JWOD
PROGRAM AGREEMENT




THIS JWOD
PROGRAM AGREEMENT (the “Agreement”) is entered into
as of the ________ day of June, 2004 (by and between Omniglow
Corporation (“Omniglow”), a Delaware corporation, having its principal place of
business at 96 Windsor Street, West Springfield, Massachusetts 01089, and LC
Ind., Inc. (“LCI”), a non-profit, North Carolina corporation, having its
principal place of business at 4500 Emperor Boulevard, Durham, North Carolina
27703. Omniglow and LCI are referred to herein individually as a “Party” and
together as the “Parties”.




WHEREAS,
both Parties are committed to creating, participating in and supporting a
program (the “Program”) under the Javits-Wagner-O’Day Act (“JWOD
Act”) for the manufacture, packaging, sale and supply of the chemiluminescent
devices specified in Exhibit A attached hereto (“Products”) required by the
United States Government. For purposes of this Agreement, the term “United
States Government” shall mean and include all agencies and other entities acting
on behalf of the government of the United States for purposes of procuring
Products for use by United States personnel and agencies, including, but not
limited to, the U.S. General Services Administration, Defense Logistics Agency,
and U.S. Base Stores operated directly or in partnership by LCI or National
Industries for the Blind (“NIB”) or NISH.




WHEREAS,
LCI is a non-profit corporation and has received an exclusive assignment from
NIB to manufacture, package and supply the Products.




Omniglow
Corporation


Confidential







WHEREAS,
Omniglow qualifies as a “small business concern” under the U.S. Small Business
Act.




WHEREAS,
Omniglow (or its predecessor) has been the exclusive manufacturer and supplier
of the Products to the United States Government since 1972, and Omniglow
anticipates that it would continue to be such exclusive manufacturer and
supplier if it did not contract with LCI under this Agreement.




WHEREAS,
LCI estimates that its manufacturing, packaging and supply of the Products
pursuant to this Agreement will result in the creation of a minimum of twelve
(12) jobs for people who are blind.




WHEREAS,
Omniglow is a supporter of the JWOD Act and its goals and objectives, and, in
furtherance thereof, is interested in creating a long term exclusive business
relationship with LCI, by means of this Agreement.




WHEREAS,
Omniglow is the owner of several U.S. Patents, trade secrets, and know-how
relevant to the manufacture of Products and other chemiluminescent devices
(collectively, the “Proprietary Know-how”).




WHEREAS,
LCI requires the Proprietary Know-how and Intellectual Property of Omniglow to
be able to manufacture, package and supply the Products to the United States
Government.




WHEREAS,
Omniglow is willing to transfer the Proprietary Know-how to LCI on a
royalty-free basis to allow LCI to perform under this Agreement.




Accordingly,
the Parties desire to enter into this Agreement to evidence the terms governing
the Program and the terms upon which, among other things, Omniglow will be the
sole and exclusive supplier of certain Product subassembly parts, materials and
equipment to LCI for the manufacture by LCI of Products to be supplied to the
United States Government.


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The
Parties agree as follows:




1.           Term.




(a)
              The
      term of this Agreement (“Term”) will commence on the Effective Date (as
      defined in Section 1(b)) and, unless earlier terminated as provided in
      this Agreement, will continue for five (5) years from the Effective Date
      (the “Initial Term”). At the end of the Initial Term, the Term shall
      automatically extend for an additional five (5) year period (the “First
      Extension Term”) unless Omniglow gives written notice of termination to
      LCI at least 365 days prior to the last day of the Initial Term.
      Thereafter, the Term shall be automatically extended for two (2)
      additional five (5) year periods (the “Second Extension Term” and the
      “Third Extension Term”, respectively) unless Omniglow gives written notice
      of termination to LCI at least 365 days prior to the last day of the First
      Extension Term or the Second Extension Term, as the case may be. After the
      Third Extension Term, if any, the Term may be extended for additional one
      (1) year periods upon mutual written agreement of the Parties. For that
      purpose, at least one hundred eighty (180) days prior to the expiration of
      (i) the Third Extension Term, if any, and (ii) each one (1) year portion
      of the Term thereafter, if any, the Parties shall arrange a meeting to
      discuss whether to extend the Term.
      The Parties shall hold such meeting at a mutually agreeable place and
      time, and each Party shall have in attendance at least one senior
      corporate official with authority to confirm an extension of the Term.
      Further, each Party agrees to act reasonably and in good faith in
      considering whether to extend the Term. If Omniglow gives written notice
      to LCI of termination pursuant to this Section 1(a) or if the Term
      expires, notwithstanding the resulting termination or expiration of the
      Agreement, Omniglow agrees to continue to provide to LCI the services,
      subassembly parts, and materials set forth in Exhibit B upon the terms
      contained herein, for a reasonable period (not to exceed one (1) year,
      unless otherwise agreed to by Omniglow), for the sole purpose of allowing
      LCI to provide Products in satisfaction of the requirements of all
      contracts between LCI and the United States Government that are
      outstanding as of the end of the then current portion of the Term. For
      purposes of this Agreement, “Term” shall mean (unless earlier terminated
      as provided in this Agreement) the (i) Initial Term, (ii) until and unless
      this Agreement is terminated by Omniglow as provided in this Section 1(a),
      any Extension Terms, and (iii) any additional one (1) year periods, if
      any, that are agreed upon by the
Parties.


