EXHIBIT 4.1
                             SUBORDINATED NOTES



      THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES 
      ACT OF 1933, AS AMENDED (THE "'33 ACT") OR ANY STATE SECURITIES LAWS, 
      AND HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW 
      TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.  THIS 
      NOTE MAY NOT BE RESOLD, TRANSFERRED OR ASSIGNED UNLESS REGISTERED OR 
      QUALIFIED UNDER THE `33 ACT AND APPLICABLE STATE SECURITIES LAWS, 
      UNLESS SUCH RESALE, TRANSFER OR ASSIGNMENT IS EXEMPT FROM THE 
      REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH LAWS.


                               PROMISSORY NOTE

$100,000.00                                              September ___, 1997
                                                         Seattle, Washington

      FOR VALUE RECEIVED, Datamarine International Inc., a Massachusetts 
corporation ("Maker"), with its principal offices at 7030 220th S.W., 
Mountlake Terrace, Washington 98043, promises to pay to ______________ or 
order ("Holder"), at _____________________________
_______________________________________________, or such other address as 
Holder may designate from time to time, the sum of One Hundred Thousand 
Dollars and No Cents ($100,000.00) plus interest thereon as set forth below.

      1.   Interest.  Interest on the outstanding principal balance of this 
note shall accrue at the rate of ten percent (10%) per annum.

      2.   Warrant Coverage.  In consideration of Holder making the loan 
evidenced by this note, Maker shall issue and deliver to Holder a Common 
Stock Purchase Warrant in the form of Exhibit A attached hereto for 1,680 
shares of Common Stock of Maker.  In addition, as a condition to Maker's 
exercise of the Extension Option (as defined in Section 3 below), Maker 
shall issue and deliver to Holder an additional Common Stock Purchase 
Warrant in the form of Exhibit A attached hereto for 1,680 shares of Common 
Stock of Maker (the "Extension Warrant").

      3.   Payment.  Interest only shall be payable in arrears on a 
quarterly basis commencing December ___, 1997.  Subject to Section 4(b), the 
entire principal sum and all accrued but unpaid interest and any other sums 
payable hereunder shall be due and payable in full on March ___, 1998 
("Maturity Date"); provided, that unless the note is in default, the Maker 
may at its option extend the Maturity Date until September ___, 1998 by 
written notice to Holder delivered, together with the Extension Warrant, at 
any time prior to March ___, 1998 (the "Extension Option").

      4.   Prepayment.

           (a)  Optional.  Upon ten (10) days prior written notice to 
Holder, this note may be prepaid and redeemed in whole or in part at any 
time, without penalty or premium, at a redemption price equal to (i) in the 
case of a redemption in whole, the outstanding principal balance of this 
note together with all accrued but unpaid interest and any other sums 
payable hereunder or (ii) in the case of a redemption in part, a 
proportionate amount of such outstanding principal balance, accrued but 
unpaid interest and other sums, in each case as the date of redemption.

           (b)  Mandatory.  This note shall be prepaid and redeemed in full 
within ten (10) days of the consummation of a Qualified Financing (as 
defined below), at a redemption price equal to the then-outstanding 
principal balance of this note together with all accrued interest and any 
other sums payable hereunder.  For these purposes, "Qualified Financing" 
means a convertible debt or equity financing resulting in gross proceeds to 
Maker of at least $1,250,000.

      5.   Security.  This note is secured by a security interest in 
inventory, general intangibles and accounts receivable of Maker (the 
"Collateral") pursuant to a Security Agreement in the form of Exhibit B 
attached hereto.  Holder acknowledges certain Collateral is subject to 
existing security interests of Silicon Valley Bank and that Holder's 
security interest with respect to such Collateral is subordinate to the 
security interests of Silicon Valley Bank.

