EXHIBIT 10.21

                          SUBCONTRACT AGREEMENT BETWEEN
                      Corrosion Engineering Services, Inc.

                                       and

                            UltraStrip Systems, Inc.


               Subcontract Agreement Number CES-97-D-5170/0015/002

This subcontract agreement, effective as of the date this agreement is signed by
an authorized official of CES by and between Corrosion Engineering Services,
Inc. (Hereinafter referred to as "CES", "PRIME CONTRACTOR" or "PRIME"), and
UltraStrip Systems, Inc. (hereinafter referred to as "UltraStrip" or
"SUBCONTRACTOR").

WITNESSETH:

WHEREAS, CES is now engaged in the performance of certain projects under Prime
Contract NOO244-97-D-5170, with the U.S. Navy, and WHEREAS, CES desires
UltraStrip Systems, Inc. to accomplish non-skid material removal onboard
designated U.S. Navy ships, and related assignments as may be arranged to the
mutual satisfaction of both parties during the term of this subcontract, and
WHEREAS, CES desires to engage SUBCONTRACTOR, and SUBCONTRACTOR is qualified and
willing to perform the work for CES as a SUBCONTRACTOR.

NOW, THEREFORE, it is mutually agreed as follows:

1.   STATEMENT OF WORK
     -----------------

     1.1  Unless otherwise provided, SUBCONTRACTOR shall provide the necessary
          personnel, materials, services, and otherwise do all things necessary
          for, or incident to, the accomplishment of subcontract work as set
          forth in Exhibit A, Statement of Work. Future tasks that fit under the
          prime contract Statement of Work may be added to the subcontract as an
          Addendum to Exhibit A upon approval of CES.

     1.2  SUBCONTRACTOR shall, as a result of the work accomplished pursuant to
          Paragraph 1.1 and in accordance with the schedule, provide and deliver
          to CES the deliverable items listed fully meeting the technical
          requirements of this subcontract.

          1.2.1 PUBLICATIONS
                ------------

          Copies of all publications generated by work performed under this
          subcontract shall be forwarded to CES prior to release to the public.
          The SUBCONTRACTOR shall notify the Program Manager of the


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          following: planned news releases, planned publicity, advertising
          material concerning subcontract work, and planned presentations to
          scientific meetings.

2.   PERIOD OF PERFORMANCE
     ---------------------

     The period of performance will commence on the effective date of this
     agreement and continue until terminated by mutual consent or failure to
     perform by SUB as determined by PRIME.

     2.1  SUBCONTRACTOR is not obligated to initiate or to continue work or
          provide services, and CES is not obligated to compensate SUBCONTRACTOR
          for costs or expenses incurred or commitments made before the
          effective date or after the period of performance specified above
          unless specifically authorized in writing by either Mr. William A.
          Hall or Mr. Owen G. O'Brien.

3.   PROJECT DIRECTION
     -----------------

     PRIME names Mr. Owen O'Brien and SUB names Mr. Dennis McGuire as technical
     representatives for the subcontract. SUBCONTRACTOR agrees to notify CES of
     any key personnel or representative changes, in writing, thirty (30) days
     prior to such change taking place, except in the case of unexpected illness
     or death of the key personnel, and to provide personnel with equal or
     greater qualifications.

4.   SUBCONTRACTS
     ------------

     4.1  SUBCONTRACTOR shall not issue any subcontracts under this subcontract
          agreement without prior written approval of CES by either Mr. William
          A. Hall or Mr. Owen G. O'Brien.

     4.2  SUBCONTRACTOR shall maintain property records of subcontractor
          acquired, contractor furnished, and government furnished equipment and
          shall submit the annual report of such property to CES, by 30
          September of each year.

5.   TRAVEL
     ------

     5.1  SUBCONTRACTOR shall request approval in writing prior to initiating
          any travel under this subcontract except that travel specified by CES.

     5.2  Approval of Foreign Travel. The cost of foreign travel, defined as any
          travel outside of the United States and its territories and
          possessions, is allowable only when the specific written approval of
          the CES Contract Manager is obtained prior to commencing the trip.

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<PAGE>

6.   TYPE OF CONTRACT: FIRM FIXED PRICE
     ----------------------------------

     Subcontract is a firm fixed price contract.

     6.1  ESTIMATED COST
          --------------

          The firm fixed price shall be defined for each listed tasking in
          Exhibit A.

