provision for expediting payments of money, gifts, or other things of
value to government officials (except for U.S. federal, state, or local
officials) whose duties are essentially non-discretionary or clerical, where
such payments or gifts are necessary to ensure or expedite performance of the
official's duties (e.g., for expediting shipments through Customs or overseas
phone calls, or to ensure police protection or mail delivery) and are not for
the purpose of obtaining or retaining

                                     - 4 -

 
business for Lockheed Martin or directing business to any person.  Such
expediting payments are discouraged and may only be made where necessary to
secure adequate performance of a service or action which Lockheed Martin is
entitled to have performed in any case and which is necessary to the conduct of
its business and where the prior written approval of the Vice President and
Associate General Counsel-Administrative Law or his or her designee has been
obtained; or

Furnishing meals, refreshments, entertainment or transportation of reasonable
value, or furnishing pictures, models of Lockheed Martin products of little or
no intrinsic value or other items of small dollar value (less than U.S. $50)
marked with the Lockheed Martin logo that are distributed for advertising or
commemorative purposes (refer to  CPS-730, Exhibit E, Hospitality Guidelines).

5.0  PRELIMINARY LEGAL DETERMINATION

5.1  The Legal department of the element desiring to retain the prospective
consultant, in conjunction with the corporate Legal department, is responsible
for determining the legality of contracting with the prospective consultant and
must ensure that any resultant agreement is in accordance with all applicable
corporate policies and procedures.

5.2  The requester must also coordinate with the corporate Manager of Consultant
Services to ascertain whether the prospective consultant is already under
agreement with the Corporation.

6.0  APPROVAL PROCESS

The actions required for the appointment or renewal of any international
consultant are as follows.  Actions which are optional for renewal of a
consultant are marked with an asterisk (*).

6.1  No later than 90 days prior to the desired appointment/renewal date, the
cognizant corporate Regional President (collectively refers to a Regional
President, Regional Vice President, or the Vice President of International
Programs), or the company desiring to retain the services of the consultant,
will submit an appointment package to the proposed consultant with the following
enclosures:

Application for International Consultant Appointment, Form No. C-704-1, or
Application for International Consultant Renewal, Form No. C-704-2
(collectively, "Application"), as applicable;

The Code which, in appropriate cases, should be provided in the native language
of the consultant;

(*)International Consultant Letter of Appointment, Form No. C-704-3;

                                     - 5 -

 
Disclaimer Letter, Form No. C-704-4;

International Consultant Orientation to Lockheed Martin Corporation's Code of
Ethics and Business Conduct ("Orientation"), Form No. C-704-5; and

(*)Exhibit A, Lockheed Martin International Consultant Agreement - Consultant ,
or Exhibit B, Lockheed Martin International Consultant Agreement -
Representative (collectively, "Agreement"),  provided for information purposes
only.

6.2  The cognizant Regional President will:

6.2.1  Perform a preliminary due diligence by meeting with the proposed
consultant, visiting the proposed consultant's offices in the country where
services would be performed, and obtaining an International Company Profile
(ICP) (*) from the U.S. Embassy in that country (where available) or otherwise
obtaining the evaluation of the U.S. Embassy relative to the consultant.

6.2.2  Prepare a Regional President's Recommendation - New International
Consultant, Form No. C-704-6,  or Regional President's Recommendation - Renewal
of International Consultant or Change in Product Coverage, Form No. C-704-7,
(collectively, "Recommendation") as applicable, ensuring that the Recommendation
fully justifies the retainer and/or commission recommended.

6.2.3  Submit the application package (consisting of the
Recommendation and ICP; the Code Acknowledgment Card, Application, Orientation
and Disclaimer Letter completed and signed by the consultant; and other
information deemed relevant or appropriate) to company Legal.

6.3  Company Legal will:

6.3.1  Review the due diligence and obtain a legal opinion from counsel in the
country where the services would be performed that addresses the following:  (a)
whether the proposed agreement, including the proposed activities of the
consultant as set forth therein, complies with local law; (b) whether the
specific compensation to be paid complies with local law and does not seem
unreasonable or excessive; (c) whether the proposed relationship with the
consultant gives rise to concerns under local anti-bribery statutes and the
FCPA; and (d) whether the proposed consultant could be considered to be a
government official in that territory.

