EXHIBIT 10.1

                                    AGREEMENT
                                     between
                       UNMANNED SURFACE VEHICLE CONSORTIUM
                                       and
               NAVAL UNDERSEA WARFARE CENTER, DIVISION NEWPORT RI
                                   concerning
     RESEARCH AND DEVELOPMENT OF UNDERSEA WARFARE COMBAT VEHICLE PROTOTYPES

Agreement No. :                 N66604-01-9-126A
Requisition No.:                N66604-2155-02K5

Total Estimated Value of this Agreement:        $22,500,000.00
Funds Obligated, Government, This Action:       NONE
Total Funds Obligated, Government:              NONE
Authorities:   10 U.S.C. 2371 & Section 845 of Public Law 103-160

This Agreement is entered into between the United States of America, hereinafter
referred  to as "the  Government,"  represented  by the Naval  Undersea  Warfare
Center,   Division  Newport  (NUWCDIVNPT)  and  the  "Unmanned  Surface  Vehicle
Consortium," pursuant to and under U.S. Federal law.

Integrated Maritime Platforms           For the Naval Undersea Warfare Center
International, Inc. as a member         Division, Newport (NUWCDIVNPT)
of the Consortium

----------------------------------      ---------------------------------------
(Signature)             (Date)          (Signature)                     (Date)
Kathleen Bright                         Brett P. Griffin
President                               Agreement Officer


<PAGE>

                                TABLE OF CONTENTS

ARTICLES                                                        PAGE

ARTICLE I Scope of the Agreement .......................          4
ARTICLE II Term & Termination ..........................          6
ARTICLE III Management .................................          7
ARTICLE IV Administration ..............................          8
ARTICLE V Fiscal Management & Control ..................          9
ARTICLE VI Disputes ....................................         11
ARTICLE VII Patents ....................................         12
ARTICLE VIII Intellectual Property (Other Than Patents).         15
ARTICLE IX Subcontracts ................................         16
ARTICLE X Property .....................................         16
ARTICLE XI Civil Rights Act ............................         18
ARTICLE XII Security ...................................         18
ARTICLE XIII Disclaimers ...............................         18
ARTICLE XIV Warranty ...................................         18
ARTICLE XV Publicity & Publication .....................         18
ARTICLE XVI  Order of Precedence .......................         19
ARTICLE XVII Waiver of Rights ..........................         19
ARTICLE XVIII Severability .............................         19
ARTICLE XIX Entire Agreement, Modification and Execution         19




                                   ATTACHMENTS

               ATTACHMENT (1)Sample Task Description Document
               ATTACHMENT (2)Report Requirements
               ATTACHMENT (3)Security Specification
               ATTACHMENT (4)  Articles of Collaboration
               ATTACHMENT (5)  Participative Management Agreement


<PAGE>

1. This  Agreement is entered into between the United States  Government  acting
through the Naval  Undersea  Warfare  Center,  Division  Newport  (NUWCDIVNPT  )
hereinafter called "NUWCDIVNPT" and/or "the Government" and the Unmanned Surface
Vehicle (USV) Consortium  (referred to as the  "Consortium").  The Consortium is
comprised of Northrop Grumman Corporation,  a corporation organized and existing
under the laws of the State of Delaware (hereinafter called "Northrop Grumman"),
Raytheon  Company,  a corporation  organized and existing  under the laws of the
State of Delaware,  (hereinafter  called  "Raytheon") and,  Integrated  Maritime
Platforms  (formerly  TEAM ONE USA Inc.),  a corporation  organized and existing
under  the  laws of the  State of  Washington  (hereinafter  called  "Integrated
Maritime  Platforms")  herein  individually   referred  to  as  the  "Consortium
Members".

2. Collectively  NUWCDIVNPT and the Unmanned Surface Vehicle  Consortium will be
referred to as the "Team". The Team consists of the four aforementioned  members
as  depicted  in Figure 1.  This  Team will be bound by this  Other  Transaction
Agreement.

3. Hereinafter,  both NUWCDIVNPT and the Consortium together will be referred to
as the "Parties' and individually as "the Party".

WHEREAS  the members of the Team have  complementary  research  and  development
interests, and

WHEREAS  the Team  wishes  to apply  its  talents  and  experiences  to bring to
application and use by the United States  Department of Defense (D.o.D.) certain
maritime  Undersea  Warfare Combat  Vehicles  (UWCVs) as deployable,  off-board,
organic Undersea Warfare (USW) systems and to explore other related applications
for USVs, and

WHEREAS the UWCV applications are aimed at the United States Navy's requirements
for organic Undersea Warfare missions, and

WHEREAS the  Agreement  anticipates  receiving  funding  from the United  States
Government D.o.D. to perform additional  development  efforts in accordance with
the Purpose of the Agreement,

NOW THEREFORE it is agreed that the  Consortium  does hereby enter into an Other
Transaction  Agreement  for research and  development  of Prototype  UWCV's with
NUWCDIVNPT (hereinafter called the Agreement) as authorized under Section 845 of
Public Law 103-160 (National Defense  Authorization Act for fiscal year 1994, as
amended).



<PAGE>

ARTICLE I:  SCOPE OF THE AGREEMENT

A.  Purpose

1. The Purpose of this Agreement is to develop a military  capability to conduct
multiple undersea warfare missions using USVs with varying levels of manning and
autonomy through a multi-phase program named the Spartan Undersea Warfare Combat
Vehicle Program  (hereinafter  referred to as "the UWCV Program") 2. The Program
for application of UWCVs has these key aspects:

The  first  aspect  is  mission   modularity:   the  USV  platform  shall  be  a
reconfigurable maritime surface craft that can execute individually selective or
multiple  naval warfare  missions.  Through past  associations,  the  Consortium
Members and the Government  have performed  studies and analyses which show that
existing  surface craft are capable of carrying and deploying  sensor and weapon
payloads  that are  currently  in  development  or  operational  on aircraft and
undersea vehicles.