     6.2  LEVEL OF EFFORT
          ---------------

          A.  The SUBCONTRACTOR agrees to provide the total level of effort
              defined by task in Exhibit A.

          B.  It is understood and agreed that the rate of direct labor hours
              expended each month may fluctuate in pursuit of the technical
              objective.

          C.  It is understood that the mix of labor categories provided by the
              SUBCONTRACTOR by task under the contract, as well as the
              distribution of effort among those categories, may vary
              considerably from the initial mix and distribution of effort that
              was proposed by the SUBCONTRACTOR.

          D.  Nothing herein shall be construed to alter or waive any of the
              rights or obligations of either party pursuant to the Clause
              entitled "Limitation of Costs" or "Limitation of Funds", either of
              which incorporated herein applies to this subcontract.

     6.3  INCORPORATION OF FAR CLAUSES
          ----------------------------

          All FAR provisions invoked under the CES' prime contract will be
          incorporated within the subcontract exhibits. PRIME CONTRACTOR agrees
          to provide copies of all such clauses to SUBCONTRACTOR prior to
          execution of Exhibit (A).

7.   PAYMENTS AND SUBMISSION OF VOUCHERS OR INVOICES
     -----------------------------------------------

     7.1  Invoices shall be submitted monthly with the price defined for each
          task effort in Exhibit (A) and reference the subcontract number:
          CES-97-D- 5170/0015/002. Subcontractor invoices shall be billed in
          labor hours and material costs.

     7.2  Submit invoices to:

                                 CES, a California Corporation
                                  3635 Ruffin Road, Suite 100
                                      San Diego, CA 92123


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<PAGE>

     7.3  Payment will be made to the SUBCONTRACTOR within fifteen (15) days of
          CES receiving payment from the government.

8.   CLAIMS
     ------

     SUBCONTRACTOR agrees to hold CES harmless of any claims, insurance or
     otherwise, arising out of the SUBCONTRACTOR'S sole negligence in the
     performance of the tasks specified herein.

9.   INSPECTION AND ACCEPTANCE
     -------------------------

     CES, or its duly authorized representative, shall be authorized to perform
     inspection and acceptance of materials and services in accordance with the
     provisions of and at the location(s) specified in the Statement of Work.
     Inspection and acceptance shall be in accordance with FAR 52.246-3
     (supplies) and FAR 52.246-5 (services). Approval by CES under this
     agreement shall not release SUBCONTRACTOR from responsibility to meet all
     the requirements of the agreement. The provisions of this paragraph are not
     to be construed as a limitation of the rights of CES, and the obligations
     of SUBCONTRACTOR as provided for in this agreement.

10.  CHANGES
     -------

     CES may at any time, by mutual written agreement, make changes within the
     general scope of this Agreement. If any such change causes an increase or
     decrease in the cost of, or the time required for, the performance of any
     part of the work under this Subcontract Agreement, an equitable adjustment
     shall be made in the total subcontract price or the delivery schedule, or
     both, and the subcontract shall be modified in writing accordingly. Any
     claim by SUBCONTRACTOR for adjustment under this clause must be asserted
     within thirty (30) days from the date of receipt by CES of the notification
     of change. Written authorization for changes or additions in projects and
     operating activities shall be obtained in advance before commitments are
     made.

11. STANDARDS OF WORK
    -----------------

     SUBCONTRACTOR agrees that the performance of work and services pursuant to
     the requirements of this subcontract shall conform to high professional
     standards.

12.  CONFIDENTIAL INFORMATION
     ------------------------

     SUBCONTRACTOR agrees that they will not, during the term of this
     Subcontract Agreement, or thereafter for the period of three years,
     disclose any confidential information whatsoever obtained from CES, without
     due authorization from a responsible officer thereof unless such
     information shall have been previously published by CES. Contractor agrees
     to the same terms relating to confidential information obtained from
     SUBCONTRACTOR.

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<PAGE>

13.  LIMITATION OF DAMAGES
     ---------------------

     In no event shall either party be liable to the other for any incidental or
     consequential damages arising out of this subcontract.

14.  DISPUTES
     --------

     Any dispute arising between the parties under this agreement may be decided
     by a court of competent jurisdiction or arbitration, but nothing in this
     article shall excuse SUBCONTRACTOR from proceeding with the performance of
     the undisputed portion of this subcontract through the pendency of any such
     dispute.