6.3.2  Check references listed by the consultant and, as appropriate, consult
with other companies working with the proposed consultant in the same or a
related industry as an additional background check and to avoid potential
conflicts of interest.

                                     - 6 -

 
6.3.3  Initiate an  International Consultant Approval ("Approval"), Form No. C-
704-8.

6.3.4  (*) If the proposed consultant is a former Lockheed Martin employee,
obtain the signature of the company's senior Human Resources executive or his or
her designee on the Approval, signifying that the potential for improper
employment practice does not exist.

6.3.5  Provide the Approval and the appointment package to the corporate Manager
of Consultant Services, who will obtain the signature of the Vice President of
International Business Development on the Recommendation, signifying concurrence
with the use of the proposed consultant, and provide the appointment package to
corporate Legal.

6.4  Corporate Legal will coordinate with company Legal in order to complete the
full due diligence background check on the proposed consultant, including:

6.4.1  Reviewing the in-country legal opinion, confirming that the agreement
with the proposed consultant is lawful and that the proposed level of
compensation is reasonable, given the expected norms for the product and
country;

6.4.2  Reviewing the relevant corporate policies and procedures to confirm that
retention of the proposed consultant would be in compliance with corporate
direction;

6.4.3  Reviewing legal compliance in order to confirm that retention of the
proposed consultant would be consistent with the FCPA and other applicable U.S.
and local law requirements, including disclosure requirements such as those in
Part 130 of the International Traffic in Arms Regulations (ITAR);

6.4.4  Evaluating the character of the proposed consultant to confirm that the
consultant appears to be of high integrity and is likely to comply with the
requirements of the Code.  This evaluation will include a personal interview
with and briefing of the consultant to ensure that the consultant fully
understands and agrees to comply with the Code, the FCPA and other applicable
U.S. and foreign legal requirements.  At the conclusion of the briefing, the
consultant will sign an  International Consultant Compliance Acknowledgment,
Form No. C-704-9, with respect to such requirements; and

6.4.5  Reviewing the Corporation's standard terms and conditions with the
proposed consultant, including contract negotiation as required.

6.5    The corporate Manager of Consultant Services will obtain the signatures
of the following corporate Vice Presidents or their designees on the Approval
form, as appropriate:

                                     - 7 -

 
6.5.1  Vice President of Contract Policy, if the proposed consultant services
will involve or affect offset/countertrade agreements.

6.5.2  Vice President of Washington Operations, if the consultant will be based
in Washington, DC.

6.5.3  Vice President and Treasurer, or President, Lockheed Martin Finance Co.,
as applicable, if the consultant will provide customer financing.

6.6    Upon satisfactory completion of the due diligence, corporate Legal will
coordinate with company Legal to prepare the consultant agreement, using the
Agreement at Exhibit A when compensation will be by commission, or the Agreement
at Exhibit B when compensation will be by retainer. The appropriate standard
agreement (Exhibit A or B) must be used.  Where both types of compensation are
proposed, consult with the corporate Manager of Consultant Services.  All new,
renewed, and amended agreements with consultants will be written in the name of
Lockheed Martin Overseas Corporation (LMOC).

6.7  Corporate Legal will submit any agreement which exceeds the thresholds set
forth in the CRB/CRC Guidelines for the review and approval of the CRB or CRC as
required.  Corporate Legal or the Vice President of  International Business
Development may also elect to refer any proposed agreement (including those
under CRB/CRC thresholds) for CRB/CRC review for any reason.  Any appeal must be
consistent with CRB/CRC Guidelines.

6.8 The corporate Manager of Consultant Services will forward the agreement to
the proposed consultant for signature and, upon return, to the LMOC President or
his or her designee for execution.

6.9  The Vice President of International Business Development or his or her
designee will notify the designated agreement monitor of his or her duties and
responsibilities, providing the monitor with a copy of Exhibit D, Agreement
Monitor Guidelines.

6.10  The corporate Vice President of Internal Audit will ensure that the
international consultant review and approval process is audited at least
annually.

