Exhibit 10.7

               AMENDMENT ONE TO AGREEMENT FOR PURCHASE & SALE OF
                           REMOTE MONITORING PRODUCTS

     This  Amendment  for  Purchase  &  Sale  of  Remote   Monitoring   Products
(hereinafter  this "Amendment") is made effective as of this 16th day of January
2004  ("Effective  Date")  by  and  between  Harris   Corporation,   a  Delaware
corporation,  operating  through  its  Broadcast  Communications  Division  with
offices located at 4393 Digital Way, Mason, Ohio 45040  (hereinafter  "Harris"),
and Statmon  Technologies Corp., a Nevada  corporation,  with offices located at
345 N. Maple Drive, Suite 120, Beverly Hills, CA 90210 (hereinafter  "Statmon"),
each a "Party" and together the "Parties".

     WHEREAS,  the Parties  entered  into an  agreement  for  Purchase & Sale of
Remote Monitoring Products on February 25th, 2003 (hereinafter the "Agreement");

     WHEREAS,  pursuant  to Section  4.2 of the  Agreement,  the  Parties met on
quarterly basis to have general discussions about the current market conditions,
product features,  including  competitive  climate,  and technical  features and
improvements to new products;

     WHEREAS,  based  on those  discussions,  and for  Harris  to  maintain  all
exclusive rights and licenses granted under the Agreement through June 2004, the
Parties  have agreed to modify the Annual  Forecast and the  Quarterly  Forecast
stated in Appendix D - Payment, Specifications, Delivery Schedule and Test Plan;
and

     WHEREAS,  all capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Agreement.

     NOW THEREFORE in  consideration  of the premises and the mutual  agreements
and covenants herein contained,  and other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the Parties  hereby
agree and covenant as follows:

1.   Appendix D - Payments, Specifications, Delivery Schedule and Test Plan will
be modified as follows:

     a)  Delete  Sections  5, 6 and 7 in their  entirety  and  replace  with the
following:  "On or about January 16, 2004,  Harris will issue a Blanket Purchase
Order in the amount of  $337,500.  Harris  will make  payment to Statmon  within
twenty-four  (24) hours of receipt by Harris of the Hardware  required under the
Blanket  Purchase  Order.  Furthermore,  during the next six (6) months from the
Effective Date, Harris will issue additional  Blanket Purchase Orders at the end
of each  month,  starting on January 31, 2004 and ending on June 30, 2004 in the
amount of $_______ each. With regards to each Blanket Purchase Order starting on
January 31, 2004, no more than twenty-five  (25%) percent of the total amount of
each such Blanket  Purchase Order shall be for the purchase of Hardware.  Harris
will make payment to Statmon within  twenty-four (24) hours of receipt by Harris
of the Hardware  required under each  corresponding  Blanket Purchase Order. The


<PAGE>


Parties  agree to negotiate  the Annual and  Quarterly  Forecasts for the period
beginning  July 01, 2004 until  December 31, 2005 by May  31,2004." In the event
Harris and Statmon are unable to agree upon Annual and  Quarterly  Forecasts  by
May 31, 2004, Statmon reserves the right to convert Harris' exclusive rights and
licenses to non-exclusive,  effective upon thirty (30) days prior written notice
to Harris.  Notwithstanding  the foregoing,  should the parties reach  agreement
regarding Annual and Quarterly  Forecasts by June 30, 2004, such agreement shall
include  the terms set forth in the  deleted  Sections  6 and 7 of the  original
Exhibit "D" to the Agreement.

2.   No modification or amendment to this Amendment may be made unless agreed to
by the  Parties  hereto in  writing.  All  other  terms  and  conditions  of the
Agreement shall remain unchanged.

IN WITNESS HEREOF,  Harris and Statmon have caused this Amendment to be executed
by their duly authorized representatives.


STATMON TECHNOLOGIES

By: /s/ Geoffrey P. Talbot
  -------------------------------
  Name:  Geoffrey P. Talbot
  Title: CEO


HARRIS CORPORATION
BROADCAST COMMUNICATIONS DIVISION


By:  /s/ Haldale S. Wilson
  -------------------------------
  Name:  Haldale S. Wilson
  Title: Vice President
         Studio Products & Systems


<PAGE>


                        AGREEMENT FOR PURCHASE & SALE OF
                           REMOTE MONITORING PRODUCTS

     This  Agreement  for  Purchase  &  Sale  of  Remote   Monitoring   Products
(hereinafter this "Agreement") is made effective as of this 25th day of February
2003  ("Effective  Date")  by  and  between  Harris   Corporation,   a  Delaware
corporation,  operating  through  its  Broadcast  Communications  Division  with
offices located at 4393 Digital Way, Mason, Ohio 45040  (hereinafter  "Harris"),
and Statmon  Technologies Corp., a Nevada  corporation,  with offices located at
345 N. Maple Drive, Suite 120, Beverly Hills, CA 90210 (hereinafter "Statmon").

     WHEREAS  Statmon  manufactures  and supplies  the Products (as  hereinafter
defined); and

     WHEREAS,  Harris  manufactures,  markets and promotes digital, AM, FM, IBOC
and Television  broadcast  systems and finished  products which  integrate among
other products,  network interface and system  controllers,  other broadcast and
data products and components; and

     WHEREAS, Harris wishes to engage in the manufacture, marketing, and sale of
digital, AM, FM, IBOC and Television broadcast systems which integrate Statmon's
products and to exclusively  market,  distribute and resell  Statmon's  Products
worldwide; and

     WHEREAS,  Harris  and  Statmon  desire to enter into an  agreement  whereby
Harris may place purchase orders from time to time with Statmon for the purchase
of the Products  which  Statmon may accept and complete in  accordance  with the
terms of this Agreement.

     NOW THEREFORE, in consideration of the premises and mutual covenants herein
set forth and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereby agree as follows:

                            ARTICLE 1 - DEFINITIONS

For purposes of this Agreement,  the following terms and their definitions shall
apply:

     "AFFILIATE"  with  respect  to any  Person,  shall  mean any  other  Person
directly  or  indirectly  controlling,  controlled  by, or under  the  direct or
indirect  common  control  with such  Person,  including  without  limitation  a
corporation's  Subsidiaries,  any company of which it is a Subsidiary, and other
Subsidiaries of such company.

     "ANNUAL  FORECAST" shall mean the number of units projected by Harris to be
purchased for delivery to Harris in a given Harris fiscal year (July - June).

     "ATSC TRANSPORT  STREAM" shall mean a bit stream that is compliant with the
Advanced Television Systems Committee Standard.

     "BROADCAST  CUSTOMER" shall mean those entities  engaged in the business of
NTSC, PAL,  SECAM,  ATSC  broadcasting,  DVB-television  broadcasting,  AM radio
broadcasting,  FM radio  broadcasting and IBOC broadcasting who use Products and
Licensed  Materials  procured  by Harris  hereunder  only for the  broadcast  of
terrestrial over-the-air signals to television consumers.

     "CONFORMANCE  TESTING" shall mean the testing and acceptance procedures for
the Products as agreed to by the parties and incorporated  into an Appendix from
time to time.

     "DAYS" shall mean calendar days unless otherwise noted.


                                       1
<PAGE>


     "DESIGNATED  PROCESSOR" shall mean the Product for which the license to Use
Licensed Materials is granted under this Agreement.

     "END  USER"  shall  mean:   (i)  with   respect  to  Software  and  Related
Documentation,  any third party to whom a sub-license to Use Licensed  Materials
is granted by Harris  hereunder in  connection  with the purchase of Products by
such third party from Harris for use by such third party and not for resale, and
(ii) with respect to Products  purchased by Harris hereunder,  a third party who
purchases Products for use by such third party and not for resale.

     "EXCLUSIVE  PRODUCT"  shall  mean,  Statmon  software  packages  and remote
terminal  units  including  those listed in Appendix A, any  upgrades,  software
revisions and any product  extensions  exclusively  manufactured  by Statmon for
Harris.

     "GENERAL  RELEASE DATE"   means the time at which Statmon  notifies  Harris
that  Statmon is ready to ship to Harris a specific  Product or set of  products
previously under development.

     "HARDWARE"  shall  mean  remote  terminal  units,  punch  down  blocks  and
associated connections.

     "LICENSED  MATERIALS"  shall mean any  Software  and Related  Documentation
offered  under this  Agreement  for which a license to Use is granted  under the
terms and conditions of this Agreement.

     "NEW  PRODUCTS"  shall mean  Products  which are added from time to time to
Appendix A and  designated  as "New  Products"  by the mutual  agreement  of the
Parties.

     "NON-EXCLUSIVE  PRODUCT"  shall mean products  which are added from time to
time to Appendix A and  designated  as  "Non-Exclusive  Products"  by the mutual
agreement of the Parties and in which Harris has non-exclusive  rights to market
and resell to customers.

     "OBJECT  CODE"  shall mean that  representation  of Software in binary form
intended to be readily usable by a processor.

     "ORDER"  shall mean an order  submitted by Harris in writing to Statmon for
the purchase of Products in accordance with this Agreement.

     "OUTSTANDING  QUOTES" shall mean all Statmon  quotes  outstanding as of the
Effective Date and listed in Appendix E.

     "PERSON" means any individual, corporation,  partnership, limited liability
company, joint venture, association, trust, unincorporated association,  entity,
governmental body, or any other entity or organization.