15.  AMENDMENTS
     ----------

     Subject to the article of this subcontract entitled, "Changes", this
     Agreement may not be modified, amended or waived except by written
     instrument signed by the parties hereto.

16.  NOTICES
     -------

     Notices by one party or the other shall be sent registered mail, return
     receipt requested as follows:

     TO: PRIME                              TO: SUBCONTRACTOR

     CES, a California Corporation          UltraStrip Systems, Inc.
     Mr. William A. Hall                    Mr. Dennis McGuire
     3635 Ruffin Road, Suite 100            3515 S.E. Lionel Terrace
     San Diego, CA 92123                    Stuart, FL 34997

17.  RELATIONSHIP TO PARTIES
     -----------------------

     CES and SUBCONTRACTOR agree that SUBCONTRACTOR is an independent contractor
     and not an agent or employee of CES.

18.  INTERPRETATION
     --------------

     This agreement is to be governed by and constructed under the laws of the
     State of California.

19.  EFFECTIVE DATE
     --------------

     The effective date of this Subcontract shall be the date it is signed by an
     authorized official of CES.

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<PAGE>

20.  GENERAL PROVISIONS
     -------------------

     SUBCONTRACTOR shall, under this subcontract agreement, be subject to the
     terms and conditions as set forth in this agreement.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE
EXECUTED.

PRIME CONTRACTOR:                   CES, a California Corporation


BY:                                  /s/ William A. Hall
                                     -----------------------
                                     William A. Hall
TITLE:                               Chief Operating Officer

DATE:                                9 Feb 01


SUBCONTRACTOR:                      UltraStrip Systems, Inc.

BY:                                 /s/ Dennis McGuire
                                    ------------------------
                                    Dennis McGuire
TITLE:                              President

DATE:                               2-12-2001

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<PAGE>


                          SUBCONTRACT AGREEMENT BETWEEN
                      Corrosion Engineering Services, Inc.
                                       And
                            UltraStrip Systems, Inc.

             Subcontract Agreement Number NO0244-97 -0-5170/0015/002

                          EXHIBIT A - Statement of Work



1.   Scope of Work: Removal of 100,000 square feet of Non-Skid material from
     the after half of the Flight Deck on the USS Eisenhower (CVN-69), including
     the waist catapults, at a price of $6.75 per square foot in accordance with
     your quote dated January 26, 2001. A schematic delineating the area
     assigned to UltraStrip will be provided no later than February 28, 2001

2.   Upon review of the predicted production rate and the daily actual
     production rate by CES, if the actual production rate is less than the
     predicted rate, and if, in the sole assessment of CES, the actual
     production rate places either the March 5, 2001 completion date for the
     waist catapults or the March 30, 2001 completion date for the removal of
     the remainder of the 100,000 square feet of non-skid, CES shall have the
     right to terminate the production effort, assess the number of square feet
     executed by the contractor and pay the prorated value based on the
     contractor's per square foot price ($6.75 per square foot - UltraStrip) for
     that contiguous surface area CES deems satisfactory. In this event the
     contractor will NOT be compensated for the total square footage (100,000
     square feet) or any other incidental costs.

3.   Period of Performance: February 28, 2001 through March 30, 2001. The waist
     catapult area must be completed no later than March 5, 2001. Following
     completion of the removal of non-skid in the vicinity of the waist
     catapults, UltraStrip is to proceed from amidships to aft on the Flight
     Deck.

4.   Cost: Mobilization to the site to be at a cost of $15,000.00. Removal and
     disposal of all waste to be at a cost of $15,000.00

5.   Fixed Price Not to Exceed: $705,000.00

6.   Stand-By Time: To be paid at a cost of $550.00 per hour per crew for acts
     of God and for delays not caused by UltraStrip. Crew defined as a full
     shift. Delays to be paid at a maximum of 4 hours per day. An inclement
     weather plan is required, as per the Request for Quotation. Stand-By Time
     shall be approved on a daily basis by CES with written explanation as to
     the cause(s) for Stand-By Time requirements submitted to and approved by
     CES. Further, if, in the opinion of CES, excessive Stand-By Time
     requirements jeopardize completion targets defined in Paragraph 2 above,
     CES shall have the right to reallocate work areas (increase or decrease) in
     order to meet project deadlines.

