A COOPERATIVE AGREEMENT NOTICE

Reusable Launch Vehicle (RLV)

Advanced Technology Demonstrator

X - 33

(Jan 1995)


National Aeronautics and
Space Administration


                             A

                   COOPERATIVE AGREEMENT

                          NOTICE

                             

      Reusable Launch Vehicle (RLV) Advanced Technology
                        Demonstrator
                        
                        
                          X - 33

                             

                             

                             

CAN 8-1       Response Date:  February 24, 1995   4:30pm
CST
                Reusable Launch Vehicle (RLV)
              Advanced Technology Demonstrator

                           X - 33
               A Cooperative Agreement Notice

              Soliciting Proposals for a Reusable Launch
              Vehicle (RLV) Advanced Technology
              Demonstrator
              
              
              
              
              
              
              
              
              
              
                Issued: January 12, 1995
                            
                            
                            
                            
                            
                            

        National Aeronautics and Space
           Administration George C. Marshall Space
           Flight Center
            Program Development Directorate/PAO1
           Marshall Space Flight Center, AL 35812
                           PREFACE
Reusable    Launch    Vehicle   (RLV)-Advanced
Technology
Demonstrator: X-33

The  National Space Transportation Policy charters  NASA
to lead  the technology development and demonstration  of
next generation  reusable space transportation  systems,
and  to focus the research on technologies to support a
decision  no later  than December 1996 to proceed with a
sub-scale flight demonstration which would prove the
concept of single-stageto-orbit.

Significantly lowering the cost of space launch  for
medium and  above class payloads will promote U.S.
economic growth, improve  the  quality of life, contribute
to the  continuing economic development of near-Earth
space, and open the space frontier to human exploration.

The   objective   of  NASA's  technology   development
and demonstration  effort is to support government  and
private sector decisions by the end of this decade on
development of an  operational next-generation reusable
launch system.             It
is   envisioned  that  the  private  sector  could  have
a significant role in managing the development  and
operation of a new reusable space transportation system.

The  objective  of  this NASA Cooperative  Agreement
Notice (CAN)  is to stimulate the joint
industry/Government  funded concept   definition/design
of  a  technology  demonstrator vehicle,  X-33,  followed
by  the  design/demonstration  of competitively selected
concept(s).  The X-33 must adequately demonstrate  the
key design and operational  aspects  of  a reusable space
launch system so as to reduce the risk to the private
sector  in  developing such a  commercially  viable launch
system.    As  a  minimum,  the  scaleability   and
traceability  of  the  X-33 airframe, cryogenic  tanks,
and thermal   protection  systems  (TPS)  to  the
corresponding proposed SSTO rocket must be identified.

It  is  the  Government's  intent  to  demonstrate
critical elements  of  a  future Single-Stage-To-Orbit
(SSTO)  rocket powered  RLV.   The  X-33  will  be  an
integrated  systems demonstrator  for  requisite  advanced
launch  technologies applicable  to  a  next  generation
SSTO  rocket.   NASA  is coordinating  program
implementation with the Department  of Defense (DoD).

NASA  is  initiating  a  progressive  competition  with
the issuance of  this CAN.  This CAN solicits proposals,
for the total  X-33  effort, that offer a new way of doing
business consistent with space policy.  Initial proposals
in response to  this  CAN  should  reflect creative
business  investment strategies  and  planning,   and
technical  solutions  that address  programmatic and
technical challenges  involved  in the   Concept
Definition/Design  Phase  (Phase   I);   the
Design/Demonstration  Phase (Phase II)  and  the
commercial RLV   Development/Operation  Phase   (Phase
III).    These
proposals  should  be specific/detailed for  Phase  I,
and
reflect  preliminary   plans  for  both  of  the
subsequent phases. At the end of Phase I, proposals are
planned  to  be received  for  Phase II, and competitive
selection(s)  made. Phase  II will be synopsized in the
Commerce Business Daily. Notwithstanding  NASA's
expectation  that  only                            Phase
I
Recipients  will  be capable of successfully  competing
for
Phase  II,  all  proposals  will be  considered.   Phase
II
proposals  are  planned  to be requested  via  letter  or
a separate,  formal  solicitation, at NASA's discretion.
NASA reserves  the  right  to  determine the  type  of
financial instrument, contract or cooperative agreement,
to  be  used for Phase II.

The  performance period of Phase I is 15 months.  Phase
II, which  includes  design, build, and flight
demonstration  of the  X-33, will be initiated by the end
of FY 1996 and  will continue  through the end of the
decade. Phase III  will  be implemented   following
Government   and   private   sector decisions  by  the end
of this decade on development  of  an operational next
generation reusable launch system.

Multiple  awards are planned for the X-33 Phase  I
activity during which each participant shall mature their
total  X-33 business  investment  strategies  and
planning,  operations planning,  and  vehicle  design and
analysis   with  detail sufficient                  to
permit   competitive selection  of  industry
partner(s)  and their X-33 design concept(s) at the  end
of
the period.

Offeror's  initial proposals for Phase I (areas  1-3),  X-
33 Concept Definition/Design  Phase   (includes
preliminary
planning   for   all  subsequent  phases),   shall
include
cost/business investment strategies and planning,
operations planning  and  vehicle  design and analysis.
Offerors  may elect  to  also  propose  on area 4,
supporting  technology demonstration efforts.  Areas to be
addressed in Phase I are further described in paragraph
4.0, Appendix A.

The  performance  of  the  XD33 program  will  be
evaluated against a discrete set of criteria currently
being developed between NASA, the Office of Space
Technology Policy, and the Office of Management and
Budget. These criteria will provide the  basis      for
the 1996 and end of the decade decisions  on
whether to proceed with the next phase of the RLV program.

Selection  to proceed into Phase II, the period to
fabricate and  flight test X-33 concept(s), will occur as
a result  of evaluation                             of
proposals  reflecting  the  following  draft
evaluation  criteria:  mature business management  and
cost
arrangements/planning,    design     maturity,
technical
content/approach;    more    specifically:    1)
detailed
cost/business    investment   strategies,    planning
and
arrangements for  Phase II,  as well as preliminary
business planning,  strategy, and linkage to Phase III,
2)  detailed operations
planning  for Phase II as  well  as  preliminary
operations  planning for and linkage to Phase  III,  and
3)
detailed  planning  for vehicle design and  analysis  to
be demonstrated  in  Phase  II as well  as  preliminary
design planning  for  and  linkage to Phase III.  These
evaluation criteria include successful completion of Phase
I efforts.

The  above  Phase II evaluation factors are not  final,
and
NASA reserves the right to change them at any time up to
and including  the  date  upon  which  Phase  II
proposals  are requested.                           Any
such change in evaluation factors  will  not
necessitate issuance of a new formal solicitation for
Phase II.   For clarity, this more specific criteria is
envisioned to  relate  to performance, reliability,
operability  goals, and  the  business  planning and not
to  specify  technical details of the solution.
Proposals  requiring  restrictions on  distribution  of
any aspect of the completed effort and resulting technology
must include  a  justification for the restriction and  the
time period  for  which  the  restriction  would  apply.
It   is important  that  technology demonstrated  from
cooperative agreements resulting from this CAN be made
available to  the public.  For  clarification, the
governing Patent  and  Data Rights   clauses  are  intended
to  convey  the   following (summarized): 1) Patent rights
are governed by  statute  and regulation and are included
in Clause 5 and Attachments  1-4 of the model agreement. If
industry makes an invention, they will  likely  be granted
title if requested (small  business firms and nonprofits
may elect to retain title while OlargeO business  may
petition NASA to waive title). The  Government will  retain
a license for government purposes and  march-in rights. If
jointly invented, NASA may agree to refrain  from
exercising    rights    which   would    adversely
affect commercialization by Recipient;  2)  Data  rights
in  model agreement are based on policy, have been
developed  by  NASA Headquarters and assume substantial
cost sharing. Therefore, restrictions on data, if any, are
to be marked appropriately (perhaps trade secret or
proprietary), and will be disclosed and  used by NASA and
its contractors only on behalf of  the government.  Data
rights policy is  intended  to  strike  a balance between
fulfilling public purpose of the cooperative agreements
and protecting legitimate property interests  of industry.


It  is  NASA's  intent  to  inform Recipient  whenever
NASA intends  to  use  NASA  contractors to  perform
engineering services in support of this agreement. This
will enable  the Recipient to enter into Non-Disclosure
Agreements with  NASA contractors regarding use and
disclosure of this data should they deem it necessary to do
so.

Proposals should also highlight the offeror's experience
and capabilities in proposed areas and how the experience
and capabilities would be employed in support of this
technology demonstration activity.

Participation  in this program is open to all categories
of organizations:  Industry  (for profits,  nonprofits,
large, small),   education   institutions  and   other
government agencies.   Joint  proposals  that  demonstrate
effective, mutually beneficial partnerships or cooperative
arrangements between  government, academia, and industry
are  encouraged. The  GovernmentOs role in cooperative
agreements is  further addressed   in  Appendix  B,
paragraph  5.   U.S.   Federal Government  agencies  which
elect  to  propose  directly  in response  to  this  CAN,
in  lieu  of  supporting   another offeror's  proposal,
will be expected to  supply  their  own funding.

Offerors shall submit proposals by February 24, 1995.
Blackout  conditions  will exist upon receipt  of
proposals  for evaluation.   Proposals  will be evaluated
by  peer  and/or technical review committees.

All  or  part of a proposal may be selected for
negotiations
leading  to  a  possible  award of a  cooperative
agreement unless  the offeror requests otherwise.  A
proposal that  is technically  and  programmatically
meritorious,  but   that cannot be accepted because of
funding uncertainties, may  be retained for future
consideration, should additional funding become
available,  unless the offeror  requests  otherwise.
Evaluation, selection and award may occur during the
period of time from receipt of proposals for evaluation to
one year after issuance date of this CAN.
The following information applies only to this CAN:
     CAN Number:              CAN 8-1
     Submit Proposals to:     Marshall Space Flight Center
                              Attn:GP54/Hilda Davis (CAN
                              81)
                              Bldg. 4201, Room 600 H
                              Marshall Space Flight
                              Center, AL 35812
                              
     Copies Required:         15  plus  1 reproducible
copy
                              per proposal,
                              plus original signed copy

     Selection Official:      PA01/James M. McMillion
                              Director, Program
                              Development Marshall Space
                              Flight Center
Obtain additional information from:
     Technical:               PT31/Stephen A. Cook
                              Marshall Space Flight
                              Center, AL 35812 (205)544-
                              4918
                              
     Administrative and Contractual:    GP54/Mark R.
                              Stiles Marshall Space Flight
                              Center, AL 35812 (205)544-
                              0381
                              
                                             or
                              GP54/Hilda Davis
                              Marshall Space Flight
                              Center, AL  35812
                              (205)544-0342

Responses  to the Draft CAN 8-1 received to date  have
been reviewed and summaries of comments with actions taken
areas follows:

  - Government Should Not Dictate SSTO for RLV:
     Response:  The National Space Transportation Policy
     in Section III, paragraph 2(b), states: "Research
     shall be focused on technologies to support a
     decision no  later than  December 1996 to proceed
     with a sub-scale  flight demonstration which would
     prove the concept  to  single stage  to  orbit."
     While the next generation  reusable launch  vehicle
     decision by the end of the  decade  may not  result
     in an SSTO, the focus of the  ongoing  RLV technology
     program is SSTO.
     
- Requirements  Have Excessive Solutions-Especially  Space
     Station Payload of 25 klb:
     Response:  The  Space  Station requirements  stated
     in Table  1  of  Appendix A of this CAN is  a
     preliminary assessment  of  minimum single payload
     element  weights that  are  required to support the
     Space Station.   The requirement  in  Table  1 is
     substantially  lower  than currently  planned
     delivery capability  to  the  Space
   Station  by  the  Space Shuttle. This estimate  is  for
   planning   purposes  only  and  do  not   represent   a
   commitment by the Space Station Program. Other detailed
   specifications,  Section 3.3 - Operability  Guidelines,
   are deleted.
   
- Government Should Not Rule Out Vertical Lander: Response:
   Configurations are not discussed in the  CAN. The CAN is
   open to all concepts.
   
- Concern Over Level Of Required Government Involvement:
   Response:    By   definition   (policy),    cooperative
   agreements  require substantial government  involvement
   (not   cash   only)  in  the  implementation   of   the
   cooperative agreement.  However, the specific resources
   to   be   utilized  are  proposed  by  industry   after
   negotiation  with  the  appropriate  installation.   In
   addition,   the  degree  to  which  the  offeror   uses
   government  resources  is  not  a  selection  criteria.
   Clarification made in CAN,  Appendix A, Section 5 (a).
   
- Concern Over When Industry Cost Sharing Begins: Response:
   Clarification made in the CAN that offeror's proposed
   cost  sharing shall begin  upon  award.            See
   Appendix A, Section 5, Resource Sharing.

- Concern  Over  Recipients  Recourse  if  NASA  Fails   a
   Milestone:
   Response:  The  goal  is  to stimulate  the  commercial
   sector  to develop and operate a next generation launch
   system (and hence significantly lower the cost of space
   access).   It  is  therefore in  the  government's  and
   industry's best interest to work in partnership to meet
   all  milestones.  The cooperative agreement  encourages
   either party to help the other as required in order  to
   succeed  -  cash, manpower, etc., (both the  government
   and  industry).  Additionally, for the purpose of early
   identification  of potential problems,  proposals  will
   include  (based upon prior negotiations  with  affected
   centers/laboratories)   mutually   agreed   upon   task
   schedules,  cost and milestones which  are  subject  to
   tracking and statusing by the partnership (See Appendix
   B,  Section 5(a)).  However, an appeal route  has  been
   established  (see  Disputes Clause,  Model  Cooperative
   Agreement,  Appendix D) for referral to NASA  Code  XX,
   Space Transportation Division Director of the Office of
   Space  Access  and  Technology,  for  resolution   when
   appropriate.
- Concern Over Patent and Data Rights:
   Response:  Patent  Rights are governed  by  statue  and
   regulation and are included in Clause 5 and Attachments
   1-4  of the Model Agreement, Appendix D.  Bottom  line:
   if  industry  makes an invention, they will  likely  be
   granted title if requested.  If jointly invented,  NASA
   may agree to refrain from exercising rights which would
   adversely  affect commercialization by Recipients.  See
   preface, page iii, 4th paragraph.
   
   Data  rights in model agreement have been developed  by
   NASA   HQ  and  assume  substantial  cost  sharing   by
   industry.  Bottom line:  anything industry deems  trade
   secrets,  etc., they must identify as such on the  item
   (chart,   paper,  etc.)  and  will  be  maintained   in
   confidence  by NASA.  Clarification made  in  the  CAN,
   preface, page iii.
   
     Another  side issue may be the distinction between  the
     rights   of  a  Recipient  vs.  the  rights   of   NASA
     contractors (Appendix D, paragraph 5.2 (c)).  Recipient
     refers   to   the   offerors,  i.e.,  industry.    NASA
     contractor  refers to those existing contractors  under
     contract  with  NASA.   Clarification  made   in   CAN,
     preface,  page  iii, 4th para relative to restrictions,
     if any.
     
Appendix A provides technical description relative to the X
33.    Appendix  B  contains  basic  guidance   needed   for
preparation of solicited proposals in response to this  CAN.
Appendix  C contains the CAN proposal format to be followed.
A  Model  Cooperative Agreement, Points of Contact  at  NASA
centers  and  DoD laboratories/centers, OMB Circular  A-110,
Section  23  and a Acronyms list are contained  in  attached
Appendices D through G respectively.

An  electronic  copy  of  this CAN  is  available  over  the
internet.   See  instructions  on  CAN-Internet  Access   in
Appendix A, Section 8.0.

Your  interest and cooperation in participating in this  CAN
are greatly appreciated.


Charles E. Henke
Director, Procurement Office

Enclosures
 Reusable Launch Vehicle - Advanced Technology Demonstrator:

                           X - 33

                      TABLE OF CONTENTS

                                                        Page

Preface                                                 ii

Table Of Contents                                       viii

Appendix A
TECHNICAL DESCRIPTION                                   A-1

     1.0  Introduction                                  A-2
     1.1  X-33 Concept Definition/Design Phase  (Phase I) A-2
     1.2  X-33 Design/Demonstration Phase  (Phase II)   A-2
     1.3  Commercial RLV Development/Operation Phase  (Phase
     III) A-3
     2.0  Scope                                         A-3
     3.0  Requirements                                  A-3
     3.1  Technical  Requirements                       A-3
     3.2  Design Traceability to SSTO Rocket Requirements A-5
     4.0  Areas to Be Addressed in Phase I              A-5
     4.1  Business Planning                             A-5
     4.2  System Operations Planning                    A-5
     4.3  System Design and Analysis                    A-6
          4.3.1
          Technical Baselines                           A-6
          4.3.2                                         SSTO
          Rocket Concept Definition                     A-6
          4.3.3                                         X-33
          Preliminary Design                            A-6
          4.3.4
          Phase II Supporting Technology Demonstrations A-7
     4.4  Phase I Supporting Technology Demonstrations  A-8
     5.0  Resource Sharing                              A-8
     6.0  Government Budget Information                 A-8
     7.0  Proposed Deviations                           A-10
     8.0  CAN Internet Access                           A-10
     9.0  Project Measurement                           A-10

Appendix B
INSTRUCTIONS FOR RESPONDING TO NASA COOPERATIVE
AGREEMENT NOTICE                                        B-1
     1.   Foreword                                      B-2
     2.   Policy                                        B-2
     3.   Relationship to Award                         B-2
     4.   Conformance to Guidance                       B-2
     5.   CAN-Specific Items                            B-3
     6.   Proposal Contents                             B-3
     7.   Length                                        B-8
     8.   Joint Proposals                               B-9
     9.   Late Proposals                                B-9
     10.  Withdrawal                                    B-9
     11.  Evaluation Factors                            B-9
     12.  Cancellation of CAN                           B-10
     13.  Schedule                                      B-10



Appendix C                                              CAN
PROPOSAL FORMAT                                         C-1

     1.   Proposal Format                               C-2
     2.   Proposal Cover Page                           C-3
     3.   Proposal Summary Form                         C-4
     4.   Budget Summary                                C-5
     5.   Current And Pending Support                   C-8
     6.   Certification                                 C-9

Appendix D
MODEL COOPERATIVE AGREEMENT                             D-1

Appendix E
POINTS OF CONTACT                                       E-1

Appendix F                                              OMB
CIRCULAR A-110, SECTION 23                              F-1

Appendix G
ACRONYMS  G-1











                         APPENDIX A



                    TECHNICAL DESCRIPTION
                              
                              
                              
                              

REUSABLE LAUNCH VEHICLE ADVANCED TECHNOLOGY DEMONSTRATOR: X33
                             
                         APPENDIX A
                              
                    TECHNICAL DESCRIPTION
                              
                              
1.0  Introduction

The  NASA  Office  of  Space Access and Technology  conducts
space  research  and  development  through  sponsorship   of
technology programs conducted at the NASA Field Centers,  in
United  States industry, and in American universities.   The
Space  Transportation Division supports the Office of  Space
Access  and  Technology sponsoring the development  of  next
generation   Reusable  Launch  Vehicle  (RLV)  technologies.
NASAOs    RLV   Technology  Program  will   accelerate   the
development and application of new space launch technologies
and  operational concepts to  contribute to  the  continuing
commercialization of the national space launch industry. The
goal of the RLV technology program is the continued lowering
of  the cost of access to space to promote the creation  and
delivery  of  new  space services and other activities  that
will improve economic competitiveness.

This  program will implement the recently released  National
Space  Transportation  Policy,  specifically  Section   III,
paragraph  2(b): "Research shall be focused on  technologies
to support a decision no later than December 1996 to proceed
with a sub-scale flight demonstration which would prove  the
concept  of  single-stage to orbit." The objective  of  this
NASA  Cooperative Agreement Notice (CAN) is to initiate  the
concept   definition/design  of   an   advanced   technology
demonstrator vehicle, Experimental-Thirty Three (X-33) as  a
part  of  the RLV Technology Program.  This will be followed
by the design/demonstration of the competitively selected X33
design concept(s) by the respective industry partner(s). The
X-33  must  adequately demonstrate the key  design  and
operational  aspects of a Single Stage to Orbit  (SSTO)  RLV
rocket system so as to reduce the risk to the private sector
in  developing  such  a commercially viable  launch  system.
SSTO rocket is the goal of the RLV Technology Program (i.e.,
reference  Phases  I  and  II below)  because  past  studies
indicate it has the best potential for achieving the  lowest
cost  access  to  space while acting as  an  RLV  technology
driver   (since   it   also   encompasses   the   technology
requirements  of  reusable  rocket  vehicles  in   general).
However,  the  private  sector  may  ultimately  choose  the
operational RLV configuration to be flown post-2000 based on
extent of private financial involvement.  The implementation
phases of the X-33 are structured as follows:


1.1  X-33 Concept Definition/Design Phase  (Phase I)

This phase will consist of a 15 month concept definition and
preliminary   design  of  a  reusable  advanced   technology
demonstrator system, designated the X-33.  The  X-33  system
includes   the  flight  vehicle,  supporting  ground   based
technology  demonstrations,  and  any  required  ground  and
flight support systems.  Based on the results of this  phase
and related evaluation criteria (see transmittal letter), an
industry/concept  team(s) will be  selected  for  Phase  II.
This   CAN   is   a  solicitation  for  the   X-33   Concept
Definition/Design Phase (Phase I).

1.2  X-33 Design/Demonstration Phase  (Phase II)

This  phase  will consist of the final design,  fabrication,
assembly and test of the X-33 system.  The X-33 vehicle will
be flight tested, using a flight envelope expansion process,
to demonstrate aircraft like operations. Flight testing will
be accomplished at an appropriate test range.  Phase II will
be completed on or before the end of the decade.

Phase II shall also develop all necessary data to support an
informed program continuation decision at the completion  of
the  Phase.   Data includes program planning and a  detailed
business  plan for Phase III, and an Operational RLV  system
designed  to a level sufficient to provide a high confidence
cost  estimate and to show that all program risks have  been
identified and are acceptable.

1.3  Commercial RLV Development/Operation Phase  (Phase III)

The  previous  two phases are focused towards  demonstrating
the  technology  to  build  reusable  launch  vehicles  with
aircraft-like  operations.  If fully successful,  they  will
enable  a  low  risk, low cost development of a commercially
operated   RLV   system.  This  final  phase  will   design,
manufacture, and operate the RLV system.

