CONSULTANT CONTRACT

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      This Agreement for consulting services is between NORTHROP GRUMMAN

CORPORATION, a Delaware corporation, whose principal place of business is

located at 1840 Century Park East, Los Angeles, California 90067 ("NGC") and

Ralph D. Crosby, Jr. of 3500 Drexel Drive, Highland Park, Texas 91604.



I.    ENGAGEMENT

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      NGC hereby retains Consultant to provide the services described in

Attachment A hereto. Consultant shall serve at NGC's call. Consultant's

principal point of contact at NGC with respect to the specific nature and scope

of the services to be provided hereunder shall be Kent Kresa NGC's Chairman and

Chief Executive Officer. Consultant shall submit monthly written reports to NGC,

in the format described in Attachment B hereto, setting forth the actions taken

on behalf of NGC and provide such other reports as NGC may reasonably require.



II.   PLACE OF ENGAGEMENT

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      Consultant shall perform the services called for under this Agreement in

such places and at such times as NGC may reasonably require.



III.  TERM OF ENGAGEMENT

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      The term of this Agreement shall be for a period of one year commencing on

January 12, 2002 and terminating on January 11, 2003. This Agreement may be

renewed or extended for such time as NGC and the Consultant may agree upon in

writing.



IV.   COMPENSATION

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      A.  Fee. NGC shall pay Consultant and Consultant shall accept from NGC in

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full payment for services hereunder, compensation at the rate of one thousand

dollars per day ($1000/day) for each day of service performed. Payment shall be

made only upon submittal of a proper invoice and only to the extent that

Consultant satisfactorily performs services pursuant to this Agreement and

substantiates such performance in the monthly activity report required by

Attachment B. In the event services are not required or performed in a given

month, NGC shall be



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under no obligation to pay any compensation for that month except as otherwise

provided herein. If Consultant fails to substantiate any invoice for services,

NGC shall have no obligation to compensate Consultant for such claimed services.



     B.  Expenses. NGC shall reimburse Consultant for all reasonable and

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necessary business expenses incurred by Consultant in connection with the

rendering of services hereunder provided that all such expenses are approved in

advance by Kent Kresa or his designee. Claims for expenses must be in accordance

with NGC's established policies and limitations pertaining to allowable expenses

and documented pursuant to the procedures applicable to NGC's employees.



     C.  Maximum Compensation. Notwithstanding any other provisions of this

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Agreement to the contrary, NGC shall not be obligated to request or to pay

Consultant for any minimum amount of services, and in no event shall NGC be

obligated during the term of this Agreement for consulting fees and expenses of

more than thirty thousand dollars ($30,000.00).



     D.  Full Extent Of Compensation. Unless otherwise specifically stated in

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