7.0  TERMS OF AGREEMENT

7.1   Statement of Work and Agreement Monitor.  The agreement must set forth
a precise statement of work, including deliverable items such as documented
analyses, reports, or other materials.  The agreement will identify the Lockheed
Martin employee who has been designated by the company to serve as the agreement
monitor.  (A Regional President whose area of responsibility includes the
consultant's territory may be designated as the agreement monitor.)  If, during
the term of the agreement, another company

                                     - 8 -

 
desires to use the services of the consultant, that element will complete an
Approval form, naming a second agreement monitor who will be responsible for
overseeing the activities of the consultant while the consultant is engaged in
performance of the additional services.  The Regional President, agreement
monitor and Vice President of Washington Operations or his or her designee (if
the consultant is Washington, DC-based) must, on at least an annual basis,
provide a written evaluation of the consultant, using the International
Consultant Evaluation, Form No. C-704-10.  These evaluations will be reviewed by
the Vice President of International Business Development and corporate Legal.

7.2  Consultant Compensation.  Compensation for services to be performed by the
consultant must be reasonable and consistent with compensation for similar work
within the industry or field of technology in the country where such services
are to be performed.  The total corporate commitment for retainer fees and
expenses or commissions to any entity or individual for consulting services will
conform to the CRB/CRC Guidelines.

7.3  Expense Approval.  The agreement must require that the agreement monitor
personally approve in writing in advance any extraordinary expenditures (such as
travel to a facility in the U.S.) by the consultant.  Further, the consultant's
travel and subsistence expense records must be documented with an explanation of
each trip's purpose and itinerary with pre-authorization to travel.
Reimbursement for domestic air and rail travel is limited to economy coach
accommodations unless otherwise specified in the agreement.  Reimbursement for
international air travel is limited to business class unless otherwise specified
in the agreement.  The consultant is required to attach receipts for such
expenditures to invoices in a form satisfactory to the agreement monitor and to
the LMOC Controller.  The consultant must strictly observe the applicable
prohibitions relating to the entertainment of military and government officials
and employees and the prohibitions against giving anything of value to such
officials and employees.

7.4  Ethics.  The corporate Manager of Consultant Services will retain the Code
acknowledgment card in the consultant's file.  If the Code is revised at any
time during the term of the agreement, a copy of the revised Code will be
furnished to the consultant.  A clause in the agreement must state that by
execution of the agreement the consultant warrants that the consultant has
received a copy of, and will comply with, the Code.  Further, it is the
Corporation's policy, to the extent reasonably possible, that the consultant
will receive at least one hour of training concerning the Code and associated
business conduct policies by an authorized representative of the Corporation on
an annual basis.  This training will be as directed by the Vice President of
Ethics and Business Conduct.  The agreement monitor will ensure the consultant
has received such annual ethics training as

                                     - 9 -

 
evidenced by a signed acknowledgment card forwarded to the corporate Manager of
Consultant Services for filing.

7.5    Duration of Agreement and Expiration or Termination.  The agreement will
state its duration in terms of a commencement date and an ending date, for a
term not to exceed two years, unless otherwise approved by the CRC or CRB.  The
agreement must contain a clause permitting Lockheed Martin to terminate the
agreement without cause and with 60 days or less notice, and limit Lockheed
Martin's liability to fees earned and expenses incurred to the date of
termination.  The agreement must also contain a clause stating that the
agreement will terminate immediately and all payments that are due or have been
made under the agreement will be forfeited if, in the rendering of services,
illegal payments are made, or any part of the fee or expenses payable under the
agreement is used for an illegal purpose, or paid to a third party with the
knowledge that the money will be used for an illegal purpose, or conduct is
engaged in that is in violation of local foreign law or the laws of the U.S.,
including specifically the FCPA, the ITAR and the U.S. antiboycott laws.  In
this regard, the consultant will be required upon execution of the agreement to
furnish representations and warranties that:

No payments or gifts have been or will be made, offered, or promised to
improperly influence foreign officials;

No foreign official has any legal or beneficial interest in such business or in
any commission or payment Lockheed Martin makes;

The consultant will disclose to Lockheed Martin any payment of, or offer to pay,
political contributions, fees or commissions pursuant to Part 130.12 of the
ITAR; and

The consultant is fully qualified to assist Lockheed Martin under U.S. and
applicable foreign law and has complied with any applicable registration and
licensing requirements.

Breach of any such warranties will be cause for termination of the agreement.