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(b)
            Notwithstanding
      anything else contained herein, this Agreement shall become effective only
      upon the fulfillment of the following condition precedent: The Committee
      for Purchase from the Blind or Other Severely Disabled (the “Committee”)
      lists the Products on its Procurement List (the “Procurement List”). In
      such event, the “Effective Date” of this Agreement shall be same date as
      the effective date of the first contract between LCI and the United States
      Government for the Products.


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2.          
Duties and Responsibilities of the Parties.




(a)
            LCI
      shall have sole responsibility for the
  following:




(i)
            obtaining
      and maintaining, at LCI’s expense, all contracts, licenses, permits or
      other authorizations from the United States Government that are necessary
      to supply Products thereto under the JWOD Act, in order for LCI to fulfill
      its obligations contemplated under this
  Agreement;




(ii)
            compliance
      with all JWOD Act requirements;




(iii)
            obtaining
      the necessary equipment, services, subassembly parts and materials from
      Omniglow and other vendors, and providing the services, as set forth on
      Exhibit B attached hereto;




(iv)
            manufacturing,
      packaging and supplying Products to the United States Government in
      accordance with the requirements of all contracts between LCI and the
      United States Government;


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(v)
            providing
      to Omniglow, when requested, information on orders, shipments, remaining
      inventory levels of Products, subassembly parts and
    materials;




(vi)
            abiding
      by all rules, regulations, and directives established by the Committee
      related to the sale of Products under the JWOD
  Act.




(vii)
            as
      to any agreements necessary or convenient for LCI to enter into with the
      Committee or NIB in connection with the supply of Products to the United
      States Government, including, but not limited to agreements regarding
      Product pricing, informing Omniglow thereof and conferring with Omniglow
      regarding them, on a timely basis, but not later than ninety (90) days
      prior to the JWOD Annual Price
Review.




(b)
            Omniglow
      shall have the sole responsibility for the
  following:




(i)
              providing
      to LCI the services, subassembly parts, and materials set forth in Exhibit
      B so as to allow LCI to supply the Products in accordance with the time
      requirements of the contracts between LCI and the United States
      Government, subject to LCI’s compliance with the procedures for
      forecasting, inventory maintenance, ordering and other matters as are
      established by the parties pursuant to sub-section (c)
    below;


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(ii)
            selling
      or leasing to LCI all equipment necessary for LCI to manufacture the
      Products; and




(iii)
            complying
      with all rules, regulations, and directives established by the Committee
      that LCI provides to Omniglow in writing and that are consistent with the
      terms of this Agreement.




(c)
            Omniglow
      and LCI agree to work together and with all necessary third parties to
      maximize sales of Products to the United States Government. Prior to
      commencement of the operations described above, Omniglow and LCI shall
      therefore meet and confer to establish formal written procedures for
      forecasting Product sales, setting inventory levels for Products,
      subassembly parts and other materials, ordering lead times, and such other
      matters as are necessary to efficiently work together to allow LCI to
      provide Products as required by the United States Government. Omniglow and
      LCI also agree to discuss and negotiate in good faith for the inclusion in
      this Agreement of all enhancements and replacements of the Products, if
      any, or a separate agreement with regard to the
  same.




3.           Compensation
to LCI for Sales of Products to the United States Government.




LCI will
receive the full price from the United States Government for all sales of
Products made thereto in accordance with the terms of this Agreement, subject to
the terms of compensation of Omniglow set forth below.


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4.           Compensation
to Omniglow for Supply of the Services, Subassembly Parts, and Materials Set
Forth in Exhibit B.