2.0  Scope

The  X-33 will demonstrate the critical technologies  needed
for   orbital   SSTO   rockets  in   realistic   operational
environments.   To the extent practical, the  X-33  will  be
tested  in the ascent and reentry flight environments  of  a
full-scale SSTO rocket.  In addition, the X-33 will focus on
those   operational  issues  which  are  critical   to   the
development   of   reliable   low   cost   reusable    space
transportation.   The  X-33 will incorporate  more  advanced
materials  with  weights  and margins  equivalent  to  those
required  by  an SSTO rocket.  The X-33 ground  support  and
flight  control  systems  will  be  designed  to  accomplish
operations and supportability goals which are key  to  lower
cost  system  operations.  The operability  and  performance
demonstrated by the X-33 will provide the necessary data  to
establish the detailed requirements for a future operational
SSTO.

3.0  Requirements

3.1  Technical  Requirements

Table  1 describes the minimum set of technical requirements
for  the  X-33.   A  set  of initial  requirements  for  its
corresponding  operational  SSTO  rocket  are  included  for
initial design purposes only and are subject to later trades
to  be  performed during Phase I.  Accomplishment of  effort
beyond that reflected in Table 1, is acceptable, but must be
accomplished    within   established   government    funding
guidelines.
 Table 1:  Minimum X-33 and Corresponding SSTO Requirements
                              
                                                    Correspo
                                                     nding
                                              X-33    SSTO
  CAPABLE
  Performance
═ Suborbital, reusable rocket-based flight     REQ      N/A
 system
═ Mission Applications:                        N/A      REQ
  -- Payload Delivery: Government
      (Civil/Military) and Commercial
   Missions.
     -- Capable of delivering/returning
    cargo and crew complement to/from the
    International Space Station (ISS) in
      accordance with ISS requirements
   (e.g., minimum sizes, loads, schedule)
   ═ ═ ISS located at 220 nmi (244 nmi
     max) Altitude and 51.6- Inclination.
   ═ ═ Current estimated payload delivery
         requirement: 20D25,000 lbm
  Launch and Flight Operations
═ Automated pre-flight and flight              REQ      REQ
 operations (launch, ascent, on-orbit,
 reentry, landing)
═ The flight vehicle shall be capable of       GOAL     REQ
 safely aborting to the launch site
 during the ascent phase if required
═ 7 day maximum mission duration               N/A      REQ
═ 7 day ground processing time from            GOAL    GOAL
 landing to launch.
═ 3.5 day ground processing time from          GOAL    GOAL
 landing to launch for reflight under
 emergency conditions.
  On-Orbit Operations
═ The system shall be able to autonomously     N/A    As REQ
 rendezvous and station keep with the
 International Space Station and other
 orbital spacecraft.
═ The system shall be able to autonomously     N/A      REQ
 dock payloads with the International
 Space Station.
  Accommodate Payloads
═ The flight vehicle shall provide             N/A      REQ
 standardized structural, mechanical,
 electrical, communications, and other
 interfaces to payload.
═ 15 ft diameter x 30 ft long cargo bay        N/A      REQ

 OPERABLE
  Schedule Dependability
═ The probability of launching within TBD      GOAL     REQ
 days of scheduled is 0.95
  Responsive
═ Maximize robustness to adverse weather       REQ      REQ
 conditions.
  Supportable
═ Launch and landing at same location          REQ      REQ
 (nominal condition).
═ The flight vehicle shall be capable of       GOAL     REQ
 unplanned landing at alternate landing
 sites with minimal support
 equipment/facilities, e.g.
   -- No existing cryogenic facilities,
   launch stands/equipment, etc.
  -- Self-ferry of flight vehicle between
   landing and launch sites (add-on
   engines, landing/nav lights, etc.
   equipment allowed).
  Maintainable
═ To the extent practical, on-board           GOAL     REQ
 subsystems required for the flight
 vehicle shall be field
 repairable/replaceable.
═ Equipment required to repair, process       GOAL     REQ
 and return vehicle to launch site shall
 be transportable.

  RELIABLE
═ 0.995 Probability of safe recovery of       N/A      REQ
 the flight vehicle per mission.
═ 0.999 Probability of safe recovery of       N/A      REQ
 the human passengers per mission.
  GOAL: Desirable Attribute
  N/A: Not Applicable
  REQ: Requirement

3.2  Design Traceability to SSTO Rocket Requirements

The  X-33 system, subsystems, and major components shall  be
designed  and  tested  so  as to ensure  their  traceability
(technology  and general design similarity) and scaleability
(directly   scaleable  weights,  margins,   loads,   design,
fabrication methods, and testing approaches) to a full scale
SSTO rocket system.


4.0  Areas to Be Addressed in Phase I

The general areas to be addressed in Phase I should include,
but not be limited to the following:

4.1  Business Planning

Business  investment strategies and planning  for  the  X-33
design/demonstration  (Phase II) and  follow-on  RLV  (Phase
III) will be initiated and matured during Phase I. This will
determine the requirements for the development and operation
of a cost-effective, commercially developed and operated RLV
system.  Planning should include, but not be limited to:

  ═  Cost  /  benefit  modeling  (incl.  cash,  discounting,
     revenue   stream,  depreciation,  interest,   taxation,
     etc.).
  ═  Financial investment sources and requirements.
 ═  Level  of  government participation in RLV  development
     and operations.
     - Legislation/policy    required   to   permit   unique
       government / industry partnerships.
  ═  Cost  and  schedule to develop, manufacture,  activate,
     and  operate  all  ground, flight and  related  support
     systems.
     - Comprehensive  to a level that will permit  credible,
       independent assessments.
 ═  Potential   commercial  market  share  with  associated
     requirements to achieve.
 ═  Potential and required return on investment (focused on
     long term).
  ═  Identification of risks and tasks to mitigate.
  ═  Procurement mechanisms.
  ═  Management approach.
  ═  Payload insurance approach.

4.2  System Operations Planning

In Phase II the X-33 system will demonstrate key operational
attributes required for a cost effective SSTO rocket system.
The  offeror  must  demonstrate  how  operability  will   be
incorporated into the design of the XD33. As a minimum,  the
following aspects of an operational SSTO rocket system  will
be  incorporated into the design (i.e., Phase I)  for  later
demonstration in test operations of the X-33:
     ═   Reliability,  maintainability,  and  supportability
       concept.
     ═  Ground and flight operations concept .
     ═  Logistical support concept.
      ═  Manpower requirements, skill types and levels.
     ═   Appropriate vehicle processing timelines, mean time
       between  failure,  mean time to repair,  reliability,
       and other critical maintenance parameters.
      ═  Operations and maintenance cost requirements.
     ═   Overall  support concept including  flight  vehicle
       support,  propellant storage, and  range  facilities,
       services, and requirements.
     ═   Launch and mission operations, mission planning and
       launch control concepts.
     ═  Transportation concept.

4.3  System Design and Analysis

4.3.1     Technical Baselines
For  both the X-33 system and its corresponding SSTO  rocket
system,    a   technical   baseline   with   the   following
representative parameters, at a minimum, shall be defined: ═
     Design requirements.
     ═   Physical design, layout, materials, dimensions, and
       volumes.
     ═   Description of acoustic, vibration, thermal  (e.g.,
       aeroheating,  base  heating,  etc.),  and  structural
       loads  (e.g., loads along vehicle station) on vehicle
       and payload.
     ═  Vehicle to payload interfaces and requirements.
     ═   Flight  vehicle  mass  properties  including  gross
       liftoff weight, empty weight, unit weights, and  mass
       fractions.
     ═  Flight performance, aerodynamic characteristics, and
       optimized ascent and descent trajectories.
     ═   Flight  vehicle stability and guidance, navigation,
       and   control   assessment  and  incorporation   into
       vehicle design.
     ═   Payload  capacity versus maximum velocity,  orbital
       inclination,  and  altitude capability  achieved  (if
       applicable).
     ═   Identify total lift margin including both  payload,
      design weight margins and any performance margins
     ═    Propulsion   system  characteristics  (propellant,
       thrust, weight, etc.).
     ═  Cross range maneuver capability.
    ═  Takeoff and landing limitations (e.g., crosswind).
     ═  Weather constraints.
     ═  Operations concept (see section 4.2).
     ═   Payload  and  crew  accommodations  and  processing
       (where applicable).
       ═  Assessment of environmental impact and risk.
                              
4.3.2     SSTO Rocket Concept Definition

An  SSTO  rocket  vehicle  concept  shall  be  designed  and
analyzed  at  a level sufficient to demonstrate SSTO  rocket
requirements  flowdown  to  the  X-33  system.   The   areas
addressed  should  be similar, where appropriate,  to  those
described below in section 4.3.3.
4.3.3     X-33 Preliminary Design
     SYSTEM DESIGN
     The  X-33  system  design will make use  of  near  term
     achievable technologies and innovative concepts in  the
     vehicle  design, manufacturing processes, assembly  and
     integration process, and test.  Designs will  focus  on
     operational   simplicity   and    minimizing    vehicle
     processing    requirements.    Detailed   design    and
     engineering  analyses required to credibly predict  the
     feasibility and performance of the X-33 vehicle will be
     provided.  The level of design depth required  will  be
     sufficient  to permit a concept(s)/industry  partner(s)
     downselection at the conclusion of this phase.
     
     As  a minimum, the scaleability and traceability of the X-
     33  airframe, cryogenic tanks and thermal  protection
     systems (TPS) to its corresponding SSTO rocket will  be
     identified  in  order to establish  that  the  required
     structural  mass  fraction  of  the  SSTO   rocket   is
     achievable.  Where  the  X-33 design  is  not  directly
     scaleable/traceable  to  the full  scale  SSTO  rocket,
     product   enhancements,  ground   test   programs,   or
     alternative minimal risk design approaches  to  provide
     an SSTO rocket capability will be identified.
     
     DESIGN-TO-COST GOAL

     The  X-33  design shall be developed using a design-to
     cost  methodology. The X-33 government contribution  is
     constrained to the total shown in Section 6.0 or lower;
     however,   all  costs  must  be  completely   credible,
     realistic,  and  defendable to an  independent  costing
     evaluation.  Total  costs include both  government  and
     industry investments combined.
     
     TEST PROGRAM

     A comprehensive test program shall be developed for the X-
     33, identifying the configuration and number of  test
     articles, a description of the test facilities,  and  a
     schedule  for  the  test program.   This  will  include
     testing  for  both  ground and  flight  components  and
     systems.
     
     SOFTWARE DEVELOPMENT

     The  software structure needed to meet the X-33  system
     (flight  and  ground) requirements will be defined  and
     will include the development program for generating the
     necessary   code,   software  tools,   and   validation
     procedures to be utilized.
     
     SUPPORT EQUIPMENT AND FACILITIES

     A  preliminary  design  of X-33 support  equipment  and
     facilities  will be prepared, including  an  integrated
     program for the manufacture, test, and integration with
     the  flight  vehicle. Support equipment and  facilities
     shall include factory assets needed to manufacture  and
     assemble the X-33, test stands needed to validate the X33
     prior  to flight, propellant storage and  servicing
     equipment,  maintenance equipment, and other operations
     support requirements.
     RISK REDUCTION PROGRAM
     Potential   problem  areas  critical  to   engineering,
     operability,   technology,  reliability,   safety,   or
     schedule will be analyzed.  For the identified critical
     risk  areas,  a  program to reduce the  risks  will  be
     established.     Appropriate   technical    performance
     measurements  for  program critical  elements  will  be
     identified.
     MATERIAL ACQUISITION
     The  X-33 component procurements (including appropriate
     descriptions,   e.g.,  fabricate  vs.  off-the   shelf,
     schedule,   etc.)  required  to  achieve  the   program
     schedule and contain program costs shall be identified.
4.3.4     Phase II Supporting Technology Demonstrations
The   identification  of  Phase  II  supporting   technology
demonstrations required to develop critical technologies for
SSTO rockets - not incorporated on the X-33 flight vehicle
and  the  development  of  a plan (tasks,  rationale,  cost,
schedule, facilities, etc.) for their  accomplishment during
Phase  II shall be finalized during Phase I.  Funding levels
for  these  demonstrations are included  in  the  Supporting
Technology  Demonstration line item (Phase  II)  in  Section
6.0.
4.4  Phase I Supporting Technology Demonstrations
In  addition  to  the above description of  Phase  I  design
activities    to    be   accomplished,   early    technology
hardware/software  demonstrations to be  implemented  during
Phase  I  may be pursued if the selected offeror  elects  to
propose this activity.  These technology demonstrations must
be prioritized and focused on those technologies required to
achieve  a successful X-33 flight demonstration program  and
must  not be currently in-work under existing efforts (e.g.,
Advanced  Launch  Technology NASA  Research  Announcements).
Funding levels for these demonstrations are included in  the
RLV Technology line item (Phase I) in Section 6.0.
These demonstrations may be related, but are not limited  to
the following generic technologies:
     ═  Operations
       -     Integrated Avionics / Guidance, Navigation, and
       Control
       -    Vehicle Level Health Monitoring and Management -
       Automated Mission Design and Planning
       -    Automated Maintenance Systems
     ═  Reusable Cryogenic Tank System
       -     Demonstrate alternate manufacturing, materials,
       or material architectures
     ═  Electron-Beam Cure of Composites
       - Primary Structures:
       - Cryogenic Tanks:
     ═  Thermal Protection Systems
       - Develop  stand-off attachments for metallic  and/or
          CMC TPS
       - Demonstrate   attachment  to  composite  structural
          materials and/or  insulation.
     ═  Propulsion System
       - Demonstrate  maturity and performance of  potential
          X-33 main engine(s)
          
5.0  Resource Sharing

Significant  cost sharing by industry is anticipated  during
Phase  I.   Although no minimum percentage is specified  for
Phase  I,  NASA reserves the right to specify  minimum  cost
sharing  requirements  for Phases  II  and  III.   For  cost
sharing purposes, the GovernmentOs share is defined as  that
amount   to  be  funded  under  the  cooperative  agreement.
Industry  cost  sharing may include cash  (profit  based  or
venture   capital),  Independent  Research  and  Development
(IR&D)   funds  to  be  expended  in  performance   of   the
cooperative  agreement, and in-kind contributions.  Industry
in-kind  contributions are governed by Office of  Management
and  Budget (OMB) Circular A-110, Section 23, entitled "Cost
Sharing  or Matching".  Industry's cost share shall  not  be
charged  to the Government under any other contract,  grant,
or  cooperative  agreement,  except  for  allocation  as  an
indirect cost as part of an IR&D program.  However, offerors
shall not count IR&D funds already allocated as cost sharing
to  existing cooperative agreement efforts, again as in-kind
contribution  for the XD33. OfferorsO proposed cost  sharing
shall begin upon award.

6.0  Government Budget Information

Any  award  is  subject to the availability of  funds.   The
following funding information is provided as a guide to  the
potential level of funding available.

     Expected funding in millions of dollars, by FY,  is  as
     follows:
     
                                FY95*  FY96  FY97  FY98 FY99
     X-33 Concept Definition/   18.0   6.0    --    --    --
        Design (Phase I)

     X-33 Design/Demonstration   --   43.0 147.0 270.0 178.0
        (Phase II)
       X-33 Integration &        --   43.0  76.0  85.0 100.0
         Operations
       X-33 Subsystems Design,   --   --    71.0 185.0  78.0
         Fab. & Test

     Supporting Technology      20.0  --     --   40.0 147.0
       Demonstration
                              (Phase I)           (Phase II)

     RLV Tech. Program          50.6  50.7  30.6
       (Focused, Phase I)
       (Current NRA activity)
     System Engineering &        4.6   4.7   4.7   4.7   4.7
       Analysis

     Long Term, High Payoff      9.3   8.6  15.6  25.7  30.1
       Tech. Investment

     Total                     102.5 113.0 197.9 340.4 359.8


     *    Note:  Includes Department of Defense Funding

The   funding  included  in  this  table  represents  NASA's
projected funding to demonstrate all RLV technologies  to  a
point consistent with the next  generation  system decision.
The  projected  funding availability for the RLV  technology
program  (excluding  DC-XA and X-34) is  provided  in  above
table.  Offeror's have the flexibility to propose the actual
effort split required between the budget line items shown in
above table.
This funding profile covers funds for both of the following:
     a.Funds  provided  directly to the selected  offeror(s)
       under  the  resulting  cooperative  agreement(s),  in
       conjunction with the payment milestones, and
     b.Funds  required  to pay for charges relating  to  the
       performance of government responsibilities under  the
       resulting    cooperative   agreement(s)   (government
       responsibilities  may  require in-kind  resources  in
       the  form  of personnel, facilities, services,  etc.,
       made      available     through      the      various
       Centers/Laboratories).   These  charges  may  include
       Installation charges for Program Support,  materials,
       facility  modifications, etc.,  but  do  not  include
       salaries  for  government  personnel.   Offerors  are
       responsible  for  negotiating and obtaining  response
       letters  from each participating installation,  which
       will          define         candidate         center
       responsibilities/contributions   and   the    charges
       relating     to    the    performance    of     these
       responsibilities  (see Appendix  B,  Section  5a  and
       Appendix E).  Payment of these charges will  be  made
       internal  to  the  Government out  of  the  available
       program funding.
       
7.0  Proposed Deviations

It  is  anticipated  that the terms and  conditions  of  any
resultant cooperative agreement will essentially be the same
as  those  contained  under Appendix D -  Model  Cooperative
Agreement.  Offerors shall indicate any  clauses  which  the
offeror  is  unwilling  to accept,  state  reasons  for  the
objections,  and propose alternate wording, as  appropriate.
In  the  absence of objections to the cooperative  agreement
clauses,   the   offeror  shall  include  a   statement   of
acceptance.


  8.0     CAN Internet Access

A  digital  copy  of this CAN and related documents  may  be
obtained  over the internet.  The documents are in  American
Standard  Code  Information Interchange (ASCII)  format  and
Rich  Text  Interchange Format (RTF).   The  ASCII  versions
reside  on  a  World Wide Web (WWW) server at  the  Marshall
Space  Flight  Center (MSFC), which may  be  accessed  using
client  browsers,  such  as MOSAIC.   The  WWW  address,  or
Uniform Resource Locator (URL), of the MSFC Procurement home
page  is: "http://procure.msfc.nasa.gov".  Instructions  are
available  on-line.   The RTF documents  may  be  downloaded
using  "anonymous  File Transfer Protocol  (FTP)"  from  the
/pub/solicit     directory    of     the     FTP     server,
sunwks.msfc.nasa.gov.    Anonymous   FTP    connection    is
accomplished  by entering the above server location  in  the
"Server" or "Host" field, entering "anonymous" in the  "User
ID" field, entering either "guest" or preferably your e-mail
address (e.g. jsmith@msfc.nasa.gov) in the "Password" field,
and   entering  the  above  directory  information  in   the
"Directory"  field.  The RTF documents should be  downloaded
as  "text" in accordance with the instructions for your  FTP
application.

If  you  have  any problems, ask for help from  your  system
administrator.

9.0  Project Measurement

OfferorsO shall define, measure, evaluate, and report  their

own  progress toward project success over the course of  the

project.  See Appendix B. Pg 8, Paragraph 6 (l).









                         APPENDIX B

                              

                              

  INSTRUCTIONS FOR RESPONDING TO NASA COOPERATIVE AGREEMENT
                           NOTICE
                           
                           
                           
                           
                           
                           
                           
                           
REUSABLE LAUNCH VEHICLE ADVANCED TECHNOLOGY DEMONSTRATOR: X33
                             
                         APPENDIX B
                              
 INSTRUCTIONS  FOR RESPONDING TO NASA COOPERATIVE AGREEMENT
                           NOTICE
                           
1.   Foreword                   ideas     submitted      in
                                  response to the  CAN,  to
NASA depends upon industry,       be  used as the basis  of
educational   institutions,       a   solicitation  or   in
and     other     nonprofit       negotiation  with   other
organizations for  many  of       organizations, nor  is  a
its       research      and       pre-award        synopsis
development efforts.  While       published  for individual
a number of mechanisms have       proposals.
been  developed  over   the
years    to   inform    the     c.A    solicited   proposal
research   and  development       that  results in  a  NASA
community of those areas in       award  becomes  part   of
which   NASA  has   special       the    record   of   that
research   interests,   the       transaction  and  may  be
instructions    in     this       available  to the  public
appendix apply only to this       on   specific   requests;
Cooperative       Agreement       however,  information  or
Notice.  A NASA Cooperative       materials that  NASA  and
Agreement   Notice    (CAN)       the   awardees   mutually
permits         competitive       agree   to   be   of    a
selection  of  projects  in       privileged  nature   will
accordance  with   statute,       be  held in confidence to
and  preserves some of  the       the  extent permitted  by
traditional  concepts   and       law,    including     the
understanding    associated       Freedom   of  Information
with    NASA    sponsorship       Act.
normally  solicited  by   a
NASA  Research Announcement     d.NASA  may select  only  a
(NRA).    A    CAN     also       portion   of  a  proposed
introduces new concepts for       application,   in   which
NASA sponsorship.                 case the offeror will  be
                                  given the opportunity  to
2.   Policy                       accept  or  decline  such
                                  partial acceptance. a.NASA
fosters       and
  encourages            the     e.NASA  reserves the  right
  submission  of  proposals       to   reject  any  or  all
  relevant    to     Agency       proposals   received   in
  mission  requirements  by       response to the CAN  when
  solicitations       which       such      action       is
  describe     areas     of       considered  in  the  best
  interest     to     NASA.       interest      of      the
  Proposals   received   in       Government.
  response   to  this   CAN
  will  be  used  only  for     3.   Relationship to Award
  evaluation purposes.
                                A   cooperative   agreement
b.NASA  does  not  allow  a     will  be used to accomplish
  proposal,  the   contents     the  effort funded  on  the
  of    which    are    not     basis    of    a   proposal
  available         without     submitted  in  response  to
  restriction from  another     this CAN.
  source,  or  any   unique
4.   Conformance to             to     be     substantially
Guidance                          involved,  to   have    a
                                  meaningful   role,    not
a.NASA  does not  have  any       just  an oversight  role,
  mandatory    forms     or       in   accomplishing  tasks
  formats  for  preparation       under    the   agreement.
  of   responses  to  CANs;       The          government's
  however,  it is requested       involvement/contribution
  that   proposals  conform       could      include      a
  to   the  procedural  and       combination   of    cash,
  submission     guidelines       personnel,    facilities,
  covered     in      these       services,      materials,
  instructions, as well  as       facility   modifications,
  Appendix  C, CAN proposal       etc.,  but not just  cash
  format.   In  particular,       only.     Industry     is
  NASA      may      accept       encouraged   to   propose
  proposals         without       the  use  of  only  those
  discussion;        hence,       NASA    resources    they
  proposals          should       believe   necessary   for
  initially be as  complete       successful completion  of
  as    possible   and   be       the  project.  The degree
  submitted     on      the       of  use of NASA resources
  offerorsO  most favorable       will  not be a factor  in
  terms.                          contractor selection.