     "PRICE SCHEDULES" shall mean Statmon's  official listings and explanations,
in written  or  electronic  form,  for  Products,  Licensed  Materials,  prices,
discount plans,  discount rates, special price conditions and terms as listed in
Appendix  A,  Exclusive  Products  attached  hereto  and  made  a part  of  this
Agreement.

     "PRODUCTS"  shall   collectively  mean  the  Hardware  and  Software  which
comprises the Exclusive Products, Non Exclusive Products, and New Products.

     "QUARTERLY  FORECAST" shall mean the number of units projected by Harris to
be purchased for delivery to Harris in a given three (3) month period.


                                       2
<PAGE>


     "RELATED  DOCUMENTATION"  shall  mean  materials  in  any  form  useful  in
connection with Software and/or its use and Products including,  but not limited
to,  flowcharts,   logic  diagrams  and  listings,   and  program  descriptions,
Specifications and Product manuals.

     "RETURN MATERIAL AUTHORIZATION (RMA) NUMBER" means the authorization number
provided by Statmon's  customer service department to Harris after Harris or its
End User has notified  Statmon's  customer service department of a deficiency or
malfunction in a Product.

     "SOFTWARE" shall mean a computer program in Object Code consisting of a set
of logical  instructions and tables of information that guide the functioning of
a processor.  Such program may be contained in any medium whatsoever,  including
firmware containing a pattern of bits,  representing such program.  However, the
term "Software" does not mean or include such medium.

     "SOURCE  CODE" shall mean the most current  representation  of Software (as
updated from time to time ) incorporating  high-level or assembly  language that
generally is not directly executable by a processor.

     "SPECIFICATIONS"   shall  mean   Statmon's   or  its   vendor's   technical
specifications for particular Products or Software furnished hereunder.

     "SUBSIDIARY"  of a Person  means a Person the  majority of whose  shares or
other  securities  or  ownership  interests  entitled  to vote for  election  of
directors or other  governing  body is now or hereafter  owned or  controlled by
such Person either directly or indirectly,  but a Person shall be deemed to be a
Subsidiary of such Person only as long as such ownership or control exists.

     "USE"  with  respect to  Licensed  Materials  means  loading  the  Licensed
Materials,  or any portion thereof, into a Designated Processor for execution of
the instructions and tables contained in such Licensed Materials.

APPENDICES:  The following Appendices are incorporated by reference hereunto and
form a part of this Agreement:

     (a)  APPENDIX A - EXCLUSIVE PRODUCTS

     (b)  APPENDIX B - PRIVATE LABELING AND BRANDING INSTRUCTIONS

     (c)  APPENDIX C - ESCROW AGREEMENT

     (d)  APPENDIX D - SPECIFICATIONS, DELIVERY SCHEDULE AND TEST PLAN

     (e)  APPENDIX E - OUTSTANDING QUOTES

     (f)  APPENDIX F - END USER LICENSE AGREEMENT

     (g)  APPENDIX G - CONFIDENTIALITY AGREEMENT

                                ARTICLE 2 - TERM

     This  Agreement  shall  commence  on the  Effective  Date  and,  except  as
otherwise  provided in Article 24 - Termination,  shall continue in effect for a
period  of three  (3)  years  from the  Effective  Date of this  Agreement  (the
"Term"). The modification, termination or expiration of this Agreement shall not
affect  the  rights  or  obligations  of  either  party  under  any Order or any
outstanding  Harris  quotation(s)  to an End User which  Statmon has approved in
writing  before  the  effective  date  of  the   modification,   termination  or
expiration,  which outstanding  quotation shall not extend more than ninety (90)
days following any such modification, termination, or expiration.


                                       3
<PAGE>


                               ARTICLE 3 - SCOPE

3.1 The terms and conditions set forth in this Agreement shall govern any Orders
placed by Harris during the Term for Exclusive  Products and Licensed  Materials
set forth in Appendix A - Exclusive - Products.  Harris  shall have the right to
procure Exclusive Products and Licensed Materials under this Exclusive Agreement
with respect to Exclusive Products, to market and resell (subject to the license
terms stated herein) the same on an exclusive basis to Broadcast  Customers on a
worldwide  basis.  Statmon  shall  remain free to market and sell all  Exclusive
Products and Licensed Materials as it, in its sole discretion, deems appropriate
to any customer which is not a Broadcast Customer.

Moreover,  during the Term of this  Agreement,  Statmon may continue to directly
sell the Statmon  products to the  following end users for their own use and not
for resale to any other group or Affiliate.

(a)  SINCLAIR BROADCAST GROUP, INC.
     10706 Beaver Dam Road
     Hunt Valley,  Maryland 21030

(b)  LIN TV CORPORATION
     1 Richmond Square
     Providence, Rhode Island 02906

(c)  NATIONAL BROADCASTING COMPANY, INC., A DELAWARE CORPORATION
     includes 13 NBC TV and 22
     Telemundo owned and operated stations

3.2  Statmon, its officers, directors,  Affiliates, Key Personnel, and employees
shall not  directly or through  indirect  channels  (except  for those  accounts
identified  in 3.1 above) sell,  market,  promote,  or  otherwise  engage in any
activity the effect of which would compete or interfere  with Harris'  exclusive
rights pursuant to this Agreement.

3.3  The Parties may add to Appendix A - at any time, provided that the addition
of new Products or Licensed  Materials shall not create any purchase  obligation
on Harris' part.  The parties may delete any  Exclusive  Product from Appendix A
only upon mutual written agreement between Harris and Statmon.

3.4  Statmon  hereby assigns the  Outstanding  Quotes to Harris and Harris shall
have the right to fill those orders.  Statmon shall notify Harris when contacted
by a customer to place an order listed in the Outstanding Quotes.

                          ARTICLE 4 - EXCLUSIVE RIGHTS

4.1  The term of all exclusive rights and exclusive licenses granted to Harris'
hereunder  shall be for the Term of this  Agreement and subject to the terms and
conditions set forth in Appendix D - Specifications,  Delivery Schedule and Test
Plan, but in no event less than six (6) months  commencing  the Effective  Date,
unless this Agreement is terminated pursuant to the provisions of Article 24.

4.2  Both  parties  shall  meet on a quarterly basis to have general discussions
including, but not limited to, the review of current market conditions,  product
features,  regulatory  and  competitive  climate  including  pricing,  technical
features  and  improvements  to new  products.  The parties  shall in good faith
discuss  strategies  necessary to  facilitate  meeting the Annual and  Quarterly
Forecasts.


                                       4
<PAGE>


4.3  COST REDUCTION. The parties agree to use commercially reasonable efforts to
reduce  the  costs of the  Products.  Cost  improvements  will be  targeted  for
design-related   improvement,   material   handling,   sourcing,   manufacturing
operations, business practices and quality improvements.

                  ARTICLE 5 - RESPONSIBILITIES OF THE PARTIES

5.1  In addition to all other obligations of Harris under this Agreement, Harris
shall:

     (a)  where  appropriate,  train its End Users in the  effective  use of the
Products and Licensed Materials,  including providing any instructional material
furnished by Statmon;

     (b) inform its customers of service and maintenance  options available from
Harris;

     (c) report in writing  within  thirty  (30)  business  days to Statmon  all
suspected  Products and Licensed  Materials  defects or safety problems and keep
Statmon informed of Customer complaints.

     (d) comply with all  applicable  requirements  of federal,  state and local
laws, ordinances, administrative rules and regulations.

     (e)  offer  to its End  User a  warranty  for such  Products  and  Licensed
Materials as a minimum on the same terms as the warranty  granted to Harris from
Statmon.

     (f) be responsible  for all other expenses  associated with its personnel's
attendance at training including, but not limited to, travel, lodging and meals.
In  addition,  Harris  shall be  responsible  for all travel,  lodging and meals
expenses  associated  with the  attendance of Statmon  personnel at any training
session.

5.2  In  addition  to all other  obligations  of Statmon  under this  Agreement,
Statmon shall:

     (a) review  Harris'  written  reports  referred  to in Section  5.1 (c) and
respond with a remedy or proposed remedy to such reports within 14 business days
from Statmon's receipt thereof;

     (b) make commercially  reasonable efforts to participate in mutually agreed
upon joint marketing and development  efforts, in order to enhance the sales and
industry acceptance of the Products;

     (c) develop and manufacture  the Exclusive  Products in compliance with the
Specifications  and provide  Harris with service or  replacement  for  Exclusive
Products in accordance with the terms and conditions of this Agreement.

     (d) comply with all  applicable  requirements  of federal,  state and local
laws, ordinances, administrative rules and regulations including.

     (e) provide  Harris with  instructional  materials in mutually  agreed upon
quantities  relating  to the  Exclusive  Products  and  Licensed  Materials  for
training and educational purposes as needed; and

     (f) provide  Harris with  training for  Exclusive  Products  free of charge
during the first six months for Harris  personnel.  In the event Harris  desires
additional  training,  such shall be  provided by Statmon at $150.00 per hour or
$1,200 per day.


                                       5
<PAGE>


     (g) retain the following  software and business  developers  for at least a
period of one (1) year from the Effective Date: Peter  Upfold and Michael Hurst,
(the "Key Personnel").  Notwithstanding the foregoing, Statmon may terminate its
agreement  with Michael  Hurst at any time for cause and,  after the first year,
Statmon may replace  Michael Hurst or Peter Upfold for any reason with the prior
written approval of Harris, such consent not to be unreasonable withheld.