The second aspect is unmanned  operations:  the Consortium members have shown in
past  demonstrations  and products  that  existing  manned  surface craft can be
easily made to operate as unmanned vehicles using  non-developmental  technology
already  fielded for use on unmanned  aerial  vehicles,  other unmanned  surface
vehicles,  and unmanned undersea vehicles.  The USV thereby brings to the United
States naval fleet, a capability to perform missions  without putting  personnel
in harm's way. In  addition,  the craft can be operated as a manned  vehicle for
traditional missions such as troop transport.

The third aspect is organic deployability: the unmanned surface vehicle shall be
launched  and  recovered  from naval fleet  mother  vessels.  The USV shall have
minimal impact on its mother naval surface combatant or amphibious  warfare host
ship.   The  USV  should,   to  the  maximum  extent   possible,   use  existing
infrastructure,  i.e. it should be stored and launched  with  equipment  already
resident on the host ship; it should be maintained by personnel already assigned
to the mother ship.

The fourth  aspect is network  centric  warfare:  the USV shall be utilized as a
complementary  node in network centric warfare.  The USV is one of several nodes
(e.g. UUVs, UAVs,  naval warfare ships,  aircraft,  and fixed sites) that can be
linked in a network to provide the battle force  commander an extended  tactical
picture of the environment.  Therefore,  in addition to carrying various sensors
and weapons  payloads,  the USV carries a core  surveillance and  communications
suite capable of monitoring  the tactical  environment  and  communicating  with
other nodes or command platforms.

The fifth  aspect is the  assembly of  affordable  demonstration  USVs that will
allow certain high priority naval warfare  missions to be demonstrated in a four
year period  within  this UWCV  Program.  Specifically,  the  off-board  organic
missions of anti-submarine warfare (ASW) and in-stride mine avoidance (ISMA) are
high priority mission demonstrations for this UWCV Program.


<PAGE>

B.  Specific Performance Requirements

1.  The  Consortium  and  NUWCDIVNPT  shall  be  governed  by the  terms of this
Agreement.  Each member of the Team shall be  responsible  for its own workshare
under the UWCV Program and individual Phases which collectively make up the UWCV
Program.  Figure 2 represents this UWCV Program  structure.  The UWCV Program is
envisioned to cover  multiple  Phases,  each Phase  demonstrating  an increasing
capability  applied to a common  core USV.  Work under  this  Agreement  will be
initiated by the receipt of a funding document from a sponsor requesting work be
performed in a specific area of the UWCV Program.  The funding  document will be
accompanied  by a Task  Description  Document  (TDD)  which  will  provide  work
specifications,  the period of performance.  and budgetary data. A sample TDD is
attached to this  Agreement  as  Attachment  (1).  As the UWCV  Program is multi
phased,  over the term of the  Agreement  additional  development  phases may be
added,  and additional  TDDs  developed as a result.  The Team shall perform the
research  and  development  prescribed  in the  TDD(s),  and provide all reports
required by Attachment  (2),  Report  Requirements.  The "Final Report" shall be
provided  to the  Government  upon  the  completion  of this  Agreement,  or its
termination, whichever event occurs first.

2.  The  specific  items  deliverable  to  NUWCDIVNPT  will be  defined  in each
individual TDD.

3.  During  the  term of the  Agreement,  the  Government  and  the  Consortium,
collectively,  and the Consortium  Members,  individually,  agree to make a good
faith effort to accomplish the best possible research and development results in
a  spirit  of  cooperation  and  open  communication.  The  Government  and  the
Consortium will enter into a separate  Participative  Management  Agreement,  to
establish a mutually acceptable framework for achieving these goals.

C.  Authorities

1. This Agreement is an "Other Transaction"  pursuant to 10 U.S.C. ss. 2371, and
Section  845  of  Public  Law  103-160,  as  amended.  This  Agreement  is not a
procurement  contract,  or  grant,  cooperative  agreement,  or  other  type  of
agreement for the purpose of the Federal Acquisition Regulation (FAR) at Subpart
31.205-18.  The FAR and the Department of Defense FAR  Supplement  (DFARS) apply
only as specifically  referenced herein. Further, this Agreement is not intended
to  create,  nor  shall it be  construed  as, by  implication  or  otherwise,  a
corporation, partnership or other business organization.

D. Workshare Liability

1. The Parties agree that the Consortium,  and its individual Members, are bound
only to use  reasonable  good  faith  efforts  in  achieving  the  goals of this
Agreement.  The  Government  acknowledges  and agrees  that each party  shall be
liable only for its own  workshare  under the UWCV Program.  Consortium  Members
shall not be jointly  and  severally  liable for the  actions,  failures to act,
breaches of this  Agreement,  torts or any other  liabilities  whatsoever on the
part of another Consortium  Member.  Each Consortium Member shall be responsible
only for that effort  assigned by the Program  Management  Committee  (PMC),  as
defined in Article III A.4, and agreed to by the Consortium Member in accordance
with the  individual  Statement of Work as and any liability  arising out of the
members acts or omissions in connection with its respective assignment.


<PAGE>

2. The Government and the Consortium further agree that this Consortium does not
constitute a partnership (for tax or legal purposes) or a joint venture and that
none of the  Consortium  Members is  authorized to act as an agent for any other
except as expressly authorized in accordance with the Articles of Collaboration.
Each  Consortium  Member shall be responsible for payment of any tax which it is
required to pay under applicable federal, state or local statutes or regulations
resulting  from  its  performance  under  this  Agreement  or any  agreement  or
agreements  contemplated by or resulting from this Agreement.  As such,  nothing
contained in this  Agreement  shall be construed as providing for the sharing of
profits or losses arising out of the efforts of the Parties hereunder.

3. All employees of each  Consortium  Member to this Agreement  shall remain the
employees of such Party for all  purposes.  and each Party shall be  responsible
for the payment of the wages,  salaries  and benefits of its  employees  and all
payroll taxes, contributions,  travel expenses and other payments required to be
made with respect thereto.