      6.   Subordination.  The indebtedness evidenced by this note is hereby 
expressly subordinated, to the extent and manner provided herein, to the 
Senior Bank Loan (as hereinafter defined).  As used herein, Senior Bank Loan 
means all amounts (including without limitation all interest and principal, 
late charges, collection costs and sums paid for the purpose of protecting 
any security for the Senior Debt) owing to Silicon Valley Bank (the "Bank"), 
its successors and assigns, in respect of a revolving line of credit from 
Bank to Maker pursuant to that certain Loan Modification Agreement between 
Bank and Maker (together with all amendments and modifications thereof 
hereafter entered into) and any future advances under the Senior Bank Loan 
or extensions, replacements, renewals or refinancings of the Senior Bank 
Loan.  No payment on account of principal or interest on this note shall be 
made if, at the time of such payment or immediately after giving effect 
thereto, there shall exist a default on the Senior Bank Loan and such 
default shall not have been waived in writing by the Bank.  The Bank may 
not, however, restrict in any manner the payment of principal or interest 
due the Holder provided that an event of default, as defined in the 
financing agreements between Maker and Bank, has not occurred and is not 
continuing and would not exist immediately after such payment. Furthermore, 
the Bank may not in any manner restrict the Holder's right to convert the 
note into shares of Datamarine International, Inc. common stock as provided 
for in Section 8.

      7.   Event of Default.  Except as provided in Section 8 below, Holder 
may declare this note in default, and this note shall become due and payable 
in full at the option of Holder without further notice or demand, in any of 
the following circumstances (an "Event of Default"): (i) if any of the 
indebtedness, including but not limited to the principal, the interest, or 
any other obligation arising hereunder, is not paid when due, whether by 
acceleration or otherwise, (ii) if Maker breaches any other covenant or 
agreement under this note, (iii) if Maker files a petition seeking relief 
under the bankruptcy or similar law of the United States or any state or 
other competent jurisdiction, or is the subject of an involuntary petition 
under any such laws which is not dismissed within ninety (90) days after the 
filing thereof, or seeks or consents to the appointment of a receiver or 
trustee for itself or any part of its property, or makes a general 
assignment for the benefit of creditors, or admits in writing its inability 
to pay its debts as they become due, (iv) if Maker's Senior Bank Loan is in 
default, or (v) if at any time the outstanding principal balance of this 
note exceeds 90% of the aggregate of amount inventory (valued at cost) and 
accounts receivable of Maker less the total amount of the Senior Bank Loan 
then outstanding. Maker shall promptly notify Holder in writing of the 
occurrence of any Event of Default.

      8.   Conversion on Default.  Upon an Event of Default, in lieu of 
declaring the note due and payable as provided in Section 7 above, Holder 
shall have the right to convert the note into shares of Datamarine 
International, Inc. common stock. The conversion rate shall be equal to T / 
(A*.75), where:
T = The sum of unpaid principal and interest due at the time of the default.
A = The average of the closing prices of the Maker's common stock as 
    reported on NASDAQ on the five trading days prior to the default.

Holder has 60 days following an event of default to exercise the right to 
convert the note into shares.  Holder has the right to request and Maker 
agrees to immediately commence the filing of a registration statement 
covering any such shares and to complete such registration within 60 days.  
Holder has the option of commencing such registration and incurring on 
behalf of the Maker up to $10,000 in expenses if the Maker cannot otherwise 
complete the registration of such shares.

      9.   Priority of Notes.  This note is issued as one of a series of 
notes of like tenor (the "Capital Notes") issued by Maker.  Each such 
Capital Note is pari passu with the other Capital Notes.  Maker covenants, 
and Holder acknowledges, that any payments made with respect to any Capital 
Note (whether at maturity, in prepayment, on acceleration or otherwise) 
shall be made pro rata to the holders of the Capital Notes according to the 
amount of unpaid principal and interest due on each Capital Note as compared 
to the total unpaid principal and interest due on all Capital Notes.

      10.  Miscellaneous.

           (a)  Waivers.  Maker and any endorser or guarantor of this note 
severally waive presentment, demand for payment, notice of dishonor, protest 
and all other demands and notices (except as required in Section 5).

           (b)  Costs.  Maker hereby agrees to pay Holder's reasonable legal 
fees and costs incurred in connection with the making of the loan evidenced 
by this note.  In any effort or action brought to collect under this note or 
to enforce its terms, whether legal action is actually filed, litigated or 
prosecuted to judgment of award, Maker agrees to pay all costs and expenses 
incurred, including without limitation, reasonable attorneys' fees.

           (c)  Senior Bank Loan.  Maker warrants that as of the execution 
date of the note it is not in default on the Senior Bank Loan.

           (d)  Governing Law.  This note shall be governed by Washington 
law.