                               ARTICLE 6 - ORDERS

6.1  All Orders  submitted by Harris for Products and Licensed  Materials  shall
incorporate and be subject to the terms and conditions of this Agreement. To the
extent that any terms contained within this Agreement are in conflict with those
referenced  in any  particular  Order,  the terms set forth  herein  shall  take
precedence  and  control.  Harris  shall  issue an Order to  Statmon  to procure
Products hereunder. Any Order submitted pursuant to a firm price quotation shall
include  such firm price  quotation  number.  All Orders,  including  electronic
Orders, shall contain the information as detailed below:

     (i)  Complete and correct ship to and bill to address;

     (ii) The  quantity  and  type of  Products  and  Licensed  Materials  being
          ordered;

     (iii) The price;

     (iv) The  requested  delivery date in accordance  with  Statmon's  standard
          interval for the Products and Licensed Materials being ordered, or, in
          the event a  non-standard  interval has been agreed to by the parties,
          reference  shall  be made to the  specific  document  agreeing  to the
          interval; and

     (v)  Reference to this Agreement.

6.2  Harris  shall have the right to cancel any Order  without  liability in the
event Statmon does not deliver any Products within the then delivery time of the
Order  except  when  such a delay  is  caused  by a force  majeure  event  which
continues for less than 30 days.

               ARTICLE 7 - PRICES, INVOICES AND TERMS OF PAYMENT

7.1  Statmon  will  invoice  Harris all amounts due for  Products  and  Licensed
Materials upon shipment or in either event,  as soon as practical  thereafter in
accordance  with prices set forth in the then  applicable  Price Schedules or as
amended in  accordance  with the teens  hereof and of Articles 13 and 14 hereof.
Unless  otherwise  agreed in writing,  Harris may elect to pay all such invoiced
amounts,  less any disputed  amounts for receipt by Statmon 2% 10 days or within
(30) days of the invoice date.

            ARTICLE 8 - DELIVERY; INSPECTION AND TESTING; ACCEPTANCE

8.1  DELIVERY  OF  UNITS:  Statmon  shall  deliver  the  Products  to  Harris or
designated  End User at the address and  according  to the  respective  delivery
schedules specified in the Orders.

8.2  TESTING OF PRODUCTS  BY STATMON;  QUALITY  CONTROL:  Statmon  shall have no
obligation  to develop  any New  Products.  However,  should  Statmon  desire to
develop a New  Product  and seek to have it  included  within  the terms of this
Agreement,  the following  guidelines  shall govern the  development of such New
Product:  Statmon shall provide and maintain a quality  control,  inspection and
test system for all Products in  accordance  with the  Specifications  and, upon
Harris' request,  issue to Harris a certificate as to the compliance of Products
with applicable Specifications pursuant to each Product shipment.  Statmon shall
configure  and assemble all Products in  accordance  with the Orders.  Except as
specified in Section 8.3 Statmon shall not ship any Product to Harris until such
Product has satisfied the  Conformance  Testing.  Harris shall have the right to
inspect and witness Statmon's testing of the Products at Statmon's manufacturing
facility and Harris shall provide all  reasonable  facilities and assistance for
such  inspection  if at Harris'  request  the  testing is to be done at a Harris
facility.  In the event that Harris  witnesses the Conformance  Testing of a New
Product at  Statmon's  manufacturing  facility and  determines  that the Product


                                       6
<PAGE>


satisfies all requirements of the Conformance  Testing and otherwise conforms to
all applicable Specifications,  Harris will so notify Statmon. Statmon's quality
control procedures will include a mechanism by which Products may be traced back
to a particular lot.  Complete and accurate records relating to such tests shall
be maintained by Statmon at all times during the term of this  Agreement and for
a period of three (3) years  thereafter  and shall be made  available  to Harris
upon Harris request.

8.3  ACCEPTANCE OF NEW  PRODUCTS:  All New Products not accepted by Harris shall
be  subject  to  inspection  and  testing  by  Harris  in  accordance  with  the
Conformance  Testing  within  thirty  (30) days  after  Harris'  receipt of such
Products at the site of Harris  specified in the Order to  determine  conformity
with the Order and  Specifications.  Statmon shall have the right to witness all
such inspections and testing by Harris.

8.4  ACCEPTANCE OF PRODUCTS  (OTHER THAN NEW PRODUCTS):  If any Products  (other
than  New  Products)  delivered  do not  conform  to the  Accepted  Order or the
Specifications,  Harris  shall  have the right to reject  such  Products  within
thirty (30) days after  Harris'  receipt of such  Products at the site of Harris
specified in the Order.  Statmon shall bear the costs and  expenses,  including,
without limitation, storage, transportation,  shipping, recalling,  repackaging,
reshipping,   and  the  like  associated  with  repair  and/or   replacement  of
nonconforming Products or lots.

8.5  STATMON'S  OBLIGATIONS WITH RESPECT TO REJECTED PRODUCTS: In the event that
any Product is rejected by Harris following the Conformance  Testing  procedures
set forth in Sections 8.2, 8.3 and 8.4 due to failure of the Products to perform
in accordance with the  Specifications,  Statmon shall promptly inspect and test
such  Product at Harris'  facility  (or,  at the  election of either  party,  at
Statmon's  facility) in  accordance  with the  Conformance  Testing to determine
whether the Product conforms to all  Specifications  applicable to such Product.
Harris shall have the right to be present at all inspections and tests conducted
by  Statmon.  In  the  event  that a  rejected  Product  does  not  satisfy  the
Conformance Testing, Statmon shall, as soon as possible but no later than within
thirty (30) days after its receipt of Harris'  notice of  rejection  and without
expense  to Harris,  correct  defects in any  nonconforming  Product  or, at its
option,  replace the  nonconforming  Product so that such Product or replacement
Product  satisfies  the  Conformance  Testing..  If Statmon is unable to correct
defects in the  nonconforming  Product or replace the  Products  Statmon will so
notify Harris. Harris shall have the option to have Statmon provide a credit for
such Products.

8.6  In the event Statmon  promptly  inspects and tests a rejected  Product at a
Harris facility (or, at the election of either party, at Statmon's  facility) in
accordance  with the  Conformance  Testing and  satisfies all such test included
therein,  such  Product  shall be deemed to be accepted for all purposes of this
Agreement,  effective upon Harris' receipt of Statmon's written certification of
such test results or, if later,  upon the  subsequent  return of such Product to
Harris.

             ARTICLE 9 - REPRESENTATIONS, WARRANTIES AND CONVENANTS

9.1  Statmon  represents,  warrants  and  agrees  that:

     (a)  the execution and  performance  by Statmon of this  Agreement will not
          conflict  with or result in any violation of or constitute a breach or
          trigger a default under the agreement between Statmon and NBC or under
          any agreement or contract to which Statmon is a party.

     (b)  should  Statmon  become  unable to perform  its  material  obligations
          pursuant to this Agreement for any consecutive ninety (90) day period,
          after being  notified in writing of such default  notwithstanding  any
          non-competition  clause to the contrary,  Harris shall have a right to
          retain or hire the Key Personnel without any interference from Statmon
          and Statmon shall cooperate and support Harris in its endeavor.

     (c)  no other party except for NBC, and certain  lienholders  or holders of
          security  interests of Statmon  identified  herein,  have or will have
          rights to the Source  Code under any  escrow or other  agreement,  the
          effect of which would  compete or  interfere  with  Harris'  exclusive
          rights  pursuant  to this  Agreement.  With the  exception  of  escrow
          deposits, no third party has or ever had a copy of the Source Code.


                                       7
<PAGE>


     (d)  it shall not create, or allow any third party to create,  any security
          interest in the Licensed  Materials without notifying Harris first and
          requiring  that the party seeking the security  interest  enter into a
          security  interest  subordination  and subrogation  agreement based on
          substantially  the same terms and conditions as those contained in the
          Security Interest Subordination and Subrogation Agreement entered into
          by Statmon, Harris and the Holders on February 7, 2003

     (e)  it is the  sole and  exclusive  owner of the  Licensed  Materials  and
          related  intellectual  property  rights and has the right to grant the
          rights and licenses hereunder.

9.2  The   representations  and  warranties  made  by  Statmon  shall  be  fully
enforceable  at law or in equity against  Statmon and its respective  successors
and assigns.

                           ARTICLE 10- DOCUMENTATION

10.1 Statmon  shall  furnish  Harris  with an  electronic  master copy of source
documentation,  including but not limited to instruction and technical  manuals,
for use by Harris in  creating  product  information,  brochures,  and  manuals,
("Product   Information")   relating  to  the  Products  with  Hams'  logo.  The
instruction  manual and  related  software  will be Harris  branded by  Statmon.
Harris shall use such Product  Information  in sales  promotion  and training of
Harris personnel and customers only with respect to the Products purchased under
this  Agreement.  Harris shall have the right to use the Statmon name and/or any
Statmon trademark without Statmon's prior written consent.

10.2 For  Products  listed in Appendix A - Products,  Statmon  shall  provide to
Harris the following product documentation in electronic format:

Operations and Maintenance Manuals
Product pictures in the highest resolution possible
Application Guide
Brochures

Harris shall use such information in sales promotion, marketing activity and for
End Users only with respect to the Products  purchased  under this Agreement and
in accordance with the terms of this Agreement.

                ARTICLE 11- DISCONTINUED AVAILABILITY/SPARE PARTS

11.1 Statmon  shall not  discontinue  making any  Products  available  to Harris
without  providing  Harris with at least 180 days prior  written  notice of such
discontinuance and an opportunity to purchase such quantities of the Products as
Harris estimates it may need to support the Products sold to Harris' End Users.