ARTICLE II:  TERM & TERMINATION

A. Term

1.  This  Agreement  commences  on the date of the  last  signature  hereon  and
terminates  5 years  from that  date.  If all funds for a  particular  phase are
consumed prior to the end of such phase, the Team and each individual Consortium
Member has no obligation to continue  performance under that phase and may elect
to cease said performance at that point.

B. Termination

1. The  Consortium or the  Government  may terminate  this Agreement by a 30 day
advance written notice to the other Party,  provided that such written notice is
preceded by  consultation  between the  Parties.  Additionally,  the  Consortium
Members reserves the right to terminate their  participation in any phase of the
Agreement  in the event that an  Organizational  Conflict of Interest  situation
arises with a thirty day written notice.

2. Unless disposition  instructions are set-forth herein, the Government and the
Consortium  will negotiate in good faith a reasonable  and timely  adjustment of
all outstanding  issues between the Parties as a consequence of termination such
as, but not limited to,  payment for work  completed  including a  proportionate
amount of fee, the cost of settling and paying termination  settlement proposals
under terminated  subcontracts and the reasonable cost of settlement of the work
terminated.  The  failure of the  Parties to achieve  such  adjustment  shall be
resolved in accordance with Article VI, Disputes.


<PAGE>

3. In the event this Other Transaction is terminated, obligations of the parties
regarding the safeguarding  and handling of and rights in Intellectual  Property
and Proprietary Information shall survive the termination of the UWCV Program.

ARTICLE III:  MANAGEMENT

A. Management Responsibilities

1.  Figures 1 and 2 herein  describe the  relationships  between the Parties and
among  the  three  agreements  integral  to the UWCV  Program:  (1)  this  Other
Transaction  Agreement (OTA), (2) Articles of Collaboration  (AC) (Attachment 4)
and (3) a Participative Management Agreement (PMA) (Attachment 5).

2.  This  OTA  is an  agreement  between  NUWC  and  the  Consortium.  This  OTA
establishes  NUWC  Code  31,  the  Surface  Undersea  Warfare  Department,  as a
Technical Performance Member of the Spartan UWCV Team (the "Team").

3. The  Articles  of  Collaboration  for the  Industry  Consortium  establish  a
Consortium  Management  Committee for the purposes of directing  the  Consortium
(Refer  to  Fig  1).  The  AC  defines  the  decision-making  procedures  of the
Consortium Management  Committee.  The Consortium shall function pursuant to its
AC,  which  Articles  are in the  possession  of the Parties to this  Agreement.
Changes to the AC are the  prerogative of the Consortium.  The Consortium  shall
notify the AO prior to implementing such changes. Any changes in the AC requires
that requires a corresponding  change in the OTA,  including  expressions of the
intent of this OTA,  or changes  that  affect  the UWCV  Program,  requires  the
advance  approval of the Government.  The revised AC shall be incorporated  into
the Agreement through a modification to the Agreement.

4. The  Participative  Management  Agreement  establishes  a Program  Management
Committee  (PMC)  for the  purposes  of  managing,  controlling,  and  assessing
performance  of the  Spartan  UWCV Team  (Refer to Fig 1). The PMA  defines  the
decision-making  procedures of the UWCV Team.  The PMC defines  phases,  assigns
effort to the Technical  Performance Members and seeks customers for funding for
multiple  Phases of the UWCV  Program  (Refer  to Fig 2).  For each  Phase,  the
participating  members  produce a Phase  Management  Plan that describes how the
participating  members will carry out their  respective  workshares.  Workshares
will be derived  from  Technical  Description  Documents  (TDDs),  which will be
incorporated  into  this OTA when  each  order is  placed.  The TDDs set out the
customer's  requirements and desired deliverables.  The Phase Management Plan(s)
will describe the relationship of TDDs to Work Breakdown  Structure(s) (WBS) and
Statements of Work (SOW) for each Technical Performance Member.

5.  NUWCDIVNPT  Code 31  shall,  as a  consequence  of  collaborating  with  the
Consortium in the performance of research and development  under this Agreement,
monitor performance under this Agreement for the Government.

ARTICLE IV:  ADMINISTRATION


<PAGE>

The  following  personnel  of the  Parties  shall serve as points of contact for
their  respective  areas of  responsibility  in the execution of the  Agreement.
These  individuals may be changed by their respective Party upon notification to
the other Parties

For NUWCDIVNPT:

                              Technical and Programmatic Matters:
                              Mr. Alan L. Goodman, NUWCDIVNPT, Code 31
                              Spartan UWCV Program Manager
                              Phone:  (401) 832- 8674
                              E-mail: goodmanal@npt.nuwc.navy.mil

                              Contractual & Administrative Matters:
                              Mr. Brett Griffin, Agreements Officer
                              NUWCDIVNPT Code 5912
                              Phone: (401) 832-2150
                              E-mail: griffinbp@npt.nuwc.navy.mil

For the Consortium:

                              Technical and Programmatic Matters:
                              Michael Armenia, Program Manager
                              Phone:  (401) 842-2079, Fax: (401) 842-5229
                              E-mail: Michael_Armenia @res.raytheon.com

                              Contractual & Administrative Matters:

                              Norbert J. Rattay, Contract Administrator

                              Phone:  (401) 842-3997, Fax: (401) 842-5229
                              E-mail: Norbert_J_Rattay@res.raytheon.com

For the Administrative Agreements Officer (AAO a.k.a. ACO or AGO):

                           Defense Contract Management Command, Syracuse, GSO
                           Philip C. Goettel , Administrative Agreements Officer
                           Phone: (315) 448-7890, Fax: (315) 448-7921
                           E-mail: BSA6027@DCRB.DLA.MIL


For the Payment Office:

                              DFAS Columbus Center, DFAS-CO/Bunker Hill Division
                              P.O. Box 182077 Columbus, OH 43218-2077


ARTICLE V:  FISCAL MANAGEMENT & CONTROL


<PAGE>

A. By execution of this  Agreement,  the Consortium  enters into a single "Other
Transaction  Agreement" with NUWC pursuant to 10 U.S.C.  ss.2371 and under which
NUWCDIVNPT's  Agreement Officer shall receive funding from Sponsors and fund the
Consortium.