(a)          LCI
will pay Omniglow for services, subassembly parts, and materials supplied by it
hereunder at the prices set forth in Exhibit B. All such prices are subject to
increase, annually; provided, however, that the aggregate of such price
increases by Omniglow hereunder during each of the Initial Term, the First
Extension Term, the Second Extension Term and the Third Extension, as the case
may be, may not exceed ten percent (10%) of the price in effect at the
commencement of the Initial Term, the First Extension Term, the Second Extension
Term or the Third Extension Term, as applicable, respectively; and, provided
further, that to the extent that any price increase allowed under the foregoing
proviso cannot be recovered by LCI by an increase in its price of the
corresponding Product or Products to the United States Government, Omniglow’s
price increase shall be limited to 50% of the increase to which Omniglow would
otherwise be entitled. Such increases, if any, shall be communicated to LCI by
Octoberl of each year and shall become effective on January 1 of the following
year, commencing January 1, 2005.




(b)           Payment
to Omniglow shall be due on a net thirty (30) day basis, in accordance with
Omniglow invoices.




(c)           The
sale or lease of equipment by Omniglow to LCI shall be separately
negotiated.




(d)           Should
Omniglow not receive full compensation as contemplated herein and in Exhibit B
for any reason (other than a breach of this Agreement by Omniglow), Omniglow
shall have the right to terminate this Agreement ten (10) days after written
notice to LCI that it has not received full compensation and LCI’s failure to
deliver same within such ten (10) day period.


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5.           
Termination Rights.




(a)          
LCI will have the right to terminate this Agreement upon written notice to
Omniglow if: (i) Omniglow is in breach of any term, condition, warranty or
covenant of this Agreement and fails to cure that breach within sixty (60) days
after receipt of written notice of such breach; (ii) Omniglow files a petition
for bankruptcy, becomes insolvent, admits in writing to insolvency or inability
to pay its debts or perform its obligations as they mature, or makes an
assignment for the benefit of creditors; (iii) Omniglow has a petition in
bankruptcy filed against it and it is not dismissed within sixty (60) days of
the filing date; (iv) any change occurs in the legal or regulatory requirements
applicable to the subject matter of this Agreement that would render performance
of a material obligation of LCI hereunder illegal or otherwise subject to legal
challenge, unless performance of such material obligation is waived by Omniglow
within sixty (60) days following receipt by Omniglow of written notice of
termination from LCI; or (v) Omniglow liquidates, commences dissolution
proceedings or sells substantially all of its assets (other than in the context
of a merger or acquisition of Omniglow and subject to assignment and assumption
in accordance with Section 23 of this Agreement); (vi) the Products are no
longer listed on the Procurement List; (vii) LCI no longer has any contracts to
supply Products to the United States Government; (viii) LCI does not obtain or
loses its authority to participate in the Program, or to participate in the
Program on an exclusive basis; or (ix) another non-profit corporation that is a
member of NIB or NISH receives an assignment for the manufacture or supply of
the Products or a portion thereof.


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(b)           Omniglow
will have the right to terminate this Agreement upon written notice to LCI if:
(i) LCI is in breach of any term, condition, warranty or covenant of this
Agreement and fails to cure that breach within sixty (60) days after receipt of
written notice of such breach; (ii) LCI files a petition for bankruptcy, becomes
insolvent, admits in writing to insolvency or inability to pay its debts or
perform its obligations as they mature, or makes an assignment for the benefit
of creditors; (iii) LCI has a petition in bankruptcy filed against it and it is
not dismissed within sixty (60) days of the filing date; (iv) any change occurs
in the legal or regulatory requirements applicable to the subject matter of this
Agreement that would render performance of a material obligation of Omniglow
hereunder illegal or otherwise subject to legal challenge, unless performance of
such material obligation is waived by LCI within sixty (60) days following
receipt by LCI of written notice of termination from Omniglow; (v) LCI does not
obtain or loses its authority to participate in the Program or to participate in
the Program on an exclusive basis; (vi) LCI breaches or is in default under any
contract entered into between it and the United States Government for the supply
of Products and such default is not due to the failure of Omniglow to supply
services, subassembly parts, or materials to LCI in accordance with this
Agreement; (vii) LCI liquidates, commences dissolution proceedings or sells
substantially all of its assets (other than in the context of a merger or
acquisition of LCI and subject to assignment and assumption in accordance with
Section 23 of this Agreement); (viii) the Products are no longer listed on the
Procurement List; (ix) LCI no longer has any contracts to supply Products to the
United States Government; or (x) another non-profit corporation that is a member
of NIB or NISH receives an assignment for the manufacture or supply of the
Products or a portion thereof.


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(c)           Upon
termination of this Agreement for any reason, LCI shall return to
Omniglow any and all equipment provided to it by Omniglow in connection with
LCI’s performance hereunder, except as may be otherwise provided in any other
agreement that may be entered into between the Parties in connection with such
equipment.