11.2 Statmon  shall keep in stock a supply of at least twenty (20)  Hardware and
software  components and shall replace any discontinued part with one that meets
or exceeds the performance specifications of the discontinued or non-functioning
part to make the system operational.

                          ARTICLE 12 - EXPORT CONTROL

     The  parties  acknowledge  that  any  Products,   Software,  and  technical
information  (including,  but not limited to,  services and  training)  provided
under this Agreement are subject to U.S. export laws and regulations and any use
or  transfer of such  Products,  Software,  and  technical  information  must be
authorized  under  those  regulations.  Harris  agrees  that  it will  not  use,
distribute,   transfer,  or  transmit  the  Products,   Software,  or  technical
information (even if incorporated into other products) except in compliance with
U.S. export regulations.


                                       8
<PAGE>


                        ARTICLE 13 - SALES OR USE TAXES

     Harris shall provide Statmon with a valid tax exempt certificate,  in which
case Harris shall not be liable for all sales taxes and related charges exempted
under  such  certificate,  however  designated,  imposed  upon or based upon the
provision,  sale, license or use of Products, and Licensed Materials levied upon
the sale.

                    ARTICLE 14 - TRANSPORTATION AND PACKING

     Statmon  will arrange for prepaid  transportation  (from a list of carriers
pre-approved  by Harris) to  destinations  in the  contiguous  United States and
invoice  transportation  charges  to  Harris,  which  Harris  agrees  to  pay in
accordance with Article 7. Premium  transportation  will be used only at Harris'
request.  Statmon  shall pack  Products  for delivery in the  contiguous  United
States, in accordance with its standard practices for domestic shipments. Where,
in order to meet  Harris'  requests,  Statmon  packs  Products in other than its
normal manner or for destinations outside the contiguous United States,  Statmon
may bill Harris for the additional charges for such packing and transportation.

                      ARTICLE 15 - TITLE AND RISK OF LOSS

     Risk of loss to Products and Licensed  Materials  shall pass to Harris upon
delivery to a common carrier,  Harris or its designated  carrier or agent. Title
to the Products  shall pass to Harris upon  delivery to Harris,  or if Harris so
instructs,  to  Harris'  End User in  accordance  with the  Order.  Title to all
Licensed Materials (whether or not part of firmware)  furnished by Statmon,  and
all copies thereof made by Harris,  including  translations,  compilations,  and
partial  copies are,  and shall at all times  remain,  the  property of Statmon.
Harris  shall  notify  Statmon  promptly of any claim with respect to loss which
occurs  while  Statmon  has the  risk of  loss  and  shall  cooperate  in  every
reasonable way to facilitate  the settlement of any claim.  For purposes of this
clause,  "delivery" shall mean the point at which Statmon or Statmon's  supplier
or agent turns over possession of the Product or Licensed  Materials to a common
carrier, Harris, Harris' End User, Harris' employee, Harris' designated carrier,
Harris'  warehouse,  or  other  Harris  agent  and  not  necessarily  the  final
destination shown on the Order.

                 ARTICLE 16 - PRODUCT CHANGES AND DEVELOPMENTS

16.1 Statmon may modify the Product  drawings and  Specifications  or substitute
products  of  later  design.  Statmon  guarantees  that  such  modifications  or
substitutions  will not impact  upon form,  fit, or  function  under  normal and
proper  use of the  ordered  Product as  provided  in the  Specifications.  With
respect to changes,  modifications,  and substitutions  that do impact the form,
fit, or function of the Products,  Statmon shall notify Harris in writing thirty
(30) days prior to the date the changes become effective and Harris shall notify
Statmon of any objections  thereto  before the effective date of the change;  if
Harris fails to notify Statmon of any such objections, Harris shall be deemed to
have  consented to such change.  Statmon shall inform Harris on a periodic basis
of any planned changes to the form, fit, or function of Products.

16.2 All  inventions   (whether   patentable  or  unpatentable),   improvements,
discoveries and creations (including computer programs and custom interfaces for
Harris branded  products,) and all intellectual  property rights therein,  which
are  conceived or first  reduced to practice  jointly by Harris and Statmon,  or
solely by Harris, in performance of this Agreement and intended for use with the
Exclusive Products, or with other Harris branded products, shall be owned solely
by Harris, and with respect to such joint efforts, Statmon shall, without charge
to Harris, but at Harris' expense,  execute and deliver applications for patents
and copyright  registrations on such inventions,  improvements,  discoveries and
creations,  together  with  assignment  to Harris of Statmon's  entire  interest
therein,  and shall give to Harris reasonable  assistance as may be requested in


                                       9
<PAGE>


securing,  enforcing and  protecting  such  applications,  patents,  unpublished
copyrights and copyright registrations.  Notwithstanding the foregoing, with the
exception of the licenses granted herein, neither the foregoing language nor any
other  provision  of this  Agreement  shall be  interpreted  to grant Harris any
right,  title or interest  of any kind in any  Software  developed  and owned by
Statmon, nor any subpart or derivative hereof including, but not limited to, any
enhancement,  upgrade, modification,  extension or improvement to such Software.
Any idea, regardless of how expressed,  suggested by any party, including Harris
and/or any End User of the Software, which is subsequently incorporated into the
Software  by Statmon  shall be deemed to have become  part of the  Software  and
therefore remains the sole property of Statmon.

16.3 With  regard  to  all  other  inventions,  improvements,   discoveries  and
creations,  and all intellectual property rights therein, which are conceived or
first  reduced to practice  jointly by Harris and Statmon,  the parties agree to
negotiate  in good  faith  their  respect  rights,  taking  into  account  their
respective inventive contributions and markets of interest.

                              ARTICLE 17 - LICENSE

17.1 Upon delivery of Licensed  Materials  pursuant to this  Agreement,  Statmon
grants to Harris a perpetual,  personal,  nontransferable,  (except as specified
herein),  and nonexclusive license to Use the Licensed Materials on an exclusive
use  Designated   Processor  for  its  own  business  operations  and  to  grant
sublicenses  as provided  below  commencing  in Section  17.3.  Harris shall not
reverse engineer,  decompile or disassemble Software furnished as object code to
generate  corresponding  Source  Code.  Unless  otherwise  agreed in  writing by
Statmon,  Harris  shall not modify  Software  furnished  by  Statmon  under this
Agreement  except as  provided in  Statmon's  documentation.  If the  Designated
Processor becomes  temporarily  inoperative,  Harris shall have the right to use
the Licensed  Materials  temporarily on a backup processor until operable status
is restored and processing on the backup processor is completed, Harris may make
up to two (2)  archival  copies of the  Software  for use as backup  for  failed
Software,

17.2 All  Licensed  Materials  (whether or not part of  firmware)  furnished  by
Statmon,  and  all  copies  thereof  made  by  Harris,  including  translations,
compilations and partial copies, are and shall remain the property of Statmon.

17.3 Notwithstanding  the provisions of this article,  in  consideration  of the
fees to be paid hereunder,  Harris may sub-license the Use of Licensed Materials
with finished Products on behalf of Statmon to End Users, but only in connection
with the sale or lease to such End User of the finished  products  incorporating
Products  purchased under this Agreement for which such Licensed  Materials were
furnished  in  connection  with  such  Products.   Such  sub-license   shall  be
administered  electronically  by Statmon for  electronic  acceptance by each End
User the first time the Licensed  Materials are used and shall  incorporate  the
terms and  conditions  set  forth in  Appendix  F,  Statmon's  End User  License
Agreement.  Upon request by Harris, Statmon agrees to provide Harris with copies
of all such  sub-licenses  for the sole purpose of verifying  acceptance  of the
required terms and conditions.  The terms of such sub-licenses shall survive any
termination of rights under this Agreement,  including termination under Section
17.4.

17.4 Statmon may cancel any license  granted  under this article if Harris fails
to  materially  comply  with the terms and  conditions  of such  License or this
Agreement and this Agreement is terminated.  Statmon may cancel any  sub-license
to an End User of Harris who fails to  materially  comply with the terms of such
sublicenee.  If a license or sub-license is canceled,  or if Licensed  Materials
are no longer needed,  the corresponding  copies of Licensed  Materials shall be
returned  to  Statmon,  or Statmon  shall be  assured,  in  a format  reasonably
required by Statmon,  that all copies of Licensed  Materials have been destroyed
and software has been erased from all media;  provided however,  that Harris may
retain  copies of the  Licensed  Materials  reasonably  required  to fulfill its
warranty and maintenance  obligations to its  non-breaching  sublicensees.  This
paragraph shall not affect (1) the proper sub-license of Licensed Materials made
before Harris' license is canceled,  or (2) Harris' license  hereunder if an End
User fails to comply with a sublicense,  provided,  in either  event,  that such
sub-licenses fully comply and comport with this article.


                                       10
<PAGE>


                            ARTICLE 18 - WARRANTIES

18.1 PRODUCT WARRANTIES:  To the extent and subject to the terns of the warranty
given by the original  manufacturer  of the remote  terminal  units,  Videoquip,
Statmon  warrants to Harris that the Hardware  components  of any Products  will
conform  to all  applicable  Specifications,  and  will  be  free  from  defects
(including  latent  defects)  in design  (except to the extent that a Product is
manufactured  according  to  Harris's  design  specifications),   material,  and
workmanship  for a period of (a) twelve (12) months from the date of delivery by
Harris of a Product to an End User.