B.  The  Articles  of  Collaboration  establish  the  duties  of the  Consortium
Administrator  (CA)  empowered by the  Consortium  to  administer  the financial
aspects of the Undersea Warfare Combat Vehicle Program.

C. Name and Address of Financial Institution:

Integrated Maritime Platforms:

CAGE Code: 1UJ60

Bank of America
1000 Sixth Street
Bremerton, WA 98337
Phone: 1-360-478-7906
FAX: 1-360-478-7914
ABA - 125000024
Acct. - 11214202
Client Manager: Jeffery H. Reynolds (360)415-2535

The above  information  may be changed  by the  respective  Party  upon  written
notification to the other Party.

D. The CA will  report  quarterly  to the PMC at its  quarterly  meetings on the
finances of the Consortium. Additionally, the CA shall report monthly to the PMC
by  written  report on the  status of  finances.  E. In  addition,  the CA shall
prepare all  financial  reports  required by this OTA and submit such reports to
NUWCDIVNPT and the PMC, in accordance with TDD  requirements.  Each Member shall
provide the  required  financial  inputs to permit the CA to meet the  reporting
requirements.  The financial reporting will not include any Member's proprietary
financial or pricing information.

F. The tasks  performed by the CA shall be allowable  expenses to the Consortium
including but not limited to financial reporting.

G. All  Members  of the  Consortium,  as well as NUWC,  shall  participate  in a
cost/schedule   management  process.   Said  process  will  be  defined  in  the
Participative  Management Agreement and will be used as a management tool of the
Program Management Committee to plan/monitor workscope budgets and schedules.

H. Other Provisions

1. The Consortium and each individual  Consortium  Members obligation to perform
each Phase of this Agreement  shall be limited by the amount of funds  obligated
to this  Agreement  for each such phase and the amounts  allocated to individual
Members by the PMC under TDDs and subsidiary WBS items.


<PAGE>

2. The NUWC Technical Code(s) obligation to perform each Phase of this Agreement
shall be limited by the amount of funds  obligated  to this  Agreement  for each
such Phase and the amount  allocated  by the PMC under TDDs and  subsidiary  WBS
items.

I. Funding and Payment

1. Funding will be obligated against the OTA when TDDs are issued hereunder.

2. The  Consortium  will be reimbursed  for actual costs and  applicable  fee in
accordance with TDD(s).

3.  Consortium  Members  may not bill  more  often  than  once a month for costs
incurred in the  performance  of this  Agreement.  The original  invoice will be
submitted to the  Agreements  Officer  identified at Article IV. The  Agreements
Officer will then  transmit the signed  invoice to the DCM address at Article IV
and the Payment Office address at the Funding and Payment Article. A signed copy
will  also be  mailed to the  Consortium  Members.  Each  invoice  will  clearly
identify the total costs for all effort currently being invoiced.

4. The Government shall make payment to the Consortium Members when requested as
work  progresses,  in amounts  determined to be allowable in accordance with the
provisions of this Agreement.

J. The  Consortium  Members shall maintain  adequate  records to account for all
funding under this Agreement. The Consortium Members' relevant financial records
are subject to examination or audit by the Government for a period not to exceed
three (3) years after expiration of the period of performance of this Agreement.
The Government shall have direct access to sufficient records and information of
the Consortium Member, to ensure full  accountability for all funding under this
Agreement. The Government's audit/examination shall be limited to verifying that
the Consortium  Members incurred costs are in accordance with Generally Accepted
Accounting  Principles  (GAAP).  Such  audits,  examination,  or access shall be
performed  during business hours on business days upon prior written notice with
mutually  agreed to date and shall be  subject to the  business  confidentiality
requirements of the audited party.

ARTICLE VI: DISPUTES

A.  Resolution  procedure  for  disputes  between  the  Consortium  and the NUWC
Agreements Officer

1. The Consortium  shall submit disputes,  claims or controversies  (hereinafter
"claim" or "claims")  arising out of this Agreement to the  Agreements  Officer.
Claims shall  specify the nature and basis for the relief  requested,  and shall
include all data and relevant  facts in support of the claim.  Within 10 working
days after receipt of this notice by the Agreements Officer, an executive of one
of the  Consortium  Members  appointed by the Consortium to represent it and the
Agreements  Officer  shall  meet to  attempt  to  resolve  the  matter by mutual
agreement.  If the  matter  cannot be  resolved  by mutual  agreement  within 15
working days after receipt of a written request,  the Agreements  Officer shall,
within 45 days  after  receipt  of such  written  claim or  request,  proceed as
follows:


<PAGE>

a. Prepare a written  decision,  which shall include the basis for the decision,
the relevant facts on which the decision is based, or

b. Notify the Member of a date when a written  decision  will be rendered not to
exceed an additional 15 days.  The notice shall address why  additional  time is
needed and what, if any,  additional  information is required from the Member to
adjudicate the claim.

2. The Agreement Officer's decision is final, unless:

               a.  Appealed  to the  Director  of  NUWC,  Office  of  Management
Operations,  by  giving  written  notice  to the  Director  of NUWC,  Office  of
Management  Operations and to the Agreements  Officer within 90 calendar days of
receiving the decision of the Agreements Officer, or

               b. Suit is filed in the United  States  Court of  Federal  Claims
within 6 months of receiving the decision of the Agreements  Officer,  provided,
however,  that written notice of the intention to file said suit is given to the
Director of NUWC,  Office of Management  Operations,  within 90 calendar days of
receiving the decision of the Agreements Officer.