6.           Exclusive
Program Agreement.




(a)            The
parties agree that this Agreement will be the exclusive arrangement
for each of them for the supply of Products to the United States Government
under the JWOD Act. For purposes of clarity, the Parties acknowledge and agree
that, notwithstanding anything else contained herein, Omniglow has previously
submitted a bid to the United States Government to supply all requirements
thereof for certain chemical light devices and accessories, similar to but
differing from the Products, solicited under U.S. Defense Supply Center
Solicitation SPO560-03-R-0169, and that to the extent that Omniglow is awarded a
contract to supply any of such devices or accessories, it will do so directly,
not subject to this Agreement and without the participation of LCI.
Additionally, if the United States Government solicits Products outside of the
JWOD Act for any reason, Omniglow may supply such Products to the United States
Government directly, not subject to this Agreement and without the participation
of LCI. LCI shall not manufacture or sell any Products to the United States
Government other than those containing the subassembly parts and materials
supplied by Omniglow, as described in Exhibit B, and LCI shall not sell any
Products or any other chemiluminescent devices to any entity other than the
United States Government without Omniglow’s prior written
consent.


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(b)      
In view of the close cooperation which shall be required to execute the Program,
the expenditures which shall be incurred, and the necessity to exchange the
Proprietary Know-how and other confidential business and technical information
for the purposes of this Agreement, LCI agrees that until this Agreement expires
or is terminated in accordance with the provisions herein, LCI shall not
participate in any manner in the preparation or submission of proposals or bids
or any part thereof, by itself or by any third party, relating to or competitive
with this Agreement or the Program, nor provide any services, data, information
or other assistance to any third party in furtherance thereof nor enter into any
agreement with any third party for the provision of services or materials
relating to or competitive with this Agreement or the Program, without the prior
written consent of Omniglow, which Omniglow may grant or withhold in its sole
and absolute discretion.


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7.           Confidentiality.




In the
performance of or otherwise in connection with this Agreement, one Party
(“Discloser”) may disclose to the other Party (“Recipient”) certain Confidential
Information of the Discloser. “Confidential Information” means any information
of either Party that is not generally known to the public, whether of a
technical, business or other nature (including, but not necessarily limited to,
trade secrets, know-how and information relating to such Party’s technology,
customers, business plans, product information, promotional and marketing
activities, finances and other business affairs of such Party) and which a
reasonable business person would deem confidential. The Recipient will treat the
Discloser’s Confidential Information confidentially, and during and after the
Term will: (a) use the Confidential Information of the Discloser solely for the
purposes of performing under this Agreement; (b) take suitable precautions and
measures to maintain the confidentiality of the Confidential Information of the
Discloser; and (c) not disclose or otherwise furnish the Confidential
Information of the Discloser to any third party other than employees or
independent contractors of the Recipient who have a need to know the
Confidential Information to perform its obligations under this Agreement,
provided such employees or independent contractors are obligated to maintain the
confidentiality of the Confidential Information and the Discloser has authorized
such disclosure in advance.


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The
obligations under this Section will not apply to any: (a) approved use or
approved disclosure of any information pursuant to the exercise of the
Discloser’s rights under this Agreement; (b) information that is generally known
or available to the public other than through a violation of this Agreement; (c)
information that is obtained by the Recipient from a third party (other than in
connection with this Agreement) who was not under any obligation of secrecy or
confidentiality with  respect to such information; (d) information
that is independently developed by the Recipient without reference to any
Confidential Information; (e) any disclosure required by applicable law,
provided that the Recipient will use reasonable efforts to give advance notice
to and cooperate with the Discloser in connection with any such disclosure, and
provided further that the Recipient shall limit such disclosure to only that
information that is required to be disclosed; and (f) any disclosure made with
the explicit consent of the Discloser. The Recipient shall promptly return to
the Discloser all copies of any Confidential Information of the Discloser in its
possession or control upon written request, made at any time either before or
after any termination or expiration of the Term.




8.     
     Intellectual Property Ownership and
Licenses.




Each
Party owns and shall retain all right, title and interest in its own
intellectual property rights, including without limitation, names, logos,
trademarks, service marks, trade dress, copyrights, patents, and proprietary
technology; provided, however, that Omniglow hereby grants to LCI, for the
period during which this Agreement remains in effect, an exclusive, royalty-free
license under all Proprietary Know-how owned by Omniglow which is applicable to
Products or the services, subassembly parts, and materials to be provided by
Omniglow hereunder, to make, use and sell Products, solely for the purpose of
supplying Products to the United States Government in accordance with the terms
of this Agreement.


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Subject
to the owning Party’s prior written approval, each Party grants the other a
revocable, non-exclusive, license to use, reproduce and transmit its name,
logos, trademarks, service marks, and trade dress, solely for the purpose of
effectuating each Party’s respective obligations hereunder during the Term.
Neither Party may sublicense, assign or transfer any such licenses for any
purpose, and any attempt at such sublicense, assignment or transfer shall be
void ab initio.