18.2 SOFTWARE  WARRANTIES;  Statmon warrants to Harris that the Software will be
free from defects which materially affect the performance of the Software or the
related  Products and will operate in accordance with the  Specifications  for a
period of twelve  (12) months from the date of delivery by Harris of Software to
an End User.  In addition the media in which the  Software is provided  shall be
free from  defects in  materials  and  workmanship  for a period of twelve  (12)
months from the date of delivery by Harris of the media to an End User.

18.3 OTHER WARRANTIES: Statmon warrants to Harris only that any and all services
to be performed by Statmon hereunder  including,  without limitation,  technical
support and  training,  will be performed  by Statmon in a good and  workmanlike
manner.  If any Products or Software  furnished  by Statmon  contain one or more
third party manufacturer's warranties, Statmon hereby assigns such warranties to
Harris,  to the extent such  warranties are  assignable.  Except as disclosed in
Article 9.1(c) and the Security Interest Subordination and Subrogation Agreement
entered into by Statmon,  Harris and the Holders concurrently herewith,  Statmon
warrants that at the time of delivery to Harris, all Products and Software shall
be free of any  security  interest  or any other  lien or any other  encumbrance
whatsoever.   Furthermore,  Statmon  warrants  that  it  is  the  owner  of  all
intellectual  property  rights relating to the Products and Software and that it
has the rights to grant the licenses contained herein.

18.4 REPAIR/REPLACE:  Statmon shall repair or replace defective or nonconforming
Products or Software under  warranty or, at its option,  replace the Products or
Software  under  warranty with Products and Software that are conforming and not
defective.  If  Statmon  is  unable  to so repair or  replace  the  Products  or
Software, Statmon will notify Harris. Hams shall have the option to have Statmon
provide a credit or, as  otherwise  requested  by Harris,  a refund equal to the
price of the Product  and, if installed  by Statmon,  the original  installation
charges which were charged to Harris.

18.5 RETURN OF PRODUCTS AND SOFTWARE: Defective or  non-conforming  Products and
Software under  warranty will be returned to Statmon for repair or  replacement,
at  Statmon's  cost,  with risk of loss and damage in transit  borne by Statmon.
Unless  otherwise  agreed  upon by Statmon and Harris,  Statmon  shall  complete
repairs and ship the repaired Products and/or Software,  or replacement Products
and/or  Software  within  fifteen  (15)  days  after  Statmon's  receipt  of the
defective or non-conforming Products and/or Software.  Notwithstanding the above
provision of this Section  18.5,  if a Product or Software is  determined  to be
defective  within  thirty (30) days use by an  End-User of Product or  Software,
Statmon  agrees to replace or repair the  defective  Product or Software  within
five (5) business days. In addition, if a Harris field engineer is on site for a
field  installation  or repair under warranty,  if requested by Harris,  Statmon
agrees to use its best efforts to expedite a replacement  on the same day to the
End-User  site.  Statmon shall bear the risk of loss and damage  in-transit  and
shall prepay and bear the cost of freight for shipments to the owner of repaired
or replaced Products and Software.

If Products or Software  returned to Statmon for any repair or  replacement  are
not defective or  nonconforming,  and,  Statmon did not require or recommend the
return,  Harris  shall pay  Statmon  for any  handling,  inspection,  repairs or
transportation provided by Statmon at Statmon's then prevailing rates.


                                       11
<PAGE>


During the warranty period,  all replacements of defective Products shall be new
Products and not refurbished Products,

18.6 WARRANTY ON REPAIRED OR REPLACEMENT  PRODUCTS AND SOFTWARE:  Any Product or
Software  under  warranty  which is repaired  or  replaced  by Statmon  shall be
warranted as provided in this  Article  for:  (a) the  remainder of the original
warranty  period;  or (b)  ninety  (90) days  after the  applicable  Product  or
Software  is  returned to Harris,  whichever  is later  (based upon the date the
repair or replacement is completed and accepted by Harris).

18.7 REPAIR INFORMATION: Products or Software repaired by Statmon shall have the
repair  completion date stenciled or otherwise  identified in a permanent manner
at a readily visible location on the Products and the repaired Products shall be
returned with a tag or other papers describing the repairs which have been made.

         ARTICLE 19 - REPAIRS OR REPLACEMENT NOT COVERED UNDER WARRANTY

19.1 REPAIRS:  In addition to "in warranty"  repairs,  Statmon agrees to provide
repair or replacement  service for all Products and Software  ordered during the
Term for a period of two (2) years after such  Products  or  Software  have been
discontinued by Statmon,  pursuant to notice by Statmon of such  discontinuance.
Statmon agrees to provide such warranty  repairs or replacement  (other than "in
warranty"  repairs or  replacement)  at the repair or  replacement  charges then
generally  charged  by Statmon  for such  repairs  or  replacements  or, if such
repairs or  replacements  are not then being  performed by Statmon at reasonable
rates.

19.2 REPAIR OR REPLACEMENT: Defective Products or Software, out-of-warranty, may
be  returned to Statmon  for repair or  replacement.  If any Product or Software
returned  to Statmon  for repair is  reasonably  determined  to be  irreparable,
Statmon shall  promptly  notify Harris.  Statmon shall then, at Harris'  option,
sell to Harris a replacement  Product or Software,  if available,  at the prices
set forth pursuant to this  Agreement or, if this Agreement is then  terminated,
at the then current price for such Product.  During the Term of this  Agreement,
Statmon shall continue to provide  replacement  Products  and/or  Software for a
period of two (2) years after such Products or Software has been discontinued by
Statmon.

19.3 COMPLETION  OF REPAIRS  SHIPMENT OF  REPLACEMENT:  Statmon  shall  complete
repairs and ship the repaired or replaced  Product or Software or, as authorized
by Harris in an  equipment  repair or  replacement  order  replacement  Product,
within thirty (30) days of Statmon's receipt of the defective  Product.  Statmon
shall bear the risk of loss or damage  during  transit of the  Product and shall
prepay and bear the cost of  transportation  charges for  shipment to Statmon of
the Product or Software to be repaired or replaced.  For return  shipments  from
Statmon to Harris,  Statmon shall bear the risk of loss or damage during transit
and  Statmon  shall  prepay  and  bear the cost of  transportation  charges  for
shipment of the Product or Software that has been repaired or replaced.

19.4 WARRANTY:  Any  Product or Software  repaired or replaced  pursuant to this
Article  (i.e.,  out of  warranty),  shall be  warranted  for a ninety  (90) day
warranty period.

19.5 NO EXCLUSIVE PRIVILEGE: This Agreement does not grant Statmon any exclusive
privilege  to repair any or all  Products or Software  delivered to Harris under
this  Agreement  and Statmon  acknowledges  that Hams may perform any repairs or
contract with others for repairs.

19.6 REPAIR  INFORMATION:  Products and Software  repaired by Statmon shall have
the repair  competition  date  stenciled or otherwise  identified in a permanent
manner at a readily visible  location on the Products and the repaired  Products
or Software shall be returned with a tag or other papers  describing the repairs
which have been made.


                                       12
<PAGE>


                          ARTICLE 20 - INDEMNIFICATION

20.1 Statmon will  indemnify and save  harmless  Harris from any loss or damages
(including reasonable attorneys' fees and legal costs) awarded against Harris by
final judgment (or by settlement approved by Statmon) because of claims,  suits,
or demands of third parties for personal injury or tangible  property damage (as
limited  below) to the extent  such loss or damage is caused by or results  from
the negligent  acts or omissions of Statmon or its employees or agents  provided
1) Hams  promptly  notifies  Statmon in writing of any suits,  claims or demands
against Harris for which Statmon is responsible  under this  indemnity,  2) Hams
gives Statmon full  opportunity  and authority to assume the sole defense of and
settle  such  suits  and 3) Harris  furnishes  to  Statmon,  upon  request,  all
information  and reasonable  assistance  available to Harris for defense against
any such  suit,  claim or demand.  Statmon's  liability  under  this  indemnity,
however,  shall  in no  event  exceed  $250,000  for  any one  occurrence.  This
indemnity is in lieu of all other obligations of Statmon, express or implied, in
law or in equity,  to indemnify  Harris (except pursuant to the Article entitled
"INFRINGEMENT").

20.2 Harris will  indemnify and save  harmless  Statmon from any loss or damages
(including reasonable attorneys' fees) awarded against Statmon by final judgment
(or by settlement  approved by Harris)  because of claims,  suits, or demands of
third parties for personal injury or tangible property damage (as limited below)
to the  extent  such loss or damage is caused by or results  from the  negligent
acts or  omissions  of Harris or its  employees  or agents  provided  1) Statmon
promptly  notifies  Harris in writing of any  suits,  claims or demands  against
Statmon for which Harris is responsible  under this indemnity,  2) Statmon gives
Harris full  opportunity  and authority to assume the sole defense of and settle
such suits and 3) Statmon  furnishes to Harris upon request all  information and
reasonable  assistance  available to Statmon for defense  against any such suit,
claim or demand.  Harris' liability under this indemnity,  however,  shall in no
event exceed $250,000 for any one  occurrence.  This indemnity is in lieu of all
other  obligations  of Harris,  express  or  implied,  in law or in  equity,  to
indemnify Statmon (except pursuant to the Article entitled "INFRINGEMENT").