3. In the  event of an  appeal  filed  with the  Director  of  NUWC,  Office  of
Management  Operations,  the parties  shall  endeavor to agree upon an Alternate
Dispute  Resolution  (ADR)  technique  (such  as  discussions,   mediation,   or
mini-trial)  appropriate  to  resolve  any  dispute,  and  they  shall  use  ADR
procedures "to the maximum extent  practicable".  If the parties are not able to
agree  upon an ADR  technique,  or if they are not able to resolve  the  dispute
despite their  participation in an ADR proceeding,  the Director of NUWC, Office
of Management Operations, shall decide the appeal.

4. If the Director of NUWC,  Office of Management  Operations,  shall decide the
appeal, said decision shall be final.

B. Limitation of Damages

1. Claims for damages,  by either party, of any nature whatsoever  pursued under
this Agreement, or any way related to this Agreement, shall be limited to direct
damages only, up to the aggregate amount of NUWC funding disbursed for the Phase
under which the claim arose.

2. In no event  shall  either  Party be liable  for  claims  for  consequential,
punitive,  special  and  incidental  damages,  claims  for lost  profits  or for
attorney's  fees,  loss of use, rising out of or associated with the performance
of this Agreement.


<PAGE>

ARTICLE VII:  PATENTS

A. As used herein, "Invention" means any invention or discovery, which is or may
be patentable or otherwise protectable under Title 35 of the United States Code.

1.  Any  Invention  that is  first  conceived  by  employees  or  agents  of any
Consortium  Member in  connection  with the  performance  of this  Agreement and
funded by the Government shall,  unless expressly provided otherwise in any such
subsequent  contract,  be and remain the property of the Consortium Member whose
employees or agents developed same and is hereinafter  referred to as a 'Subject
Invention'.  All employees of each  Consortium  Member to this  Agreement  shall
remain the employees of such Consortium Member for all purposes.

2.  Unless  the  Consortium  Member  shall  have  notified  NUWCDIVNPT  that the
Consortium  Member does not intend to retain title, the Consortium  Member shall
retain  the entire  right,  title,  and  interest  throughout  the world to each
Subject  Invention  consistent with the provisions of this Article and 35 U.S.C.
ss. 202. With respect to any Subject  Invention in which the  Consortium  Member
retains  title,  the  Government  shall  have a  nonexclusive,  nontransferable,
irrevocable,  paid-up  license to practice,  or have  practiced on behalf of the
Government, but not for any commercial purpose, the Subject Invention throughout
the world.

3. The Consortium  Member shall disclose each Subject  Invention  within six (6)
months  after the  inventor  discloses  it in writing to his  company  personnel
responsible  for patent  matters.  The disclosure to NUWCDIVNPT  shall be in the
form of a written  report,  and shall  identify  the  Agreement  under which the
invention was made and the identity of the inventor(s). It shall be sufficiently
complete in technical detail to convey a clear understanding to the extent known
at the  time of the  disclosure,  of the  nature,  purpose,  operation,  and the
physical, chemical,  biological, or electrical characteristics of the invention.
The disclosure shall also identify any  publication,  sale, or public use of the
invention.  If the invention has not been  published,  the invention  disclosure
shall describe if and when the invention is intended (at the time of disclosure)
to be published.

4. If the Consortium  Member  determines that it does not intend to retain title
to any such  invention,  the  Consortium  Member  shall  notify  NUWCDIVNPT,  in
writing,  within one (1) year of disclosure to NUWCDIVNPT.  However, in any case
where publication,  sale, or public use has initiated the one (1)-year statutory
period  wherein  valid  patent  protection  can still be  obtained in the United
States, the period for such notice may be shortened by NUWCDIVNPT to a date that
is no more than  sixty  (60)  calendar  days  prior to the end of the  statutory
period.

5. The Consortium Member shall file its initial patent  application on a Subject
Invention to which it elects to retain title within two (2) years after election
of title or, if earlier,  prior to the end of the statutory period wherein valid
patent  protection can be obtained in the United States after a publication,  or
sale, or public use. The Consortium Member may elect to file patent applications
in additional  countries  (including  the European  Patent Office and the Patent
Cooperation  Treaty) within either ten (10) months of the corresponding  initial
patent  application or six (6) months from the date permission is granted by the
Commissioner  of Patents and  Trademarks  to file foreign  patent  applications,
where such filing has been prohibited by a Secrecy Order.


<PAGE>

6. Requests for extension of the time for disclosure election and filing may, at
the  discretion  of  NUWCDIVNPT,  and  after  considering  the  position  of the
Consortium Member, be granted.

7. Upon NUWC's written request,  the Consortium Member shall convey title to any
Subject Invention to NUWC under any of the following conditions:

a. If the  Consortium  Member fails to disclose or elects not to retain title to
the Subject Invention within the times specified in this Article; provided, that
the  Government  may only request  title within  ninety (90) calendar days after
learning of the failure of the Consortium Member to disclose or elect within the
specified times.

b. In those  countries  in which  the  Consortium  Member  fails to file  patent
applications within the times specified in this Article;  provided,  that if the
Consortium  Member has filed a patent  application  in a country after the times
specified in this  Article,  but prior to its receipt of the written  request by
NUWCDIVNPT the Consortium Member shall continue to retain title in that country;
or

c. In any country in which the  Consortium  Member  decides not to continue  the
prosecution of any application for, to pay the maintenance fees on, or defend in
reexamination or opposition proceedings on, a patent on a Subject Invention.

8. The  Consortium  Member shall  retain a  nonexclusive,  royalty-free  license
throughout the world in each Subject  Invention to which the Government  obtains
title. The license extends to all  subsidiaries  and affiliates,  if any, within
the  corporate  structure of the  Consortium  Member,  and includes the right to
grant  licenses of the same scope to the extent that the  Consortium  Member was
legally  obligated  to do so at the time the  Agreement  was  awarded and to its
customers and subcontractors. The license is transferable only with the approval
of  NUWCDIVNPT,  except when  transferred  to the  successor of that part of the
business  to which the  invention  pertains.  NUWCDIVNPT  approval  for  license
transfer shall not be unreasonably withheld.