b.In     order    to     be       Where        appropriate,
  considered responsive  to       industry  may propose  to
  the    solicitation,    a       use            government
  submission  must,  at   a       resources.  This  use  of
  minimum,    present     a       government      resources
  specific  project  within       must     be    negotiated
  the  area  delineated  by       between  the offeror  and
  the      CAN;     contain       the              affected
  sufficient technical  and       installation(s) prior  to
  cost    information    to       submission     of     the
  permit    a    meaningful       proposal     and     must
  evaluation; be signed  by       include  mutually  agreed
  an   official  authorized       upon    task   schedules,
  to   legally   bind   the       cost    and    milestones
  submitting  organization;       which   are  subject   to
  not   merely   offer   to       tracking   and  statusing
  perform          standard       by  the  partnership  for
  services   or   to   just       the   purpose  of   early
  provide   facilities   or       identification         of
  services;     and     not       potential  problems;  and
  significantly   duplicate       must   be supported by  a
  a      more     specific,       letter  of response  from
  current, or pending  NASA       the        installation's
  solicitation.                   designated    point    of
                                  contact.   The designated
5.   CAN-Specific Items           points  of  contact   are
                                  given   in  Appendix   E.
a.Cooperative    agreements       These  requests  may   be
  require   the  government       for   Phase  I   (concept
  definition/design  )   as       in  an  objective manner.
  well  as  estimates   for       Each  proposal copy shall
  Phases                 II       contain   all   submitted
  (design/demonstration  of       material,   including   a
  X-33) and III (follow  on       copy  of  the transmittal
  commercial RLV).                letter   if  it  contains
                                  substantive information.
b.The   installation  point
  of  contact is the single     b.The  proposals shall have
  entry  and exit point  to       fully    completed    and
  the   installation.   The       signed  cover  pages  and
  point   of   contact   is       certifications,        in
  responsible           for       accordance   with   those
  coordination   with   the       given  in Appendix  C  of
  appropriate   laboratory,       this CAN.
  facility,  etc.,   within
  the  installation.  After     c.Transmittal Letter or
  completion             of       Prefatory Material shall
  negotiations   with   the       be limited to the
  appropriate          lab,       following:
  facility, etc.,  industry
  is  required  to  provide       (1)The   legal  name  and
  the    results   to   the           address    of     the
  installation   point   of           organization      and
  contact.                            specific division  or
                                      campus
c.The  installation  letter           identification,    if
  of     response      will           part   of  a   larger
  contain      a      list,           organization;
  description           and
  limitations    of     all       (2)Type                of
  negotiated   installation           organization;   e.g.,
  resources      to      be           profit,    nonprofit,
  utilized.   It will  also           educational,    small
  contain     all     costs           business,   minority,
  associated   with   these           women-owned,     etc.
  resources.   These  costs           The          Standard
  must  be included in  the           Industrial  Code  for
  Costs    of    Government           this   CAN  is  8731.
  Contribution  line   item           The   small  business
  #9,    in    the   budget           size   standard    is
  summary     form     (see           1000 employees;
  Appendix   C)   of    the
  proposal  along  with   a       (3)Name   and   telephone
  copy        of        the           number  of  the  Lead
  installation's   response           Partner  and business
  letter.                             personnel who may  be
                                      contacted      during
6.   Proposal Contents                evaluation         or
                                      negotiation;
a.The   following   general
  information is needed  in       (4)Identification      of
  all  proposals  in  order           any             other
  to  permit  consideration           organizations    that
      are         currently
      evaluating          a               NOTICE
      proposal   for    the
      same effort;                  Restriction on Use
                                      and Disclosure
  (5)Identification      of             of Proposal
      the specific CAN,  by             Information
      number and title,  to
      which   the  proposal          The     information
      is responding;                 (data)    contained
                                     in/on [insert  page
  (6)Date   of  submission;          numbers  or   other
      and                            identification]  of
                                     this       proposal
  (7)Letters of Response             constitutes a trade
                                     secret       and/or
d.Restriction on Use and             information that is
  Disclosure of Proposal             commercial       or
  Information                        financial,      and
                                     confidential     or
  It  is NASA policy to use          privileged.  It  is
  information contained  in          furnished  to   the
  proposals  for evaluation          Government       in
  purposes   only.    While          confidence with the
  this   policy  does   not          understanding  that
  require     that      the          it     will    not,
  proposal      bear      a          without  permission
  restrictive       notice,          of  the offeror, be
  offerors    or    quoters          used  or  disclosed
  should,   in   order   to          other   than    for
  maximize  protection   of          evaluation
  trade  secrets  or  other          purposes; provided,
  information    that    is          however,  that   in
  commercial  or financial,          the  event a  grant
  and    confidential    or          or      cooperative
  privileged,   place   the          agreement        is
  following notice  on  the          awarded   on    the
  title    page   of    the          basis    of    this
  proposal and specify  the          proposal,       the
  information  subject   to          Government    shall
  the  notice by  inserting          have  the right  to
  appropriate                        use   and  disclose
  identification,  such  as          this    information
  page   numbers,  in   the          (data)    to    the
  notice.   In  any  event,          extent provided  in
  information        (data)          the    grant     or
  contained   in  proposals          cooperative
  will be protected to  the          agreement.     This
  extent permitted by  law;          restriction    does
  but,   NASA  assumes   no          not    limit    the
  liability for use  and/or          GovernmentOs  right
  disclosure             of          to  use or disclose
  information   not    made          this    information
  subject to the notice.             (data)  if obtained
     from another source              description        of
     without                          proposed   activities
     restriction.                     to  each NASA  Center
                                      or                DoD
e.Abstract                            Laboratory/Center
                                      involved, based  upon
  Include  a concise  (200-           prior    coordination
  300    words)    abstract           discussions      with
  describing the  objective           each       government
  of  the  proposed  effort           entity.
  and    the   method    of
  approach.                           The           project
                                      description    should
f.Certifications                      be   prepared  in   a
                                      manner           that
  The             following           addresses         the
  certifications are to  be           evaluation    factors
  included:   Certification           in              these
  Regarding    Drug    Free           instructions and  any
  Workplace   Requirements,           additional   specific
  Certification   Regarding           factors  in the  CAN.
  Debarment,    Suspension,           Any       substantial
  and  Other Responsibility           collaboration    with
  Matters,              and           organizations      or
  Certification   Regarding           individuals       not
  Lobbying.    Appendix   C           referred  to  in  the
  contains forms for  these           budget   or  use   of
  certifications.                     consultants    should
                                      be described.
g.Project Description
                                  (2)Proposed     Milestone
  (1)Technical    Statement           Accomplishment:
      of Work:
                                      The         technical
      The  proposals  shall           statement   of   work
      reflect           the           defined  above  shall
      following:                      include      specific
                                      milestone
      - a          detailed           accomplishments
        statement  of  work           planned,      payment
        to   be  undertaken           milestones,       and
        for   the   Concept           completion dates.
        Definition/Design
        Phase,                        In   the  next  three
                                      sections,         the
      - specific  technical           response to this  CAN
        objectives      and           shall   reflect   the
        expected                      emphasis           on
        significance.                 specific/detailed
                                      plans     for     the
      The   statement    of           Concept
      work  should  include           Definition/Design  of
      the  allocations   of           the     X-33,    with
      tasks             and           preliminary     plans
      for   the   follow-on           describe          the
      program        phases           evolutionary
      (Design/Demonstratio            path/linkage
      n  Phase  II and  the           proposed    to     be
      commercial RLV  Phase           followed during  each
      III).                           subsequent  phase  of
                                      the  X-33,  including
  (3)Business    Investment           the   commercial  RLV
      Strategies  and  Cost           Development/Operatio
      Planning:                       n Phase.

      The  proposals  shall       (5)Vehicle   Design   and
      reflect      detailed           Analysis:
      business   investment
      strategies        and           The         technical
      planning    to     be           section   for    each
      undertaken     during           phase  shall  contain
      the           Concept           a    brief   summary,
      Definition/Design               followed     by     a
      Phase    and    shall           description  of   the
      describe          the           technical content  of
      evolutionary                    the  proposed effort,
      path/linkage                    the   approach,   and
      proposed    to     be           the          expected
      followed during  each           results.          The
      subsequent  phase  of           proposals       shall
      the  X-33,  including           reflect      detailed
      the   commercial  RLV           plans  for  achieving
      Development/Operatio            the       performance
      n Phase.                        goals   during    the
                                      Concept
      The   proposal  shall           Definition/Design
      contain   for    each           Phase    and    shall
      phase,    a   section           describe          the
      addressing                      evolutionary
      significant    issues           path/linkage
      in    each   of   the           proposed    to     be
      following      areas:           followed during  each
      Technical,                      subsequent  phase  of
      Management,       and           the  X-33,  including
      Cost.                           the   commercial  RLV
                                      Development/Operatio
  (4)Operations Planning:             n Phase.
  
      The  proposals  shall           The        technology
      reflect      detailed           inherent    in    the
      plans  for  achieving           vehicle        design
      high    levels     of           concept   should   be
      operability,                    compared    to    the
      supportability,   and           present state of  the
      cost    effectiveness           art;  in relation  to
      during   the  Concept           previous  work   done
      Definition/Design               by  the offeror,  and
      Phase    and    shall           to  related  work  in
      pr                              proposals      should
                                      reflect      detailed
      Additionally,                   management  planning,
      offerors may  or  may           structure         and
      not  elect to include           approach    for   the
      in    their   initial           Concept
      proposal   for    the           Definition/Design
      Phase   I   activity,           Phase  of  the  X-33.
      supporting                      Additionally,
      technology                      preliminary  planning
      demonstration                   for   management   of
      efforts ( area  4  as           the
      mentioned          in           Design/Demonstration
      Appendix          A).           Phase    should    be
      Initial     proposals           included as  well  as
      must   not,  however,           linkage    to     the
      include          only           planned    management
      supporting                      during            the
      technology                      commercial
      demonstration                   Development/Operatio
      efforts,      without           n Phase.
      proposing          to
      accomplish         in     i.Key Personnel
      parallel the Phase  I
      activity  (areas  1-3       (1)A  brief  biographical
      as    mentioned    in           sketch    referencing
      Appendix A).                    related work  of  key
                                      personnel  shall   be
h.Management Approach                 included, along  with
                                      any       exceptional
  (1)For            efforts           qualifications
      involving                       covering the  past  5
      interactions    among           years.
      individuals      from
      more     than     one       (2)The   Program  Manager
      organization,   plans           is   responsible  for
      for dissemination  of           direct    supervision
      responsibilities  and           of   the   work   and
      any         necessary           participates  in  the
      arrangements      for           conduct    of     the
      ensuring            a           project    regardless
      coordinated    effort           of   whether  or  not
      should  be described.           compensation       is
      This shall include  a           received  under   the
      one  page outline  of           award.   Omit  social
      the    articles    of           security  number  and
      collaboration.    The           other  personal items
      working  relationship           which  do  not  merit
      with    NASA    field           consideration      in
      centers   should   be           evaluation   of   the
      described   in   this           proposal.        Give
      section.                        similar  biographical
                                      information on  other
  (2)The            initial           senior   professional
      personnel  who   will           use  of civil service
      be           directly           personnel,        the
      associated  with  the           proposal         must
      project.   Give   the           reflect         costs
      names  and titles  of           associated       with
      any  other  engineers           those personnel.
      and         technical
      personnel  associated       (2)Describe     available
      substantially    with           facilities and  major
      the  project  in   an           items   of  equipment
      advisory    capacity.           especially    adapted
      Universities   should           or   suited  to   the
      list  the approximate           proposed     project,
      number   of  students           and   any  additional
      or  other assistants,           major equipment  that
      together         with           will   be   required.
      information   as   to           Identify          any
      their    level     of           Government-owned
      academic  attainment.           facilities,
      Any special industry-           industrial      plant
      university                      equipment,         or
      cooperative                     special tooling  that
      arrangements   should           are  proposed for use
      be described.                   on the project.

j.Facilities and Equipment        (3)Before  requesting   a
                                      major     item     of
  (1)Proposals       should           capital    equipment,
      describe          the           the   offeror  should
      proposed use  of  any           determine if  sharing
      government        and           or  loan of equipment
      Recipient  facilities           already  within   the
      and  equipment during           organization   is   a
      the  conduct  of  the           feasible  alternative
      proposed  cooperative           to   purchase.  Where
      agreement.   Proposed           such     arrangements
      use       of      any           cannot  be made,  the
      government                      proposal  should   so
      facilities        and           state.
      equipment  should  be
      based     on    prior       (4)Potential discussions
      respondents    should
      concluded  with   the           be     aware     that
      respective                      regulations   require
      installation       to           that    NASA   retain
      agree   on  potential           ownership   of    all
      government                      equipment   purchased
      contributions  in   a           with           NASA's
      resultant                       contribution  to  any
      cooperative                     cooperative
      agreement.     Should           agreements.       The
      the         potential           Recipient shall  have
      government                      title   to  equipment
      contribution  involve           and   other  personal
      property     acquired           to     provide    the
      with        Recipient           industry         cost
      funds.     Therefore,           sharing
      if    the   Recipient           contribution,     and
      would    need     the           state   that  it   is
      equipment          to           consistent  with  the
      continue   commercial           cost          sharing
      efforts     following           guidelines.
      the       cooperative           Allowable        cost
      agreement, it  should           sharing
      be    part   of   the           contributions     are
      Recipient's                     defined  in  Appendix
      contribution       as           A, paragraph 5.
      opposed  to  part  of
      the      Government's       (2)The   budget   summary
      contribution.                   shall   be  presented
                                      in   Budget   Summary
k.Proposed       Costs/Cost           Form as described  in
  Sharing                             Appendix    C,    CAN
                                      Proposal      Format,
  In    addition   to   the           consistent  with  the
  instructions    contained           accompanying  general
  here,    offerors     are           and      line-by-line
  referred  to Appendix  C.           instructions.
  This appendix contains  a
  model     format      for     l.Project  Measurement
  proposed         budgets.
  Offerors'  proposed  cost       The    proposal    should
  sharing shall begin  upon       describe     how      the
  award.                          project's      management
                                  will   define,   measure,
  (1)Cost    sharing     is       evaluate, and report  its
      required        under       own    progress    toward
      cooperative                 project success over  the
      agreements with "for-       course  of  the  project.
      profit"                     The  plan should  include
      organizations.              a  definition of  project
      Significant      cost       success  that the Project
      sharing  by  industry       Lead  and  Co-Leads  will
      is       anticipated.       use  to guide the effort,
      Proposals       shall       and      also     include
      include   a    clear,       provisions for  measuring
      description   summary       progress   toward    cost
      of  the  cost sharing       savings   and  reportable
      contributions      of       innovations    for    the
      both  government  and       benefit  of the  relevant
      industry,  the  basis       industry   as  a   whole.
      for             value       Project         financial
      determination of  the       reporting     must     be
      offerorOs        cost       developed              to
      sharing  contribution       quantitatively track  and
      to    the    program,       report   progress  during
      evidence    of    the       the  entire period of the
      offeror's  capability       project.
                                  support       of      all
m.Cooperative     Agreement           projects         with
  Payment                             substantial
  Schedule/Milestone                  involvement  of   the
  Accomplishments                     program  manager  and
                                      each  key sub-manager
  Offerors  shall  identify           for  whom support  is
  and  schedule significant           requested.        The
  accomplishments   towards           format   appears   in
  achieving  the objectives           Appendix   C.     The
  of     the    cooperative           information   content
  agreement.          These           shall include: source
  accomplishments  will  be           of  support,  project
  referred  to  as  payment           title   with   grant,
  milestones.   NASA   will           cooperative agreement
  provide       incremental           or  contract  number,
  payments      of      its           award    amount    by
  contribution         upon           Government     fiscal
  completion    of    these           year, and total award
  milestones.       Payment           amount, award period,
  milestones    shall    be           level  of  effort  in
  defined   in   terms   of           person-months,    and
  accomplishment,     date,           the   location  where
  and   amount.  The  first           the  work  is  to  be
  payment  milestone   must           performed.
  not  precede  receipt  by
  NASA  of the articles  of       (2)For    other   current
  collaboration   including           projects        being
  signed  agreements  among           conducted   by    the
  all parties.                        Principal
                                      Investigator,
n.Classified Information              provide   title    of
                                      project,   sponsoring
  Proposals   should    not           agency,  and   ending
  contain         national-           date.
  security   sensitive   or
  classified      material.     p.Special Matters
  However,  if the proposed
  work  requires access  to       (1)Include  any  required
  or   may  generate   such           statements         of
  information,          the           environmental  impact
  submitter     will     be           of      the     work,
  required  to comply  with           conflict           of
  applicable     Government           interest, or on  such
  security regulations.               other  topics as  may
                                      be  required  by  the
o.Current    and    Pending           nature  of the effort
  Support                             and           current
                                      statutes,   executive
  (1)Following  the  budget           orders,   or    other
      section, the proposal           current   Government-
      shall    contain    a           wide guidelines.
      summary   of  current
      and  pending  Federal       (2)Offerors        should
      include    a    brief     page   using   uncompressed
      description  of   the     font  point sizes of 12  or
      organization,     its     larger,    normal   leading
      facilities,       and     (space between lines),  and
      previous         work     1-inch    margins.     Text
      experience   in   the     embedded  in  graphics   or
      field     of      the     figures may be less than 12
      proposal.    Identify     point  font size, but  must
      the         cognizant     be  greater  than  6  point
      Government      audit     font size.
      agency,    inspection
      agency,           and     To facilitate the recycling
      administrative            of shredded proposals after
      contracting  officer,     review, proposals shall  be
      when applicable.          submitted  on plain,  white
                                paper only.  This precludes
7.   Length                     the use of cardboard stock,
                                plastic covers, and colored
Every effort should be made     paper.
to  keep proposals as brief
as  possible, concentrating     8.   Joint Proposals
on   substantive   material
essential  for  a  complete     The effort contemplated  by
understanding    of     the     this  CAN may involve joint
project.                        efforts  among  individuals
                                in  different organizations
Proposals should be written     or  mutual efforts of  more
concisely in English.   The     than    one   organization.
total    length   of    the     Where              multiple
proposal  including   cover     organizations are involved,
page, figures, tables, list     the   proposal   shall   be
of  references, etc., shall     submitted  by only  one  of
not exceed 75 pages on 8.5O     them.  In  this  event,  it
x   11O  paper for  Phase  I     should clearly describe the
(areas  1-3), plus  another     role  to be played  by  the
25  pages for each separate     other   organizations   and
proposal  for each sub-area     indicate   the  legal   and
of   area   4   (supporting     managerial     arrangements
technology    demonstration     contemplated.
efforts) should an  offeror
choose  to propose on  area     9.   Late Proposals
4.    Foldouts  shall   not
exceed  11" x 17" and  each     A  proposal received at the
foldout will be counted  as     designated office after the
two     pages.     Required     date and time specified  in
certifications          and     the   CAN   may  still   be
prefatory material will not     considered if it is in  the
be  assessed  against  this     best   interest   of    the
page   limit.    Pages   in     government.
excess  of the above  limit
will  not be considered  in     10.  Withdrawal
the evaluation and will  be
returned.  There shall be a     Proposals  may be withdrawn
maximum  of  52  lines  per     by the offeror at any time.
Offerors  are requested  to           demonstrated  by  the
notify NASA if the proposal           proposal,   including
is    funded   by   another           linkage    throughout
organization    or    other           Phase I, II and III.
changed circumstances which
dictate   termination    of       (3)The          offeror's
evaluation.                           capabilities,
                                      related   experience,
11.  Evaluation Factors               facilities,
                                      techniques,        or
The  principal elements (of           unique   combinations
approximately equal weight)           of  these  which  are
considered in evaluating  a           integral factors  for
proposal  are its relevance           achieving         the
to  the  CAN's  objectives,           proposal objectives.
intrinsic merit, and cost.
                                  (4)The    qualifications,
a.Evaluation      of      a           capabilities      and
  proposalOs  relevance  to           experience   of   the
  the    CAN's   objectives           proposed      program
  includes   an  assessment           manager,         team
  of   how  well  proposals           leader,    or     key
  meet,  in  the  following           personnel   who   are
  order of importance,  the           critical           in
  X-33   program  business,           achieving         the
  operations,           and           proposal objectives.
  technical   requirements,
  goals, and objectives.          (5)Overall       standing
                                      among         similar
b.Evaluation      of      a           proposals   available
  proposals       intrinsic           for        evaluation
  merit    includes     the           and/or     evaluation
  consideration   of    the           against   the   known
  following  factors,  none           state-of-the-art.
  of    which    is    more
  important    that     any     c.Evaluation  of  the  cost
  other:                          of   a   proposed  effort
                                  includes              the
  (1)Overall    merit    of       consideration   of    the
      proposed   integrated       realism               and
      business   investment       reasonableness   of   the
      strategy          and       offerorOs proposed  costs
      planning                    (see    Budget    Summary
      demonstrating               Form,  line #6,  page  C-
      linkage    throughout       5),  the relationship  of
      Phase I, II and III.        the     proposed    total
                                  program costs (page  C-5,
  (2)Overall     scientific       item  10) to the expected
      or   technical  merit       available  funding;  and,
      of  the  proposal  or       the     proposed     cost
      unique            and       sharing  (page C-5,  item
      innovative   methods,       7)   by  the  offeror  as
      approaches,        or       defined    in   paragraph
      concepts                    5.0,   Resource  Sharing,
  Appendix      A.      The                          4:30 pm
CST
  evaluation     of     the
  offerorOs  cost   sharing     NASA   will  contact   both
  includes    consideration     successful and unsuccessful
  of   the  following,   in     offerors.
  order    of   importance:
  cash  (profit  based   or
  venture  capital),  IR&D,
  and               in-kind
  contributions.  Cost  and
  cost   sharing  will   be
  evaluated     for     all
  phases,    but   greatest
  emphasis   will   be   on
  Phase I.