It is the
intention of the Parties that the Products will be co-branded with the brands of
both Parties. The Parties will therefore engage in good faith negotiations to
agree upon co-branded packaging for the Products and will co-own any
intellectual property rights associated with any co-branding developed for use
with the Products and not previously owned by either party.




9.         
Warranties and Representations.




Each
Party (the “Warranting Party”), to induce the other Party to enter into this
Agreement, represents, warrants and covenants that: (1) the Warranting Party has
the full corporate right and authority, and possesses all licenses, permits,
authorizations and rights to intellectual property required to enter into this
Agreement and to perform the acts required of it hereunder; (2) the performance
by the Warranting Party pursuant to this Agreement and/or the rights herein
granted to the other Party will not conflict with or result in a breach or
violation of any of the terms or provisions, or constitute a default under any
agreement by which the Warranting Party is bound; (3) the Warranting Party owns
all right title and interest in and to its marks and all associated intellectual
property rights (including, with respect to Omniglow, the Proprietary Know-how),
and none of its marks or any other related materials or items delivered to the
other Party by the Warranting Party under this Agreement will violate,
misappropriate or infringe any intellectual property right or other right of any
third party; and (4) with respect to the performance of its obligations
hereunder, the Warranting Party will comply with all applicable laws, rules and
regulations.


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Omniglow
represents and warrants to LCI that each sub-assembly part supplied by Omniglow
to LCI hereunder will meet the specification for such sub-assembly part
referenced on Exhibit B and their respective specifications books.




LCI
represents and warrants to Omniglow that (i) as of the date of this Agreement,
LCI has the exclusive assignment from NIB to manufacture or supply the Products
to the United States Government and no other non-profit corporation which is a
member of NIB or NISH has such an assignment from NIB or NISH or the Committee,
and (ii) to LCI’s actual knowledge and based on LCI’s understanding of the JWOD
laws, rules and regulations in effect as of the date of this Agreement, no other
non-profit corporation that is or may become a member of either NIB or NISH will
receive an assignment under the JWOD laws, rules and regulations in effect as of
the date of this Agreement from either NIB or NISH or the Committee for the
manufacture, package or supply of the Products to the United States Government
so long as LCI’s assignment from NIB for same is in full force and
effect.




The
representations and warranties and covenants in this section are continuous in
nature and shall be deemed to have been given by each Party at execution of this
Agreement and at each stage of performance hereunder. These representations,
warranties and covenants shall survive termination or expiration of this
Agreement.


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EXCEPT
FOR THE SPECIFIC REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, NEITHER PARTY
MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.




10.         Indemnification
and Limitation of Liability.




Each
Party (the “Indemnifying Party”) hereby agrees to indemnify, defend and hold
harmless the other Party (the “Indemnified Party”) and its affiliates,
directors, officers, employees and agents, from and against any and all
liability, claims, losses, damages, injuries or expenses (including reasonable
attorneys’ fees) brought by a third party, arising out of a breach, or alleged
breach, of any of its representations, warranties, covenants or obligations
herein or resulting from or based on any negligent or wrongful act or omission
committed by the Indemnifying Party, or its officers, directors, agents or
employees related to the Indemnifying Party’s performance under this
Agreement.




In no
event shall either Party be liable to the other Party for any incidental,
indirect or consequential damages (including, but not limited to, lost profits)
arising from or related to any services performed or goods developed pursuant to
this Agreement.


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11.         Compliance
with Laws.




The
parties, in the performance of this Agreement, shall fully comply with any and
all applicable federal, state and local laws, rules, regulations and ordinances,
including, without limitation, Section 27 of the Office of Federal Procurement
Policy Act, 41 U.S.C. 423, including all implementing regulations and other
governmental implementation thereof. Insofar as relevant, the parties shall
likewise comply with all laws and rules of foreign countries that may be
applicable. To the extent that any such laws, ordinances, regulations or rules
require their inclusion in this Agreement, they are hereby incorporated by this
reference.




In
addition, the parties agree to provide promptly to each other any and all
information and certifications requested by the other and required by the
Government.




Each
party agrees to indemnify and save harmless the other party, its officers,
employees and agents from and against any claims, liabilities, losses or costs,
including reasonable attorney’s fees, attributable to or resulting from its
noncompliance with the requirements of this Section.




This
indemnification shall survive the termination of this Agreement.




12.         Employees.




The
parties agree that during the term of this Agreement and for a period of one (1)
year after the expiration or termination of this Agreement, neither party shall,
without the advance written consent of the other, actively solicit for
employment any person or persons employed by the other who is working on or with
respect to this Agreement or the Program.


