JOINT LICENSING AGREEMENT

DRAFT--August 5, 1998

JOINT LICENSING AGREEMENT

This Agreement is made as of June 1, 1998 by and among The University System of New Hampshire of Durham, New Hampshire ("UNH"); Massachusetts Institute of Technology of Cambridge, Massachusetts ("MIT"); Woods Hole Oceanographic Institution of Woods Hole, Massachusetts ("WHOI"); Alphatron Manufacturing, Inc. of Haverhill, Massachusetts ("Alphatron"); Clearwater Instrumentation, Inc. of Watertown, Massachusetts ("Clearwater"); and Portland Fish Exchange of Portland, Maine ("PFE") (each of the foregoing, individually a "Party," and collectively, the "Parties").

1. Basis of Agreement.

UNH submitted a proposal entitled "Oceanographic and Fisheries Data Collection and Telemetry Commercial Fishing Vessels" to the National Oceanographic Partnership Program of the Office of Naval Research pursuant to BAA 98-002: 11/14/97 (the "Proposal"), and each other Party submitted a proposed subcontract with UNH as part of the Proposal. Pursuant to the Proposal, each Party will design and develop a part of an integrated sensor system for deployment on commercial fishing vessels, as hereinafter defined (the "Integrated Sensor System").

Each Party desires to grant UNH a license to utilize that part of the Integrated Sensor System that it designed and developed, and each Party further desires that UNH grant Alphatron a sublicense thereunder . The purpose of this Agreement is to set forth the terms and conditions upon which each Party will grant such a license to, and upon which UNH will grant such a sublicense to, the Integrated Sensor System .

2. Definitions.

2.1 "Net Sales" shall mean the gross amount invoiced for sales of Licensed Products or Licensed Processes to independent third parties less:

(a) Transportation charges or allowances actually paid or granted;

(b) Trade, quantity, cash or other discounts, if any, allowed and paid to independent parties in arms-length transactions;

(c) Credits or allowances made or given on account of rejects, returns, recalls or retroactive price reductions for any amount not collected.

(d) Any tax or governmental charge directly on sale or transportation, use or delivery or services not recovered from the purchaser.

Licensed Products and Licensed Processes shall be considered "sold" when invoiced or billed out.

2.2 "Integrated Sensor System" shall mean the technology, and any part thereof, designed and developed by one or more of the Parties pursuant to the Proposal.

2.3 "Licensed Process(es)" shall mean any process which embodies, utilizes, or is derived from the Integrated Sensor System and which is used for the application(s) described in the Proposal.

2.4 "Licensed Product(s)" shall mean any product which embodies, utilizes, or is derived from the Integrated Sensor System and which is used for the application(s) described in the Proposal.

3. Grant.

3.1 License. Each Party hereby grants to UNH, subject to all the terms and conditions of this Agreement, an exclusive right and license to make, have made, use, and sell the Licensed Products and Licensed Processes throughout the world (the "License"). UNH shall have the further right to sublicense worldwide any of the rights, privileges and licenses granted hereunder.

3.2

Sublicense. UNH hereby grants to Alphatron, subject to all terms and conditions of this Agreement, an exclusive right and sublicense, for a period ending on May 31, 2013, to all of the rights, privileges and licenses granted to UNH under Section 3.1 hereof (the "Sublicense").

3.3 Retained Rights. Each Party retains all intellectual property rights in that part of the Integrated Sensor System designed and developed by it and not expressly transferred by the terms of this Agreement. Additionally, each Party retains the right to make and use the Licensed Products and to practice the Licensed processes for its own non-commercial use. Each Party also retains the right to grant a royalty-free non-exclusive license to the Government of the United States (the "Government") if, and to the extent, required by any funding agreement entered into between it and the Government.

4. Best Efforts of Alphatron.

Alphatron, during the term of the Sublicense, and UNH, thereafter during the term of the License, shall devote its best efforts to bring one or more Licensed Products or Licensed Processes to the marketplace through a program of development, production and distribution. In connection with its program, on each anniversary of the date hereof, Alphatron, during the term of the Sublicense, and UNH, thereafter during the term of the License, shall provide to the other Parties an annual report identifying specific goals and objectives and progress in meeting these goals and objectives.

