Exhibit 5-A

(pending letterhead version from RAMLIT)

SCOPE OF WORK AND BUDGET

July 1, 2005 through June 30, 2006

TASK 1 CVSIM QUALITY CONTROL ($3,000)

TASK 2 CVSIM UPDATE/ASSISTANCE ($3,000)

FEE SCHEDULE

Fees for services for basic contract and options will be calculated on a time and materials basis in accordance with the labor rate shown:

Principal $110 per hour

Direct costs (i.e., travel, meals, lodging, telephone, printing, graphic materials) are subject to a 10% administrative charge. Travel time charges are for one-way travel only (i.e., at 50% of regular fees).

WORK SCHEDULE

Allocation of effort to individual tasks will be on an “as needed” basis, and in accordance with the specific requests for assistance by Contract Manager. Work completion date for TASK 1 and TASK 2 is June 30, 2006.

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