12.  Cancellation of CAN

NASA reserves the right  to
make  no awards under  this
CAN and, in the absence  of
program funding or for  any
other   reason,  to  cancel
this CAN by having a notice
published  in the  Commerce
Business    Daily.     NASA
assumes  no  liability  for
canceling  the CAN  or  for
anyoneOs failure to receive
actual      notice       of
cancellation.  Cancellation
may be followed by issuance
and  synopsis of a  revised
CAN, since amendment of the
CAN    is   normally    not
permitted.
13.  Schedule
The    schedule   for   the
preparation,   review   and
selection of proposals  for
this CAN is as follows:

October 19, 1994
               Industry
             Briefing and
              release of
               draft CAN
January 12, 1995    Release
             of final CAN
February 24, 1995
               Proposals
               due

                         APPENDIX C

                              

                              

                     CAN PROPOSAL FORMAT
                              
                              
                              
                              
                              
                              
                              
                              
REUSABLE LAUNCH VEHICLE ADVANCED TECHNOLOGY DEMONSTRATOR: X33

                         APPENDIX C

                       PROPOSAL FORMAT

Please prepare your proposal in the following format:
Prefatory Material
Standard Cover Page
Proposal Summary Form
Budget Summary Form
Additional Detailed Budget Information Certifications (see
pages C-9, C-10, C-11)

Table of Contents
1.0  Project Description
          1.1  Technical Statement of Work: Phase I
     1.2  Program Milestone accomplishment: Phase I
     1.3  Content, Approach, Expected Results (Subsection
          titles apply to areas 1-3)
1.3.1     Business Investment Strategies and Cost
Planning
               Phase I   (Detailed)
               Phase II  (preliminary planning)
               Phase III (preliminary planning)
          1.3.2     Operations Planning
               Phase I   (Detailed)
               Phase II  (preliminary planning)
               Phase III (preliminary planning)
          1.3.3     System Design and Analysis
               Phase I   (Detailed)
               Phase II  (preliminary planning)
               Phase III (preliminary planning)
2.0  Management Approach
3.0  Key Personnel
4.0  Facilities and Equipment
5.0  Proposed costs/cost sharing
6.0  Project Measurement
7.0  Cooperative Agreement  Milestone Accomplishments/Payment
Schedule
8.0  Classified Information
9.0  Current and Pending Support
10.0 Special Matters

Reminder:      Proposals shall not exceed 75 pages for areas
          1-3 of Phase I; plus
          25 pages for each separate proposal for each sub
          area of area 4 (supporting technology
          demonstrations), should an offeror choose to
          propose on area 4.
These blanks for NASA use only:
Log No.:
Date Received:
Cooperative Agreement No.:


                Reusable Launch Vehicle (RLV) Advanced
         Technology Demonstrator (ATD): X-33
         
                     Proposal Cover Page
     ___________________________________________________
     ___________________________________________________
                       Proposal Title
                              
          _________________________________________
            Program ManagerOs Signature and Date
                              
     __________________________________________________
                              
     ___________________________________________________
           Typed Name and Title of Program Manager
                              
     ___________________________________________________
      Program ManagerOs Telephone Number with Area Code
                              
     ___________________________________________________
                    Name of Organization
                              
          _________________________________________
   Authorizing Organization OfficialOs Signature and Date
                              
     ___________________________________________________
                              
     ___________________________________________________
  Authorizing Organization OfficialOs Typed Name and Title
                              
     ___________________________________________________
  Authorizing Organization OfficialOs Telephone Number with
                          Area Code
                          
     ___________________________________________________
    ___________________________________________________
    ___________________________________________________
    ___________________________________________________
    ___________________________________________________
   Organization Address, including Postal Code and Country
                Reusable Launch Vehicle (RLV)
           Advanced Technology Demonstrator: X-33
                              
                    Proposal Summary Form
                              
                              
1.   Proposal Title:




2.   Program ManagerOs Name, Organization, and Address:




3.   Abstract: (200 to 300 wordsDnot to be replicated in the
body of the proposal)

                      BUDGET SUMMARY *
                              
      From ______________________ To __________________
                              
                              
                                        FOR NASA USE ONLY
                            A             B           C
1.   Direct Labor
     (salaries, wages,   __________  __________  __________
     fringe benefits)

2.   Total Direct Labor  __________  __________  __________
     Hours
     
3.   Other Direct
     Costs:

     a.  Subcontractors  __________  __________  __________


     b.  Consultants     __________  __________  __________


     c.  Equipment       __________  __________  __________


     d.  Supplies        __________  __________  __________


     e.  Travel          __________  __________  __________


     f.  Other           __________  __________  __________


4.   Indirect Costs,
     Including Percent   __________  __________  __________


5.   Other Applicable    __________  __________  __________
     Costs
6.   Subtotal            __________  __________  __________
                         __          __          __
7.   Recipient's
     Proposed Cost       __________  __________  __________
     Sharing

8.   Recipient's
     Proposed
     Cooperative         __________  __________  __________
     Agreement Funding:

9.   Cost of Government
     Contributions (in-  __________  __________  __________
     kind)
     
10.  Total Program       __________  __________  __________
     Costs
*Note:Fill out once for total Phase I (areas 1-3) and fill
      out again once for each government FY. Fill out once
      for each sub-area proposed under area 4 and fill out
      again once for each government FY, if offerors propose
      for area 4. On a separate summary rollup page, provide
      information for line items 6 through 10 for Phase II
      and Phase III respectively, showing total and spread
      by government FY for each.
                    General Instructions
                              
1.  Provide a separate budget summary sheet for each year of
the proposed research.

2.  Recipient estimated costs should be entered in Column A.
Columns  B and C are for NASA use only.  Column C represents
the approved cooperative agreement budget.

3. Provide in attachments to the budget summary the detailed
computations of estimates in each cost category, along  with
any narrative explanation required to fully explain proposed
costs.

4. General-purpose, non-technical equipment is not allowable
as  a  direct  cost  to NASA cooperative  agreements  unless
specifically approved by the Contracting Officer.

5.  In  connection  with indirect cost,  provide  the  name,
address,  and  telephone number of the  Federal  agency  and
official  having  cognizance  over  such  matters  for   the
institution.


                  Line-by-Line Instructions
                              
1.  Direct  Labor  (salaries, wages  and  fringe  benefits):
Attachments  should  list number and  titles  of  personnel,
amount  of  time to be devoted to the cooperative  agreement
and hourly rates of pay.

2.  Total Direct Labor Hours: Show total number of estimated
labor hours required to accomplish the task.

3. Other Direct Costs:

  a.  Subcontractors - Attachments should describe the work
to be subcontracted, estimated amount, Recipient (if known),
and the reason for subcontracting this effort.
  b. Consultants - Identify consultants to be used, why they
are necessary, time to be spent on the project, and rates of
pay  (not to exceed the equivalent of the daily rate for GS18
in Federal service: $429 per day as of January 12, 1992,
excluding expenses and indirect cost).
  c.  Equipment - List separately and explain the need  for
items of equipment exceeding $1,000.  Describe the basis for
the estimated cost.
  d.  Supplies  -  Provide  general  categories  of  needed
supplies, the method of acquisition, estimated cost, and the
basis for the estimate.
  e.  Travel  - List proposed trips individually,  describe
their  purpose  in  relation to the  cooperative  agreement,
provide  dates,  destination, and number of travelers  where
known, and explain how the cost for each was derived.
  f.  Other - Enter the total of any other direct costs not
covered by 3a through 3e. Attach an itemized list explaining
the need for each item and the basis for the estimate.

4.  Indirect  Costs:  Identify  indirect  cost  rate(s)  and
base(s)   as  approved  by  the  cognizant  Federal  agency,
including  the  effective period of the rate. If  unapproved
rates  are  used, explain why and include the  computational
basis  for  the  indirect  expense  pool  and  corresponding
allocation base for each rate.

5.  Other  Applicable Costs: Enter the total  of  any  other
applicable  costs.  Attach an itemized list  explaining  the
need for each item and the basis for the estimate.

6.  Subtotal  -- Estimate Costs: Enter the sum of  items  1,
3.a, through 3.f, 4, and 5.
7.  Recipient's Proposed Cost Sharing: Enter the  amount  of
total  proposed  cost sharing. Cost sharing  shall  also  be
described   and   categorized  in   separate   attachment(s)
consistent with Section B, Paragraph 6 (k) (1).

8.  RecipientOs Proposed Cooperative Agreement Funding:  Net
cost to Government after cost sharing.



9.  Costs  of Government's Contribution: Enter the  proposed
total costs of government's contribution which includes some
combination   of   facility   modifications   and   resource
utilization   (labor,   propellants,   etc.),   based   upon
commitment letters from Government.

10. Total Program Costs: Item 8 plus item 9.

              LIST CURRENT AND PENDING SUPPORT
                   FROM ALL OTHER SOURCES
                              
                              
                              
This  list should include all current research support  from
all  other sources. It must include the proposed project and
all  other research requiring a part or portion of the  time
of  the  Program  Manager and other  senior  personnel.  The
number  of  person-months must be stated regardless  of  the
source  of  the support. Please provide this information  in
the following form:


I.   Name of Program Manager
     A.   Current Support
     B.   Pending Proposals (including renewal applications)

     List separately for (A) and (B):

          (1)  Source of Support
            (2)  Project Title and Short Abstract
          (3)  Award Amount
          (4)  Period Covered by Award
          (5)  Person-Months
          (6)  Location where activity is/will be performed


II.  Names of other key personnel

     List (A) and (B) as shown above.


III. Other agencies to which the proposal, or parts thereof,
has been submitted.

  Certification Regarding Drug-Free Workplace Requirements
               Grantees Other Than Individuals
____________________________________________________________
                              _
                              
    This   certification  is  required  by  the  regulations
implementing the Drug-Free Workplace Act of 1988,  34  (CFR)
Part  85,  Subpart  F.  The regulations,  published  in  the
January 31, 1989 Federal Register, require certification  by
grantees,  prior to award, that they will maintain  a  drug
free  workplace.   The certification  set  out  below  is  a
material representation of fact upon which reliance will  be
placed when the agency determines to award the grant.  False
certification  or  violation of the certification  shall  be
grounds   for   suspension   of  payments,   suspension   or
termination  of  grants, or government  wide  suspension  or
debarment (see 34 CFR Part 85, Sections 85.615 and 85.620).

 This  grantee  certifies that it will provide a  drug-free
     workplace by:

  (a)     Publishing  a  statement notifying employees  that
     the  unlawful  manufacture,  dissemination  dispensing,
     possession   or  use  of  a  controlled  substance   is
     prohibited  in  the granteeOs workplace and  specifying
     the  actions  that will be taken against employees  for
     violation of such prohibition;
     
  (b)     Establishing  a  drug-free  awareness  program  to
     inform employees about -

     (1)    The dangers of drug abuse in the workplace.
     (2)     The granteeOs policy of maintaining a drug-free
       workplace.
     (3)     Any  available drug counseling, rehabilitation,
       and employee assistance programs.
     (4)      The   penalties  that  may  be  imposed   upon
       employees   for   drug  abuse   violations   in   the
       workplace.
       
  (c)     Making it a requirement that each employee  to  be
     engaged in the performance of the grant be given a copy
     of the statement required by paragraph (a).

 (d)     Notifying  the employee in the statement  required
     by  paragraph  (a)  that as a condition  of  employment
     under the grant, the employee will -
     
     (1)    Abide by the terms of the statement.
     (2)      Notify  the  employer  of  any  criminal  drug
       statute conviction for a violation occurring  in  the
       workplace   no  later  than  five  days  after   such
       conviction.
  (e)      Notifying  the  agency  within  ten  days   after
     receiving  notice  under subparagraph  (d)(2)  from  an
     employee or otherwise receiving actual notice  of  such
     conviction.
  (f)     Taking  one  of the following actions,  within  30
     days  of  receiving  notice under subparagraph  (d)(2),
     with respect to any employee who is so convicted -
     (1)     Taking  appropriate  personnel  action  against
       such  an  employee, up to and including  termination;
       or
     (2)      Requiring   such   employee   to   participate
       satisfactorily   in  a  drug  abuse   assistance   or
       rehabilitation program approved for such purposes  by
       a  Federal,  State, or local health, law enforcement,
       or other appropriate agency.
       
 (g)     Making a good faith effort to continue to maintain
     a   drug-free   workplace  through  implementation   of
     paragraph (a), (b), (c), (e), and (f).
     
     
____________________________________________________________
__________________________
Organization Name             (PR)/Award Number or Project
Name

____________________________________________________________
__________________________
Name and Title of Authorized Representative

____________________________________________________________
__________________________
Signature                                    Date
ED 80-0004

                   Certification Regarding
   Debarment, Suspension, and Other Responsibility Matters
                Primary Covered Transactions
____________________________________________________________
                              _
                              
    This   certification  is  required  by  the  regulations
implementing   Executive   Order   12549,   Debarment    and
Suspension,  34  CFR Part 85, Section 85.510,  ParticipantOs
responsibilities.   The regulations were published  as  Part
VII  of  the  May  26, 1988 Federal Register  (pages  19160-
19211).   Copies  of  the  regulation  may  be  obtained  by
contacting  the  U.S.  Department of Education,  Grants  and
Contracts Service, 400 Maryland Avenue, S. W. (Room 3633 GSA
Regional  Office Building No. 3), Washington, DC 20202-4725,
telephone (202) 732-2505.

(1)     The prospective primary participant certifies to the
  best  of  its  knowledge  and  belief,  that  it  and  its
  principals:
  
  (a)     Are  not  presently debarred, suspended,  proposed
     for  debarment,  declared  ineligible,  or  voluntarily
     excluded  from  covered  transactions  by  any  Federal
     department or agency.
     
  (b)     Have not within a three-year period preceding this
     proposal  been  convicted of or had  a  civil  judgment
     rendered  against them for commission  of  fraud  or  a
     criminal   offense   in  connection   with   obtaining,
     attempting to obtain, or performing a public  (Federal,
     State, or local) transaction or contract under a public
     transaction;  violation of Federal or  State  antitrust
     statues  or commission of embezzlement theft,  forgery,
     bribery,   falsification  or  destruction  of  records,
     making false statements, or receiving stolen property.
     
  (c)      Are  not  presently  indicted  for  or  otherwise
     criminally or civilly charged by a governmental  entity
     (Federal, State or local) with commission of any of the
     offenses  enumerated  in  paragraph  (1)(b)   of   this
     certification.
     
  (d)     Have  not within three-year period preceding  this
     application/proposal   had   one   or    more    public
     transactions (Federal, State, or local) terminated  for
     cause or default.
     
(2)     Where the prospective primary participant is  unable
  to   certify   to   any   of  the   statements   in   this
  certification, such prospective participant  shall  attach
  an explanation to this proposal.
  
  
  
  
  
____________________________________________________________
__________________________
Organization Name             PR/Award Number or Project
Name


____________________________________________________________
__________________________
Name and Title of Authorized Representative


____________________________________________________________
__________________________
Signature                                    Date
ED Form GCS-008 (REV.12/88)
              CERTIFICATION REGARDING LOBBYING
                              
                              
 Certification for Contracts, Grants, Loans, and Cooperative
                         Agreements
                         
The  undersigned  certifies, to  the  best  of  his  or  her
knowledge and belief, that:

(1)  No Federal appropriated funds have been paid or will be
paid, by or on behalf of the undersigned, 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 the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan,
the  entering  into  of any cooperative agreement,  and  the
extension, continuation, renewal, amendment, or modification
of   any  Federal  contract,  grant,  loan,  or  cooperative
agreement.

(2)  If any funds other than Federal appropriated funds 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  this  Federal contract,  grant,  loan,  or
cooperative  agreement, the undersigned shall  complete  and
submit   Standard  Form-LLL,  ODisclosure  Form  to   Report
Lobbying,O in accordance with its instructions.

(3)  The undersigned shall require that the language of this
certification be included in the award documents for all sub
awards at all tiers (including subcontracts, sub-grants, and
contracts  under grants, loans, and cooperative  agreements)
and that all shall certify and disclose accordingly.

This certification is a material representation of fact upon
which reliance was placed when this transaction was made  or
entered  into.   Submission  of  this  certification  is   a
prerequisite  for  making or entering into this  transaction
imposed  by  Section 1352, Title 31, U.S. Code.  Any  person
who  fails  to  file  the  required certification  shall  be
subject to a civil penalty of not less than $10,000, and not
more than $100,000 for each such failure.



____________________________________________________________ _
Signature and Date


____________________________________________________________ _
Name and Title of Authorized Representative


____________________________________________________________ _
Organization Name
















             This Page Intentionally Left Blank

                         APPENDIX D

                 MODEL COOPERATIVE AGREEMENT








                   REUSABLE LAUNCH VEHICLE
              ADVANCED TECHNOLOGY DEMONSTRATOR:
                           X - 33
                 MODEL COOPERATIVE AGREEMENT
                            X-33
              ADVANCED TECHNOLOGY DEMONSTRATOR
                              
  COOPERATIVE AGREEMENT (As Defined in 31 U.S.C. 6305) (The
                         Chiles Act)
                         
                         
BETWEEN

[NAME AND ADDRESS OF RECIPIENT]


AND





FOR RESEARCH ENTITLED:


Agreement No.:                Effective Date:
Authority:  42 U.S.C. 2451 and NHB 5800.1C
Total Amount of Agreement:  $ x,xxx,xxx (Includes Company
Contributions and Government Funding)
Total Estimated Government Funding of the Agreement:  $
x,xxx,xxx
Funds Obligated:  $ x,xxx,xxx
NASA Procurement Request No.:
Appropriation:
NASA/MSFC Points of Contact:
     Technical Representative      Contract Specialist
     Payment Office
     Financial Management Office, BF52
     Marshall Space Flight Center, AL 35812


FOR  [Name of Recipient]      FOR  The United States of
America
                                   NASA
____________________________________________________________
__________
(Signature)    Date           (Signature)              Date

(Name, Title)                 (     ), Contracting Officer
(Authorized Representative)
                      TABLE OF CONTENTS

1.   PURPOSE

2.   RESPONSIBILITIES

3.   RESOURCE SHARING REQUIREMENTS

4.   RESERVED

5.   PATENT RIGHTS

6.   RIGHTS IN DATA

7.   TERM OF THIS AGREEMENT

8.   NASA FUNDING/RESOURCE SHARING

9.   DISPUTES

10.  LIABILITY AND RISK OF LOSS

11.  MILESTONE PAYMENTS

12.  ADDITIONAL FUNDS

13.  INCREMENTAL FUNDING

14.  COST PRINCIPLES AND ACCOUNTING STANDARDS

15.  RESPONSIBILITIES OF NASA CONTRACTING OFFICER'S

     REPRESENTATIVE

16.  PUBLICATIONS AND REPORTS

17.  SUSPENSION OR REVOCATION

18.  EQUIPMENT AND OTHER PROPERTY

19.  CIVIL RIGHTS

20.  SUBCONTRACTS

21.  CLEAN AIR-WATER POLLUTION CONTROL ACTS

22.  DEBARMENT AND SUSPENSION AND DRUG-FREE WORKPLACE 23.

FOREIGN NATIONAL EMPLOYEE INVESTIGATIVE REQUIREMENTS 24.

RESTRICTIONS ON LOBBYING

25.  TRAVEL AND TRANSPORTATION

26.  OFFICIALS NOT TO BENEFIT

27.  ELECTRONIC FUNDS TRANSFER PAYMENT METHODS

28.  RETENTION AND EXAMINATION OF RECORDS

29.  RESTRICTIONS ON SALE OR TRANSFER OF TECHNOLOGY TO
     FOREIGN FIRMS OR INSTITUTIONS
     
     
30.  RECIPIENT KEY PERSONNEL


31.  MODIFICATION


ATTACHMENT A:       RESPONSIBILITIES
ATTACHMENT B:       PAYMENT MILESTONES
ATTACHMENTS I - IV: PATENT RIGHTS (LARGE BUSINESS), PATENT
                    RIGHTS (SMALL BUSINESS), REQUEST FOR
                    WAIVER OR RIGHTS, DESIGNATION OF NEW
                    TECH AND PATENT REPRESENTATIVE
1.   Purpose
      The  intent of this NASA Cooperative Agreement  is  to
stimulate  the  development  of a  demonstrator,  X-33,  for
technologies   required  for  a  low-cost  next   generation
reusable  space  launch system.  The  X-33  must  adequately
demonstrate  the  key design and operational  aspects  of  a
reusable space launch system so as to reduce the risk to the
private  sector  in  developing such a  commercially  viable
launch system.
2.   Responsibilities
      This  cooperative  agreement will include  substantial
NASA   participation during performance of the effort.  NASA
and the Recipient agree to the following Responsibilities, a
statement  of cooperative interactions to occur  during  the
performance  of  this effort.  NASA and the  Recipient  will
exert   all   reasonable  best  efforts   to   fulfill   the
responsibilities stated below, and to accomplish the purpose
of this cooperative agreement.
      a.   NASA  and the Recipient shall each be responsible
for  particular aspects of project performance as set  forth
in Attachment A - Responsibilities.
      b.   Because  NASA  contractors may obtain  access  to
certain intellectual property arising from work for NASA  in
support  of  this agreement, NASA will inform Recipient,  in
writing  whenever  NASA intends to use NASA  contractors  to
perform engineering services in support of this agreement.
3.   Resource Sharing Requirements
      a.  NASA and the Recipient will share in providing the
resources  required  for performance under  this  agreement.
The  NASA  funding,  and  the dollar  value  of  Recipient's
matching  in-kind and/or cash contributions,  are  specified
under Clause 8 - NASA Funding/Resource Sharing. Criteria and
procedures for the allowability and allocability  of  costs,
both  that funded by NASA and shared by the Recipient  as  a
cash  contribution, are as defined in FAR Part 31,  entitled
"Contract  Cost  Principles  and  Procedures."  (Part  31.2,
Contracts   with   Commercial  Organizations,   Part   31.3,
Contracts   with   Educational  Institutions,   Part   31.6,
Contracts with State, Local and Federally recognized  Indian
Tribal  Government, and Part 31.7, Contracts with  Nonprofit
Organizations).  In-kind contributions by the Recipient  are
governed  by OMB Circular A-110, Section 23, entitled  "Cost
Sharing or Matching."
      b.   The Recipient's share shall not be charged to the
Government under this agreement or under any other contract,
grant, or cooperative agreement, except that the Recipient's
contribution  may  be  considered as  allowable  IR&D  costs
pursuant to NFS 31.205-18 (59 Fed. Ref. 22521, May 2, 1994).
     c.  NASA and the Recipient shall periodically (at least
annually)    review    actual   versus   planned    resource
contributions  to verify that reasonable efforts  are  being
made  by  the  Recipient to provide the agreed  to  resource
contributions.
d.   All  in-kind  contributions by NASA and  the  Recipient
shall   be   clearly  delineated  under   Attachment   A   -
Responsibilities.