7.6    Independent Contractor.  All agreements will contain a provision making
the consultant an independent contractor and clearly prohibiting the consultant
from making any binding commitments on behalf of Lockheed Martin.

7.7    Consultant Certifications.  The agreement will contain the following:

7.7.1  A clause to the effect that the consultant has not been convicted of or
pleaded guilty to an offense involving fraud, corruption or moral turpitude and
is not currently listed by any government agency as debarred, suspended,
proposed for suspension or debarment, or otherwise ineligible for government
procurement programs.  If the consultant is a corporation, partnership or

                                     - 10 -

 
other form of business organization, the representations and certifications will
apply not only to the individual(s) who will be performing the consulting
services but also to the principal officers and owners of the business
organization;

7.7.2  A clause wherein the consultant agrees that in performance of the
agreement, the consultant will comply with applicable laws and regulations of
the U.S. and the Territory (except to the extent inconsistent with U.S. laws and
regulations), and will not make or permit to be made or knowingly allow a third
party to make any improper payments, or to perform an unlawful act.  To that
end, the consultant will execute the Consultant Certifications attached to the
agreement, and agree to furnish such further certifications as may be required
from time to time.  Failure or refusal to promptly furnish any required
certificate or disclosure upon request from Lockheed Martin will be the basis
for immediate termination of the agreement; and

7.7.3  Such other terms and conditions as are required and approved by corporate
or company Legal.

8.0    PAYMENT OF FEES AND EXPENSES

8.1    Consulting fees and reimbursable expenses or commissions will be paid
only through normal LMOC disbursement channels after receipt of an invoice from
the consultant, substantially in the form as set forth in International
Consultant Invoice for Fees/Retainer, Form No. C-704-11, or International
Consultant Invoice for Commission/Success Fee, Form No. C-704-12. The invoice
will be accompanied by receipts as required, and a completed International
Consultant Activity Report ("Activity Report"), Form No. C-704-13, which
correlates work product with payment requested. Even though activities may
involve highly classified or highly sensitive matters, a meaningful non-
classified Activity Report is required in order to substantiate payment.

8.2    Prior to the payment by LMOC of a consultant invoice, the agreement
monitor (or individual delegated this authority in writing for purposes of
approving invoices) will review the Activity Report, invoice and receipts
submitted by the consultant to verify that services have been properly rendered,
documented and supported. If so, the agreement monitor will sign the Activity
Report and the invoice, signifying approval for payment, and provide the
Activity Report with invoice and receipts to the corporate Manager of Consultant
Services.

8.3    The corporate Manager of Consultant Services will verify that the name
and address on the invoice, bank/wire transfer instructions, and period of
performance are consistent with the agreement, and that the invoice bears the
signatures of the consultant and agreement monitor. Upon satisfactory completion
of these verifications, the corporate Manager of Consultant Services will
authorize the payment of the invoice and provide

                                     - 11 -

 
the invoice, receipts and activity report to LMOC Accounting.  LMOC Accounting
will make payment and invoice applicable consultant costs to the appropriate
elements.

8.4    All payments to consultants will be made by check or wire transfer to an
account in the name of the consultant in the country where the consultant has
his or her business address, except where specifically approved in writing by
the CRB.

9.0    ADMINISTRATION

9.1    The corporate Manager of Consultant Services will develop and maintain
the International Consultant Administration Manual and make it available
electronically.

9.2    The following will be retained for a period of eight years from the date 
of final payment under the agreement or until audit activities are completed:

9.2.1  The signed original agreement, certifications, disclosures and forms will
be retained by the corporate Manager of  Consultant Services.

9.2.2  Consultant payment information, invoices and supporting documentation
will be retained by LMOC Accounting.

9.2.3  Consultant work product (including reports, presentations and related
documents) will be retained by the agreement monitor.

9.3    It is the continuing responsibility of the agreement monitor to be aware
of all agreement terms and conditions (including the stated expiration date of
the agreement), and all applicable provisions of this CPS. If it is intended to
renew or extend the agreement, the monitor must begin this process in a timely
manner to avoid the possibility of the consultant having to stop work until the
Agreement extension or renewal contract is finalized.

Frank H. Menaker, Jr.
Vice President and General Counsel

                                     - 12 -