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<PAGE>

7.   Production Schedule: In order to properly support the goal of demonstrating
     the high production rate of the UltraStrip system, it will be necessary to
     document the actual versus predicted production rates. Predicted rates are
     based on the production schedule included in your quote dated January 26,
     2001. The actual square feet removed will be calculated daily and agreed to
     in writing and signed by the CES on-site foreman and the Ultrastrip Project
     Operations Manager prior to the end of each production day.

8.   It is UltraStrip's obligation to arrange and pay for any support services
     in order to accomplish the tasking as provided for in the RFQ.



PRIME CONTRACTOR:                   Corrosion Engineering Services, Inc.

SIGNATURE:                          /s/ William A. Hall
                                    -------------------
BY:                                 William A. Hall
TITLE:                              Chief Operating Officer

DATE:                               February 9, 2001

ACCEPTANCE:                         /s/ Dennis McGuire, President
                                    -----------------------------

DATE:                               2-12-01

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<PAGE>

                         ADDITIONAL TERMS AND CONDITIONS


1.   ACCEPTANCE AND TERMS AND CONDITIONS:

     A.   Seller should accept this order and any amendments thereto by signing
          the acceptance copy and returning it to Purchaser promptly.

     B.   By acceptance of this order Seller agrees to be bound by, and to
          comply with all the terms and conditions of this order, including any
          supplements thereto, and all specifications and other documents
          referred to in this order. However, performance of the work called for
          by this order in the absence of Seller's written acknowledgement
          thereof shall be deemed acceptance of this order.

     C.   This order does not constitute an acceptance by Purchaser of any offer
          to sell, any quotation, or any proposal. Reference in this order to
          any such offer to sell, quotation, or proposal shall in no way
          constitute a modification of any of the terms and conditions of this
          order. AN ATTEMPTED ACKNOWLEDGEMENT OF THIS ORDER CONTAINING TERMS AND
          CONDITIONS INCONSISTANT WITH OR IN ADDITION TO THE TERMS AND
          CONDITIONS OF THIS ORDER IS NOT BINDING UPON PURCHASER UNLESS
          SPECIFICALLY ACCEPTED BY PURCHASER IN WRITING, AND PURCHASER HEREBY
          OBJECTS THERETO.

2.   DEFAULT: Time is of the essence of this Purchase Order. Except in instances
     of delay, which are due to causes beyond the reasonable control and without
     the fault or negligence of Seller and all of its suppliers, direct and
     indirect at every subcontract level. Purchaser may, by written notice of
     default to Seller, terminate the whole or any part of this order in anyone
     of the following circumstances: (1) if Seller fails to perform within the
     time specified herein or any extension thereof; or (2) if Seller fails to
     perform any of the other provisions of this order, or so fails to make
     progress as to endanger performance of this order in accordance with its
     terms, and in either of these two circumstances does not cure such failure
     within a period of ten (10) days or such longer period as Purchaser may
     authorize in writing after receipt of notice from Purchaser specifying such
     failure; and, upon such termination, Purchaser may procure, upon such terms
     as it shall deem appropriate, supplies or services similar to those so
     terminated, in which case Seller shall continue performance of this order
     to the extent not terminated and shall be liable to Purchaser for any
     excess costs for such similar supplies or services. As an alternate remedy,
     and in lieu of termination for default, Purchaser, at its sole discretion
     may elect, (1) to extend the delivery schedule and/or (2) to waive other
     deficiencies in Seller's performance, in which case an equitable reduction
     in the purchase order price shall by negotiated. In the event Seller for
     any reason anticipates difficulty in complying with the required delivery
     date, or in meeting any of the other requirements of this order. Seller
     shall promptly notify Purchaser in writing. If seller does not comply with
     Purchaser's delivery schedule, Purchaser may require delivery by fastest
     way and charges resulting from the premium transportation must be fully
     prepaid and absorbed by the Seller. The rights and


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<PAGE>

     remedies of the Purchaser provided in this clause shall not be exclusive
     and are in addition to any other rights and remedies provided by law or
     under this purchase order.

3.   INSPECTION:

     A.   All goods (which throughout this order includes without limitation raw
          materials, components, intermediate assemblies, tools and end
          products) shall be subject to inspection and test by the Purchaser and
          its Customer (which throughout this clause shall include without
          limitation the Federal Government including its surveillance and/or
          regulatory agencies) to the extent practicable at all times and places
          including the period of manufacture and in any event prior to final
          acceptance by the Purchaser and its Customer.