4.   Reserved

5.   Patent Rights

5.1  Definitions

      a.   "Contract" means any actual or proposed contract,
cooperative  agreement, agreement, understanding,  or  other
arrangement,  and includes any assignment,  substitution  of
parties, or subcontract executed or entered into thereunder.


      b.  "Invention" means any invention or discovery which
is or may be patentable or otherwise protectable under Title
35 of the United States Code.


     c.  "Made" when used in relation to any invention means
the  conception or first actual reduction to  practice  such
invention.


       d.    "Nonprofit  organization"  means   a   domestic
university  or other institution of higher education  or  an
organization  of the type described in section 501(c)(3)  of
the  Internal  Revenue Code of 1954 (26 U.S.C.  501(c))  and
exempt  from  taxation under section 501(a) of the  Internal
Revenue  Code (26 U.S.C. 501(a)), or any domestic  nonprofit
scientific  or  educational organization qualified  under  a
State nonprofit organization statute.


      e.   "Practical application" means to manufacture,  in
the  case of a composition or product; to practice,  in  the
case of a process or method; or to operate, in the case of a
machine  or system; and, in each case, under such conditions
as  to  establish that the invention is being  utilized  and
that  its  benefits are, to the extent permitted by  law  or
Government   regulations,  available  to   the   public   on
reasonable terms.

      f.   "Recipient" as used in the clause, Patent Rights,
means;   (1)  the Consortium, where the Consortium has  been
formed   into  a  separate  legal  entity  by  the  non-U.S.
Government   parties  to  this  cooperative  agreement   for
carrying  out their responsibilities under this  cooperative
agreement;  and/or  Consortium Member,  where  a  Consortium
Member   is   each  non-U.S.   Government  party   to   this
cooperative  agreement  as  set forth  in  the  articles  of
collaboration  or partnership agreement of  the  Consortium;
and/or other entities having a contractual relationship with
the  Consortium or Consortium Members that are  assigned  or
contracted to perform specified participant activities under
this cooperative agreement; or

(2)   The  firm, where a single firm has entered  into  this
cooperative  agreement  with  NASA;  and/or  other  entities
having  a  contractual relationship with the firm  that  are
assigned  or  contracted  to perform  specified  participant
activities under this cooperative agreement.

Recipient shall mean "contractor" for purposes of the PATENT
RIGHTS -  RETENTION BY CONTRACTOR clauses (Attachments  I
IV).

      g.   "Small  Business  Firm" means  a  domestic  small
business   concern  as  defined  at  15   U.S.C.   632   and
implementing regulations of the Administrator of  the  Small
Business   Administration.   (For  the   purpose   of   this
definition,  the size standard contained in 13  CFR  121.3-8
for  small  business contractors and in 13 CFR 121.3-12  for
small business subcontractors will be used.)

      h.   "Subject  Invention" means  any  invention  of  a
Recipient  and/or  Government employee  conceived  or  first
actually  reduced  to  practice in the performance  of  work
under this contract.


5.2  Allocation of Principal Rights

     a.  Recipient Inventions

      For  other  than  Small Business  Firms  or  Nonprofit
organization  Recipients, the "PATENT RIGHTS - RETENTION  BY
RECIPIENT  (LARGE BUSINESS)" clause applies (Attachment  I).
For   Small   Business   Firm  and  Nonprofit   organization
Recipients, the "PATENT RIGHTS RETENTION BY RECIPIENT (SMALL
BUSINESS)" clause applies (Attachment II).

     b.  NASA Inventions

      NASA  will use reasonable efforts to report inventions
made by NASA employees as a consequence of, or which bear  a
direct  relation  to,  the  performance  of  specified  NASA
activities under this cooperative agreement and, upon timely
request,  will  grant  the Recipient  the  first  option  to
acquire   either   an  exclusive  or  partially   exclusive,
revocable,   royalty-bearing  license,  on   terms   to   be
subsequently  negotiated, for any  patent  applications  and
patents covering such inventions, and subject to the license
reserved in paragraph 5.2 (e)(1), below.  At a minimum,  the
Recipient  or  each  Consortium Member  (if  applicable)  as
determined by the Consortiums' Articles of Collaboration  or
partnership  agreement,  is  hereby  granted  a   revocable,
nonexclusive,   royalty-free   license   in   each    patent
application filed in any country on a subject invention  and
any resulting patent in which the Government acquires title.
Each license extends to its subsidiaries and affiliates,  if
any,  within  the  corporate structure of  the  license  and
includes the right to grant sublicenses of the same scope to
the  extent the licensee was legally obligated to do  so  at
the time the cooperative agreement was awarded.

     c.  NASA Contractor Inventions
      In  the  event NASA contractors are tasked to  perform
work  in  support  of specified NASA activities  under  this
cooperative agreement and inventions are made by  contractor
employees, and NASA has the right to acquire or has acquired
title  to  such inventions, NASA use reasonable  efforts  to
report such inventions and, upon timely request, will  grant
the   Recipient   or   designated  Consortium   Member   (if
applicable), the first option to acquire either an exclusive
or  partially exclusive, revocable, royalty-bearing license,
upon  terms  to be subsequently negotiated, for  any  patent
applications  and  patents  covering  such  inventions,  and
subject  to  the license reserved in paragraph  5.2  (e)(2),
below.   At  a  minimum, the Recipient  or  each  Consortium
Member  (if  applicable), as determined by the  Consortiums'
Articles  of  Collaboration  or  partnership  agreement,  is
hereby   granted  a  revocable,  nonexclusive,  royalty-free
license in each patent application filed in any country on a
subject  invention  and any resulting patent  in  which  the
Government  acquires  title.  Each license  extends  to  its
subsidiaries  and affiliates, if any, within  the  corporate
structure  of the licensee and includes the right  to  grant
sublicenses  of the same scope to the extent  the  Recipient
was  legally  obligated to do so at the time the cooperative
agreement was awarded.

     d.  Joint NASA and Recipient Inventions

      NASA and Recipient agree to use reasonable efforts  to
identify  and  report  to  each other  any  inventions  made
jointly  between  NASA  employees  (or  employees  of   NASA
contractors) and employees of Recipient.

      (1)  For other than small business firms and nonprofit
organizations  NASA  may agree that the United  States  will
refrain  from exercising its undivided interest in a  manner
inconsistent  with Recipient's commercial  interest  and  to
cooperate  with Recipient in obtaining patent protection  on
its  undivided  interest on any waived  inventions  subject,
however,  to  the condition that Recipient  makes  its  best
efforts  to  bring the invention to the point  of  practical
application at the earliest practicable time.  In the  event
that the Administrator determines that such efforts are  not
undertaken,  the Administrator may void NASA's agreement  to
refrain  from  exercising its undivided interest  and  grant
licenses for the practice of the invention so as to  further
its  development.   In  the  event  that  the  Administrator
decides  to void NASA's agreement to refrain from exercising
its  undivided interest and grant licenses for this  reason,
notice  shall  be given to the Inventions and  Contributions
Board  as  to  why such action should not be taken.   Either
alternative  will  be subject to the applicable  license  or
licenses reserved in paragraph 5.2 (e) below.
       (2)    For   small  business  firms   and   nonprofit
organization, NASA shall assign or transfer whatever  rights
it  may acquire in a subject invention from its employee  to
the Recipient as authorized by 35 U.S.C. 202(e).
     e.  Minimum rights reserved by the Government
     Any license or assignment granted Recipient pursuant to
paragraphs 5.2 (b), 5.2 (c) or 5.2(d) above will be  subject
to the reservation of the following licenses:
      (1)   As to inventions made solely or jointly by  NASA
employees,  the  irrevocable,  royalty-free  right  of   the
Government  of  the  United  States  to  practice  and  have
practiced  the  invention  by or on  behalf  of  the  United
States; and

      (2)  As to inventions made solely by, or jointly with,
employees  of NASA contractors, the rights in the Government
of  the United States as set forth in (1) above, as well  as
the  revocable,  nonexclusive, royalty free license  in  the
contractor as set forth in 14 CFR 1245.108.

      f.   Preference  for United States  manufacture.   The
Recipient   agrees  that  any  products  embodying   subject
inventions or produced through the use of subject inventions
shall  be  manufactured substantially in the United  States.
However, in individual cases, the requirement to manufacture
substantially  in the United States may be  waived  by  NASA
upon a showing by the Recipient that under the circumstances
domestic manufacture is not commercially feasible.

       g.   Work  performed  by  the  Recipient  under  this
cooperative agreement is considered undertaken to carry  out
a  public purpose of support and/or stimulation rather  than
for acquiring property or services for the direct benefit or
use  of  the  Government.  Accordingly,  such  work  by  the
Recipient  is  not considered "by or for the United  States"
and the Government assumes no liability for infringement  by
the Recipient under 28 U.S.C. 1498.

6.   Rights in Data

6.1  Definitions

     "Data," means recorded information, regardless of form,
the  media  on  which it may be recorded, or the  method  of
recording.  The term includes, but is not limited  to,  data
of  a scientific or technical nature, computer software  and
documentation  thereof, and data comprising  commercial  and
financial information.

6.2  Data Categories

     a.  General:  Data exchanged between NASA and Recipient
under  this cooperative agreement will be exchanged  without
restriction as to its disclosure, use or duplication  except
as otherwise provided below in this provision.

      b.   Background Data: In the event it is necessary for
Recipient to furnish NASA with Data which existed prior  to,
or produced outside of, this cooperative agreement, and such
Data  embodies  trade  secrets or  comprises  commercial  or
financial  information which is privileged or  confidential,
and  is so identified with a suitable notice or legend,  the
Data will be maintained in confidence and disclosed and used
by  NASA  and  its  contractors (under  suitable  protective
conditions)  only  for the purpose of  carrying  out  NASA's
responsibilities  under  this cooperative  agreement.   Upon
completion  of  activities under this agreement,  such  Data
will be disposed of as requested by Recipient.

      c.   Data  first produced by Recipient:  In the  event
Data first produced by Recipient in carrying out Recipient's
responsibilities   under  this  cooperative   agreement   is
furnished  to  NASA, and Recipient considers  such  Data  to
embody  trade secrets or to comprise commercial or financial
information  which is privileged or confidential,  and  such
Data is so identified with a suitable notice or legend,  the
Data will be maintained in confidence and disclosed and used
by  ["NASA"  or  "the Government," as appropriate]  and  its
contractors (under suitable protective conditions) only  for
[insert  appropriate  purpose;  for  example:  experimental;
evaluation; research; development, etc.] by or on behalf  of
["NASA"  or "the Government" as appropriate]. In order  that
[ONASAO  or  the  OGovernmentO,  as  appropriate]  and   its
contractors may exercise the right to use such Data for  the
purposes  designated  above,  NASA,  upon  request  to   the
Recipient,  shall  have  the right  to  review  and  request
delivery of Data first produced by Recipient. Delivery shall
be made within a time period specified by NASA.

      d.   Data  first produced by NASA:  As to  Data  first
produced  by  NASA  in carrying out NASA's  responsibilities
under this cooperative agreement and which Data would embody
trade  secrets  or  would comprise commercial  or  financial
information  that is privileged or confidential if  obtained
from  the  Recipient such Data will, to the extent permitted
by  law, be appropriately marked with a notice or legend and
maintained in confidence for a period of ( ) years [INSERT A
PERIOD  UP TO 5 YEARS] after development of the information,
with  the  express understanding that during  the  aforesaid
period  such Data may be disclosed and used (under  suitable
protective conditions) by or on behalf of the Government for
Government  purposes only, and thereafter  for  any  purpose
whatsoever  without  restriction  on  disclosure  and   use.
Recipient  agrees  not to disclose such Data  to  any  third
party   without   NASA's   written   approval   until    the
aforementioned restricted period expires.

      e.  Copyright.  In the event Data is exchanged with  a
notice indicating that the Data is protected under copyright
as  a  published,  copyrighted work, or  are  deposited  for
registration  as  a  published work in  the  U.S.  Copyright
Office, the following paid-up licenses shall apply:

      (1)   If  it  is indicated on the data that  the  data
existed   prior  to,  or  was  produced  outside  of,   this
agreement,  the  receiving party and others  acting  on  its
behalf,  may  reproduce, distribute, and prepare  derivative
works  for the purpose of carrying out the receiving party's
responsibilities under this operative agreement; and

      (2)   If  the  furnished data  does  not  contain  the
indication  of (1) above, it will be assumed that  the  data
was  first  produced under this agreement, and the receiving
party  and  others acting on its behalf, shall be granted  a
paid  up,  nonexclusive, irrevocable, worldwide license  for
all such Data to reproduce, distribute copies to the public,
prepare  derivative works, and perform publicly and  display
publicly, by or on behalf of the receiving party.  For  Data
that is computer software, the right to distribute shall  be
limited to potential users in the United States.
When  claim is made to copyright, the Recipient shall  affix
the  applicable copyright notice of 17 U.S.C. 401 or 402 and
acknowledgment of Government sponsorship to  the  data  when
and if the data are delivered to the Government.
      f.  Oral and visual information.  If information which
the  Recipient  considers  to embody  trade  secrets  or  to
comprise  commercial  or  financial  information  which   is
privileged  or confidential is disclosed orally or  visually
to  NASA,  such  information must be  reduced  to  tangible,
recorded form (i.e., converted into Data as defined herein),
identified and marked with a suitable notice or legend,  and
furnished  to NASA within 10 days after such oral or  visual
disclosure, or NASA shall have no duty to limit or restrict,
and  shall  not incur any liability for, any disclosure  and
use of such information.
      g.   Disclaimer  of  Liability.   Notwithstanding  the
above,  NASA  shall  not be restricted  in,  nor  incur  any
liability for, the disclosure and use of:
      (1)   Data  not identified with a suitable  notice  or
legend as set in paragraph 7.2.c. above; nor
      (2)   Information  contained in  any  Data  for  which
disclosure and use is restricted under paragraphs 6.2.c. and
d.  above, if such information is or becomes generally known
without breach of the above, is known to or is generated  by
NASA  independently  of carrying out responsibilities  under
this  agreement, is rightfully received from a  third  party
without   restriction,  or  is  included   in   data   which
Participant  has,  or  is required to furnish  to  the  U.S.
Government without restriction on disclosure and use.

6.3  Marking of Data

     Any Data delivered under this cooperative agreement, by
NASA  or  the  Recipient, shall be marked  with  a  suitable
notice  or  legend indicating the data was  generated  under
this cooperative agreement.

6.4. Public Information Data

     Notwithstanding 6.2(c) and (d) above, the parties agree
that the following data will not be restricted (i.e., public
information):
____________________________________________________________
__________
____________________________________________________________
__________
____________________________________________________________
__________

6.5  Lower Tier Agreements

      The  Recipient shall include this clause  6,  suitably
modified to identify the parties, in all contracts or  lower
tier  agreements,  regardless  of  tier,  for  experimental,
developmental, or research work.

7.   Term of This Agreement

The  agreement commences on the effective date and continues
through   _____________________.   If  all   resources   are
expended  prior  to  the  duration,  the  parties  have   no
obligation to continue performance and may elect to cease at
that  point.  The parties may extend the expiration date  if
additional time is required to complete the milestones at no
increase  in  Government  resources.   Provisions  of   this
Agreement,  which, by their express terms  or  by  necessary
implication,  apply  for periods of  time  other  than  that
specified  as  the  agreement term, shall be  given  effect,
notwithstanding expiration of the term of the agreement.

8.   NASA Funding/Resource Sharing
      NASA and the Recipient anticipate resource sharing  at

approximately  the following levels, for the period  of  the

Cooperative Agreement.

       NASA Funding   Recipient Cash Recipient In-kind

        $ __________   $ ___________  $ _____________

9.   Disputes

      The  parties to this agreement shall communicate  with
one  another  in good faith and in a timely and  cooperative
manner when raising issues under this provision.


      Any  dispute,  which for the purposes of  this  clause
includes  any  disagreement or claim, between NASA  and  the
Recipient  concerning questions of fact or law arising  from
or  in  connection with this agreement and  whether  or  not
involving  alleged breach of this agreement, may  be  raised
only under this provision.


     Whenever a dispute arises, the parties shall attempt to
resolve  the  issues  involved  by  discussion  and   mutual
agreement  as  soon as practicable.  In  no  event  shall  a
dispute which arose more than three (3) months prior to  the
notification  made  under the following  paragraph  of  this
provision constitute the basis for relief under this article
unless NASA waives this requirement.


      Failing  resolution by mutual agreement, the aggrieved
party  shall  document the dispute by  notifying  the  other
party  in writing of the relevant facts, identify unresolved
issues,  and  specify the clarification  or  remedy  sought.
Within  five (5) working days after providing written notice
to  the  other party, the aggrieved party may,  in  writing,
request  a decision by the dispute resolution official,  the
Space  Transportation  Division Director,  Office  of  Space
Access and Technology, NASA Code XX.  The other party  shall
submit  a written position on the matters in dispute  within
thirty  (30)  calendar  days after  being  notified  that  a
decision   has  been  requested.   The  dispute   resolution
official  shall conduct a review of the matters  in  dispute
and render a decision in writing within thirty (30) calendar
days  of  receipt of such written position.  Such resolution
is  not subject to further administrative review and, to the
extend permitted by law, shall be final and binding.

10.  Liability and Risk of Loss

      With regard to activities undertaken pursuant to  this
agreement,  neither party shall make any claim  against  the
other,  employees of the other, the other's related entities
(e.g.,  contractors, subcontractors, etc.), or employees  of
the  other's related entities for any injury to or death  of
its  own  employee or employees of its related entities,  or
for  damage  to or loss of its own property or that  of  its
related entities, whether such injury, death, damage or loss
arises  through negligence or otherwise, except in the  case
of willful misconduct.
      To  the  extent that a risk of damage or loss  is  not
dealt   with  expressly  in  this  agreement,  each  party's
liability  to the other party arising out of this Agreement,
whether  or not arising as a result of an alleged breach  of
this Agreement, shall be limited to direct damages only, and
shall  not include any loss of revenue or profits  or  other
indirect or consequential damages.
11.  Milestone Payments
      a.   By submission of the first invoice, the Recipient
is  certifying that it has an established accounting  system
which  complies  with  standards  promulgated  by  the  Cost
Accounting  Standards Board or generally accepted accounting
principles,  with  the requirements of this  agreement,  and
that  appropriate arrangements have been made for receiving,
distributing, and accounting for funds received  under  this
agreement.

      b.   Payments will be made upon the completion of  the
milestones listed in Attachment B - Payment Milestones.

      c.   The contractor is not entitled to partial payment
for partial completion of a payment milestone.

      d.   Upon  submission by the Recipient of invoices  in
accordance  with  the provisions of the agreement  and  upon
certification   by  NASA  of  completion  of   the   payable
milestone, the Contracting Officer shall authorize  payment.
NASA  will  make  best  efforts to  make  payments  on  such
invoices within 30 days of receipt.

      e.   Invoices  hereunder shall  be  submitted  in  the
original   and   five   copies  to:   NASA/MSFC,   Financial
Management Office, BF52.

      f.   Upon  completion or revocation of this agreement,
the Recipient shall identify any milestone payments received
in  excess of NASA's share of allowable and allocable  costs
incurred.   The  parties  may  mutually  agree  to  continue
performance  using  the excess funds or the  Government  may
require a refund.

12.  Additional Funds

      Pursuant to this agreement, NASA is providing a  fixed
amount of funding for activities to be undertaken under  the
terms  of  this  cooperative agreement.  NASA  is  under  no
obligation   to   provide  additional   funds.    Under   no
circumstances shall the Recipient undertake any action which
could  be construed to imply an increased commitment on  the
part of NASA under this cooperative agreement.

13.  Incremental Funding

      This  cooperative  agreement is incrementally  funded.
The Government's obligation is limited to funds obligated on
the cover page of this agreement or modification thereto.

14.   Cost Principles and Accounting Standards
       The   expenditure  of  Government   funds   and   the
allowability of costs recognized as resource contribution by
the  Recipient (See Clause 3, Resource Sharing Requirements)
shall be governed by the FAR cost principles.

15.   Responsibilities  of  the NASA  Contracting  Officer's
Representatives

       Designation  of  the  NASA  Contract  Specialist  and
Technical  Representative  are  listed  on  the  cooperative
agreement cover sheet.

       The   Contract  Specialist  shall  serve  as   NASA's
authorized representative for the administrative elements of
all work to be performed under the agreement.

      The  Technical Representative shall have the authority
to issue written Technical Advice which suggests redirecting
the  project  work  (e.g., by changing  the  emphasis  among
different  tasks),  or pursuing specific  lines  of  inquiry
likely to assist in accomplishing the effort.  The Technical
Representative   shall   have  the  authority   to   certify
completion of milestones for payment of invoices and  verify
performance  of  Recipient responsibilities.  The  Technical
Representative is not authorized to issue and the  Recipient
shall not follow any Technical Advice which constitutes work
which is not contemplated under this agreement; which in any
manner  causes  an  increase or  decrease  in  the  resource
sharing  or  in  the  time required for performance  of  the
project;  which has the effect of changing any of the  terms
or   conditions  of  the  Cooperative  Agreement;  or  which
interferes with the Recipient's right to perform the project
in   accordance  with  the  terms  and  conditions  of  this
Cooperative Agreement.

16.  Publications and Reports

        a.    NASA   encourages   the   widest   practicable
dissemination  of research results at all times  during  the
course of the investigation consistent with the other  terms
of this agreement.

      b.   All information disseminated as a result  of  the
cooperative  agreement,  shall  contain  a  statement  which
acknowledges  NASA's support and identifies the  cooperative
agreement by number.

     c.  Prior approval by the NASA Technical Representative
is  required  only  where the Recipient  requests  that  the
results of the research be published in a NASA scientific or
technical  publication. Two copies of each draft publication
shall accompany the approval request.

       d.    For  any  technical  reporting  included  under
Attachment A - Responsibilities, an original and two copies,
one  of  which shall be of suitable quality to permit micro
reproduction, shall be sent by Recipient as follows:

       (1)Original--Contracting Officer. (2)Copy--Technical
       Representative (3)Micro-reproducible    copy--NASA
       Center                                      for
           Aerospace  Information (CASI), Attn: Accessioning
           Department, 800 Elkridge Landing Road,  Linthicum
           Heights, Maryland 21090-2934.
17.  Suspension or Revocation
     a.  This cooperative agreement may be suspended by NASA
or  revoked in whole or in part by the Recipient or by  NASA
after  discussions  between  the  parties.   Suspension   or
revocation  shall  be by written notice  to  the  authorized
contractual   representative  of  the  other   party.    The
Recipient shall take all reasonable and necessary  steps  to
stop work and minimize further incurrence of costs after the
suspension or revocation takes effect.

      b.   Suspension of the cooperative agreement may occur
when  the  Recipient has failed to comply with the terms  of
the  cooperative agreement. Upon reasonable  notice  to  the
Recipient,  NASA  may  temporarily suspend  the  cooperative
agreement  and withhold further payments, pending corrective
action by the Recipient or a decision by NASA to revoke  the
cooperative agreement..

      c.  In the event of revocation, the Recipient shall be
paid  milestones  completed  consistent  with  Article   11-
Milestone Payments. In addition, the Recipient shall be paid
a  proportionate  amount of the milestone  payment  for  any
milestone  partially  completed.  Said proportionate  amount
shall  be  equal  to  the percentage of  completion  of  the
milestone in progress, as determined jointly by NASA and the
Recipient.  However, the GovernmentOs obligation is  limited
to  funds  obligated on the cover page of this agreement  or
modification  thereto. In the event that the parties  cannot
agree as to percentage of completion, the parties will  turn
to the Disputes Article of this Agreement for resolution.