9. The  Consortium  Member's  domestic  license  may be revoked or  modified  by
NUWCDIVNPT to the extent necessary to achieve expeditious, practical application
of the Subject  Invention  pursuant to an application  for an exclusive  license
submitted  consistent  with  appropriate  provisions  at 37 CFR Part  404.  This
license shall not be revoked in that field of use or the  geographical  areas in
which the Consortium Member has achieved practical  application and continues to
make the benefits of the  invention  reasonably  accessible  to the public.  The
license in any foreign  country may be revoked or modified at the  discretion of
NUWCDIVNPT  to the extent that the  Consortium  Member,  its  licensees,  or the
subsidiaries or affiliates have failed to achieve practical  application in that
foreign country.

10. Before  revocation or modification of the license,  NUWCDIVNPT shall furnish
the Consortium  Member a written notice of its intention to revoke or modify the
license,  and the  Consortium  Member shall be allowed thirty (30) calendar days
(or such other time as may be authorized  for good cause shown) after the notice
to show cause why the license should not be revoked or modified.


<PAGE>

11. The  Consortium  Member  agrees to execute or to have  executed and promptly
deliver to NUWCDIVNPT all instruments  necessary to (i) establish or confirm the
rights the Government  has  throughout the world in those Subject  Inventions to
which the Consortium Member elects to retain title, and (ii) convey title to the
Consortium Member when requested under this Article and to enable the Government
to obtain patent protection throughout the world in that Subject Invention.

12.  The  Consortium  Member  agrees  to  require,  by  written  agreement,  its
employees, other than clerical and non-technical employees, to disclose promptly
in writing to personnel  identified as  responsible  for the  administration  of
patent  matters each Subject  Invention  made under this Agreement in order that
the Consortium Member can comply with the disclosure provisions of this Article.
The Consortium Member shall instruct  employees,  through employee agreements or
other suitable educational  programs,  on the importance of reporting inventions
in sufficient time to permit the filing of patent applications prior to U. S. or
foreign statutory bars.

13. The  Consortium  Member  shall notify  NUWCDIVNPT  of any  decisions  not to
continue the  prosecution  of a patent  application,  pay  maintenance  fees, or
defend in a reexamination or opposition proceedings on a patent, in any country,
not less than thirty (30)  calendar  days before the  expiration of the response
period required by the relevant patent office.

14. The Consortium Member shall include,  within the specification of any United
States patent  application  and any patent  issuing  thereon  covering a Subject
Invention,  the following  statement:  "This  invention was made with Government
support under Agreement No. N66604-01-9-1264.  The Government has certain rights
in this invention."

15. The  Consortium  Member shall include this Article,  suitably  modified,  to
identify  the  subcontractor,  in all  subcontracts  or lower  tier  agreements,
regardless of tier, for experimental, developmental, or research work.

16. Upon request, the Consortium Member agrees to submit, during the term of the
Agreement,  an annual  report on the  utilization  of a Subject  Invention or on
efforts at  obtaining  such  utilization  that are being made by the  Consortium
Member or  licensees  or  assignees.  Such  reports  shall  include  information
regarding the status of development,  date of first  commercial sale or use, and
such  other data and  information  as the agency  may  reasonably  specify.  The
Consortium Member also agrees to provide  additional reports as may be requested
by  NUWCDIVNPT  in  connection  with  any  march-in  proceedings  undertaken  by
NUWCDIVNPT  in  accordance  with this  Article.  Consistent  with 35 U.S.C.  ss.
202(c)(5),  NUWCDIVNPT  agrees it shall not disclose such information to persons
outside the Government without permission of the Consortium Member.


<PAGE>

17.  Notwithstanding  any other provision of this clause,  the Consortium Member
agrees that it shall not grant to any person the exclusive  right to use or sell
any Subject  Invention in the United  States  unless such person agrees that any
product  embodying  the Subject  Invention  or  produced  through the use of the
Subject  Invention  shall be  manufactured  substantially  in the United States.
However,  in individual  cases,  the  requirements  for such an agreement may be
waived by NUWCDIVNPT upon a showing by the Consortium Member that reasonable but
unsuccessful  efforts  have  been made to grant  licenses  on  similar  terms to
potential  licensees  that would be likely to manufacture  substantially  in the
United States or that,  under the  circumstances,  domestic  manufacture  is not
commercially feasible.

B. No Consortium Member makes any representation,  warranty,  indemnification or
inducement with respect to the  infringement of intellectual  property rights of
third parties.

ARTICLE VIII:  INTELLECTUAL PROPERTY (OTHER THAN PATENTS)

A. This  Article  concerns  rights in  Intellectual  Property by and between the
Government  and the  Consortium.  Rights in  Intellectual  Property by and among
members  of the  Consortium  are  addressed  in  the  Consortium's  Articles  of
Collaboration.

B. As used herein  "Proprietary  Information"  sha1l mean technical  information
(including  data,  know-how,   trade  secrets  and  unpatented  inventions)  and
commercial or business information which is treated as proprietary or privileged
by the disclosing Consortium Member, which is disclosed to the NUWCDIVNPT hereto
in  connection  with  this  Agreement,  and  which  is  not  otherwise  publicly
available.

C. Any  Proprietary  Information  that is owned or controlled by any  Consortium
Member prior to the date of this Agreement, or which is acquired or developed by
a Consortium Member  independently of its performance of this Agreement or other
government  contract  shall at all times  continue to be owned or  controlled by
said Consortium Member and is hereinafter referred to as "Background Proprietary
Information".  The government shall receive no rights in Background  Proprietary
Information. Any Proprietary Information that is first conceived by employees or
agents of any  Consortium  Member in  connection  with the  performance  of this
Agreement,  unless expressly provided otherwise in any such subsequent contract,
will be and remain the  property of the  Consortium  Member  whose  employees or
agents developed same and is hereinafter referred to as "Foreground  Proprietary
Information". The Government shall receive Limited Rights (meaning the rights to
use, modify,  reproduce,  release,  perform,  display,  or disclose  Proprietary
Information,  in whole or in part,  within  the  Government)  in all  Foreground
Proprietary  Information  delivered to the Government under this Agreement.  The
Government  may not,  without the written  permission of the  Consortium  Member
asserting  Limited  Rights,  release or  disclose  the  Proprietary  Information
outside the  Government,  use the  Proprietary  Information to  manufacture,  or
authorize  the  Proprietary  Information  to be used by  another  non-Government
party.