     B.   If any inspection or test is made on the premises of Seller or its
          supplier, Seller, without additional charge, shall provide all
          reasonable facilities and assistance for the safety and convenience of
          the inspectors in the performance of their duties. All inspections and
          tests on the premises of Seller or its supplies shall be performed in
          such a manner as not to unduly delay the work.

     C.   Final acceptance or rejection of the goods shall be made as promptly
          as practical after delivery, except as otherwise provided in this
          order, but failure to inspect and accept or reject goods, or failure
          to detect defects by inspection, shall neither relieve Seller from
          responsibility for such goods as are not in accordance with the order
          requirements nor impose liabilities on Purchaser thereof.

     D.   Seller shall provide and maintain an inspection and process control
          system acceptable to Purchaser and its Customer covering the goods
          hereunder. Records of all inspection work by Seller shall be kept
          complete and available to Purchaser and its Customer during the
          performance of this order and for such longer periods as may be
          specified in this order.

4.   WARRANTIES:

     A.   Seller warrants that all goods and services sold hereunder or pursuant
          hereto will be free of any claim of any nature by any third person and
          that Seller will convey clear title thereto to Purchaser as provided
          hereunder.

     B.   Seller warrants and represents that all goods sold hereunder or
          pursuant hereto will be of merchantable quality, free from all defects
          in design, workmanship and materials, and will be fit for the
          particular purposes for which they are purchased and that the goods
          are provided in strict accordance with the specifications, samples,
          drawings, designs or other requirements (including performance
          specifications) approved or adopted by Purchaser.

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<PAGE>

     C.   Any attempt by Seller to limit, disclaim, or restrict any such
          warranties or remedies of Purchaser, by acknowledgement or otherwise,
          in accepting or performing this order, shall be null, void, and
          ineffective without Purchaser's written consent.

5.   REJECTIONS: If any of the goods ordered are found at any time to be
     defective in material or workmanship, or otherwise not in conformity with
     the requirements of this order, including any applicable drawings and
     specifications, Purchaser, in addition to such other rights, remedies and
     choices as it may have by contract or by law, at its option and sole
     discretion may:

     A.   Reject and return such goods at sellers expense; B. require Seller to
          inspect the goods and remove and replace non-conforming goods with
          goods that conform to this order. If Purchaser elects option B above
          and Seller fails, to promptly make the necessary inspection, removal
          and replacement, Purchaser may at its option inspect and sort the
          goods; Seller shall pay the cost thereof.

6.   CHANGES: The purchaser may at any time, in writing, make changes within the
     general scope of this Purchase Order, in any one or more of the following:
     A. drawings, designs, or specification where the goods to be furnished are
     to be specially manufactured for the Purchaser in accordance therewith; B.
     method of shipment or packing; C. place of delivery; and D. the amount of
     Government-furnished property. If any such change causes an increase or
     decrease in the cost of, or the time required for the performance of any
     work under this contract, whether changed or not changed, and equitable
     adjustment shall be made in the contract price or delivery schedule, or
     both, and the Purchase Order shall be modified in writing accordingly. Any
     claim by the Seller for adjustment under this clause must be asserted
     within thirty (30) days from the date of receipt by the Seller of the
     notification of change; provided, however, that the Purchaser, if he so
     chooses, may receive and act upon any such claim asserted at any time prior
     to final payment under this contract. Any change in this order shall be
     authorized only by a duly executed Purchase Order Amendment hereto.

7.   NON-ASSIGNMENT: Assignment of this order or any interest therein or any
     payment due or to become due hereunder, without the written consent of the
     Purchaser shall be void.

8.   FEDERAL ACQUISTION REGULATION: The following Federal Acquisition Regulation
     (FAR) clauses, in effect on the date hereof, are incorporated herein by
     reference. The term "Contractor" shall mean "Seller" the term "contract"
     shall mean this order, and the term "Government", "Contracting Officer" and
     equivalent phrases shall mean Buyer, as applicable, to fulfill the intent
     of such clauses. All references to disputes procedures in Government
     clauses incorporated by reference shall be deemed to be superseded by
     Article 21 "Disputes".