                           ARTICLE 21 - INFRINGEMENT

21.1 In the event of any  claim,  action,  proceeding  or suit by a third  party
against  Harris  or any  End  User  alleging  an  infringement  of  any  patent,
copyright,  or  trademark,  or a violation  of any trade  secret or  proprietary
rights by reason of Harris'  sale or  End-User's  use,  in  accordance  with the
Specifications,  of any Product,  Licensed  Material or other item  furnished by
Statmon to Harris under this Agreement, Statmon, at its expense, will defend and
hold harmless  Harris and/or any  End-User,  as the case may be,  subject to the
conditions and exceptions  stated below.  Statmon will reimburse  Harris and any
End-User for any cost,  expense and attorney's fees,  reasonably  incurred,  and
will  indemnify  Harris  against any liability  assessed  against  Harris and/or
End-User by final judgment (or by settlement  approved by Statmon) on account of
such infringement or violation arising out of such use.

21.2 If Harris' or an End-User's  use shall be enjoined or in Statmon's  opinion
is likely to be enjoined, Statmon will, at its expense and at its option, either
(a) replace the affected  Product,  Licensed  Material,  or other item furnished
pursuant to this  Agreement with a suitable  substitute of equivalent  form, fit
and function free of any  infringement  or  violation,  (b) modify it so that it
will be free of the  infringement  or violation and of equivalent  form, fit and
function,  or (c) procure for Harris a license or other right to use it. If none
of the foregoing options is not achieved after commercially  reasonable efforts,
Statmon will remove the enjoined Product,  Licensed Material,  or other item and
refund to Harris any amounts paid to Statmon.


                                       13
<PAGE>


21.3 Harris or End-User (as the case may be) shall give Statmon  prompt  written
notice of all such claims,  actions,  proceedings or suits alleging infringement
or  violation  and  Statmon  shall have full and  complete  authority  and shall
assume, at Statmon's expense,  the sole defense thereof,  including appeals, and
to  settle  same.  Harris or  End-User  shall,  upon  Statmon's  request  and at
Statmon's expense,  furnish all information and reasonable  assistance available
to Harris or End-User and cooperate in every  reasonable  way to facilitate  the
defense and/or settlement of any such claim, action, proceeding or suit.

21.4 No undertaking of Statmon under this Article 21 - Infringement shall extend
to any such alleged  infringement or violation to the extent that it: (a) arises
from adherence to design  modifications,  specifications,  drawings,  or written
instructions  which  Statmon is directed  by Harris to follow,  but only if such
alleged  infringement or violation does not reside in  corresponding  commercial
Product or Licensed  Material of Statmon's  design or  selection;  or (b) arises
from adherence to instructions to apply Harris's trademark, trade name, or other
company  identification;  or (c) resides in a Product or Licensed Material which
is not of  Statmon's  origin and which is furnished by Harris to Statmon for use
under this Agreement; or (d) arises from use of Products,  Licensed Materials or
other items provided by Statmon in combinations  with other  Products,  Licensed
Materials  or  other  items,  furnished  either  by  Statmon  or  others,  which
combination was not installed,  recommended,  intended or otherwise  approved by
Statmon. In the foregoing cases numbered (a) through (d), Harris will defend and
save Statmon  harmless,  subject to the same terms and conditions and exceptions
stated above with respect to Statmon's rights and obligations under this clause.

21.5 THE  LIABILITY  OF STATMON AND HARRIS  WITH  RESPECT TO ANY AND ALL CLAIMS,
ACTIONS,  PROCEEDINGS,  OR SUITS  BY  THIRD  PARTIES  ALLEGING  INFRINGEMENT  OF
PATENTS,  TRADEMARKS, OR COPYRIGHTS OR VIOLATION OF TRADE SECRETS OR PROPRIETARY
RIGHTS BECAUSE OF, OR IN CONNECTION  WITH, ANY ITEMS FURNISHED  PURSUANT TO THIS
AGREEMENT  SHALL BE  LIMITED  TO THE  SPECIFIC  UNDERTAKINGS  CONTAINED  IN THIS
ARTICLE.

                   ARTICLE 22 - TRADEMARKS AND OTHER INDICIA

22.1 The exterior of all Exclusive Products to be provided by Statmon under this
Agreement, together with the related documentation, manuals and software screens
shall be  privately  labeled,  with the trade name and/or trade dress of Statmon
and Harris,  respectively,  in  accordance  with Appendix B. Harris will provide
Statmon with written instructions and Harris will bear all costs associated with
applying Harris' trademarks and logo to Exclusive  Products.  With the exception
of the  labeling  activity  described  herein and as set forth in Section  22.3,
Statmon  shall  have no right or  license  to use any  Harris  trademark,  logo,
derivatives or variants thereof.

22.2 Unless Harris specifically requests labeling in accordance with Appendix B,
the exterior of all Non-exclusive  Products to be provided by Statmon under this
Agreement  shall be  provided  with  Statmon's  trade name  and/or  trade  dress
("Statmon  Marks")  pursuant to the provisions of this Article  whereby  Statmon
expressly  authorizes  Harris to use Statmon Marks (as  hereinafter  defined) in
connection  with the  marketing,  sale,  or  license  by Harris of  Products  or
Licensed  Materials in accordance with the terms of this Agreement.  All uses of
Statmon Marks by Harris shall be subject to  prepublication or preuse review and
approval by Statmon  which will not be  unreasonably  withheld  or  delayed.  If
Statmon grants Harris  permission to use its Statmon Marks in Harris'  marketing
and advertising of, and in Harris'  publicity  relating to Products and Licensed
Materials,  such use shall conform to Statmon's written standards and guidelines
relating  thereto,  which may be revised by Statmon from time to time.  Such use
shall  inure to the benefit of Statmon and shall not invest in Harris any rights
in or to the Statmon Marks.  If at any time, in Statmon's  judgment,  any use of
Statmon Marks by Harris is deemed  detrimental to the Statmon Marks or Statmon's
reputation,  or is deemed otherwise  undesirable,  Statmon may, upon thirty (30)
days prior written notice to Harris,  withdraw such permission without liability
as a result thereof  unless within such notice period Statmon  determines in its
sole  discretion  that  Harris  has  modified  the use of the  Statmon  Marks to


                                       14
<PAGE>


Statmon's  satisfaction.  Harris  shall not  conduct  business  under any of the
Statmon  Marks or  derivatives  or  variations  thereof,  and  Harris  shall not
directly or indirectly  hold itself out as having any relation to Statmon or its
affiliates other than as approved by Statmon as set forth herein.

22.3 Harris  expressly  authorizes  Statmon to use Harris Marks (as  hereinafter
defined) in connection with website marketing and other  advertising  literature
and marketing pieces in accordance with the terms of this Agreement. All uses of
Harris Marks by Statmon shall be subject to prepublication or pre-use review and
approval by Harris which will not be unreasonably withheld or delayed. If Harris
grants  Statmon  permission  to use  Harris  Marks in  Statmon's  marketing  and
advertising  of, and in  Statmon's  publicity  relating to Products and Licensed
Materials,  such use shall conform to Harris'  written  standards and guidelines
relating  thereto,  which may be revised by Harris  from time to time.  Such use
shall  insure to the sole  benefit of Harris and shall not invest in Statmon any
rights in or to the Harris Marks. If at any time, in Harris'  judgment,  any use
of Harris Marks by Statmon is deemed  detrimental to the Harris Marks or Harris'
reputation, or is deemed otherwise undesirable, Harris may upon thirty (30) days
prior written notice to Statmon, withdraw such permission without liability as a
result  thereof  unless within such notice period Harris  determines in its sole
discretion  that  Statmon has  modified  the use of the Harris  Marks to Harris'
satisfaction.  Statmon shall not conduct  business under any of the Harris Marks
or  derivatives  or  variations  thereof,  and  Statmon  shall not  directly  or
indirectly  hold itself out as having any  relation to Harris or its  affiliates
other than as approved by Harris as set forth herein.

                        ARTICLE 23 - USE OF INFORMATION

23.1 All other technical and business information in whatever form which bears a
legend or notice  restricting its use,  copying or  dissemination  or, if not in
tangible form, is described as being  proprietary or confidential at the time of
disclosure and is subsequently  summarized in writing so marked and delivered to
the receiving party within thirty (30) days of disclosure to the receiving party
(all  hereinafter  designated  "Information")  shall  remain the property of the
furnishing party. All Software shall be deemed to be confidential or proprietary
regardless of how labeled and use thereof shall be in accordance with Article 17
.. The  furnishing  party  grants  the  receiving  party  the  right  to use such
Information  only as follows:  Such  Information  (a) shall not be reproduced or
copied, in whole or part, except as authorized in this Agreement; and (b) shall,
together with any full or partial copies thereof,  be returned or destroyed when
no longer  needed.  Statmon  shall use such  Information  from Harris solely for
performance under this Agreement. Harris shall use such Information from Statmon
only (a) to order, (b) to evaluate Statmon's Products,  Licensed  Materials,  or
other items, or (c) to install,  operate,  and maintain the particular Products,
Licensed Materials, or other items for which it was originally furnished. Unless
the furnishing  party  consents in writing,  such  Information  shall be held in
confidence by the receiving  party,  except for that part, if any,  which a) was
known to the receiving  party at the time it was  submitted,  b) is, or becomes,
publicly known through no wrongful act of the receiving party, c) is received by
the receiving party from a third party without similar  restrictions and without
breach of this  Agreement  or other  applicable  agreements,  d) is approved for
release by written  authorization  of the disclosing  party, e) is independently
developed by the receiving  party without the use of the  Information  disclosed
hereunder,  f) is furnished by the  disclosing  party to a third party without a
similar  restriction  on the third  party's  rights  of g) except to the  extent
disclosure may be required by applicable  laws or  regulations,  in which latter
case, the party required to make such disclosure shall promptly inform the other
prior to such  disclosure in sufficient  time to enable such other party to make
known any objections it may have to such disclosure (the disclosing  party shall
take all reasonable  steps to secure a protective order or otherwise assure that
such Information  will be withheld from the public record).  The receiving party
may disclose such Information o other persons, upon the furnishing party's prior
written  authorization,  but solely to enable such third  party to perform  acts
which this clause expressly authorizes the receiving party to perform itself and
further  provided  such other person  agrees in writing (a copy of which writing
will be provided to the furnishing  party at its request) to the same conditions
respecting  use of  Information  contained  in  this  clause  and  to any  other
reasonable  conditions  requested by the furnishing  party.  The obligations and
restrictions  placed upon the  receiving  party under this section  shall expire
five (5) years after the Effective Date.