D. Any Data  delivered to the Government  under this  Agreement  shall be marked
with the following legend:


<PAGE>

         "Use,  duplication,  or disclosure is subject to the  restrictions  set
forth in Agreement  No.  N66604-01-9-1264  between  NUWCDIVNPT  and the Unmanned
Surface Vehicles Consortium."

ARTICLE IX: SUBCONTRACTS

The Consortium is authorized to use commercial  practices  under this Agreement.
This  authorization  includes,  but is not limited to,  waiver from  competitive
bidding where the Consortium deems that it is appropriate and relief from normal
flow-down requirements to subcontractors, if any, under the UWCV Program.

ARTICLE X  PROPERTY

A. Definitions

1. "Property" means any tangible  personal property other than property actually
consumed during the execution of work under this Agreement.

B. Title to Property

1. The  Government  shall  retain  title to all  property  purchased  with  100%
Government  Funds  under this  Agreement.  Should any item of  property  with an
acquisition value greater than $100,000 be required, the Consortium shall obtain
prior written  approval of the Agreements  Officer.  Each Technical  Performance
Member (TPM) shall be responsible  for protection,  and  preservation of Program
property  at its own  expense  when such  property  is in the  custody or on the
premises  of the TPM.  The Team shall be  responsible  for the  maintenance  and
repair of Program Property and this will be an allowable  billable expense under
this Agreement. Each Technical Performance Member shall establish and maintain a
program  for the  use,  maintenance,  repair,  protection  and  preservation  of
Government  property  in  accordance  with sound  business  practices.  Title to
Property  acquired  with  more  than  one  Consortium  member's  funds  for  the
performance  of this  Agreement  will be as determined by mutual  agreement,  as
evidenced in writing,  through the Consortium  Management Committee prior to the
acquisition  thereof.  Title to Property  acquired  with one or more  Consortium
member's funds and Government funds will be as determined by mutual agreement of
the Program Management Committee prior to the acquisition of such property. Such
mutual  agreement  will be evidenced  in a writing  signed by the members of the
Program  Management  Committee.  Any property purchased by any Consortium Member
with its own funds and used in the  performance  of this  Agreement  will remain
with such Consortium Member.

C. Disposition of Property

1. At the completion of the term of this Agreement,  items of property titled to
the Government shall be disposed of in the following manner:


<PAGE>

               a. Purchased by the Consortium at an agreed-upon price, the price
to represent fair market value,  with the proceeds of the sale being returned to
NUWC; or

               b. Transferred to a Government  research  facility with title and
ownership being transferred to that Government organization; or

               c.  Donated to a  University  or  technical  learning  center for
research purposes; or

               d. Any other mutually agreeable disposition procedure.

D.  Damage or Loss of Government Property

1. In recognition of the experimental and  developmental  nature of this effort,
the Government and the Consortium hereby agree that,  notwithstanding  any other
provision of this  Agreement to the contrary,  the Consortium and the Consortium
Members individually,  shall not be liable for loss or destruction of, or damage
to the property of the Government, including any prototypes delivered under this
Agreement,  or for  expenses  incidental  to such loss,  destruction  or damage,
except where such loss or  destruction of the  Government  property  provided or
acquired under this Agreement :

a. Results from a risk  expressly  required to be insured under this  Agreement,
but only to the extent of the insurance required to be purchased or maintained;

b. That  results  from a risk that is in fact  covered by insurance or for which
the Member is otherwise reimbursed,  but only to the extent of such insurance or
reimbursement;

c. That occurs during the  performance of any tests or  demonstrations  required
under any TDD of this Agreement or which occurs after  Government  acceptance of
any prototypes or equipment  delivered  under this contract and results from any
defects or  deficiencies  in the  prototypes  or  equipment  or in the  services
performed  by the  Consortium,  as long as those  defects do not result from the
willful or negligent  misconduct of any of the  Consortium  Members'  managerial
personnel who have supervision or direction of all or  substantially  all of the
Consortium Members' business.

d. That  results from  willful  misconduct  or lack of good faith on the part of
Member's managerial personnel; or

e.  That  results  from a  failure  on the  part  of a  Member,  due to  willful
misconduct  or  lack of  good  faith  on the  part  of the  Member's  managerial
personnel to establish and administer a program or system for the control,  use,
protection, preservation or maintenance of Government property.

ARTICLE XI:  CIVIL RIGHTS ACT

This  Agreement is subject to the  requirements  of Title VI of the Civil Rights
Act of 1964 as amended  (42 U.S.C.  2000-d)  relating  to  nondiscrimination  in
federal programs.


<PAGE>

ARTICLE XII:  SECURITY

This research and  development  shall be provided  protection as required by the
appropriate security  requirements stated in the DD Form 254, attached hereto as
Attachment (2). The highest level of classification  involved in the performance
of this Agreement is expected to be SECRET. The highest security  classification
of any item  deliverable  under this  Agreement  is expected to be SECRET.  This
Agreement document, itself, is unclassified.

ARTICLE XIII:  DISCLAIMERS

Such  information  as may be  transmitted or exchanged by the Parties under this
Agreement  shall  not  constitute  any  representation,   warranty,   assurance,
guarantee,  or  inducement  by  any  Party  to the  other  with  respect  to the
infringement  of any patent or proprietary  right owned or controlled by a third
party.

ARTICLE XIV:  WARRANTY

No warranty  of any kind  whatsoever  is offered or made,  either  expressed  or
implied, by virtue of this Agreement.