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13.         Scope
of Agreement.




This
Agreement shall relate only to the Program, and nothing herein shall be deemed
to:




(a)           Confer
any right or impose any obligation or restriction on either Party with respect
to any other program effort or marketing activity at any time undertaken by
either Party, jointly or separately; or




(b)           Preclude
either Party from soliciting or accepting a prime contract or subcontract from
any third party prime contractor (or subcontractor of any tier) under any other
program or under the JWOD Act for any services, parts, devices or products not
covered by this Agreement; or




(c)           Limit
the rights of either Party to promote, market, sell, lease, license or otherwise
dispose of its other services, parts, devices or products, except where such
would conflict with the obligations of the Party under this
Agreement.




14.    Relationship.




Each
Party shall act as an independent contractor and shall have no authority to
obligate or bind the other in any respect. Nothing contained herein shall cause
either Party to be deemed to be a partner or venturer with the other or to
create or establish any partnership or venture between the
Parties.


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15.         Disruption
of Performance.




If
performance hereunder is prevented, restricted or interfered with by any act or
condition whatsoever beyond the reasonable control of a Party, the Party so
affected, upon giving prompt written notice to the other Party, shall be excused
from such performance to the extent of such prevention, restriction or
interference; provided, however, that during the continuance of such condition,
the unaffected party may take reasonable steps to obtain its benefits under this
Agreement from another source; and, provided further, that if such situation
continues for one hundred twenty (120) days, the unaffected party may terminate
this Agreement in its entirety upon written notice to the affected party at any
time thereafter, so long as such condition continues.




16.         Non-competition.




LCI
agrees that it will not compete with Omniglow, directly or indirectly, in the
manufacture or sale, in any form, of the Products, services, subassembly parts
or materials that are the subject of this Agreement during the Term and, for a
period of one (1) year thereafter. This clause does not apply if LCI properly
terminates this Agreement: (i) as a result of Omniglow’s breach pursuant to
Clause 5(a); or (ii) pursuant to Section 15 above.




17.         Publicity.




Neither
Party will issue any press release or make any other public announcement or
otherwise disclose any information relating to the transactions contemplated by
this Agreement without the prior written consent of the other Party hereto,
which consent will not be unreasonably withheld, conditioned or delayed except
that any Party may make any disclosure required to be made by it under
applicable law if such Party determines in good faith that it is appropriate to
do so and gives prior written notice to the other Party.


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18.        
Disputes.




Each
Party commits that in the event a dispute should arise under this Agreement or
relating in any manner hereto, the Parties shall first endeavor to resolve their
dispute by good faith negotiations between the Parties. In the event the Parties
are unable to resolve the matter, the Parties agree to attempt in good faith to
mediate their dispute within thirty (30) days after the dispute initially arose,
using a third party mediator. All mediation proceedings shall be confidential,
and no information exchanged in such mediation shall be discoverable or
admissible in any litigation involving the Parties. Notwithstanding the
foregoing, in the event that either party requires, prior to or pending
mediation, an equitable remedy to protect its interest or must file a lawsuit to
preclude a defense that the statute of limitations has expired, it shall have
the right to commence litigation limited to such purposes.




In the
event the Parties are unable to mediate their dispute to satisfactory
resolution, then any litigation between the Parties shall be conducted in
Federal District Court in Springfield, Massachusetts, if the dispute satisfies
the jurisdictional amount, and if there is diversity between the Parties. If
such conditions are not satisfied, then the matter may be litigated in state
court in the City of Springfield, Massachusetts. Each Party hereby consents to
the jurisdiction of all of said courts for purposes of this
Agreement.


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19.       
   Governing Law.




The laws
of the Commonwealth of Massachusetts shall govern the validity, construction,
scope, and performance of this Agreement, without giving effect to the conflict
of laws rules thereof, except as to provisions hereof that are governed by the
laws of the United States.




20.        
  Remedies.




Unless
otherwise expressly provided herein, the rights and remedies of the Parties
under this Agreement are in addition to, and not in limitation of, any other
rights and remedies that may exist at law or in equity, and the exercise of one
right or remedy shall not be deemed a wavier of any other right or
remedy.




21.         Counterparts.




This
Agreement may be executed in one or more counterparts, all of which taken
together shall form one and the same instrument. The Parties agree that
execution may be achieved in any format convenient to the Parties.




22.         Severability.




The
provisions of this Agreement are independent of and separable from each other,
and no provision shall be affected or rendered invalid or unenforceable by
virtue of the fact that for any reason any other or others of them may be
invalid or unenforceable in whole or in part.