     Security Requirements                                             52-204-2
     New Material                                                      52-210-5

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<PAGE>

     Priorities, Allocations, and Allotments                           52-212-8
     Government Delay of Work                                          52-212-15
        *Examination of Records by Comptroller
        General ($10,000) (Except subparagraph)                        52-215-1
        *Audit Negotiation($10,000)                                    52-215-2
        *Utilization of Small Business Concerns and
        Small Disadvantaged Business Concerns ($10,000)                52-219-8
        *Small Business and Small Disadvantaged
        Business Subcontracting Plan ($500,000)                        52-219-9
        *Labor Surplus Area Subcontracting Program ($500,000)          52-220-4
        Equal Opportunity                                              52-222-26
        *Affirmative Action for Special Disabled and Vietnam
        Era Veterans ($10.000)                                         52-222-35
        *Affirmative Action for Handicapped                            52-222-36
        Workers ($25,000)
        Buy American Act-Supplies                                      52-225-3
        Government Property (Fixed Price Contracts)                    52-245-2
       *Note - Clause is applicable if order exceeds the amount indicated.

9.   TERMINATION: (a) Buyer may terminate this order, in whole or in part in
     accordance with the provisions of the "Default (Fixed Price Supply and
     Service)" clause set forth in FAR 52-249-8 if Seller fails to comply with
     any of the provisions hereof, or if Seller becomes the subject of a
     proceeding under state of federal law for relief of debtors or makes an
     assignment for the benefit of creditors. (b) Without affecting its right to
     terminate this order under paragraph (a) hereof, Buyer may, for its
     convenience, terminate this order in whole or, from time to time, in part,
     in accordance with the provisions of the "Termination for Convenience of
     the Government (Fixed Price)" clause set forth in FAR 52-249-2 except the
     term "1 year" in paragraph (d) is changed to "6 months" (c) The FAR clauses
     referred to in paragraphs (a) and (b) are hereby incorporated herein by
     references as in effect on the date hereof.

10.  RIGHTS IN DATA: If this order is placed under a Government contract having
     rights in data and computer software clauses, the provisions thereof are
     incorporated herein and replace Article 15 "information" Seller assumes the
     obligations of such clauses as they pertain to this order.

11.  DoD CONTRACTS: If this order is placed under a Department of Defense (DoD)
     contract, the following DoD FAR Supplement clause in effect on the date
     hereof applies.

     Pricing of Adjustments                                          52-215-7000

12.  CONFIDENTIAL OR PROPRIETARY INFORMATION: Any knowledge or information which
     the Seller shall have disclosed or may hereafter disclose to the Purchaser,
     and which in any way relates to the goods or services covered by this order


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<PAGE>

     and Purchaser's Material Schedule, shall not, unless otherwise specifically
     agreed to in writing by the Purchaser, be deemed to be confidential or
     proprietary information and shall be acquired by Purchaser, free from any
     restrictions (other than a claim for patent infringement) as part of the
     consideration for this order and Purchaser's Material Schedule.

13.  FOR WORK ON PURCHASER'S OR ITS CUSTOMERS' PREMISES: If Seller's work under
     the order involves operations by Seller on the premises of Purchaser or one
     of its customers, Seller shall take all necessary precautions to prevent
     the occurrence of any injury to person or property during the progress of
     such work and except to the extent that any such injury is due solely and
     directly to Purchaser's or its customer's negligence, as the case may be,
     shall indemnity Purchaser against all loss which may result in any way from
     any act or omission of the Seller, its agents, employees, or
     subcontractors, and Seller shall maintain such Public Liability Property
     Damage and Employee's Liability and Compensation Insurance as will, in
     Purchaser's sole judgement, protect Purchaser from said risks and from any
     claims under any applicable Worker's Compensation and Occupational Disease
     Acts.

14.  INSOLVENCY: If Seller ceases to conduct its operations in the normal course
     of business, including inability to meet its obligations as they mature, or
     if any proceedings under the bankruptcy or insolvency laws is brought by or
     against Seller, or a receiver for Seller is appointed or applied for or an
     assignment for the benefit of creditors is made by the Seller, Purchaser
     may terminate this order without liability, except for deliveries
     previously made or for goods covered by this order then completed and
     subsequently delivered in accordance with the terms of this order

15.  PROPRIETARY INFORMATION: Seller shall keep confidential any technical,
     process or economic information derived from drawings, specifications, and
     other data furnished by Purchaser in connection with this order and shall
     not divulge, export, or use directly or indirectly, such information for
     the benefit of any other party without obtaining Purchaser's prior written
     consent. Access to proprietary information shall be restricted to company
     personnel with a need to know and engaged in a permitted use of such
     proprietary information. Except as required for the efficient performance
     of this order, Seller shall not make copies or permit copies to be made of
     such drawings, specifications, or other data without the prior written
     consent of Purchaser. If any reproduction is made with prior consent, this
     notice shall be provided thereon. Upon completion or termination of this
     order, Seller shall promptly return to Purchaser all materials and any
     copies thereof, except for one record copy, incorporating such information.