                                       15
<PAGE>


23.2 Each  Party  agrees to  execute  and be bound by the  terms and  conditions
contained  in the  Confidentiality  Agreement  attached  hereto  as  Exhibit  G.
Furthermore,  each Party agrees: (a) to obtain,  from any individual not subject
to confidentially obligations at least as restrictive as in Section 23.1 who are
in need to know of, and receive,  any part of the  Information,  a commitment of
confidentiality  and restrictive use in the form attached hereto as Appendix G -
Confidentiality Agreement; (b) to enforce by all means such commitments,  and to
assist actively  furnishing  party in the protection of the Information  against
any wrongful act or  negligence  by third  parties and (c) to abide by the terms
and conditions of the  Confidentiality  Agreement  attached  hereto as Exhibit G
which is incorporated by reference hereunto and made a part of this Agreement.

                            ARTICLE 24 - TERMINATION

24.1 TERMINATION UPON CERTAIN EVENTS: Either party may terminate this Agreement,
effective  immediately,  without  liability for such  termination,  upon written
notice to the other party, if any of the following events occur:

     (a)  The other party files a voluntary petition in bankruptcy

     (b)  The other party is adjudged bankrupt;

     (c)  A court assumes  jurisdiction of the assets of the other party under a
          federal reorganization act;

     (d)  A trustee or receiver is appointed by a court for all or a substantial
          portion of the assets of the other party;

     (e)  The other party becomes insolvent or suspends its business; or

     (f)  The other party makes an  assignment  of its assets for the benefit of
          its creditors except as required in the ordinary course of business

24.2 TERMINATION UPON MATERIAL BREACH: Either party may terminate this Agreement
upon  written  notice  to the  other  party  if the  non-terminating  party  has
committed a material  breach of its  obligations  under this  Agreement  and has
failed to cure such  breach  within  thirty  (30) days from  receipt  of written
notice of such breach.  Such  termination  shall be  effective  thirty (30) days
after written notice by the terminating party unless the  non-terminating  party
has cured such breach.

24.3 TERMINATION  BY  HARRIS:  After  June 30,  2003 or after  the time the firm
commitment  for the  118  units,  as  described  in  Appendix  D,  is  exhausted
(whichever is earlier),  Harris may terminate this Agreement  without cause upon
written 90 days notice to Statmon.

24.4 EFFECT  OF  TERMINATION:   Upon  the  termination  or  expiration  of  this
Agreement,  Statmon  shall  continue to fill any Orders placed by Harris and all
outstanding Harris  quotation(s) to End User(s) for a period of ninety (90) days
from the date of termination or expiration.

                        ARTICLE 25 - AGREEMENT EXTENSION

After the initial Term of this Agreement and other subsequent  expirations;  and
if this Agreement has not been terminated pursuant to Article 24, this Agreement
will  automatically  renew  for two (2)  year  extensions  unless  either  party
provides  written  notice of its intention not to renew this  Agreement at least
six (6) months prior to the end of the then effective Term.


                                       16
<PAGE>


                      ARTICLE 26 - LIMITATION OF LIABILITY


26.1 NOTWITHSTANDING  ANY OTHER  PROVISION OF THIS AGREEMENT  STATMON AND HARRIS
AND THEIR  AFFILIATES AND THEIR EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY
INCIDENTAL,  INDIRECT,  SPECIAL,  RELIANCE,  OR  CONSEQUENTIAL  DAMAGE  OR  LOST
PROFITS,  REVENUES  OR  SAVINGS  ARISING  OUT OF THIS  AGREEMENT,  OR THE USE OR
PERFORMANCE  OF ANY  PRODUCT,  LICENSED  MATERIALS,  OTHER  ITEMS,  OR SERVICES,
WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT,  TORT,  INCLUDING
NEGLIGENCE AND NEGLIGENCE  INDEMNITY,  OR STRICT  LIABILITY.  THIS SECTION SHALL
SURVIVE  FAILURE OF AN  EXCLUSIVE  OR LIMITED  REMEDY.  IN NO EVENT WILL  EITHER
PARTY'S  LIABILITY TO EACH OTHER FOR DIRECT  DAMAGES  EXCEED THE AGGREGATE  SALE
PRICE OF THE PRODUCTS DELIVERED HEREUNDER.

                            ARTICLE 27 - ASSIGNMENT

     Except as  provided  in this  Article,  neither  party  shall  assign  this
Agreement or any right or interest under this  Agreement,  nor delegate any work
or obligation to be performed under this Agreement,  (an  "Assignment")  without
the other party's prior written consent.  Notwithstanding the foregoing, nothing
herein shall preclude an Assignment by either party to an Affiliate  without the
consent of the other  party  provided in each case,  however,  that a) the party
seeking an Assignment is not in material breach or default of this Agreement and
b) any  Assignment  shall not include an Assignment by either party to any party
or entity who 1) in the  reasonable  opinion  of the  non-assigning  party,  has
insufficient credit limits, 2) is a manufacturer of telecommunications  products
or  services  in  competition  with  Harris,  or 3) is a party to a contract  or
agreement with Harris whereby Hams has agreed to supply the Products or Licensed
Materials available for procurement by Hams under this Agreement.  Assignment of
this Agreement  shall not relieve the assigning  party of any of its obligations
hereunder unless otherwise agreed to in writing by the nonassigning party.

                           ARTICLE 28 - FORCE MAJEURE

     Neither  party  shall  be held  responsible  for any  delay or  failure  in
performance of any part of this Agreement to the extent such delay or failure is
caused by fire, flood, earthquake,  explosion, war, terrorism,  strike, embargo,
governmental  action  or  failure  to act,  the  act of any  civil  or  military
authority,  act of God, or by any other causes beyond its control whether or not
similar to the foregoing.

                             ARTICLE 29 - NONWAIVER

     No course of dealing or failure of either  party to  strictly  enforce  any
term,  right or condition of this Agreement shall be construed as a modification
or waiver of such term, right or condition. No waiver of breach of any provision
of this Agreement shall be construed to be a waiver of any subsequent  breach of
the same or other provision.

                           ARTICLE 30 -RELEASES VOID

     Neither party shall require waivers or releases of any personal rights from
representatives  of the other party in  connection  with visits to its premises,
and both parties agree that no such releases or waivers shall be pleaded by them
or by third persons in any action or proceeding.

                           ARTICLE 31 - SEVERABILITY

     If  any   provision  or  part  hereof  shall  be  held  to  be  invalid  or
unenforceable for any reason,  then the meaning of such provision or part hereof
shall be construed so as to render it enforceable to the extent feasible.  If no
feasible  interpretation  would save such provision or part hereof,  it shall be
severed,  herefrom,  but  without in any way  affecting  the  remainder  of such
provision or any other provision  contained herein,  all of which shall continue
in full force and effect unless such severance effects such a material change as
to render the Agreement unreasonable.


                                       17
<PAGE>


                           ARTICLE 32 - CHOICE OF LAW

     The construction and  interpretation  of, and the rights and obligations of
the  parties  pursuant to this  Agreement,  shall be governed by the laws of the
State of California,  without regard to its conflict of laws provisions.

                             ARTICLE 33 - NO AGENCY

     Neither  Harris nor Statmon shall be considered  the agent of the other for
any purpose or authorized to bind the other in anyway. The relationship  between
Harris and Statmon is that of Buyer and Seller.  Neither  party is authorized to
incur any expenses,  chargeable  to the other or represent  itself as having any
relationship  with the  other  party  except as  specifically  set forth in this
Agreement.

                             ARTICLE 34 - HEADINGS

     The article and paragraph  headings  contained  herein are for  convenience
only and are not  intended  to affect  the  meaning  or  interpretation  of this
Agreement.

                              ARTICLE 35 - NOTICES

     Any notice,  demand or other communication  (other than an Order) required,
or which may be given, under this Agreement shall, unless specifically otherwise
provided in this  Agreement,  be in writing  and shall be given or made  through
nationally  recognized  overnight  courier  service,   confirmed  facsimile,  or
certified  mail,  return  receipt  requested  and  shall  be  addressed  to  the
respective parties as follows:

a) To Harris:

     Harris Corporation, Broadcast Division
     4393 Digital Way
     Mason, Ohio 45040
     Attn: Mr. John Delay
     Director DTV Products

b) To Statmon:

     Statmon Technologies Corp.
     345 N. Maple Drive, Suite 120
     Beverly Hills, CA 90210
     Attention: Geoffrey P. Talbot, President

     Either  party may change its address for  receiving  notices  upon  written
notice to the other party.  Written electronic notices transmitted to an address
designated for such purpose by the intended  receiving  party shall be effective
when  received  and may be  deemed  received  not later  than the day  following
transmittal.