23.         Assignment.




Neither
this Agreement nor any interest herein may be assigned, in whole or in part, by
either party without the prior written consent of the other party; provided,
however, that if either party is the subject of a merger or acquisition, the
Agreement may be assigned to the entity participating in or resulting from the
merger or acquisition so long as such entity assumes, in writing, all of the
assigning party’s obligations under this Agreement and written confirmation of
such assignment and assumption are delivered to the other
party.


22


24.         Modification.




Neither
Party may modify any of the terms and conditions contained in this Agreement
without the prior written consent of the other Party and no modification shall
be effective unless it is in writing and signed by the Parties.




25.         Notice.




Any
notice, request, instruction or other document to be given hereunder by either
Party to the other shall be in writing, and delivered personally or by overnight
courier, express mail, or certified mail, return receipt requested, postage
prepaid (such mailed notice to be effective on the date such receipt is signed
by the receiving Party), as follows:




If
      to Omniglow:
                Omniglow
      Corporation
                  96
      Windsor Street
                  West
      Springfield, MA 01089
                  Attention:
      PresidentIf
      to LCI:
                LC
      Ind., Inc.4500
      Emperor Boulevard
                  Durham,
      North Carolina 27703
                  Attention:
      President




26.         Integration.




This
Agreement, together with all Exhibits attached hereto, constitutes the entire
agreement between the Parties with respect to the subject matter hereof. This
Agreement supersedes, and the terms of this Agreement govern, any prior
agreements with respect to the subject matter hereof with the exception of any
prior confidentiality agreements between the Parties.


23




27.       
Authority.




The
Parties represent and certify that they have received the approval of their
respective Board of Directors to enter this Agreement.




IN WITNESS WHEREOF,the
Parties have duly executed and delivered this Agreement as of the date first set
forth above.





LC
      IND., INC.
                  
                  OMNIGLOW
      CORPORATIONBy:
                  /s/
      William L. Hudson
                  
                  By:
                  /s/
      Thomas C. McCarthyWilliam
      L. Hudson, President
                  
                  
                  For
      Fred Kaplan,
President





24




EXHIBIT
A




PRODUCTS





Product
      (NSN)6260-01-178-55606260-01-074-42296260-01-247-03636260-01-195-97536260-01-230-86016260-01-178-55596260-01-247-03686260-01-218-51466260-01-074-42306260-01-196-01366260-00-106-74786260-01-282-76306260-01-265-06146260-01-247-03626260-01-265-06126260-01-247-03676260-01-265-0613


25




EXHIBIT
B




The
services, subassembly parts and materials to be provided by Omniglow and LCI,
respectively, and the amounts payable to Omniglow for the services, subassembly
parts and materials provided by it, shall be subject to change over time, as set
forth below and in the following Schedules:




1. 
 From Agreement
Inception through December 31, 2005 (“Phase I”):




Omniglow
shall manufacture and ship to LCI the subassembly parts for the Products
specified on Schedule I hereto (the “Schedule I Parts”), as ordered by
LCI.




Upon
request by LCI, Omniglow will provide reasonable technical assistance services
to LCI at no additional cost.




LCI shall
obtain other necessary subassembly parts from other vendors, QC the incoming
Schedule I Parts and other subassembly parts, manufacture and warehouse the
Products in accordance with the specifications of the United States Government,
and shall pick, pack and ship them in accordance with purchase orders
therefor.




At the
option of LCI, Omniglow shall sell or lease machinery necessary for Product
manufacturing during Phase I to LCI pursuant to a mutually acceptable agreement
to be negotiated between the Parties.




Schedule
I Part numbers, specifications, Product references and prices from Omniglow to
LCI during Phase I are set forth on Schedule I hereto.




2.  
From January 1, 2006
through December 31, 2008 (“Phase II”):




Omniglow
shall manufacture and ship to LCI the subassembly parts for the Products
specified on Schedule II hereto (the “Schedule II Parts”), as ordered by
LCI.




Upon
request by LCI, Omniglow will provide reasonable technical assistance services
to LCI at no additional cost.




LCI shall
obtain other necessary subassembly parts from other vendors, QC the incoming
Schedule II Parts and other subassembly parts, manufacture and warehouse the
Products in accordance with the specifications of the United States Government,
and shall pick, pack and ship them in accordance with purchase orders
therefor.


26




At the
option of LCI, Omniglow shall sell or lease additional machinery necessary for
Product manufacturing during Phase II to LCI pursuant to a mutually acceptable
agreement to be negotiated between the Parties.




Schedule
II Part numbers, specifications, Product references, and prices from Omniglow to
LCI during Phase II are set forth on Schedule II hereto.