                                       DATAMARINE INTERNATIONAL INC.,
                                        a Massachusetts corporation




                                       By 
                                         ---------------------------
                                              David Thompson
                                              Its___________


                                  EXHIBIT A


      NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF 
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR 
      ANY STATE SECURITIES ACT (COLLECTIVELY, THE "SECURITIES LAWS").  THEY 
      MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT IN 
      COMPLIANCE WITH SECTION 7 OF THIS WARRANT AND UNLESS THE SECURITIES 
      (I) ARE REGISTERED UNDER THE SECURITIES LAWS OR (II) ARE EXEMPT FROM 
      REGISTRATION UNDER THE SECURITIES LAWS AND THE COMPANY IS PROVIDED AN 
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION 
      IS NOT REQUIRED.


No. ___                                      WARRANT TO PURCHASE UP TO
ISSUED: September ___, 1997                  1,680 SHARES OF COMMON STOCK


                       DATAMARINE INTERNATIONAL, INC.

                        COMMON STOCK PURCHASE WARRANT

      THIS IS TO CERTIFY that, for value received, and subject to the terms 
and conditions of this Warrant, _______________, the registered holder 
hereof (the "Holder"), is entitled, at any time and from time to time during 
the period commencing on the date hereof and ending on the date of the 
termination of this Warrant as provided in Section 4 (the "Exercise 
Period"), to subscribe for and purchase, upon exercise of this Warrant, up 
to One Thousand Six Hundred and Eighty (1,680) fully paid and nonassessable 
shares of Common Stock (the "Warrant Stock") of Datamarine International, 
Inc., a Massachusetts corporation (the "Company"), at a price of $.10 per 
share (the "Warrant Price").

      This Warrant is subject to the following additional terms and 
conditions:

      1.   Method of Exercise.  This Warrant may be exercised in whole at 
any time or from time to time in part, but not as to a fractional share of 
Common Stock, by delivering to the Company, during the Exercise Period: (i) 
the attached form of Election to Purchase, duly completed and executed by 
the Holder, (ii) this Warrant, and (iii) payment of the Warrant Price in 
cash or by check, for each share purchased; provided, however, that in lieu 
of exercising this Warrant by payment of the aggregate Warrant Price in 
cash, at the Holder's option this Warrant may be exercised in whole or in 
part from time to time by a "net exercise" as follows:  upon written notice 
to the Company that the holder intends to exercise this Warrant in whole or 
in part, the Holder shall be entitled to receive the number of shares of 
Warrant Stock equal to the quotient obtained by dividing [(A - B) (C)] by A, 
where:

           A = The fair market value of one share of Warrant Stock
           B = The Warrant Price
           C = The number of shares of Warrant Stock issuable upon such 
               exercise if the Warrants had been exercised with a cash 
               payment.

The fair market value of one share of Warrant Stock shall be the average of 
the closing prices of the Company's Common Stock as reported on NASDAQ on 
the five trading days prior to the date of exercise.  If the Company's 
Common Stock is not then quoted on NASDAQ, the fair market value shall be 
determined in good faith by the Board of Directors of the Company.

      2.   Delivery of Stock Certificates.  Within twenty (20) days after 
the exercise of this Warrant (in full or in part), the Company, at its 
expense, shall issue in the name of and deliver to the Holder (a) a 
certificate or certificates for the number of fully paid and nonassessable 
shares of Warrant Stock to which the Holder shall be entitled upon such 
exercise and (b) unless this Warrant has expired, a new Warrant representing 
the number of shares (except a remaining fractional share) of Warrant Stock, 
if any, with respect to which this Warrant shall not have been exercised.  
The Holder shall for all purposes be deemed to have become the holder of 
record of such shares of Warrant Stock on the date on which this Warrant is 
surrendered and payment on the Warrant Price is made, irrespective of the 
date of delivery of the certificate or certificates representing the Warrant 
Stock; provided that, if the date of such surrender and payment is a date 
when the stock transfer books of the Company are closed, such person shall 
be deemed to have become the holder of record of such shares of Warrant 
Stock at the close of business on the next succeeding date on which the 
stock transfer books are open.