18.  Equipment and Other Property

      a.  NASA cooperative agreements permit acquisition  of
technical  property  required for the conduct  of  research.
Acquisition of property costing in excess of $5,000 and  not
included in the approved proposal budget requires the  prior
approval  of  the  Contracting Officer unless  the  item  is
merely  a  different model of an item shown in the  approved
proposal budget.

      b.   Recipients may not purchase, as a direct cost  to
the  cooperative agreement, items of non-technical property,
examples  of  which  include but are not limited  to  office
equipment   and  furnishings,  air  conditioning  equipment,
reproduction  and  printing equipment, motor  vehicles,  and
automatic  data  processing  equipment.   If  the  Recipient
requests an exception, the Recipient shall submit a  written
request  for Contracting Officer approval, prior to purchase
by  the  Recipient, stating why the Recipient cannot  charge
the property to indirect costs.

      c.  Under no circumstances shall cooperative agreement
funds  be  used to acquire land or any interest therein,  to
acquire  or construct facilities (as defined in FAR 45.301),
or to procure passenger carrying vehicles.

      d.   The government shall have title to equipment  and
other personal property acquired with government funds. Such
property  shall be disposed of pursuant to FAR Part  45.603.
The  Recipient  shall  have title  to  equipment  and  other
personal  property  acquired  with  Recipient  funds.   Such
property  shall remain with the Recipient at the  conclusion
of the cooperative agreement.
      e.  Title to Government-furnished equipment (including
equipment,  title  to  which has  been  transferred  to  the
Government  pursuant  to 14 C.F.R. S  1260.408(d)  prior  to
completion of the work) will remain with the Government.
     f.  The Recipient shall establish and maintain property
management standards for nonexpendable personal property and
otherwise manage such property as set forth in 14  C.F.R.  S
1260.507.
      g.  Annually by October 31, the Recipient shall submit
2  copies of an inventory report which lists all Government
furnished  equipment in their custody as  of  September  30.
The  Recipient  shall submit 2 copies of a  final  inventory
report  by  60  days  after  the  expiration  date  of   the
cooperative  agreement.   The final inventory  report  shall
contain  a  list of all Recipient-acquired equipment  and  a
list  of  Government-furnished equipment.  Annual and  final
inventory reports shall reflect the elements required in  14
C.F.R.  S 1260.507(a)(1) and be submitted to the contracting
officer.   When Government-furnished equipment is no  longer
needed,  the Recipient shall notify the Contracting Officer,
who will provide disposition instructions.

19.  Civil Rights (Jun. 1993)

      Work on NASA cooperative agreements is subject to  the
provisions  of  Title VI of the Civil  Rights  Act  of  1964
(Public  Law  88-352; 42 U.S.C. 2000d-l), Title  IX  of  the
Education  Amendments  of 1972 (20  U.S.C.  1680  et  seq.),
Section  504 of the Rehabilitation Act of 1973,  as  amended
(29  U.S.C.  794), the Age Discrimination Act  of  1975  (42
U.S.C.  6101 et seq.), and the NASA implementing regulations
(14 CFR parts 1250, 1251, and 1252).

20.  Subcontracts

      a.   NASA Contracting Officer consent is required  for
subcontracts over $100,000 and may be requested through  the
Contract   Specialist.  The  Recipient  shall  provide   the
following   information  to  the  Contract  Specialist   for
forwarding to the Contracting Officer:

        (1)  A copy of the proposed subcontract.
        (2)  Basis for subcontractor selection.
        (3)   Justification  for  lack of  competition  when
           competitive bids or offers are not obtained. (4)
        Basis for award cost or award price.
        
       b.    The  Recipient  shall  utilize  small  business
concerns,    small    disadvantaged    business    concerns,
Historically  Black  Colleges  and  Universities,   minority
educational  institutions,  and women-owned  small  business
concerns   as   subcontractors   to   the   maximum   extent
practicable.

21.  Clean Air-Water Pollution Control Acts

      If this cooperative agreement or supplement thereto is
in  excess  of $100,000, the Recipient agrees to notify  the
Agreement  Administrator promptly of  the  receipt,  whether
prior  or subsequent to the Recipient's acceptance  of  this
cooperative  agreement,  of  any  communication   from   the
Director,   Office  of  Federal  Activities,   Environmental
Protection  Agency (EPA), indicating that a facility  to  be
utilized  under  or in the performance of  this  cooperative
agreement   or   any   subcontract   thereunder   is   under
consideration  to  be listed on the EPA "List  of  Violating
Facilities"  published  pursuant  to  40  CFR   15.20.    By
acceptance of a cooperative agreement in excess of $100,000,
the  Recipient  (a)  stipulates  that  any  facility  to  be
utilized  thereunder  is not listed  on  the  EPA  "List  of
Violating  Facilities"  as of the date  of  acceptance;  (b)
agrees to comply with all requirements of Section 114 of the
Clean Air Act, as amended (42 U.S.C. 1857 et seq. as amended
by  Public Law 91-604) and Section 308 of the Federal  Water
Pollution Control Act, as amended (33 U.S.C. 1251 et seq. as
amended  by  Public  Law  92-500)  relating  to  inspection,
monitoring,  entry, reports and information, and  all  other
requirements  specified in the aforementioned  Sections,  as
well  as  all  regulations and guidelines issued  thereunder
after  award of and applicable to the cooperative agreement;
and  (c) agrees to include the criteria and requirements  of
this  clause  in every subcontract hereunder  in  excess  of
$100,000,   and  to  take  such  action  as   the   Contract
Administrator  may  direct  to  enforce  such  criteria  and
requirements.

22.   Debarment and Suspension and Drug-Free Workplace (Feb.
1992)

       NASA  cooperative  agreements  are  subject  to   the
provisions  of  14 CFR part 1265, Government-wide  Debarment
and    Suspension   (Nonprocurement)   and   Government-wide
requirements for Drug-Free Workplace, unless excepted by  14
CFR SS 1265.110 or 1265.610.  The certifications required by
that regulation must accompany renewal proposals.

23.   Foreign  National Employee Investigative  Requirements
(May 1992)

     a.  The Recipient shall submit a properly executed Name
Check  Request  (NASA  Form 531) and a  completed  applicant
fingerprint card (Federal Bureau of Investigation  Card  FD
258)  for each foreign national participant requiring access
to  a NASA Installation.  These documents shall be submitted
to the Installation's Security Office at least 75 days prior
to  the estimated duty date.  The NASA Installation Security
Office  will  request  a  National Agency  Check  (NAC)  for
foreign   national  employees  requiring  access   to   NASA
facilities.  The NASA Form 531 and fingerprint card  may  be
obtained from the NASA Installation Security Office.

      b.  The Installation Security Office will request from
NASA  Headquarters, International Relations  Division  (Code
IR),  approval  for each foreign national's  access  to  the
Installation  prior to providing access to the Installation.
If  the  access approval is obtained from NASA  Headquarters
prior  to  completion  of  the NAC and  performance  of  the
cooperative  agreement  requires a foreign  national  to  be
given  access immediately, the Technical Representative  may
submit  an  escort  request to the Installation's  Chief  of
Security.

24.  Restrictions on Lobbying (Apr. 1990)

      This award is subject to the provisions of 14 CFR part
1271 "New Restrictions on Lobbying."

25.  Travel and Transportation

      a.   For  travel funded by the government  under  this
agreement, Section 5 of the International Air Transportation
Fair Competitive Practices Act of 1974 (49 App. U.S.C. 1517)
(Fly  America  Act) requires the Recipient to use  U.S.-flag
air   carriers  for  international  air  transportation   of
personnel and property to the extent that service  by  those
carriers is available.

      b.   Department of Transportation regulations, 49  CFR
part  173,  govern Recipient shipment of hazardous materials
and other items.

26.  Officials Not to Benefit

      No  member  of  or delegate to Congress,  or  resident
commissioner, shall be admitted to any share or part of this
agreement, or to any benefit arising from it. However,  this
clause  does not apply to this agreement to the extent  that
this   agreement  is  made  with  a  corporation   for   the
corporation's general benefit.

27.  Electronic Funds Transfer Payment Methods

      Payments under this cooperative agreement will be made
by  the  Government  either  by check  or  electronic  funds
transfer  (through  the  Treasury  Fedline  Payment   System
(FEDLINE)  or  the Automated Clearing House  (ACH),  at  the
option of the Government.  After award, but no later than 14
days  before  an  invoice is submitted, the Recipient  shall
designate  a financial institution for receipt of electronic
funds  transfer payments, and shall submit this  designation
to  the Contracting Officer or other Government official, as
directed.

      a.  For  payment through FEDLINE, the Recipient  shall
provide the following information:

     (1)  Name, address, and telegraphic abbreviation of the
financial institution receiving payment.

       (2)    The   American  Bankers  Association   9-digit
identifying  number  for  wire transfers  of  the  financing
institution receiving payment if the institution has  access
to the Federal Reserve Communication System.

       (3)    Payee's   account  number  at  the   financial
institution where funds are to be transferred.

      (4)  If the financial institution does not have access
to the Federal Reserve Communications System, name, address,
and  telegraphic abbreviation of the correspondent financial
institution   through   which  the   financial   institution
receiving  payment obtains wire transfer activity.   Provide
the    telegraphic   abbreviation   and   American   Bankers
Association   identifying  number  for   the   correspondent
institution.

      b.   For  payment  through ACH,  the  Recipient  shall
provide the following information:

       (1)    Routing   transit  number  of  the   financial
institution  receiving  payment (same  as  American  Bankers
Association identifying number used for FEDLINE).

      (2)   Number  of  account to which  funds  are  to  be
deposited.
      (3)  Type of depositor account ("C" for checking,  "S"
for savings).
      (4)   If  the Recipient is a new enrollee to  the  ACH
system,  a  "Payment Information Form,"  SF  3881,  must  be
completed before payment can be processed.

      c.  In the event the Recipient, during the performance
of  this  cooperative  agreement,  elects  to  designate   a
different  financial  institution for  the  receipt  of  any
payment  made  using  electronic funds transfer  procedures,
notification  of  such  change and the required  information
specified   above  must  be  received  by  the   appropriate
Government official 30 days prior to the date is  to  become
effective.

      d.   The documents furnishing the information required
in  this  clause  must be dated and contain  the  signature,
title,  and  telephone  number  of  the  Recipient  official
authorized  to  provide it, as well as the Recipient's  name
and contract number.

       e.    Failure  to  properly  designate  a   financial
institution  or  to provide appropriate payee  bank  account
information may delay payments of amounts otherwise properly
due.

28.  Retention and Examination of Records

      Financial  records, supporting documents,  statistical
records,  and  all  other  records  (or  microfilm   copies)
pertinent  to this cooperative agreement shall  be  retained
for  a period of 3 years, except that (1) if any litigation,
claim,  or audit is started before the expiration of the  3
year  period,  the  records  shall  be  retained  until  all
litigation, claims, or audit findings involving the  records
have  been  resolved,  and  (2)  records  for  nonexpendable
property acquired with cooperative agreement funds shall  be
retained  for  3  years  after its final  disposition.   The
retention  period starts from the date of the submission  of
the  final  invoice.   The Administrator  of  NASA  and  the
Comptroller  General of the United States, or any  of  their
duly  authorized representatives, shall have access  to  any
pertinent  books,  documents, papers,  and  records  of  the
Recipient   and   of   subcontractors   to   make    audits,
examinations, excerpts, and transcripts.  All provisions  of
this  clause  shall  apply  to any subcontractor  performing
substantive work under this cooperative agreement.

29.   Restrictions  on  Sale or Transfer  of  Technology  to
Foreign Firms or Institutions

       The   parties   agree  that  access   to   technology
developments  under  this  Agreement  by  foreign  firms  or
institutions must be carefully controlled.  For purposes  of
this  clause, a transfer includes a sale of the company,  or
sales  or  licensing of the technology.   Transfers  do  not
include:

     (i)  sales of products or components,
     (ii) licenses  of software or documentation related  to
          sales of products or components, or
     (iii)      transfers  to  foreign subsidiaries  of  the
          Recipient for purposes related to this Agreement.

      The  Recipient  shall  provide timely  notice  to  the
Contracting  Officer in writing of any proposed transfer  of
technology   developed  under  this  Agreement.    If   NASA
determines  that the transfer may have adverse  consequences
to  the national security interests of the United States, or
to  the  establishment of a robust United  States  industry,
NASA  and  the  Recipient  shall jointly  endeavor  to  find
alternatives  to  the  proposed transfer  which  obviate  or
mitigate potential adverse consequences of the transfer.
30.  Recipient Key Personnel
      The  Recipient personnel specified in this clause  are
considered to be essential to the project.  Before diverting
any key person to other work, the Recipient shall notify the
Contracting  Officer reasonably in advance and shall  submit
justification   (including   proposed   substitutions)    in
sufficient detail to permit evaluation of the impact on  the
project.   No  key  person  may be substituted  without  the
Contracting Officer's approval.
Name:     ________________ - Program Manager ________________
     - _______________
31.  Modification
      During the term of this Agreement, in the interest  of
achieving  program  objectives, the  parties  may  agree  to
changes  which  affect the responsibilities, milestones,  or
other  provisions of this Agreement. In the event of a delay
in  performance  by  either party,  a  modification  to  the
agreement may be executed to remedy the effect of the  delay
upon the other party.  Any changes to this Agreement will be
accomplished  by  a  bilateral modification  signed  by  the
Contracting Officer and the Recipient.
                         ATTACHMENTS

A.   RESPONSIBILITIES

B.   PAYMENT MILESTONES

I.   PATENT  RIGHTS  -  RETENTION BY THE  CONTRACTOR  (LARGE
     BUSINESS)

II.  PATENT  RIGHTS  -  RETENTION BY THE  CONTRACTOR  (SMALL
     BUSINESS)
     
III. REQUESTS FOR WAIVER OF RIGHTS - LARGE BUSINESS

IV.  DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT
     REPRESENTATIVE
                        ATTACHMENT A:
                      RESPONSIBILITIES
                              
                              
                              
                              
                              
                        ATTACHMENT B:
                     PAYMENT MILESTONES
                              
                              
                              

                         ATTACHMENT I
PATENT RIGHTS - RETENTION BY THE CONTRACTOR (LARGE BUSINESS)

[**Section 305(a) of the Space Act (42 U.S.C. 2457)  applies
to  all contractors other than a small business or nonprofit
organization.]

(a)  Definitions.

     (1)  "Administrator," as used in this clause, means the
Administrator   of  the  National  Aeronautics   and   Space
Administration (NASA) or duly authorized representative.
      (2)   "Contract,"  as used in this clause,  means  any
actual   or   proposed   contract,  cooperative   agreement,
agreement,   under-standing,  or  other   arrangement,   and
includes   any  assignment,  substitution  of  parties,   or
subcontract executed or entered into thereunder.

      (3)   "Invention," as used in this clause,  means  any
invention  or  discovery which is or may  be  patentable  or
otherwise protectable under title 35 of the U.S.C.

      (4)   "Made,"  as used in relation to  any  invention,
means  the conception or first actual reduction to  practice
such invention.

      (5)  "Nonprofit organization," as used in this clause,
means  a domestic university or other institution of  higher
education  or  an  organization of  the  type  described  in
section 501(c)(3)  of the Internal Revenue Code of 1954  (26
U.S.C. 501(c)) and exempt from taxation under section 501(a)
of  the  Internal  Revenue Code (26 U.S.C. 501(a)),  or  any
domestic  nonprofit  scientific or educational  organization
qualified under a State nonprofit organization statute.

      (6)   "Practical application," as used in this clause,
means  to  manufacture,  in the case  of  a  composition  or
product; to practice, in the case of a process or method; or
to  operate, in case of a machine or system; and,  in  each,
case,  under  such  conditions  as  to  establish  that  the
invention  is being utilized and that its benefits  are,  to
the  extent  permitted  by  law or  Government  regulations,
available to the public on reasonable terms.

      (7)   "Reportable item," as used in this clause, means
any  invention, discovery, improvement, or innovation of the
contractor, whether or not the same is or may be  patentable
or otherwise protectable under Title 35 of the United States
Code, conceived or first actually reduced to practice in the
performance  of  any  work under this  contract  or  in  the
performance  of  any  work that is  reimbursable  under  any
clause in this contract providing for reimbursement of costs
incurred prior to the effective date of this contract.

      (8)   "Small  business firm," as used in this  clause,
means  a  domestic small business concern as defined  at  15
U.S.C. 632 and implementing regulations of the Administrator
of  the  Small Business Administration. (For the purpose  of
this definition, the size standard contained in 13 CFR 121.38
for small business contractors and in 13 CFR 121.3-12 for
small business subcontractors will be used.)

     (9)  "Subject invention," as used in this clause, means
any  reportable  item  which is  or  may  be  patentable  or
otherwise  protectable under Title 35 of the  United  States
Code,  or  any  novel variety of plant that  is  or  may  be
protectable under the Plant Variety Protection Act (7 U.S.C.
2321, et seq).
(b)  Allocation of principal rights.
     (1)  Presumption of title.
     (i)    Any   reportable  item  that  the  Administrator
     considers  to be a subject invention shall be  presumed
     to  have been made in the manner specified in paragraph
     (1)   or   (2)  of  Section  305(a)  of  the   National
     Aeronautics and Space Act of 1958 (42 U.S.C.   2457(a))
     (hereinafter   called  "the  Act"),   and   the   above
     presumption shall be conclusive unless at the  time  of
     reporting the reportable item the Recipient submits  to
     the Contracting Officer a written statement, containing
     supporting  details, demonstrating that the  reportable
     item  was not made in the manner specified in paragraph
     (1) or (2) of Section 305(a) of the Act.
     
     (ii)  Regardless  of whether title to a  given  subject
     invention  would  otherwise be subject  to  an  advance
     waiver or is the subject of a petition for waiver,  the
     Contractor   may   nevertheless  file   the   statement
     described  in subdivision (i) above.  The Administrator
     will review the information furnished by the Contractor
     in   any   such  statement  and  any  other   available
     information  relating to the circumstances  surrounding
     the making of the subject invention and will notify the
     Contractor  whether  the Administrator  has  determined
     that  the  subject  invention was made  in  the  manner
     specified in paragraph (1) or (2) of Section 305(a)  of
     the Act.
     
     (2)  Property rights in subject inventions.

     Each  subject  invention for which the  presumption  of
     subdivision  (1)(i) above is conclusive  or  for  which
     there has been a determination that it was made in  the
     manner  specified in paragraph (1) or  (2)  of  Section
     305(a)  of  the Act shall be the exclusive property  of
     the  United  States as represented by NASA  unless  the
     Administrator waives all or any part of the  rights  of
     the  United  States,  as provided in  subparagraph  (3)
     below.
     
     (3)  Waiver of rights.

     (i)   Section  305(f)  of  the  Act  provides  for  the
     promulgation  of regulations by which the Administrator
     may  waive the rights of the United States with respect
     to  any  invention or class of inventions made or  that
     may be made under conditions specified in paragraph (1)
     or  (2)  of  Section 305(a) of the Act. The promulgated
     NASA  Patent  Waiver Regulations, 14 CFR Section  1245,
     Subpart 1, have adopted the Presidential memorandum  on
     Government  Patent Policy of February 18,  1983,  as  a
     guide in acting on petitions (requests) for such waiver
     of rights.
     
     (ii) As provided in 14 CFR 1245, Subpart 1, Contractors
     may petition, either prior to execution of the contract
     or  within 30 days after execution of the contract, for
     advance  waiver  of  rights  to  any  or  all  of   the
     inventions that may be made under a contract. If such a
     petition is not submitted, or if after submission it is
     denied, the Contractor (or an employee inventor of  the
     Contractor)  may petition for waiver of  rights  to  an
     identified  subject invention within  eight  months  of
     first  disclosure  of  invention  in  accordance   with
     subparagraph (e)(2) below, or within such longer period
     as   may  be  authorized  in  accordance  with  14  CFR
     1245.105.  Further  procedures  are  provided  in   the
     REQUESTS  FOR WAIVER OF RIGHTS - LARGE BUSINESS  clause
     (ATTACHMENT III).
     
(c)  Minimum rights reserved by the Government

      (1)  With respect to each contractor subject invention
for  which  a  waiver of rights is applicable in  accordance
with   14  CFR  Section  1245,  Subpart  1,  the  Government
reserves:
     (i)   An  irrevocable,  royalty-free  license  for  the
     practice of such invention throughout the world  by  or
     on   behalf  of  the  United  States  or  any   foreign
     government  in accordance with any treaty or  agreement
     with the United States; and
     
    (ii) Such other rights as stated in 14 CFR 1245.107.
                              
      (2)  Nothing contained in this paragraph (c) shall  be
considered  to  grant  to  the Government  any  rights  with
respect to any invention other than a subject invention.

(d)  Minimum rights to the Contractor

      (1)   The  Contractor is hereby granted  a  revocable,
nonexclusive,   royalty-free   license   in   each    patent
application  filed  in any country on a  contractor  subject
invention  and any resulting patent in which the  Government
acquires title, unless the Contractor fails to disclose  the
subject invention within the times specified in subparagraph
(e)(2)  below.   The  Contractor's license  extends  to  its
domestic  subsidiaries and affiliates, if  any,  within  the
corporate  structure of which the Contractor is a party  and
includes the right to grant sublicenses of the same scope to
the extent the Contractor was legally obligated to do so  at
the   time  the  contract  was  awarded.   The  license   is
transferable  only  with the approval of  the  Administrator
except when transferred to the successor of that part of the
Contractor's business to which the invention pertains.

      (2)   The Contractor's domestic license may be revoked
or  modified by the Administrator to the extent necessary to
achieve  expeditious practical application  of  the  subject
invention  pursuant  to  an  application  for  an  exclusive
license submitted in accordance with 14 CFR 1245, Subpart 2,
Licensing  of  NASA  Inventions. This license  will  not  be
revoked  in that field of use or the geographical  areas  in
which  the Recipient has achieved practical application  and
continues  to make the benefits of the invention  reasonably
accessible to the public. The license in any foreign country
may  be  revoked  or  modified  at  the  discretion  of  the
Administrator to the extent the Recipient, its licensees, or
its  domestic  subsidiaries  or affiliates  have  failed  to
achieve practical application in that foreign country.