                ARTICLE 36 - SURVIVAL OF RIGHTS AND OBLIGATIONS

     The rights and obligations of both parties hereunder, which by their nature
would continue beyond the termination,  cancellation or expiration hereof, shall
survive  such  termination,   cancellation  or  expiration  including  Statmon's
obligations under Article 9, 11, 17, 19, 38, 41 and 42.


                                       18
<PAGE>


                             ARTICLE 37 - PUBLICITY

     Neither  party  shall  make or  cause to be made  any  public  announcement
regarding  the  relationship  of the parties  hereunder or the existence of this
Agreement  or any of its terms  without the prior  written  consent of the other
party,  such  consent  not to be  unreasonably  withheld.  Except  as  otherwise
provided in this  Agreement,  each party shall submit to the other proposed copy
of all advertising wherein the name, trademark,  code,  specification or service
mark of the other party or its Subsidiaries or Affiliates is mentioned.  Neither
party shall  publish or use such  advertising  without the other's prior written
approval.

                   ARTICLE 38- ESCROW, RELEASES and LICENSES

38.1 Information,  documentation  and materials  relating to the Software and to
the  manufacturing and test procedures used by Statmon for the Products shall be
deposited in escrow  ("Deposit  Materials")  by Statmon at no cost to Harris and
maintained  current  in  accordance  with  the  terms of the  Escrow  Agreement,
Appendix  D. The  Deposit  Materials  shall  include,  but not be limited to the
Licensed Materials, a master copy of the Software on CD in compiled form, Source
Code, program listings, tools, data files, manuals and flow charts sufficient to
compile and to maintain and enhance the  Software,  together  with any revisions
and modifications for fixes;  documentation  reasonably sufficient for Harris to
manufacture,  test and maintain  the  Products,  including,  but not limited to,
specifications,  manufacturing  procedures,  parts  lists,  vendor  lists,  test
procedures,  quality control processes and maintenance  information  relating to
the Products.

38.2 For the purposes of "Release  Conditions"  under  Article 4.1 of the Escrow
Agreement,  any of the following shall be deemed to be a "Depositor's failure to
carry out obligations imposed pursuant to the Purchase and Sale Agreement":

     (a)  If Statmon fails to meet delivery  schedules for the Software  portion
          of any Exclusive Product, as evidenced by delivery delays of more than
          thirty  (30)  days,  the  master  copy  of the  Software  or CD in its
          compiled  form shall be released  from  escrow to Harris,  and Statmon
          shall  provide  access  to an  internet  ftp site  allowing  Harris to
          download copies of the Software as needed, and the licenses granted in
          Art, 17 shall apply to such  Software and copies for use with existing
          and  prospective  Broadcast  Customers.  If and when Statmon cures the
          delivery  delays,  Harris shall be  obligated to redeposit  the master
          copy of the  Software,  unless  Harris has  terminated  the  Agreement
          pursuant to Section 24.2 hereof.

     (b)  If Statmon fails to meet delivery  schedules for the Hardware  portion
          of any Exclusive Product, as evidenced by delivery delays of more than
          thirty (30) days from date of a firm order from  Harris,  and provided
          such delay is not caused by a shortage of parts  beyond the control of
          Statmon or the  manufacturer,  the related  manufacturing  and testing
          documentation  held in escrow by Statmon shall be released from escrow
          to  Harris  and  Harris  shall  have the  right to  contract  directly
          (without   interference  from  Statmon)  with  the  manufacturers  and
          suppliers of the Hardware portions of the Product. In the event of the
          demise of Statmon's  manufacturer and Statmon's inability to provide a
          replacement  source  acceptable  to Harris,  Statmon  hereby grants to
          Harris the non-exclusive,  worldwide, irrevocable,  perpetual, royalty
          free license to use such  documentation and practice under any related
          intellectual  property rights of Statmon to make, have made, use, sell
          and lease such  Exclusive  Products,  effective  upon  release of such
          documentation from escrow.


                                       19
<PAGE>


     (c)  If Statmon:  i) discontinues making any Exclusive Product available to
          Harris,  as evidenced by written  notice by Statmon of its intent,  or
          delays delivery of any Exclusive  Product for any reason for more than
          90 days;  or ii) fails to support,  repair or replace any  Software as
          required under the terms of this Agreement  after being given afforded
          a  reasonable  opportunity  to do so,  which such time period being no
          less than ninety (90) days; or (iii) ceases to exist as a legal entity
          in its  current  form  excluding  any name  change or merger  then all
          Deposit  Materials  relative  to the  Exclusive  Product(s)  shall  be
          released from escrow to Harris,  and Statmon hereby grants to Harris a
          non-exclusive, worldwide, irrevocable, perpetual, royalty free license
          to  use  the  Deposit   Materials  and  practice   under  the  related
          intellectual  property  rights of  Statmon to make,  have  made,  use,
          improve and enhance the related  Exclusive  Products  for the existing
          Broadcast Customers. In addition,  Harris shall have: a) the option to
          purchase the Statmon's  intellectual  property  rights in the Software
          (including  Source  Code) at a  price  equal  to  the  amount  of  the
          forecasted sales remaining for the Term of the Agreement, or b) in the
          event Statmon receives a bonafide offer form a third party to purchase
          Statmon's  intellectual property rights in the Software,  Harris shall
          have a right of first refusal to purchase such at the price offered by
          the third party,

                         ARTICLE 39 - ENTIRE AGREEMENT

39.1 This  Agreement,   which  includes  any  exhibits  or  attachments  hereto,
represents the entire  Agreement and  understanding  between the parties and all
prior discussions and arrangements between the parties, whether oral or written,
are  merged  into  this  Agreement  and  there  are  no  other  representations,
understandings,  arrangements  or  agreements  between  the  parties,  except as
expressly  set forth  herein.  Neither  party shall be bound by any  conditions,
definitions, warranties,  understandings, or representations with respect to the
subject matter hereof other than as expressly provided in this Agreement.

39.2 This  Agreement  may be modified  only by written  amendment  and signed by
authorized  representatives  of the  parties.  No course of  dealing or usage of
trade shall be invoked to modify the terms or conditions of the Agreement.

                        ARTICLE 40 - DISPUTE RESOLUTION

     If a dispute  arises out of, or relates to, this  Agreement  or the subject
matter of this  Agreement  other  than  with  respect  to a claim for  equitable
relief,  either party may submit the dispute to a sole mediator  selected by the
parties or, at any time prior to selection of a sole  mediator,  to mediation by
the American Arbitration  Association ("AAA"). If not thus resolved, it shall be
referred to a sole arbitrator selected by the parties or to AAA arbitration. The
arbitration shall be governed by the United States  Arbitration Act and judgment
on the award may be entered by any court  having  jurisdiction.  The  arbitrator
shall have the authority to award injunctive and other emergency  relief,  which
shall be  enforceable  by either the  arbitrator or any court with  jurisdiction
over the enjoined party or its assets.  The arbitrator  shall not have authority
to award punitive or  consequential  damages.  The  arbitrator  shall not limit,
expand  or modify  the terms of the  Agreement  nor award  damages  in excess of
compensatory  damages, and each party waives any claim to such excess damages. A
request by a party to a court for  interim  protection  shall not affect  either
party's  obligation  here under to mediate and arbitrate.  Each party shall bear
its own expenses and an equal share of all cost and fees of the mediation and/or
arbitration.  Any  arbitrator  selected  shall be  competent  in the  legal  and
technical  aspects of the  subject  matter of this  Agreement.  The  content and
result  of  mediation  and/or  arbitration  shall be held in  confidence  by all
participants,  each of whom  will be  bound  by an  appropriate  confidentiality
agreement.


                                       20
<PAGE>


                         ARTICLE 41- ASSUMPTION OF RISK

     Each party hereto acknowledges (i) the risks of its undertakings hereunder,
(ii) the  uncertainty of the benefits and obligations  hereunder,  and (iii) its
assumption of such risks and  uncertainty.  Each party has conducted its own due
diligence and requested and reviewed any contracts,  business  plans,  financial
documents  and other  written  material as in such party's  opinion shall be the
basis of the party's decision to enter into this Agreement.

              ARTICLE 42 - RELIANCE ON COUNSEL AND OTHER ADVISORS

     Each party has consulted such legal,  financial,  technical or other expert
it deems necessary or desirable before entering into this Agreement.  Each party
represents and warrants that it has read, knows, understands and agrees with the
terms of  conditions of this  Agreement.  Neither party has relied upon any oral
representation  of  the  other  party  in  entering  into  this  Agreement.  All
discussions,  estimates or projections developed by a party during the course of
negotiating   the  terms  and  conditions  of  this  Agreement  are  by  way  of
illustration only, and, unless  specifically  contained in this Agreement or one
of its Appendixes, are not binding or enforceable against the other party in law
or in equity.

     IN WITNESS WHEREOF, the parties have caused this Agreement for Purchase and
Sale  of  Remote  Monitoring   Products  to  be  executed  by  their  respective
representatives on the date(s) indicated,


                                             STATMON TECHNOLOGIES

                                             By: /s/ Geoffrey P. Talbot
                                               ---------------------------------
                                               Name:  Geoffrey P. Talbot
                                               Title: CEO
                                               Date:  2-25-2003


                                             HARRIS CORPORATION

                                             By: /s/ Haldale S. Wilson
                                               ---------------------------------
                                               Name:  Haldale S. Wilson
                                               Title: Vice President Studio
                                                      Products & Systems
                                               Date:  2-26-2003



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