      3.   Covenants as to Warrant Stock.  The Company covenants and agrees 
that all shares of Warrant Stock issued pursuant to the terms of this 
Warrant will, upon their issuance, be validly issued and outstanding, fully 
paid and nonassessable.  The Company further covenants and agrees that the 
Company will at all times have authorized and reserved a sufficient number 
of shares of its Common Stock to provide for the exercise of the rights 
represented by this Warrant.  At any time after one year from the date of 
exercise of this Warrant, the Company shall, upon written request of the 
Holder and at the Company's expense (other than underwriting discounts, if 
applicable), use its best efforts to effect such registration of the Warrant 
Stock under the Securities Act of 1933, as amended (the "Securities Act"), 
and the rules and regulations thereunder as would permit or facilitate the 
public sale and distribution by the Holder of the Warrant Stock; provided, 
however, that the Company shall have no obligation to effect a registration 
of the Warrant Stock if the Holder may sell the Warrant Stock to the public 
pursuant to Rule 144 under the Securities Act without the lapse of any 
further time.  The Company covenants and agrees that if it otherwise files a 
registration statement under the Securities Act, and such registration 
statement could include the Warrant Stock, such Warrant Stock will be 
included in the registration statement.  If such registration is in 
connection with an underwritten public offering the Holder of the Warrant 
Stock must enter into the underwriting agreement.

      4.   Termination.

           (a)  Upon a merger, consolidation, acquisition of all or 
substantially all of the property or stock, reorganization or liquidation of 
the Company (collectively, a "Reorganization"), as a result of which the 
shareholders of the Company receive cash, stock or other property in 
exchange for their shares of Common Stock, this Warrant shall be canceled 
and all rights granted hereunder shall terminate; provided, however, that 
the Company shall have delivered to the Holder notice of the Reorganization, 
and the Holder shall have acknowledged receipt of such notice, no less than 
30 business days before the date scheduled for the Reorganization and that 
the Holder shall have the right immediately prior to the Reorganization to 
exercise this Warrant.

           (b)  If not sooner canceled pursuant to the provisions of Section 
4(a), this Warrant shall be canceled and the rights granted hereunder shall 
terminate at the close of business on the fifth anniversary of the issuance 
of the Warrant.

           (c)  The date of termination of this Warrant as provided in 
Sections 4(a) and 4(b) shall be referred to herein as the "Termination 
Date."

      5.   Adjustments Affecting Common Stock.

           (a)  Reclassification.  In the case of any reclassification or 
change of the Common Stock issuable upon exercise of this Warrant, the 
Company shall execute a new Warrant, providing that the Holder of this 
Warrant shall have the right to exercise such new Warrant, in substantially 
the form hereof, and upon such exercise to receive, in lieu of each share of 
Common Stock theretofore issuable upon exercise of this Warrant, the number 
and kind of shares of stock, other securities, money or property receivable 
upon such reclassification or change by a holder of shares of the Common 
Stock.  Such new Warrant shall provide for adjustments which shall be as 
nearly equivalent as may be practicable to the adjustments provided for in 
this Section 5.

           (b)  Split, Subdivision or Combination of Shares.  If at any time 
while this Warrant remains outstanding and unexpired the Company shall 
split, subdivide or combine its Common Stock, the number of shares of 
Warrant Stock issuable upon exercise hereof shall be proportionately 
increased and the Warrant Price shall be proportionately decreased, in the 
case of a split or subdivision, or the number of shares of Warrant Stock 
issuable upon exercise hereof shall be proportionately decreased and the 
Warrant Price shall be proportionately increased, in the case of a 
combination.

      6.   Fractional Shares.  No fractional shares shall be issued upon the 
exercise of this Warrant.  In lieu of fractional shares, the Company shall 
pay the Holder a sum in cash equal to the fair market value of the 
fractional shares (as determined by the Company's Board of Directors) on the 
date of exercise.

      7.   Restrictions on Transfer.  This Warrant may not be transferred 
unless (a) the Warrant is registered under the Securities Act of 1933, as 
amended (the "Securities Act"), and any applicable state securities or blue 
sky laws, (b) the Company has received a legal opinion reasonably 
satisfactory to the Company to the effect that the transfer is exempt from 
the prospectus delivery and registration requirements of the Securities Act 
and any applicable state securities or blue sky laws, or (c) the Company 
otherwise satisfies itself that such transfer is exempt from registration.  

      8.   Legend.  A legend setting forth or referring to the above 
restrictions shall be placed on this Warrant, any replacement hereof and any 
certificate representing a security issued pursuant to the exercise hereof 
and a stop transfer restriction or order may be placed on the books of the 
Company and with any transfer agent until such securities may be legally 
sold or otherwise transferred.

      9.   Holder as Owner.  The Company may deem and treat the Holder as 
the absolute owner of this Warrant for all purposes regardless of any notice 
to the contrary.