5. Royalties.

In consideration of the Sublicense granted by this Agreement, Alphatron shall pay a royalty of ten percent (10%) of Net Sales of Licensed Products and Licensed Processes to UNH, which shall in turn pay all such amounts received by it, in equal parts, to UNH, MIT, WHOI, and Clearwater, but not to PFE. In consideration of the License granted by this Agreement, UNH shall pay a royalty of five percent (5%) of Net Sales of Licensed Products and Licensed Processes during the three year period immediately after the termination of the Sublicense, in equal parts, to UNH, MIT, WHOI, and Clearwater, but not to PFE.

6. Reports, Records and Royalty Payments.

6.1 Records. Alphatron and UNH shall keep adequate and complete records showing all Net Sales of Licensed Products and Licensed Processes, with respect to which royalties are due under this Agreement. Such records shall include all information necessary to verify the total amount and computation of royalties due hereunder, and shall be open to inspection by each other Party or an agent on its behalf during normal business hours to the extent necessary to verify the amounts thereof or to ascertain such amounts in the event of a failure of Alphatron or UNH to report.

6.2 Reports. Within thirty (30) days after the closing of each calendar quarter during the term of the sublicense and the license herein granted, including the quarter in which they terminate, Alphatron and UNH, respectively, shall furnish each other Party with a written report, signed by an authorized representative of Alphatron, or UNH, as the case may be, showing:

(a) With respect to sales of all Licensed Products and Processes sold during the preceding calendar quarter, the gross amount invoiced or billed out, the deductions therefrom pursuant to Section 2.1, and the Net Sales thereof; and

(b) the amount of royalties due on Licensed Products and Processes computed pursuant to the provisions of Section 5 hereof.

6.3 Royalty Payments. With each such quarterly report, Alphatron and UNH shall remit the total amount of royalties shown thereby to be due, subject to any credits which may be taken by Alphatron or UNH hereunder. Payment shall be made in lawful money of the United States.

7. Patent Prosecution.

Each party shall file, prosecute and maintain all United States or foreign patents, patent applications, directed to any inventions included in the Integrated Sensor Systems, owned by, or assigned to it, together with any divisions, reissues, continuations or extensions. UNH shall by reason of the License granted hereby be licensed thereunder.

8. Patent Marking.

Any Licensed Products that are covered by or are made or used in accordance with any claims of an issued patent shall be marked in accordance with the patent as of each country in which such products are made, sold, or sold for use.

9. Term and Termination.

9.1 If Alphatron shall cease to carry on its business, UNH shall have the right to terminate the Sublicense on notice to Alphatron.

9.2 Should Alphatron or UNH fail to pay such royalties as are due and payable by it under Section 5, UNH or each other Party, respectively, shall have the right to terminate the Sublicense or License, as the case may be, on thirty (30) days written notice, unless Alphatron or UNH, respectively, shall pay UNH or each other Party within the thirty (30) days notice period, all such amounts as are due and payable.

9.3 Upon any material breach or default of this Agreement by Alphatron or UNH (other than as described in connection with Section 10.1 and 10.2 above), UNH or each other Party respectively shall have the right to terminate the Sublicense or License, as the case may be, upon sixty (60) days written notice to Alphatron or UNH. Such termination shall become effective immediately at the conclusion of such notice period prior to the expiration of the sixty (60) day period or, in the case of breaches of defaults which are not susceptible of cure within such period, Alphatron or UNH has commenced such cure and is diligently pursuing it.

9.4 Upon termination of the Sublicense or License for any reason, nothing herein shall be construed to release any Party from any obligation that matured prior to the effective date of such termination.

9.5 The provisions of Sections 3.1, 5, 6, 8, and 10-169-14 shall survive termination of the Sublicense or License.

10. Representations and Warranties of each Party.

Each Party hereby represents and warrants to each other Party that:

10.1 It has the full legal power, authority and right to perform its obligations under this Agreement, and this Agreement will constitute its valid and binding obligation enforceable against it in accordance with its terms.

10.2 It will be the sole owner of all intellectual property rights in and to the Licensed Products and Licensed Processes designed or developed by it.

10.3 No other person or organization will have any assignment, option, or license with respect to the manufacture, use or sale of any Licensed Product or Licensed Process to be designed or developed by it anywhere in the world.

10.4 If any of the representations and warranties hereunder by a Party are not true and correct as of the date hereof and any other Party incurs damages, costs or other expense as a result of such falsity or circumstances falsely represented, the Party shall defend, indemnify and hold harmless the other Party for any such damages, costs or expenses incurred.