16.  WAIVER: No claim or right arising out of a breach of this contract can be
     discharged in whole or in part by a waiver or renunciation of the claim or
     right unless the waiver or renunciation is supported by consideration and
     is in writing signed by the aggrieved party. The failure of Purchaser to
     enforce at any time or for any period of time any of the provisions hereof
     shall not be construed to be a waiver of such


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<PAGE>

     provisions nor the right of Purchaser thereafter to enforce each and every
     such provision.

17.  PATENTS: Seller shall defend any suit or proceeding brought against
     Purchaser or its customers that is based on a claim that any article or
     apparatus, or any part thereof constituting goods furnished under this
     order (or Purchaser's Material Schedule), as well as any device or process
     necessarily resulting from the use thereof, constitutes an infringement of
     any patent of the United States, if notified promptly in writing and given
     authority, information, and assistance (at Seller's expense) for the
     defense of same, and Seller shall pay all damages and costs awarded
     therein. In case use of said article or apparatus, part or device is
     enjoined, Seller shall, at its own expense and at its option, either
     procure for Purchaser the right to continue using said article or
     apparatus, part or device; or replace same with a non-infringing
     equivalent; or remove said article or apparatus and refund the purchase
     price and the transportation and installation costs thereof.

18.  EXTRA CHARGES: Charges exceeding this amount shall not be allowed unless
     specifically agreed to by Purchaser in writing.

19.  DELIVERY SCHEDULE: Unless otherwise agreed in writing, Seller shall not
     make material commitments or production arrangements in excess of the
     amount or in advance of the time necessary to meet Purchaser's delivery
     schedule. It is Seller's responsibility to comply with this schedule, but
     not to anticipate Purchaser's requirements.

20.  EXCUSABLE DELAYS: Whenever any other actual or potential event is delaying
     or threatening to delay delivery of the goods, or performance of the
     services under this purchase order, Seller shall, as soon as possible, give
     notice thereof to the Purchaser. Seller shall not be liable for damages or
     delays in delivery due to causes beyond its reasonable control. However, if
     Seller for any reason does not comply with Purchaser's delivery schedule,
     Purchaser, in addition to its remedies at law, may at its option approve a
     revised delivery schedule or terminate this order without liability on the
     part of the Purchaser on account thereof. If Purchaser approves a revised
     delivery schedule and directs that Seller ship by a method other than
     indicated on the face of this order, Seller agrees to pay any additional
     transportation charges incurred as a result of such direction.

21.  DISPUTES: Good-Faith Negotiations. If any dispute arises under this
     agreement that is not settled promptly in the ordinary course of business,
     the parties shall seek to resolve any such dispute between them, first, by
     negotiating promptly with each other in good faith in face-to-face
     negotiations. If the parties are unable to resolve the dispute within 10
     business days (or such period as the parties shall otherwise agree) through
     these face-to-face negotiations, then any such dispute shall be settled by
     appropriate legal proceedings. Pending a final decision of any dispute
     hereunder. Seller shall proceed diligently with the performance of this
     purchase order.


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<PAGE>

     Venue: All arbitration and suits under this agreement shall be held in San
     Diego, California.

22.  ENTIRE AGREEMENT: This Purchase Order, with such documents as are expressly
     incorporated herein by reference, is intended by the parties as a final
     expression of their agreement with respect to such terms as are included
     herein, and is intended also as a complete and exclusive statement of the
     terms of their agreement. No course of prior dealings between the parties
     and no usage of the trade shall be relevant to determine the meaning of
     this agreement even though the accepting or acquiescing party has knowledge
     of the nature of the performance and opportunity for objection.

     Any change to the terms and conditions of this lease must be in writing and
     signed by Lessor and Lessee. No oral changes are binding. We may delay or
     refrain from enforcing any of our rights under this lease without losing
     them.

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