      10.  No Rights as Shareholder.  This Warrant shall not entitle the 
Holder to any voting rights or any other rights as a shareholder of the 
Company or to any other rights whatsoever except the rights stated herein; 
and no cash or stock dividend or interest shall be payable or shall accrue 
in respect of this Warrant or the Warrant Stock purchasable hereunder 
unless, until and to the extent that this Warrant shall be exercised.

      11.  Construction.  The validity and interpretation of the terms and 
provisions of this Warrant shall be governed by the laws of the State of 
Washington.  The descriptive headings of the several Sections of this 
Warrant are inserted for convenience only and shall not control or affect 
the meaning or construction of any of the provisions thereof.

      12.  Expiration.  This Warrant shall be void and all rights 
represented thereby shall cease unless exercised on or before the 
Termination Date.  All restrictions set forth herein on the shares of Common 
Stock issued upon exercise of any rights hereunder shall survive such 
exercise and expiration of the rights granted hereunder.

      13.  Lost Warrant Certificate.  If this Warrant is lost, stolen, 
mutilated or destroyed, the Company shall issue a new Warrant of like 
denomination, tenor and date as this Warrant, subject to the Company's right 
to require the Holder to give the Company a bond or other satisfactory 
security sufficient to indemnify the Company against any claim that may be 
made against it (including any expense or liability) on account of the 
alleged loss, theft, mutilation or destruction of this Warrant or the 
issuance of such new Warrant.

      14.  Waivers and Amendments.  This Warrant or any provision hereof may 
be changed, waived, discharged or terminated only by a statement in writing 
signed by the party against which enforcement of the change, waiver, 
discharge or termination is sought.

      15.  Notices.  All notices or other communications required or 
permitted hereunder shall be in writing and shall be delivered in person or 
mailed by United States mail, first-class postage prepaid, or by registered 
or certified mail with return receipt requested, addressed as follows:

           If to the Holder:

             To the address last furnished in writing to the Company by the 
             Holder.

           If to the Company:

             Datamarine International Inc.
             7030 220th S.W.
             Mountlake Terrace, WA  98043
             Attention:  President

Each of the parties shall be entitled to specify a different address by 
giving 5 days' advance written notice to the other party.

      16.  Investment Intent.  By accepting this Warrant, the Holder 
represents that he is acquiring it for investment and not with a view to, or 
for sale in connection with, any distribution thereof.

      IN WITNESS WHEREOF, the Company has executed this Warrant as of the 
date first above written.

                                       DATAMARINE INTERNATIONAL INC.,
                                       a Massachusetts corporation


                                       By________________________________
                                         David Thompson
                                         Its____________


                            ELECTION TO PURCHASE


(To be executed only upon exercise of Warrant)


      The undersigned registered owner of the attached Warrant irrevocably 
exercises Warrant for ____________________ shares of Common Stock of 
DATAMARINE INTERNATIONAL, INC., on the terms and conditions specified in the 
Warrant, and requests that a certificate for the shares of Common Stock 
hereby purchased (and any securities or other property issuable upon such 
exercise) be issued in the name of and delivered to 
_____________________________, whose address is ___________________ 
_____________________________________, and, if such shares of Common Stock 
shall not include all of the shares of Common Stock into which the Warrant 
is exercisable, that a new Warrant of like tenor and date for the balance of 
the shares of Common Stock issuable thereunder be delivered to the 
undersigned.


Dated:

                                       ___________________________________
                                       (Signature)


                                       ___________________________________
                                       (Street Address)


                                       ___________________________________
                                       (City)    (State)         (Zip Code)


                                  EXHIBIT B

                             SECURITY AGREEMENT

      This Security Agreement (this "Agreement") is entered into as of 
September ___, 1997, by Datamarine International, Inc., a Massachusetts 
corporation (the "Grantor"), in favor of ______________, as Agent for all 
Holders under the Intercreditor Agreement dated September ___, 1997, 
("Agent").

                                  RECITALS

      A.   Holders have agreed to loan Grantor the aggregate sum of $650,000 
(the "Loans"), which loans will be evidenced by certain Promissory Notes in 
the original aggregate principal amount of $650,000 (the "Notes").