10.5 THE RIGHTS GRANTED HEREIN BY EACH PARTY DO NOT INCLUDE ANY WARRANTY WHATSOEVER WITH RESPECT TO THE PERFORMANCE OF A LICENSED PRODUCT INCLUDING ITS SAFETY, EFFECTIVENESS, COMMERCIAL VIABILITY OR MERCHANTABILITY, AND EACH OTHER PARTY ASSUMES ALL RESPONSIBILITY AND LIABILITY IN THIS REGARD.

11. Export Controls.

Alphatron, during the term of the Sublicense, and UNH thereafter, during the term of the License, shall not sell, transfer, export, or reexport any Licensed Product or Licensed Process or related information in any form, or any direct product of such information, except in compliance with all applicable laws, including the export laws of any government agency and any regulations thereunder, and will not sell, transfer, export or reexport any such Licensed Product or Licensed Process or information to any persons or any entities with regard to which there exist grounds to suspect or believe that they are violating such laws. Alphatron, during the term of the Sublicense, and UNH thereafter, during the term of the License, shall be solely responsible for obtaining all license, permits or authorizations required from any government agency for any such export or reexport.

12. Notices.

All reports, notices and other communications provided for hereunder shall be made or given by facsimile, by first-class mail postage prepaid, or by air courier to the mailing address or facsimile number set out in the Proposal for the Party to receive such report, notice or communication or to such other individuals or at such address as any Party may from time to time designate by written notice to the other Parties.

13. Confidentiality.

The Parties contemplate that it may be necessary to exchange trade secrets or other confidential information in connection with the terms of this Agreement. Each Party agrees, therefore, that information marked CONFIDENTIAL that is received from any other Party shall be maintained in confidence and that reasonable and prudent practices shall be followed to maintain the information in confidence including, where necessary, obtaining written confidentiality agreements from persons not already bound by a written confidentiality agreement having access to such information. The obligation to maintain the confidentiality of such information shall survive this Agreement for a period of one (1) year. However, a Party shall not be obligated to maintain information in confidence which it can reasonably prove by written documentation:

(a) to have been publicly known prior to submission by another Party;

(b) to have been know or available to it prior to submission by another Party;

(d) to have been received by it from a third party not under a direct or indirect duty of confidence to another Party;

(e) to have been required to be disclosed by order of any court or government agency, provided that reasonable advance notice is given to another Party to afford an opportunity to protect the information.

Notwithstanding any other provision of this Agreement, each Party may disclose confidential or trade secret information of another Party relating to this Agreement to any person or entity with whom the Party is proposing to enter into a business relationship, as long as the Party obtains from such person or entity an agreement containing provisions concerning confidentiality substantially similar to those provided in this Agreement.

14. Miscellaneous.

14.1 Relationship of Parties. For the purpose of this Agreement and all services to be provided hereunder, the Parties shall be, and shall be deemed to be, independent contractors and not agents or employees of the other. No Party shall have authority to make any statements, representations or commitments of any kind or to take any action that will be binding on any other Party.

14.2 Severability. If any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality or unenforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

14.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties. This Agreement is personal in its character. The duties hereunder cannot be delegated and the rights hereunder cannot be assigned.

14.4 Merger. This instrument contains the entire Agreement among the Parties. No verbal agreement, conversation or representation between any officers, agents, or employees of the Parties hereto either before or after the execution of this Agreement shall affect or modify any of the terms or obligations herein contained.

14.5 Amendment and Waiver. No change, modification, extension, termination or waiver of this Agreement, or any of the provisions herein contained, shall be valid unless made in writing and signed by a duly authorized representative of all the Parties.

14.6 Captions. The captions are provided for convenience and are not to be used in construing this Agreement.

14.7 No Presumptions. The Parties agree that they have participated equally in the formation of this Agreement and that the language herein should not be presumptively construed against any of them.

14.8 Counterparts. This Agreement may be signed in counterparts which collectively shall constitute a single agreement.

14.9 Force Majeure. No Party shall be in breach hereof by reason of this delay in the performance of or failure to perform any of its obligations hereunder, if that delay or failure is caused by strikes, acts of God or the public enemy, riots, indecencies, interference by civil or military authorities, compliance with governmental priorities for material, or any fault beyond its control or without its fault or negligence.

14.10 Further Assurance. Each Party, at any time or from time to time, shall execute and deliver or cause to be delivered such further assurances, instruments or documents as may be reasonably necessary to fulfill the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

The University System of New Hampshire