3.   
From January 1, 2009
and Thereafter (“Phase III”):




During
Phase III, the Parties will explore the feasibility of expanding LCI’s
manufacturing responsibilities to include one or more of the
following:




(a)
            injection
      molding of subassembly plastic
parts;




(b)
              filling
      of injection molded subassembly parts with subassembly chemicals and
      subassembly filled ampoules, and sealing such
  parts;




(c)
            subassembly
      chemical filling and sealing of glass ampoules;
  and




(d)
            subassembly
      manufacturing of glass ampoules.




At the
option of LCI, Omniglow shall sell or lease additional machinery necessary for
Product manufacturing during Phase III to LCI pursuant to a mutually acceptable
agreement to be negotiated between the Parties.




Subassembly
part numbers, specifications, Product references, and prices from Omniglow to
LCI during Phase III shall be adjusted as appropriate to account for the
transfer of any additional manufacturing responsibilities from Omniglow to
LCI.


27




SCHEDULE
I




PHASE I




OMNIGLOW
SUBASSEMBLY PART NUMBERS,


SPECIFICATIONS. PRODUCT
REFERENCES AND PRICES





Omniglow
      Part No.
                                
                                Specification
      Index
                                
                                Product
      Reference (NSN)
                                
                                Initial
      Price*No.*****
                                
                                1
                                
                                6260-01-178-5560
                                
                                ******
                                
                                2
                                
                                6260-01-074-4229
                                
                                ******
                                
                                3
                                
                                6260-01-247-0363
                                
                                ******
                                
                                4
                                
                                6260-01-195-9753
                                
                                ******
                                
                                5
                                
                                6260-01-230-8601
                                
                                ******
                                
                                6
                                
                                6260-01-178-5559
                                
                                ******
                                
                                7
                                
                                6260-01-247-0368
                                
                                ******
                                
                                8
                                
                                6260-01-218-5146
                                
                                ******
                                
                                9
                                
                                6260-01-074-4230
                                
                                ******
                                
                                10
                                
                                6260-01-196-0136
                                
                                ******
                                
                                11
                                
                                6260-00-106-7478
                                
                                ******
                                
                                12
                                
                                6260-01-282-7630
                                
                                ******
                                
                                13
                                
                                6260-01-265-0614
                                
                                ******
                                
                                14
                                
                                6260-01-247-0362
                                
                                ******
                                
                                15
                                
                                6260-01-265-0612
                                
                                ******
                                
                                16
                                
                                6260-01-247-0367
                                
                                ******
                                
                                17
                                
                                6260-01-265-0613
                                
                                ***




*Price is
per subassembly part.




**Specifications
1 through 17 are set forth in


Omniglow
Specifications Manual


for Phase I
Subassembly Parts for LCI




*** -
Confidential treatment requested. Confidential portions of this agreement have
been redacted and have been separately filed with the Commission.
  28


SCHEDULE
II


PHASE II




OMNIGLOW
SUBASSEMBLY PART NUMBERS,


SPECIFICATIONS, PRODUCT
REFERENCES AND PRICES





Omniglow
      Part No.
                            
                            Specification
      Index
                            
                            Product
      Reference (NSN)
                            
                            Estimated
      Initial Price*No.*****
                            
                            18
                            
                            6260-01-178-5560
                            
                            ******
                            
                            19
                            
                            6260-01-074-4229
                            
                            ******
                            
                            20
                            
                            6260-01-247-0363
                            
                            ******
                            
                            21
                            
                            6260-01-195-9753
                            
                            ******
                            
                            22
                            
                            6260-01-230-8601
                            
                            ******
                            
                            23
                            
                            6260-01-178-5559
                            
                            ******
                            
                            24
                            
                            6260-01-247-0368
                            
                            ******
                            
                            25
                            
                            6260-01-218-5146
                            
                            ******
                            
                            26
                            
                            6260-01-074-4230
                            
                            ******
                            
                            27
                            
                            6260-01-196-0136
                            
                            ******
                            
                            28
                            
                            6260-00-106-7478
                            
                            ******
                            
                            29
                            
                            6260-01-282-7630
                            
                            ******
                            
                            30
                            
                            6260-01-265-0614
                            
                            ******
                            
                            31
                            
                            6260-01-247-0362
                            
                            ******
                            
                            32
                            
                            6260-01-265-0612
                            
                            ******
                            
                            33
                            
                            6260-01-247-0367
                            
                            ******
                            
                            34
                            
                            6260-01-265-0613
                            
                            ***




* Price
is per subassembly part. Initial prices set forth above are estimated and are
subject to increase upon inception of Phase II, depending upon Omniglow’s cost
experience between the date of this Agreement and January 1,
2006.




**Specifications
18 through 34 are set forth in Omniglow Specifications Manual for Phase II
Subassembly Parts for LCI.






29