      B.   This Agreement is a condition precedent to Holders' obligations 
to make the Loans.

      C.   This Agreement is further subject to the Intercreditor Agreement 
in the form of Exhibit C attached hereto.

      NOW, THEREFORE, in order to induce Holders to make the Loans, and for 
other good and valuable consideration, receipt of which is hereby 
acknowledged, Grantor agrees as follows:

                                  AGREEMENT

      1.   Grant of Security.  Grantor hereby assigns and pledges to 
Holders, and hereby grants to Holders, a security interest in all of 
Grantors' right, title and interest, now or hereafter acquired, in the 
following (the "Collateral"):

           1.1  Inventory.  All stock in trade and other inventory in all of 
its forms, wherever located, now or hereafter existing, including, but not 
limited to, all finished goods and materials produced by Grantor, and all 
documents therefor (the "Inventory");

           1.2  Accounts Receivable and Other Rights of Payment.  All 
Grantor's rights now or hereafter acquired of whatever nature and however 
evidenced, to receive the payment of money or other consideration, including 
all such rights that arise from the sale, lease, exchange or other 
disposition of Inventory, and including without limitation (i) all accounts, 
including, but not limited to, subscriber or customer contracts and 
accounts, (ii) all contract rights, (iii) all chattel paper, (iv) all 
documents, documents of title, drafts, checks, acceptances, bonds, notes or 
other negotiable and non-negotiable instruments, bills of exchange, 
securities, deposits, certificates of deposit, insurance policies and any 
other writings evidencing a monetary obligation or security interest in or a 
lease of personal property; (v) all such rights arising by virtue of 
advances made, other considerations given, or under or arising out of any 
present or future license, lease, contract or agreement; (vi) all judgments, 
choses in action, and general intangibles which represent the right to 
receive the payment of money or other considerations; and (vii) all 
guaranties and other personal properties securing the payment or performance 
of any of the foregoing (the foregoing items shall collectively be referred 
to herein as "Accounts");

           1.3  General Intangibles.  All Grantor's general intangibles 
including, but not limited to, goodwill, names, trade names, trademarks and 
the goodwill of the business symbolized thereby, trademark applications, 
trade secrets, drawings, blueprints, customer lists, patents, patent 
applications, copyrights, copyright applications, all rights as a licensor 
or licensee of any kind, all royalties, licenses, proprietary information 
and all other rights, privileges and franchises of every kind.

           1.4  Proceeds.  All proceeds of any and all of the foregoing 
Collateral and, to the extent not otherwise included, all payments under 
insurance, or any indemnity, warranty or guaranty, payable by reason of 
loss, damage, or otherwise, with respect to any of the foregoing Collateral.

      2.   Obligations.  This Agreement secures the following (the 
"Obligations"):

           2.1  All amounts owing by Grantor to Holders, now or hereafter 
existing, whether for principal, interest, fees, expenses or otherwise and 
as the same may be amended, assigned, assumed, renewed, restated, 
supplemented or otherwise modified from time to time pursuant to the Note.  

           2.2  All costs reasonably incurred by Agent to obtain, preserve, 
and enforce this Agreement, and maintain and preserve the hereinafter 
described Collateral, including specifically, but without limitation, all 
taxes, assessments, reasonable attorneys' fees and legal expenses and 
expenses of sale.

      3.   Grantor Remain Liable.  Anything herein to the contrary 
notwithstanding, (a) Grantor shall remain liable under the contracts and 
agreements included in the Collateral to the extent set forth therein to 
perform all of its duties and obligations thereunder to the same extent as 
if this Agreement had not been executed, (b) the exercise by Agent of any of 
the rights hereunder shall not release Grantor from any of its duties or 
obligations under the contracts and agreements included in the Collateral, 
and (c) Agent shall have not have any obligation or liability under the 
contracts and agreements included in the Collateral by reason of this 
Agreement, nor shall Agent be obligated to perform any of the obligations or 
duties of Grantor thereunder or to take any action to collect or enforce any 
claim for payment assigned hereunder.

      4.   Representations and Warranties.  Grantor represents and warrants 
as follows:

           4.1  All the Inventory is located within the State of Washington 
or the State of Massachusetts, except at such times as Inventory is being 
shipped.  The chief place of business and chief executive office of the 
Grantor and the office where Grantor keeps its records concerning the 
Accounts is located at its address at 7030 220th S.W., Mountlake Terrace, 
Washington  98043.

           4.2  Grantor is the legal and beneficial owner of the Collateral. 

           4.3  Excepting security interests in favor of Silicon Valley 
Bank, this Agreement creates a valid and perfected first priority security 
interest in the Collateral, securing the payment of amounts owing by Grantor 
to Holders, and all filings and other actions necessary or desirable to 
perfect and protect such security interest have been duly taken.