ARTICLE XV:  PUBLICITY & PUBLICATION

Any data release, news release, public announcement,  advertisement, publication
or  publicity,  released by either Party to this  Agreement  that  concerns this
Agreement,  shall be  subject to prior  approval  of the other  Party.  Any such
publicity shall give due credit to the  contributions of each Party. The Parties
agree to provide  each  other  with an  advanced  copy of any  manuscript  to be
released  in any  publication  or  symposium  presentation  when the  manuscript
utilizes data derived from this Agreement.  The copy shall be sent  sufficiently
in advance to afford the other Party time to review the  manuscript  and provide
its concurrence  before the manuscript is published or presented at a symposium.
This Article shall not proscribe  NUWCDIVNPT  from satisfying  either  statutory
obligations,  or Department of Defense administrative  requirements that concern
public affairs releases.

ARTICLE XVI:  ORDER OF PRECEDENCE

In the  event of any  inconsistency  between  the  terms of this  Agreement  and
language set forth in the Task Description  Document or any other attachments to
this Agreement,  the inconsistency shall be resolved by giving precedence in the
following order: (1) The Agreement, (2) the Task Description Document(s) and (3)
all other Attachments to the Agreement.

ARTICLE XVII:  WAIVER OF RIGHTS


<PAGE>

Any waiver of any  requirement  contained in this  Agreement  shall be by mutual
agreement of the  Parties.  Any waiver shall be reduced to writing and a copy of
the waiver shall be provided to each Party.  Failure to insist upon  performance
of any of the terms and conditions of the Agreement shall not be deemed a waiver
of any rights by any Party.

ARTICLE XVIII  SEVERABILITY

If any clause,  provision or section of this  Agreement is held to be illegal or
invalid by any court, the invalidity of such clause,  provision or section shall
not affect any of the remaining clauses,  provisions or sections hereof and this
Agreement  shall be construed and enforced as if such illegal or invalid clause,
provision or section had not been contained herein.

ARTICLE XIX: ENTIRE AGREEMENT AND MODIFICATION

A. This Agreement constitutes the entire agreement of the Parties and supersedes
all prior  and  contemporaneous  agreements,  understandings,  negotiations  and
discussions  among the  Parties,  whether  oral or written,  with respect to the
subject matter hereof.

B. This  Agreement may be changed,  modified,  or otherwise  revised only by the
consent  of the  Government  and the  Consortium,  and  such  consent  shall  be
evidenced  by  a  written  bilateral  modification  to  this  Agreement.   Minor
administrative  changes,  such as changes in the paying  office,  may be made to
this Agreement unilaterally by the Government.

C. This Agreement,  or  modifications  thereto,  may be executed in counterparts
each of which shall be deemed as original, but all of which taken together shall
constitute one and the same instrument.


<PAGE>







                                 ATTACHMENT (1)
                        SAMPLE TASK DESCRIPTION DOCUMENT
                          FY01 SPARTAN UWCV DEVELOPMENT
                         TASK DESCRIPTION DOCUMENT (TDD)

The  Consortium in Phase 1 of the Prototype  Project,  will examine the 7-m Navy
Standard rigid-hull inflatable boat (RHIB) as a potential ASW and In Stride Mine
Avoidance asset,  and report on the same. The details of performance  under this
Task Description  Document shall be as agreed to by the Parties through the PMC.
The final  version of the TDD shall be  incorporated  into this  Agreement  by a
modification thereto.


                                 ATTACHMENT (2)

                               REPORT REQUIREMENTS

               With the exception of the Final Report,  all reports listed below
shall be provided as follows:  two (2) copies shall be provided to the NUWC Code
31; and one (1) copy shall be provided to the NUWC Agreements  Officer.  For the
purpose of this Attachment, a "plan" is a report.

A.             QUARTERLY STATUS REPORT

               Beginning  forty-five (45) calendar days after the effective date
of this Agreement, and quarterly thereafter at quarterly PMC meetings throughout
the  term of the  Agreement,  the  Consortium  shall  provide  a  status  report
consisting of two (2) major sections.

               1.  Technical  Status:  This  section  shall  detail  the  Team's
technical  progress to date and report all problems,  technical issues, or major
developments,  and external  collaborations  during the  reporting  period.  The
Consortium's form/format is acceptable.

               2.  Business  Status:  This  section  shall  detail the status of
resources  relative to the Team's expenditure  profiles.  Any major deviations (
plus or minus 10% of cost/schedule  Management  profiles  contained in the Phase
Management  Plan(s)) shall be explained along with proposed  adjustment actions.
The Consortium's form/format is acceptable.

B.             SPECIAL TECHNICAL REPORTS


<PAGE>

               As specified in the TDD's  between the  Consortium  and NUWC Code
31, the Consortium  shall,  from time to time,  provide to NUWC Code 31 selected
special reports on significant events or subjects.

C.            FINAL REPORT

              1. The  Consortium  shall  provide  a Final  Report  of all  major
developments  by the  Consortium  within  sixty  (60)  calendar  days  after the
termination of this Agreement.

              2. The Final Report shall be marked with a Distribution  Statement
to  denote  the  extent  of its  availability  for  distribution,  release,  and
disclosure  without  additional  approvals or  authorizations.  The Final Report
shall be marked on the front  page in a  conspicuous  place  with the  following
marking:

                  "DISTRIBUTION  STATEMENT B.  Distribution  authorized  to U.S.
                  Government  agencies,  only.  Other requests for this document
                  shall  be  referred  to  NUWC,  ATTN:  Technical   Information
                  Officer."


                                 ATTACHMENT (3)

                             SECURITY SPECIFICATION


<PAGE>

                                 ATTACHMENT (4)

                            ARTICLES OF COLLABORATION
                                     FOR THE

                      UNMANNED SURFACACE VEHICLE CONSORTIUM


<PAGE>

                                 ATTACHMENT (5)

                       PARTICIPATIVE MANAGEMENT AGREEMENT