      (3)  Before revocation or modification of the license,
the  Contractor  will be provided a written  notice  of  the
Administrator's intention to revoke or modify  the  license,
and  the  Contractor will be allowed 30 days (or such  other
time  as  may  be authorized by the Administrator  for  good
cause  shown  by  the Contractor) after the notice  to  show
cause why the license should not be revoked or modified. The
Contractor  has the right to appeal, in accordance  with  14
CFR  1245.211,  any  decision concerning the  revocation  or
modification of its license.
(e)  Invention identification, disclosures, and reports.
     (1)  The Contractor shall establish and maintain active
and effective procedures to assure that reportable items are
promptly  identified  and disclosed to Contractor  personnel
responsible for the administration of this clause within six
months  of  conception  and/or  first  actual  reduction  to
practice, whichever occurs first in the performance of  work
under  this  contract.  These procedures shall  include  the
maintenance  of  laboratory notebooks or equivalent  records
and  other  records as are reasonably necessary to  document
the conception and/or the first actual reduction to practice
of  the  reportable items, and records that  show  that  the
procedures  for identifying and disclosing reportable  items
are  followed.   Upon request, the Contractor shall  furnish
the Contracting Officer a description of such procedures for
evaluation and for determination as to their effectiveness.
      (2)  The Contractor will disclose each reportable item
to  the  Contracting  Officer within two  months  after  the
inventor  discloses  it in writing to  Contractor  personnel
responsible  for the administration of this  clause  or,  if
earlier, within six months after the Recipient becomes aware
that  a reportable item has been made, but in any event  for
subject  inventions  before any  on  sale,  public  use,  or
publication  of such invention known to the Recipient.   The
disclosure to the agency shall be in the form of  a  written
report  and  shall identify the contract  under  which   the
reportable   item   was   made  and   the   inventor(s)   or
innovator(s). It shall be sufficiently complete in technical
detail to convey a clear understanding, to the extent  known
at  the  time  of  the disclosure, of the  nature,  purpose,
operation, and physical, chemical, biological, or electrical
characteristics  of  the reportable  item.   The  disclosure
shall also identify any publication, on sale, or public  use
of any subject invention and whether a manuscript describing
such  invention has been submitted for publication  and,  if
so, whether it has been accepted for publication at the time
of disclosure.  In addition, after disclosure to the agency,
the  Contractor  will  promptly notify  the  agency  of  the
acceptance of any manuscript describing a subject  invention
for  publication or of any on sale or public use planned  by
the Contractor for such invention.

      (3)   The  Contractor  shall furnish  the  Contracting
Officer the following:

     (i)   Interim  reports every 12 months (or such  longer
     period  as may be specified by the Contracting Officer)
     from the date of the contract, listing reportable items
     during  that period, and certifying that all reportable
     items  have been disclosed (or that there are  no  such
     inventions)   and  that  the  procedures  required   by
       subparagraph (e) (1) above have been followed.
                              
     (ii)   A  final  report,  within  three  months   after
     completion   of  the  contracted  work,   listing   all
     reportable items or certifying that there were no  such
     reportable items, and listing all subcontracts  at  any
     tier  containing a patent rights clause  or  certifying
     that there were no such subcontracts.
     
     (4)  The Contractor agrees, upon written request of the
Contracting  Officer,  to furnish additional  technical  and
other information available to the Recipient as is necessary
for  the  preparation of a patent application on  a  subject
invention and for the prosecution of the patent application,
and   to   execute  all  papers  necessary  to  file  patent
applications  on  subject inventions and  to  establish  the
Government's rights in the subject inventions.

      (5)   The  Contractor  agrees,  subject  to  paragraph
27.302(j), of the Federal Acquisition Regulation (FAR), 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.

(f)  Examination of records relating to inventions.

       (1)    The  Contracting  Officer  or  any  authorized
representative  shall,  pursuant  to  clause   28   of   the
cooperative agreement, have the right to examine  any  books
(including laboratory notebooks), records, and documents  of
the  Recipient  relating to the conception or  first  actual
reduction  to  practice of inventions in the same  field  of
technology  as  the  work under this contract  to  determine
whether --

      (i)  Any such inventions are subject inventions;
                              
     (ii) The Contractor has established and maintained  the
     procedures  required  by subparagraph  (e)(1)  of  this
     clause; and
     
     (iii)       The  Contractor  and  its  inventors   have
     complied with the procedures.
     
     (2)  If the Contracting Officer learns of an unreported
Contractor  invention that the Contracting Officer  believes
may  be a subject inventions, the Contractor may be required
to  disclose the invention to the agency for a determination
of ownership rights.

      (3)   Any  examination of records under this paragraph
will  be  subject to appropriate conditions to  protect  the
confidentiality of the information involved.

(g)  Subcontracts. [**37 CFR 401.14(g)**]

      (1)   Unless otherwise authorized or directed  by  the
Contracting Officer, the Contractor shall --

     (i)   Include this Attachment PATENT RIGHTS - RETENTION
     BY THE CONTRACTOR - (LARGE BUSINESS) (suitably modified
     to  identify the parties) in any subcontract  hereunder
     (regardless  of tier) with other than a small  business
     firm  or nonprofit organization for the performance  of
     experimental, developmental, or research work; and
     
     (ii) Include the Attachment PATENT RIGHT - RETENTION BY
     THE CONTRACTOR - (SMALL BUSINESS) (suitably modified to
     identify  the  parties)  in any  subcontract  hereunder
     (regardless  of  tier) with a small  business  firm  or
     nonprofit   organization   for   the   performance   of
     experimental, developmental, or research work.
      (2)   In  the  event  of a refusal  by  a  prospective
subcontractor to accept such a clause the Contractor --
     (i)   Shall  promptly submit a written  notice  to  the
     Contracting  Officer setting forth the  subcontractor's
     reasons   for   such   refusal  and   other   pertinent
     information  that  may  expedite  disposition  of   the
     matter; and

     (ii)  Shall  not proceed with such subcontract  without
     the written authorization of the Contracting Officer.
     
       (3)    The  Contractor  shall  promptly  notify   the
Contracting  Officer  in  writing  upon  the  award  of  any
subcontract at any tier containing a patent rights clause by
identifying the subcontractor, the applicable patent  rights
clause, the work to be performed under the subcontract,  and
the  dates of award and estimated completion.  Upon  request
of  the Contracting Officer, the Contractor shall furnish  a
copy  of  such  subcontract, and, no  more  frequently  than
annually,  a  listing  of the subcontracts  that  have  been
awarded.

      (4)  The subcontractor will retain all rights provided
for  the Contractor in the clause of subdivision (1) (i)  or
(1)  (ii)  above, whichever is included in the  subcontract,
and  the  Contractor will not, as part of the  consideration
for   awarding  the  subcontract,  obtain  rights   in   the
subcontractor's subject inventions.

      (5)   Notwithstanding subparagraph (4) above,  and  in
recognition of the contractor's substantial contribution  of
funds,  facilities  and/or equipment to the  work  performed
under   this   cooperative  agreement,  the  contractor   is
authorized,  subject  to  the  rights  of  NASA  set   forth
elsewhere in this clause, to:

        (a)   Acquire  by  negotiation and mutual  agreement
rights  to  a  subcontractor's  subject  inventions  as  the
contractor  may deem necessary to obtaining and  maintaining
of such private support; and

        (b)   Request,  in the event of inability  to  reach
agreement   pursuant  to  (a),  above,  that   NASA   invoke
exceptional circumstances as necessary pursuant  to  37  CFR
401.3(a)(2)  if  the prospective subcontractor  is  a  small
business   firm   or   organization,  or   for   all   other
organizations,  request that such rights for the  contractor
be included as an additional reservation in a waiver granted
pursuant to 14 CFR 1245.1.  Any such requests to NASA should
be  prepared in consideration of the following guidance  and
submitted to the contract officer.

          (i)   Exceptional circumstances:  A  request  that
          NASA    make    an   "exceptional   circumstances"
          determination pursuant to 37 CFR 401.3(a)(2)  must
          state   the   scope  of  rights  sought   by   the
          contractor   pursuant   to   such   determination;
          identify  the proposed subcontractor and the  work
          to  be  performed under the subcontract; and state
          the need for the determination.

          (ii) Waiver petition: The subcontractor should  be
          advised that unless it requests a waiver of  title
          pursuant  to  the  NASA Patent Waiver  Regulations
          (14  CFR 1245.1), NASA will acquire title  to  the
          subject  invention  (42 U.S.C. 2457,  as  amended,
          Sec.   305).   If  a  waiver is not  requested  or
          granted,  the  contractor may  request  a  license
          from  NASA  (see licensing of NASA inventions,  14
          CFR  1245.2).  A subcontractor requesting a waiver
          must  follow  the  procedures  set  forth  in  the
          attached  clause REQUESTS FOR WAIVER OF  RIGHTS
          LARGE BUSINESS.
          
(h)  Preference for United States manufacture The contractor
agrees  that  any products embodying subject  inventions  or
produced  through  the use of subject  inventions  shall  be
manufactured  substantially in the United States.   However,
in   individual  cases,  the  requirements  to   manufacture
substantially  in the United States may be  waived  by  NASA
upon   a   showing   by  the  Contractor  that   under   the
circumstances  domestic  manufacture  is  not   commercially
feasible.

(i)  March-in rights. [**Required provision 35 U.S.C. 203**]
The  Contractor  agrees that, with respect  to  any  subject
invention in which it has acquired title, NASA has the right
in  accordance with the procedures in 37 CFR 401.6  and  any
supplemental  regulations  of  the  agency  to  require  the
Contractor, an assignee or exclusive licensee of  a  subject
invention  to grant a nonexclusive, partially exclusive,  or
exclusive  license  in  any field of use  to  a  responsible
applicant  or  applicants, upon terms  that  are  reasonable
under the circumstances, and if the Subcontractor, assignee,
or  exclusive licensee refuses such a request NASA  has  the
right  to grant such a license itself if the Federal  agency
determines that-

     (1)  Such action is necessary because the Contractor or
assignee has not taken, or is not expected to take within  a
reasonable  time,  effective  steps  to  achieve   practical
application of the subject invention in such field of use;

      (2)   Such action is necessary to alleviate health  or
safety  needs  which  are not reasonably  satisfied  by  the
Contractor, assignee, or their licensees;

      (3)  Such action is necessary to meet requirements for
public  use  specified  by  Federal  regulations  and   such
requirements are not reasonably satisfied by the Contractor,
assignee, or licensees; or

      (4)   Such  action is necessary because the  agreement
required  by  paragraph  (i) of this  clause  has  not  been
obtained  or  waived or because a licensee of the  exclusive
right  to  use or sell any subject invention in  the  United
States is in breach of such agreement.


                       (end of clause)
                        ATTACHMENT II
PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SMALL BUSINESS)

[**The  disposition of rights in inventions  made  by  small
business   firms   and  educational  and   other   nonprofit
organizations   for   the   performance   of   experimental,
developmental, or research work is governed by Chapter 18 of
Title  35, United States Code. Implementing regulations  are
found in 37 CFR 401 et seq.**]

(a)  Definitions.

      (1)   "Invention," as used in this clause,  means  any
invention  or  discovery which is or may  be  patentable  or
otherwise protectable under title 35 of the U.S.C.
      (2)   "Made,"  as used in this clause,  when  used  in
relation  to  any  invention means the conception  or  first
actual reduction to practice such invention.
      (3)  "Nonprofit organization," as used in this clause,
means  a university or other institution of higher education
or   an  organization  of  the  type  described  in  section
501(c)(3)  of the Internal Revenue Code of 1954  (26  U.S.C.
501(c)) and exempt from taxation under section 501(a) of the
Internal  Revenue Code (26 U.S.C. 501(a)) or  any  nonprofit
scientific  or  educational organization qualified  under  a
state nonprofit organization statute.

      (4)   "Practical application," as used in this clause,
means  to  manufacture,  in the case  of  a  composition  of
product; to practice, in the case of a process or method, or
to operate, in the case of a machine or system; and, in each
case,  under  such  conditions  as  to  establish  that  the
invention  is being utilized and that its benefits  are,  to
the  extent  permitted  by  law or  Government  regulations,
available to the public on reasonable terms.

      (5)   "Small  business firm," as used in this  clause,
means  a small business concern as defined at section  2  of
Pub.  L. 85-536 (15 U.S.C. 632) and implementing regulations
of  the  Administrator of the Small Business Administration.
For the purpose of this clause, the size standards for small
business  concerns  involved in Government  procurement  and
subcontracting  at  13  CFR 121.3-8  and  13  CFR  121.3-12,
respectively, will be used.

     (6)  "Subject invention," as used in this clause, means
any  invention  of  the  subcontractor  conceived  or  first
actually  reduced  to  practice in the performance  of  work
under this contract.

(b)  Allocation of principal rights.  [**37 CFR 401.14(b)**]

     (1)  The Contractor may retain the entire right, title,
and  interest throughout the world to each subject invention
subject to the provisions of this clause and 35 U.S.C.  203.
With   respect  to  any  subject  invention  in  which   the
Contractor retains title, the Federal Government shall  have
a   nonexclusive,   nontransferable,  irrevocable,   paid-up
license  to practice or have practiced for or on  behalf  of
the  United  States  the  subject invention  throughout  the
world.

(c)  Invention disclosure, election of title, and filing  of
patent application by Contractor. [**35 U.S.C. 202(c)(1), 37
CFR 401.14(b)**]

     (1) The Contractor will disclose each subject invention
to NASA within two months after the inventor discloses it in
writing  to  Contractor  personnel  responsible  for  patent
matters.  The disclosure to the agency shall be in the  form
of  a  written report and shall identify the contract  under
which  the invention was made and the inventor(s).  It shall
be  sufficiently complete in technical detail  to  convey  a
clear  understanding to the extent known at the time of  the
disclosure,  of  the  nature, purpose,  operation,  and  the
physical, chemical, biological or electrical characteristics
of  the  invention. The disclosure shall also  identify  any
publication,  on  sale or public use of  the  invention  and
whether  a  manuscript  describing the  invention  has  been
submitted  for publication and, if so, whether it  has  been
accepted  for  publication at the time  of  disclosure.   In
addition,  after  disclosure to the agency,  the  Contractor
will  promptly  notify the agency of the acceptance  of  any
manuscript  describing the invention for publication  or  of
any sale or public use planned by the Contractor.

      (2)   The Contractor will elect in writing whether  or
not  to retain title to any such invention by notifying NASA
within  two  years  of  disclosure to  the  Federal  agency.
However,  in any case where publication, on sale  or  public
use  has  initiated  the one-year statutory  period  wherein
valid  patent protection can still be obtained in the United
States, the period for election of title may be shortened by
the  agency to a date that is no more than 60 days prior  to
the end of the statutory period.

      (3)   The  Contractor  will file  its  initial  patent
application  on a subject invention to which  it  elects  to
retain title within one year after election of title or,  if
earlier,  prior  to the end of any statutory period  wherein
valid patent protection can be obtained in the United States
after  a publication, on sale, or public use. The Contractor
will  file  patent applications in additional  countries  or
international patent offices within either 10 months of  the
corresponding initial patent application of six months  from
the  date  permission  is  granted by  the  Commissioner  of
Patents  and  Trademarks to file foreign patent applications
where such filing has been prohibited by a Secrecy Order.

      (4)  Requests for extension of the time for disclosure
election,  and filing under subparagraphs (c)(1),  (2),  and
(3) of this clause may, at the discretion of the agency,  be
granted.

(d)   Conditions when the Government may obtain title. [**37
CFR 401.14**]

The  Contractor  will convey to NASA, upon written  request,
title to any subject invention -

     (1)  If the Contractor fails to disclose or elect title
to  the  subject  invention within the  times  specified  in
paragraph (c) of this clause, or elects not to retain title;
provided,  that the agency may only request title within  60
days  after  learning of the failure of  the  Contractor  to
disclose or elect within the specified times.

      (2)   In those countries in which the Contractor fails
to  file  patent applications within the times specified  in
paragraph (c) of this clause; provided, however, that if the
Contractor has filed a patent application in a country after
the  times  specified in paragraph (c) of this  clause,  but
prior  to its receipt of the written request of the  Federal
agency,  the  Contractor shall continue to retain  title  in
that country.

     (3)  In any country in which the Contractor decides not
to  continue the prosecution of any application for, to  pay
the  maintenance  fees  on, or defend  in  reexamination  or
opposition proceeding on, a patent on a subject invention.
(e)   Minimum  rights to Contractor and  protection  of  the
Contractor right to file. [**37 CFR 401.14(e)**]

     (1)  The Contractor will retain a nonexclusive, royalty
free  license throughout the world in each subject invention
to  which  the  Government  obtains  title,  except  if  the
Contractor fails to disclose the invention within the  times
specified in paragraph (c) of this clause.  The Contractor's
license  extends to its domestic subsidiary and  affiliates,
if   any,  within  the  corporate  structure  of  which  the
Contractor  is  a  party and includes  the  right  to  grant
sublicenses  of the same scope to the extent the  Contractor
was  legally obligated to do so at the time the contract was
awarded.  The license is transferable only with the approval
of  NASA, except when transferred to the successor  of  that
part  of  the  Contractor's business to which the  invention
pertains.

      (2)   The Contractor's domestic license may be revoked
or  modified  by  NASA  to the extent necessary  to  achieve
expeditious  practical  application  of  subject   invention
pursuant   to  an  application  for  an  exclusive   license
submitted in accordance with applicable provisions at 37 CFR
Part  404  and agency licensing regulations (if  any).  This
license  will  not be revoked in that field of  use  or  the
geographical  areas in which the Subcontractor has  achieved
practical application and continues to make the benefits  of
the  invention  reasonable accessible  to  the  public.  The
license in any foreign country may be revoked or modified at
the  discretion of NASA to the extent the Subcontractor, its
licensees,  or the domestic subsidiaries or affiliates  have
failed  to  achieve practical application  in  that  foreign
country.

      (3)  Before revocation or modification of the license,
NASA  will  furnish the Contractor a written notice  of  its
intention  to  revoke  or  modify  the  license,   and   the
Contractor  will be allowed 30 days (or such other  time  as
may  be  authorized  by NASA for good  cause  shown  by  the
Contractor)  after the notice to show cause why the  license
should  not be revoked or modified.  The Contractor has  the
right  to  appeal, in accordance with applicable regulations
in   37  CFR  Part  404  and  agency  regulations,  if  any,
concerning the licensing of Government-owned inventions, any
decision  concerning the revocation or modification  of  the
license.

(f)  Contractor action to protect the Government's interest.
[**37 CFR 401.14(f)**]

      (1)   The  Contractor agrees to  execute  or  to  have
executed  and  promptly  deliver  to  NASA  all  instruments
necessary  to  (i)  establish  or  confirm  the  rights  the
Government  has  throughout  the  world  in  those   subject
inventions  to  which  the Subcontractor  elects  to  retain
title,  and,  (ii) convey title to the Federal  agency  when
requested  under paragraph (d) of this clause and to  enable
the  Government  to obtain patent protection throughout  the
world in that subject invention.

      (2)   The  Contractor  agrees to require,  by  written
agreement,   its   employees,  other   than   clerical   and
nontechnical employees, to disclose promptly in  writing  to
personnel  identified as responsible for the  administration
of   patent  matters  and  in  a  format  suggested  by  the
Contractor  each  subject invention made under  contract  in
order  that  the  Contractor can comply with the  disclosure
provisions  of paragraph (c) of this clause, and to  execute
all  papers necessary to file patent applications on subject
inventions and to establish the Government's rights  in  the
subject  inventions. This disclosure format should  require,
as  a  minimum,  the  information required  by  subparagraph
(c)(1)  of  this clause. The Contractor shall instruct  such
employees,  through employee agreements  or  other  suitable
educational   programs,  on  the  importance  of   reporting
inventions in sufficient time to permit the filing of patent
applications prior to U.S. or foreign statutory bars.

      (3)   The Contractor will notify NASA of any decisions
not to continue the prosecution of a patent application, pay
maintenance fees, or defend in a reexamination or opposition
proceeding  on a patent, in any country, not  less  than  30
days  before the expiration of the response period  required
by the relevant patent office.

      (4)   The  Contractor  agrees to include,  within  the
specification  of any United States patent  application  and
any  patent issuing thereon covering a subject invention the
following   statement,  "This  invention   was   made   with
Government support under (identify the agreement) awarded by
NASA.  The  Government has certain rights in the invention."
[**35 U.S.C. 202(c)(6)**]

      (5)   The  Contractor  shall provide  the  Contracting
Officer the following:

     (i)   A  listing every 12 months (or such longer period
     as  the Contracting Officer may specify) from the  date
     of  the contract, of all subject inventions required to
     be disclosed during the period.
     
     (ii)  A final report prior to close-out of the contract
     listing all subject inventions or certifying that there
     were none.
     
     (iii)     Upon request, the filing date, serial number,
     and title, a copy of the patent application, and patent
     number and issue date for any subject invention in  any
     country  in  which  the  contractor  has  applied   for
     patents.

     (iv) An irrevocable power to inspect and make copies of
     the patent application file, by the Government, when  a
     Federal Government employee is a co-inventor.
     
(g)  Subcontracts. [**37 CFR 401.14(g)**]

      (1)   Unless otherwise authorized or directed  by  the
Contracting Officer, the Contractor shall --

     (i)  Include this clause (PATENT RIGHTS - RETENTION  BY
     THE CONTRACTOR (SMALL BUSINESS)), suitably modified  to
     identify  the parties, in all subcontracts,  regardless
     of  tier,  for experimental, developmental, or research
     work  to  be  performed  by a small  business  firm  or
     domestic nonprofit organization.
     
     (ii)  Include in all other subcontracts, regardless  of
     tier, for experimental, developmental, or research work
     the patent rights clause (PATENT RIGHTS - RETENTION  BY
     THE CONTRACTOR (LARGE BUSINESS)).
      (2)   In  the  event  of a refusal  by  a  prospective
subcontractor to accept such a clause the Contractor --
     (i)   Shall  promptly submit a written  notice  to  the
     Contracting  Officer setting forth the  subcontractor's
     reasons   for   such   refusal  and   other   pertinent
     information  that  may  expedite  disposition  of   the
     matter; and

     (ii)  Shall  not proceed with such subcontract  without
     the written authorization of the Contracting Officer.
     
