TEANECK, NJ, December 14th, 1998 -- "Lockheed Martin IMS Corporation, aleading provider of information management services to state and localgovernments, today announced the signing of an agreement to acquire San Diego,California-based U.S. Public Technologies L.L.C. (USPT), a leading provider ofphoto enforcement technology services in the United States and Canada. Termsof the purchase were not disclosed. The transaction is subject to obtainingcertain government approvals and customary closing conditions. The acquisitionis expected to close in the first quarter of 1999. "USPT is a perfect match for Lockheed Martin IMS, a company that has beenproviding valuable transaction processing services to U.S. cities for threedecades," said Lockheed Martin IMS President and CEO John Brophy. "For the past two years, USPT has been our strategic partner in providingphoto enforcement services to a growing number of cities trying to combataggressive driving. With the acquisition of USPT, Lockheed Martin IMS now hasan unmatched capability to use the latest technology to help cities save livesand reduce accidents caused by speeding, red light violations and railroadcrossing infractions. We are pleased to have Alan Viterbi and his managementteam join us," Brophy added. USPT, a privately owned company, which has been in business since 1988,will continue to operate out of its headquarters in San Diego. The companyemploys 100 people. Alan Viterbi, founder, president and CEO of USPT, will continue to overseethe operation as a vice president within Lockheed Martin IMS' MunicipalServices division. Lockheed Martin IMS is a subsidiary of global technologyleader Lockheed Martin Corporation. Viterbi said, "By joining a technology leader like Lockheed Martin, wewill be better able to grow across North America as well as around the globe.This will give us an even greater opportunity to reach out to cities andcounties, and help them aggressively crack down on motorists who speed and runred lights." USPT has 27 red light and photo radar contracts in the U.S. and Canada.IMS and USPT currently work in partnership in San Francisco, California,Denver, Colorado, Charlotte, North Carolina, Arlington, and Alexandria,Virginia, and are preparing to implement services in Washington, D.C., LosAngeles, California, Baltimore, Maryland and other communities throughout theUnited States and Canada. Cities across North America have strong public support to use the latesttechnologies to nab offenders. A recent Harris poll showed that 65 percent ofAmerican drivers support installing cameras at intersections to reduceviolations, accidents and injuries. Tom Wrigley, senior vice president and managing director of IMS' MunicipalService division, said, "Motorist speeding, red light running and railroadcrossing violations have reached epidemic proportions. More and more citiesand counties are recognizing the public safety benefits of photo enforcement-- it can and does save lives. "The acquisition of USPT will help Lockheed Martin IMS maintain itsleading position in offering cities innovative and cost-effective solutions,"Wrigley said. "No city can afford to have a policeman at every intersection,so a red-light camera is an invaluable enforcement tool. The use of suchtechnology will help change driver behavior and, in the end, greatly improvepublic safety in communities across the country." Wrigley said that USPT will be added to the Lockheed Martin IMS team thatcurrently is working in Australia on one of the world's largest red-light andspeed radar camera projects. Lockheed Martin IMS and Tenix PTY Limited arepartners in a joint venture to operate the State of Victoria's Traffic CameraOffice and Enforcement Management Unit program. Earlier this year, U.S. Transportation Secretary Rodney Slater announced anationwide campaign to target aggressive driving and install more red lightcameras at the nation's signalized intersections. This USPT acquisition uniquely positions Lockheed Martin IMS to provideits photo enforcement customers with a full spectrum of turnkey servicestailored to meet their individual needs, from intersection engineering andviolation capture to registered owner inquiry, citation issuance, paymentprocessing, collection and interface with local court systems. Note: This press release may contain forward-looking statements madepursuant to the safe harbor provision of the Private Securities LitigationReform Act of 1995. Such forward looking statements involve risks anduncertainties that could cause actual results to differ materially fromanticipated results including the effects of government budgets andrequirements, economic conditions, competitive environment, timing of awardsand contracts; the outcome of contingencies including litigation, changes inapplicable laws, and program performance in addition to other factors notlisted. See in this regard Lockheed Martin Corporation's filings with theSecurities and Exchange Commission. Lockheed Martin Corporation does notundertake any obligation to publicly release of any revisions to forwardlooking statements to reflect events or circumstances or changes inexpectations after the date of this press release or the occurrence ofanticipated events.