           4.4  No consent of any other person or entity and no 
authorization, approval or other action by, and no notice to or filing with, 
any governmental authority is required (i) for the grant by Grantor of the 
security interest granted hereby or for the execution, delivery or 
performance of this Agreement by Grantor, (ii) for the perfection or 
maintenance of the security interest created hereby or (iii) to Grantor's 
knowledge, for the exercise by Agent of his rights, powers, privileges, and 
remedies hereunder or in connection herewith.

           4.5  The Accounts arise in bona fide transactions in the ordinary 
course of business.

           4.6  Grantor has or will file UCC financing statements in the 
State of Washington and Massachusetts, and will provide Agent a conformed 
copy of same.

      5.   Events of Default.  If any of the following events shall occur 
and be continuing, it shall constitute an event of default hereunder:

           5.1  Failure by the Grantor to comply with any covenant or 
agreement contained in this Agreement or the Note; or

           5.2  Any representation or warranty made by the Grantor herein 
shall prove to have been false or misleading when made.

      6.   General Remedies.  If an event of default shall occur, Agent 
shall have all remedies provided by law and, without limiting the generality 
of the foregoing or the remedies provided in any other paragraph hereof, 
shall have the following remedies:

           6.1  The remedies of Agent under the Uniform Commercial Code.

           6.2  The right to sell all or part of the Collateral and make 
application of all proceeds or sums due in respect of the Collateral in 
whole or partial satisfaction of the Obligations as Agent may determine in 
his sole discretion.

           6.3  The right to enforce and collect the Collateral in such 
manner as shall be commercially reasonable deducting from the proceeds 
thereof its reasonable expenses of collection.

           6.4  All other remedies which may be available in law or equity.

      7.   Agent Appointed Attorney-in-Fact.  To the extent permitted by 
law, Grantor hereby irrevocably appoints Agent Grantor's attorney-in-fact, 
with full authority in the place and stead of Grantor and in the name of 
Grantor or otherwise, upon the occurrence and during the continuance of an 
event of default, from time to time in Agent's discretion, to take any 
action and to execute any instrument which Agent may deem necessary or 
advisable to accomplish the purposes of this Agreement, including, without 
limitation:

           7.1  To ask, demand, collect, sue for, recover, compound, receive 
and give acquittance and receipts for moneys due and to become due under or 
in respect of any of the Collateral.

           7.2  To receive, endorse and collect any drafts or other 
instruments, documents and chattel paper in connection with Section 7.1 
above.

           7.3  To file any claims or take any action or institute any 
proceedings which Agent may deem necessary or desirable for the collection 
of any of the Collateral or otherwise to enforce the rights of Holders' with 
respect to any of the Collateral.

      To the extent that notice of sale shall be required by law to be 
given, Grantor agrees that a period of ten (10) days from the time the 
notice is sent shall be a reasonable period of notification of a sale or 
other disposition of the Collateral by Agent, and that any notice or other 
communication from Agent to Grantor pursuant to this Agreement or required 
by any statute may be given to Grantor at the address set forth under its 
signature hereto or at such other address as Grantor may hereafter designate 
to Agent in a writing delivered to Agent.

      So long as any Obligation remains unpaid, Grantor does hereby 
designate and appoint Agent its true and lawful attorney with power 
irrevocable, for it and in its name, place and stead, following the 
occurrence of an event of default to ask, demand, receive, receipt and give 
acquittance for any and all amounts which may be or become due or payable to 
Grantor with respect to the Collateral, and in Agent's sole discretion to 
file any claim or take any action or proceeding, or either, in its own name 
or in the name of Grantor, or otherwise, which Agent deems necessary or 
desirable in order to collect or enforce payment of any and all amounts 
which may become due or owing with respect to the Collateral.  The 
acceptance of this appointment by Agent shall not obligate him to perform 
any duty, covenant or obligation required to be performed by Grantor under 
or by virtue of the Collateral or to take any action in connection 
therewith.  

      Grantor agrees to pay on demand the amount of all reasonable expenses 
incurred by Agent in protecting and realizing on the Collateral and Grantor 
further agrees that if this Agreement or any Obligation is referred to an 
attorney for protecting or defending the priority of Holders' interest in 
the Collateral or for collecting or realizing thereon, Grantor shall pay all 
of Agent's reasonable expenses, including without limitation attorneys' fees 
and costs and all court costs and costs of public officials.  Grantor agrees 
to pay any deficiency owing under this Agreement after collection or 
realization by Holders on the Collateral and the application of the proceeds 
thereof as provided herein.