       (3)    The  Contractor  shall  promptly  notify   the
Contracting  Officer  in  writing  upon  the  award  of  any
subcontract at any tier containing a patent rights clause by
identifying the subcontractor, the applicable patent  rights
clause, the work to be performed under the subcontract,  and
the  dates of award and estimated completion.  Upon  request
of  the Contracting Officer, the Contractor shall furnish  a
copy  of  such  subcontract, and, no  more  frequently  than
annually,  a  listing  of the subcontracts  that  have  been
awarded.

      (4)  The subcontractor will retain all rights provided
for  the Contractor in the clause of subdivision (1) (i)  or
(1)  (ii)  above, whichever is included in the  subcontract,
and  the  Contractor will not, as part of the  consideration
for   awarding  the  subcontract,  obtain  rights   in   the
subcontractor's subject inventions.

      (5)   Notwithstanding subparagraph (4) above,  and  in
recognition of the contractor's substantial contribution  of
funds,  facilities  and/or equipment to the  work  performed
under   this   cooperative  agreement,  the  contractor   is
authorized,  subject  to  the  rights  of  NASA  set   forth
elsewhere in this clause, to:

       (a)   Acquire  by  negotiation and  mutual  agreement
       rights  to  a  subcontractor's subject inventions  as
       the  contractor may deem necessary to  obtaining  and
       maintaining of such private support; and
       
       (b)   Request,  in  the event of inability  to  reach
       agreement  pursuant to (a), above, that  NASA  invoke
       exceptional  circumstances as necessary  pursuant  to
       37  CFR  401.3(a)(2) if the prospective subcontractor
       is  a small business firm or organization, or for all
       other  organizations, request that  such  rights  for
       the   contractor   be  included  as   an   additional
       reservation in a waiver granted pursuant  to  14  CFR
       1245.1.    Any  such  requests  to  NASA  should   be
       prepared  in consideration of the following  guidance
       and submitted to the contract officer.
       
          (i)   Exceptional circumstances:  A  request  that
          NASA    make    an   "exceptional   circumstances"
          determination pursuant to 37 CFR 401.3(a)(2)  must
          state the scope of rights sought by the contractor
          pursuant  to  such  determination;  identify   the
          proposed   subcontractor  and  the  work   to   be
          performed  under the subcontract;  and  state  the
          need for the determination.
          (ii) Waiver petition: The subcontractor should  be
          advised that unless it requests a waiver of  title
          pursuant to the NASA Patent Waiver Regulations (14
          CFR  1245.1),  NASA  will  acquire  title  to  the
          subject  invention  (42 U.S.C. 2457,  as  amended,
          Sec.   305).   If  a  waiver is not  requested  or
          granted, the contractor may request a license from
          NASA  (see  licensing of NASA inventions,  14  CFR
          1245.2).  A subcontractor requesting a waiver must
          follow  the  procedures set forth in the  attached
          clause  REQUESTS  FOR WAIVER  OF  RIGHTS  -  LARGE
          BUSINESS.
          
(h)   Reporting on utilization of subject inventions.  [**35
U.S.C.  202(c)(5), 37 CFR 401.14(g)**] The Contractor agrees
to  submit,  on request, periodic reports no more frequently
than  annually on the utilization of a subject invention  or
on efforts at obtaining such utilization that are being made
by  the  Contractor  or  its licensees  or  assignees.  Such
reports  shall include information regarding the  status  of
development,  date of first commercial sale  or  use,  gross
royalties  received by the Contractor, and such  other  data
and  information as the agency may reasonably  specify.  The
Contractor also agrees to provide additional reports as  may
be  requested by the agency in connection with any  march-in
proceeding  under-taken  by the agency  in  accordance  with
paragraph  (i)  of  this clause. As required  by  35  U.S.C.
202(c)(5),  the  agency  agrees it will  not  disclose  such
information  to  persons  outside  the  Government   without
permission of the Contractor.

(i)    Preference   for  United  States   manufacture:   The
Contractor  agrees  that  any  products  embodying   subject
inventions or produced through the use of subject inventions
shall  be  manufactured substantially in the United  States.
However, in individual cases, the requirement to manufacture
substantially  in the United States may be  waived  by  NASA
upon   a   showing   by  the  Contractor  that   under   the
circumstances  domestic  manufacture  is  not   commercially
feasible.

(j)  March-in rights. [**35 U.S.C. 203, 37 CFR 401.6, 37 CFR
401.14(j)**] The Contractor agrees that, with respect to any
subject  invention in which it has acquired title, NASA  has
the  right in accordance with the procedures in 37 CFR 401.6
and  any  supplemental regulations of the agency to  require
the  Contractor,  an  assignee or exclusive  licensee  of  a
subject   invention  to  grant  a  nonexclusive,   partially
exclusive,  or exclusive license in any field of  use  to  a
responsible  applicant or applicants, upon  terms  that  are
reasonable   under   the   circumstances,   and    if    the
Subcontractor, assignee, or exclusive licensee refuses  such
a  request NASA has the right to grant such a license itself
if the Federal agency determines that-

     (1)  Such action is necessary because the Contractor or
assignee has not taken, or is not expected to take within  a
reasonable  time,  effective  steps  to  achieve   practical
application of the subject invention in such field of use;

      (2)   Such action is necessary to alleviate health  or
safety  needs  which  are not reasonably  satisfied  by  the
Contractor, assignee, or their licensees;

      (3)  Such action is necessary to meet requirements for
public  use  specified  by  Federal  regulations  and   such
requirements are not reasonably satisfied by the Contractor,
assignee, or licensees; or
      (4)   Such  action is necessary because the  agreement
required  by  paragraph  (i) of this  clause  has  not  been
obtained  or  waived or because a licensee of the  exclusive
right  to  use or sell any subject invention in  the  United
States is in breach of such agreement.
(k)    Special  provisions  for  contracts  with   nonprofit
organizations.  [**35 U.S.C. 202(c)(7)**] If the  Contractor
is a nonprofit organization, it agrees that -

     (1)  Rights to a subject invention in the United States
may  not  be  assigned without the approval of NASA,  except
where  such assignment is made to an organization which  has
one  of  its primary functions the management of inventions;
provided,  that such assignee will be subject  to  the  same
provisions as the Contractor;

     (2)  The Contractor will share royalties collected on a
subject  invention  with  the  inventor,  including  Federal
employee co-inventors (when NASA deems it appropriate)  when
the  subject  invention is assigned in  accordance  with  35
U.S.C. 202(e) and 37 CFR 401.10;

      (3)  The balance of any royalties or income earned  by
the  Contractor  with respect to subject  inventions,  after
payment   of  expenses  (including  payments  to  inventors)
incidental to the administration of subject inventions  will
be  utilized  for  the  support of  scientific  research  or
education; and

     (4)  It will make efforts that are reasonable under the
circumstances  to  attract licensees of  subject  inventions
that  are  small  business firms, and that it  will  give  a
preference to a small business firm when licensing a subject
invention  if  the  Contractor  determines  that  the  small
business  firm  has  a plan or proposal  for  marketing  the
invention which, if executed, is equally as likely to  bring
the  invention  to practical application  as  any  plans  or
proposals from applicants that are not small business firms;
provided  that  the  Contractor is also satisfied  that  the
small  business  firm has the capability  and  resources  to
carry  out  its plan or proposal.  The decision  whether  to
give  a  preference  in any specific case  will  be  at  the
discretion  of  the  contractor.   However,  the  Contractor
agrees  that  the  Secretary  of  Commerce  may  review  the
Contractor's licensing program and decisions regarding small
business  applicants,  and  the  Contractor  will  negotiate
changes  to its licensing policies, procedures, or practices
with  the Secretary of Commerce when the Secretary's  review
discloses that the Contractor could take reasonable steps to
more   effectively  implement  the  requirements   of   this
paragraph (k)(4).

(l)   A copy of all submissions or requests required by this
clause,   plus   a   copy   of  any  reports,   manuscripts,
publications or similar material bearing on patent  matters,
shall be sent to the installation Patent Counsel in addition
to  any  other  submission requirements in  the  Cooperative
Agreement  provisions.  If any reports  contain  information
describing  a  OSubject inventionO for which the  contractor
has  elected  or  may elect title, NASA will use  reasonable
efforts  to  delay public release by NASA or publication  by
NASA  in  a  NASA technical series, in order  for  a  patent
application  to  be  filed,  provided  that  the  Contractor
identify  the  information and the  Osubject  inventionO  to
which  it  relates at the time of submittal. If required  by
the  Contracting Officer, the Contractor shall  provide  the
filing  date, serial number and title, a copy of the  patent
application,  and  a patent number and issue  date  for  any
Osubject  inventionO in any country in which the  Contractor
has applied for patents.-
                       (end of clause)
                              
                       ATTACHMENT III
       REQUESTS FOR WAIVER OF RIGHTS - LARGE BUSINESS
                              
[**NASA  routinely and expeditiously grants waiver of  title
pursuant to the Presidential Memorandum on Government Patent
Policy  to  the Heads of Executive Departments and  Agencies
Dated  February 18, 1983, and Section 1(b)(4)  of  Executive
Order 12591, dated April 10, 1987.**]

(a)   In accordance with the NASA Patent Waiver Regulations,
14  CFR Section 1245; Subpart 1, waiver of rights to any  or
all  inventions  made  or that may  be  made  under  a  NASA
contract  or  subcontract with other than a  small  business
firm  or  a domestic nonprofit organization may be requested
at  different time periods. Advance waiver of rights to  any
or  all  inventions  that may be made under  a  contract  or
subcontract may be requested prior to the execution  of  the
contract  or subcontract, or within 30 days after  execution
by the selected contractor. In addition, waiver of rights to
an  identified invention made and reported under a  contract
or  subcontract may be requested, even though a request  for
an advance waiver was not made or, if made, was not granted.

(b)   Each request for waiver of rights shall be by petition
to  the Administrator and shall include an identification of
the petitioner; place of business and address; if petitioner
is  represented by counsel, the name, address, and telephone
number  of  the counsel; the signature of the petitioner  or
authorized  representative; and the date of  signature.   No
specific forms need be used, but the request should  contain
a   positive  statement  that  waiver  of  rights  is  being
requested under the NASA Patent Waiver Regulations; a  clear
indication  of whether the request is for an advance  waiver
or  for  a  waiver  of  rights for an individual  identified
invention; whether foreign rights are also requested and, if
so, the countries, and a citation of the specific section or
sections  of  the  regulations under which such  rights  are
requested;  and the name, address, and telephone  number  of
the party with whom to communicate when the request is acted
upon.   Requests  for  advance  waiver  of  rights   should,
preferably, be included with the proposal, but in any  event
in advance of negotiations.

(c)    Petitions  for  advance  waiver,  prior  to  contract
execution, must be submitted to the Contracting Officer. All
other   petitions   will   be  submitted   to   the   Patent
Representative designated in the contract.

(d)    Petitions  submitted  with  proposals  selected   for
negotiation  of  a  contract  will  be  forwarded   by   the
Contracting  Officer to the installation Patent Counsel  for
processing  and  then  to the Inventions  and  Contributions
Board. The Board will consider these petitions and where the
Board  makes the findings to support the waiver,  the  Board
will  recommend to the Administrator that waiver be granted,
and  will notify the petitioner and the  Contracting Officer
of   the   Administrator's  determination.  The  Contracting
Officer  will  be  informed by the Board whenever  there  is
insufficient time or information or other reasons to  permit
a  decision to be made without unduly delaying the execution
of  the contract.  In the latter event, the petitioner  will
be  so  notified  by  the Contracting  Officer.   All  other
petitions  will be processed by installation Patent  Counsel
and  forwarded  to  the Board.  The Board shall  notify  the
petitioner  of  its  action and if waiver  is  granted,  the
conditions,  reservations, and obligations thereof  will  be
included  in  the Instrument of Waiver. Whenever  the  Board
notifies  a  petitioner of a recommendation adverse  to,  or
different  from,  the waiver requested, the  petitioner  may
request  reconsideration under procedures set forth  in  the
Regulations.


                       (end of clause)
                        ATTACHMENT IV
   DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT
                       REPRESENTATIVE
                       
[**37 CFR 401.5(b), 37 CFR 401.14(l)**]
(a)   For  purposes of administration of the clause of  this
contract  entitled  "PATENT  RIGHTS  -  RETENTION   BY   THE
CONTRACTOR  (LARGE BUSINESS)" or "PATENT RIGHTS -  RETENTION
BY  THE  CONTRACTOR  (SMALL BUSINESS)" the  following  named
representatives  are hereby designated  by  the  Contracting
Officer to administer such clause:

Title                Office Code         Address  (including
zip code)


New  Technology      LA10                George C.  Marshall
Space
Representative                          Flight Center
                                        National Aeronautics
and                                     Space Administration
                                           Marshall    Space
Flight Center,
                                        AL  35812


Patent               CC01                Chief, Intellectual
Property
Representative                          Counsel,  George  C.
Marshall
                                        Space Flight Center
                                        National Aeronautics
and                                     Space Administration
Marshall Space Flight Center,
                                        AL  35812

(b)   Reports of reportable items, and disclosure of subject
inventions,  interim  reports,  final  reports,  utilization
reports, and other reports required by the clause,  as  well
as  any  correspondence with respect to such matters, should
be  directed  to  the  New Technology Representative  unless
transmitted  in response to correspondence or  request  from
the  Patent Representative.  Inquiries or requests regarding
disposition  of  rights,  election  of  rights,  or  related
matters  should  be  directed to the Patent  Representative.
This  clause shall be included in any subcontract  hereunder
requiring  "PATENT  RIGHTS  - RETENTION  BY  THE  CONTRACTOR
(LARGE BUSINESS)" clause or "PATENT RIGHTS -RETENTION BY THE
CONTRACTOR   (SMALL  BUSINESS)"  clause,  unless   otherwise
authorized  or  directed  by the  Contracting  Officer.  The
respective  responsibilities and authorities of  the  above
named  representatives are set forth in 18-27.375-3  of  the
NASA FAR Supplement.
                       (end of clause)

                              

                              

                              

                              

                         APPENDIX E

                              

                              

                      POINTS OF CONTACT
                              
                              
                              
                              
                              
                              
                              
                              
                   REUSABLE LAUNCH VEHICLE
              ADVANCED TECHNOLOGY DEMONSTRATOR: X - 33
                         APPENDIX  E
 POINTS OF CONTACT FOR POTENTIAL USE OF GOVERNMENT RESOURCES
                         FOR X-33/34
                         
    (Generalized listing of capabilities═not intended to
         restrict coordination to specific Centers.)
         
Facility                          Point of Contact /
Telephone
                                  (FAX)

Ames Research Center (ARC)        Mike Green / 415-604-5595
                                  (5244)
═  Thermal Protection Systems (and
Test)
═  Wind Tunnels
═  NAS
Dryden Flight Research Center     Steve Ishmael / 805-258-
3222
(DFRC)                            (3725)
═  Atmospheric Flight Operations
═  Flight Simulation
═  Instrumentation
Johnson Space Center (JSC)        Harry Erwin / 713-483-0267
                                  (5800)
═  Avionics Testbed
═  Arc-Jet Test
═  Flight (Mission) Operatbility
Evaluation
═  Thermal Vacuum Facility
═  Rapid Prototype Simulations
═  CFD Testbed
Kennedy Space Center (KSC)        Don Page / 407-867-4553
(4812)
                                  : X-33
═  Launch Facilities                 Joel Blum / 407-867-3644
═  Landing Facilities                (4812) : X-34
═  Range Support
═  Ground Support Equipment
═  Ground Operability Evaluation

Langley Research Center (LaRC)    Del Freeman / 804-864-4451
                                  (4449)
═  Structures/Thermal and Materials
═  Wind Tunnels
═  Test (all of the above)
Lewis Research Center (LeRC)      Sol Gorland / 216-977-7561
                                  (7500)
═  Propulsion (and Test)
═  Wind Tunnels
Marshall Space Flight Center      Terry Greenwood / 205-544-
1585
(MSFC)                            (5860)
═  Propulsion
═  Structures/Thermal and Materials
═  Astrionics/GNC/Power
═  Fabrication
═  Test (all of the above)
Stennis Space Center (SSC)        Patrick Scheuermann / 601-
688-
                                  2486 (7885)
═  Structures and Propulsion Test
White Sands Test Facility (WSTF)  Richard Lopez / 505-5245155
                                  (5053)
═  Ground Propulsion Test
Department of Defense (DoD)
Installations
═  Flight Operations/Test     Lt.Col. Jess Sponable /
505-
                                  846-8927x127
═  Technology Tasks/Test             Chris Andrews / 505-846-
                                  8927x130
                                  (both 8930)









                         APPENDIX F

                              

                              

               OMB CIRCULAR A-110, SECTION 23
                              
                              
                              
                              
                              
                              
                              
                              
                   REUSABLE LAUNCH VEHICLE
              ADVANCED TECHNOLOGY DEMONSTRATOR: X - 33
OMB CIRCULAR A110

58 FR 62992-01                                     PAGE  17

 23 Cost sharing or matching.
 (a)All  contributions, including cash and third  party  in
kind,  shall  be  accepted as part of the  Recipient's  cost
sharing or matching when such contributions meet all of  the
following criteria.
 (1)Are verifiable from the Recipient's records.
 (2)Are  not  included as contributions for other federally-
assisted project or program.
 (3)Are  necessary and reasonable for proper  and  efficient
accomplishment of project or program objectives.
 (4)Are allowable under the applicable cost principles.
 (5)Are  not  paid by the Federal Government  under  another
award, except where authorized by Federal statute to be used
for cost sharing or matching.
 (6)Are  provided for in the approved budget  when  required
by the Federal awarding agency.
 (7)Conform  to  other  provisions  of  this  Circular,   as
applicable.
 (b)Unrecovered indirect costs may be included  as  part  of
cost sharing or marching only with The prior approval of the
Federal awarding agency.
 (c)Values  for  Recipient  contributions  of  services  and
property  shall  be  established  in  accordance  with   the
applicable  cost principles. If a Federal agency  authorizes
Recipients    to    donate    buildings    or    land    for
construction/facilities acquisition  projects  or  long-term
use,  the value of the donated property for cost sharing  or
matching shall be the lesser of (1) or (2).
 (1)The  certified  value  of  the  remaining  life  of  the
property  recorded in the Recipient's accounting records  at
the time of donation.
 (2)The  current fair market value. However, when  there  is
sufficient  justification, the Federal awarding  agency  may
approve  the  use of the current fair market  value  of  the
donated property, even if it exceeds the certified value  at
the time of donation to the project.
 (d)Volunteer  services furnished by professional  technical
personnel,  consultants,  and other  skilled  and  unskilled
labor  may  be  counted as cost sharing or matching  if  the
service  is  an integral and necessary part of  an  approved
project  or program. Rates for volunteer services  shall  be
consistent  with  those  paid  for  similar  work   in   the
Recipient's  organization. In those instances in  which  the
required skills are not found in the Recipient organization,
rates  shall be consistent with those paid for similar  work
in  the labor market in which the Recipient competes for the
kind  of  services  involved. In either  case,  paid  fringe
benefits  that are reasonable, allowable, and allocable  may
be included in the valuation.
 (e)When an employer other than the Recipient furnishes  the
services  of an employee, these services shall be valued  at
the employee's regular rate of pay (plus an amount of fringe
benefits that are reasonable, allowable, and allowable,  but
exclusive of overhead costs), provided these services are in
the same skill for which the employee is normally paid.
 (f)Donated  supplies may include such items  as  expendable
equipment, office supplies, laboratory supplies or  workshop
and  classroom supplies. Value assessed to donated  supplies
included  in  the cost sharing or matching  share  shall  be
reasonable and shall not exceed the fair market value of the
property at the time of the donation.
 (g)The   method  used  for  determining  cost  sharing   or
matching for donated
OMB CIRCULAR A110

58 FR 62992-01                                     PAGE  18
equipment, buildings and land for which title passes to  the
Recipient may differ according to the purpose of the  award,
if (1) or (2) apply.
 (1)If  the  purpose of the award is to assist the Recipient
in  the  acquisition of equipment, buildings  or  land,  the
total  value of the donated property may be claimed as  cost
sharing or matching.
 (2)  If  the  purpose of the award is to support activities
that require the use of equipment and buildings may be made.
However, the full value to equipment or other capital assets
and  fair  rental charges for land may be allowed,  provided
that the Federal awarding agency has approved the charges.
 (h)The  value  of  donate property shall be  determined  in
accordance  with  the  usual  accounting  policies  of   the
Recipient, with the following qualifications.
 (1)The  value  of donated equipment shall  not  exceed  the
fair  market value at the time of donation to the  Recipient
as  established by an independent appraiser (e.g., certified
real  property  appraiser or General Services Administration
representative) and certified by a responsible  official  of
the Recipient.
 (2)The  value  of donated equipment shall  not  exceed  the
fair rental value of equipment of the dame age and condition
at the time of donation.
 (3)The  value  of donated space shall not exceed  the  fair
rental  value  of  comparable space  as  established  by  an
independent appraisal of comparable space and facilities  in
a privately-owned building in ht same locality.
 (4)The value of loaned equipment shall not exceed its  fair
rental value.
 (5)The  following requirements pertain to  the  Recipient's
supporting  records  for  in-kind contributions  from  third
parties.
 (i)Volunteer  services  shall be  documented  and,  to  the
extent  feasible, supported by the same methods used by  the
Recipient for its won employees.
 (ii)     The  basis  for  determining  the  valuation   for
personal  service, material, equipment, buildings  and  land



shall be documented.























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                         APPENDIX G

                          ACRONYMS
                   REUSABLE LAUNCH VEHICLE
              ADVANCED TECHNOLOGY DEMONSTRATOR:
                           X - 33
                           
                         APPENDIX  G


                          ACRONYMS

ADP       Automated Data Processing
ASCII     American Standard Code Information Interchange
CAN       Cooperative Agreement Notice
CDT       Central Daylight Time
CFR       Code of Federal Regulation
Co-P      Co-Partner
FAR       Federal Acquisition Regulation
FAX       Facsimile
FTP       File Transfer Protocol
FY        Fiscal Year
IR&D      Independent Research and Development
klb       Kilo-pound
LEO       Low Earth Orbit
LP        Lead Partner
MSFC      Marshall Space Flight Center
NASA      National Aeronautics and Space Administration
nm        Nautical Mile
NRA       NASA Research Announcement
OMB       Office of Management and Budget
OSAT      Office of Space Access and Transportation
RLV       Reusable Launch Vehicle
RTF       Rich Text Format
TBD       To Be Determined
URL       Uniform Resource Locator
VHM       Vehicle Health Monitoring
WWW       World Wide Web