      8.   Severability.  In case any one or more of the provisions 
contained in this Agreement is invalid, illegal or unenforceable in any 
respect in any jurisdiction, the validity, legality and enforceability of 
such provision or provisions will not in any way be affected or impaired 
thereby in any other jurisdiction; and the validity, legality and 
enforceability of the remaining provisions contained herein will not in any 
way be affected or impaired thereby.

      9.   Waivers.  This Agreement shall not be qualified or supplemented 
by course of dealing.  No waiver or modification by Agent of any of the 
terms and conditions hereof shall be effective unless in writing signed by 
Agent.  No waiver nor indulgence by Agent as to any required performance by 
Grantor shall constitute a waiver as to any required performance or other 
obligations of Grantor hereunder.

      11.  Governing Law.  This Agreement shall be construed and enforced in 
accordance with the internal laws of the State of Washington.

      12.  Successors; Assignment. This Agreement shall bind the successors 
and assigns of Grantor and Agent.  Grantor may not assign their rights and 
obligations hereunder without the prior written consent of Agent.

      13.  Notices.  Notices by Agent to Grantor may be sent or delivered to 
Grantor at the address set forth under its name on the signature page 
hereof, or at such other address as shall be designated by Grantor in a 
written notice to Agent.

      IN WITNESS WHEREOF, Grantor has executed this Agreement as of the date 
and year first above written.


                                       DATAMARINE INTERNATIONAL, INC.
                                       7030 220TH S.W.
                                       MOUNTLAKE TERRACE, WA 98043
                                       Tel: 425-771-2182
                                       Fax: 425-771-2650


                                       By: __________________________
                                       David C. Thompson
                                       Its:__________________________


                                  EXHIBIT C

                           INTERCREDITOR AGREEMENT

This intercreditor agreement (hereinafter "Agreement") is entered into and 
is effective September ___, 1997, by and between 
___________________________________ (hereinafter the "Holders") and 
Datamarine International, Inc. ("Maker").

                                  RECITALS

      A.   Holders may provide or are providing financing in the form of 
loans to Datamarine International, Inc. ("Maker") and in connection 
therewith Maker has granted or may grant Holders a security interest in some 
or all of Makers property or interests in property (hereinafter 
"Collateral") pursuant to a Security Agreement in the form of Exhibit B 
attached hereto (the "Security Agreement").

      B.   Holders desire to agree upon the priority of certain security 
interests in certain of the Collateral.

      C.   Holders desire to appoint an agent to act on their behalf with 
respect to the Security Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged 
by each of the parties hereto, the parties agree as follows:

      1.   Agent.  Holders agree that ____________ (the "Agent") shall act 
as agent for and on behalf of all Holders with respect to this agreement.

      2.   Priority.  Holders agree that the priority of each of their 
interests in the Collateral shall be equal and that the exercise of any of 
the rights granted by the Security Agreement shall simultaneously be deemed 
to be taken on behalf of all Holders.

      3.   Proceeds.  Holders agree that their individual interest in the 
proceeds of any and all of the Collateral shall be allocated pro-rata 
according to the amount of unpaid principal and interest due each Holder as 
compared to the total unpaid principal and interest due all Holders.

      4.   Severability.  In case any one or more of the provisions 
contained in this Agreement is invalid, illegal or unenforceable in any 
respect in any jurisdiction, the validity, legality and enforceability of 
such provision or provisions will not in any way be affected or impaired 
thereby in any other jurisdiction; and the validity, legality and 
enforceability of the remaining provisions contained herein will not in any 
way be affected or impaired thereby.

      5.   Governing Law.  This Agreement shall be construed and enforced in 
accordance with the internal laws of the State of Washington.

      6.   Successors; Assignment. This Agreement shall bind the successors 
and assigns of Holders.

      7.   Notices.  Notices by Holders to Agent may be sent or delivered to 
the address set forth under its name on the signature page hereof, or at 
such other address as shall be designated by Agent.

      IN WITNESS WHEREOF, Holders have executed this Agreement as of the 
date and year first above written.


_______________________    __________    ________________________________
________________, Agent    Date          Address

_______________________    __________    ________________________________
_______________, Holder    Date          Address

Datamarine International, Inc.


_______________________    __________    ________________________________
By David C. Thompson       Date          Address
Its ____________________