<PAGE>
EXHIBIT 10.16

AWARD/CONTRACT

1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350)         PAGE OF PAGES
RATING         DO-S10                                                1   |   26
--------------------------------------------------------------------------------
2. CONTRACT (PROC. INST. IDENT.) NO. N00178-03-C-1013
--------------------------------------------------------------------------------
3. EFFECTIVE DATE  31 January 2003
--------------------------------------------------------------------------------
4. REQUISITION/PURCHASE REQUEST/PROJECT NO.     B04000/23453508
--------------------------------------------------------------------------------
5. ISSUED BY             CODE N00178

Contracting Officer
Naval Surface Warfare Center Dahlgren Division
17320 Dahlgren Road, Dahlgren, VA 22448
Attn: Constance M. Salisbury, Contract Specialist
--------------------------------------------------------------------------------
6. ADMINISTERED BY (IF OTHER THAN ITEM 6)         CODE
     SEE ITEM 5
--------------------------------------------------------------------------------
7. NAME AND ADDRESS OF CONTRACTOR (NO., STREET, CITY, COUNTY STATE AND ZIP CODE)
     ASI Technology Corporation
     Attn: Mr. Jerry E. Polis
     980 American Pacific Drive
     Suite 111
     Henderson, NV 89014
--------------------------------------------------------------------------------
8. DELIVERY
     [ ] FOB Origin      [X] Other (see below)
--------------------------------------------------------------------------------
9. DISCOUNT FOR PROMPT PAYMENT
     net 30
--------------------------------------------------------------------------------
10. SUBMIT INVOICES (4 COPIES UNLESS OTHERWISE SPECIFIED) TO THE ADDRESS
     SHOWN IN:
          ITEM  Section G
--------------------------------------------------------------------------------
CAGE CODE 1TQPQ4              FACILITY CODE
--------------------------------------------------------------------------------
11. SHIP TO/MARK FOR                    CODE   N00173
Naval Surface Warfare Center, Dahlgren Division
Attn: Dr. M. Arthur, N00178-03-C-1013
17320 Dahlgren Road; Dahlgren, VA 22448
--------------------------------------------------------------------------------
12. PAYMENT WILL BE MADE BY             CODE N68892
     DFAS CHASN OPLOC FP
     VENDOR PAY AND TRAVEL DIVISION
     P.O. BOX 118054; CHARLESTON, SC 29423-8054
--------------------------------------------------------------------------------
13. AUTHORITY FOR OTHER THAN FULL AND OPEN COMPETITION
    [ ] 10 U.S.C. 2304 (c)              [ ] 41 U.S.C. 253 (c)
--------------------------------------------------------------------------------
14. ACCOUNTING AND APPROPRIATION DATA
     See Section
--------------------------------------------------------------------------------
15A. ITEM NO - See Section B
15B. SUPPLIES/SERVICES             SEE SCHEDULE
15C. QUANTITY
15D. UNIT
15E. UNIT PRICE
15F. AMOUNT
15G. TOTAL AMOUNT OF CONTRACT:           $68,587.00
--------------------------------------------------------------------------------
16. Table of Contents
     SEC  DESCRIPTION                                                 PAGE(S)
          PART I - THE SCHEDULE
X    A    SOLICITATION/CONTRACT FORM                                     2
X    B    SUPPLIES OR SERVICES AND PRICES/COSTS                          4
X    C    DESCRIPTION/SPECS./WORK STATEMENT                              7
X    D    PACKAGING AND MARKING                                         10
X    E    INSPECTION AND ACCEPTANCE                                     11
X    F    DELIVERIES OR PERFORMANCE                                     11
X    G    CONTRACT ADMINISTRATION DATA                                  13
X    H    SPECIAL CONTRACT REQUIREMENTS                                 17

          PART II - CONTRACT CLAUSES
X    I    CONTRACT CLAUSES                                              19

          PART III - LIST OF DOCUMENTS, EXHIBITS & ATTACHMENTS
X    J    LIST OF ATTACHMENTS                                           26

          PART IV - REPRESENTATIONS AND INSTRUCTIONS
     K    REPRESENTATIONS, CERTIFICATIONS OTHER STATEMENTS OF OFFERORS
     L    INSTRS. CONDS., AND NOTICES TO
     M    EVALUATION FACTORS FOR AWARD

         CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
--------------------------------------------------------------------------------
17. [X] CONTRACTOR'S NEGOTIATED AGREEMENT

(Contractor is required to sign this document and return 1 copies to issuing
office). Contractor agrees to furnish and deliver all items or perform all
services set forth or otherwise identified above and on any continuation sheets
for the consideration stated herein. The rights and obligations of the parties
to this contract shall be subject to and governed by the following documents;
(a) this award/contract, (b) the solicitation, if any, and (c) such provisions,
representations, certifications, and specifications, as are attached or
incorporated by reference herein. (Attachments are listed herein.)
--------------------------------------------------------------------------------
18. [ ] AWARD (Contractor is not required to sign this document).

Your offer on solicitation number including the additions or changes made by you
which additions or changes set forth in full above, is hereby accepted as to
items listed above and on any continuation sheets. This award consummates the
contract which consists of the following documents: (a) the Government's
solicitation and your offer, and (b) this award/contract. No further contractual
document is necessary.
--------------------------------------------------------------------------------
19A. NAME AND TITLE OF SIGNER (TYPE OR PRINT)

--------------------------------------------------------------------------------
19B. NAME OF CONTRACTOR
     ASI TECHNOLOGY CORPORATION

     BY
     ---------------------------------------
     (Signature of person authorized to sign)
--------------------------------------------------------------------------------
19C. DATE SIGNED

--------------------------------------------------------------------------------
20A. NAME OF CONTRACTING OFFICER
     GARY W. BYRAM
--------------------------------------------------------------------------------
20B. UNITED STATES OF AMERICAN

     BY
     ----------------------------------
     (Signature of Contracting Officer)
--------------------------------------------------------------------------------
20C. DATE SIGNED

--------------------------------------------------------------------------------


<PAGE>

                                N00178-03-C-1013                    Page 2 of 26
--------------------------------------------------------------------------------

SECTION A - SOLICITATION/CONTRACT FORM
--------------------------------------

CLAUSES INCORPORATED BY FULL TEXT

DDI-A1 SBIR PROGRAM DATA
------------------------

SBIR Topic: N02-140

Ddl-A20 NOTICE TO CONTRACTORS
-----------------------------

                             NOTICE TO CONTRACTORS

THE PURPOSE OF THIS NOTICE IS TO BRING MATTERS TO YOUR ATTENTION WHICH CAN
AFFECT PAYMENT OF YOUR INVOICES.

CCR ANNUAL RENEWAL

YOU MUST CONFIRM YOUR REGISTRATION IN TILE CENTRAL CONTRACTOR REGISTRATION (CCR)
DATABASE OR THE DEFENSE FINANCE AND ACCOUNTING SERVICE (DFAS) MAY NOT PROCESS
YOUR INVOICE. YOU MAY OBTAIN MORE INFORMATION ON THIS ANNUAL RENEWAL
CONFIRMATION PROCESS BY CALLING 1-888-227-2423 OR VIA THE INTERNET AT
http://www.ccr2000.com/

EFTS

ELECTRONIC FUNDS TRANSFER (EFT) PAYMENT'S ARE BASED ON THE EFT INFORMATION
CONTAINED IN THE CCR DATABASE. IT IS CRITICAL THAT YOU ENSURE THAT YOUR EFT
INFORMATION IN THE CCR DATABASE REMAINS CURRENT AND CORRECT.

INVOICES

INVOICES MUST BE PREPARED AS PRESCRIBED BY THIS CONTRACT/ORDER OR THEY MAY BE
REJECTED BY THE PAYING OFFICE. THIS CONTRACT/ORDER INCORPORATES ONE OR MORE OF
THE FOLLOWING CLAUSES REGARDING PREPARATION AND SUBMISSION OF INVOICES:

     FAR 52.232-25 - Prompt Payment
     NAPS 5252.232-9000 - Submission of Invoices (Fixed Price) - This clause
encourages the use of the Material Inspection and Receiving Report (DD Dorm 250)
as an invoice.

PLEASE INSURE THAT INVOICES ARE PREPARED AND SUBMITTED IN ACCORDANCE. WITH THESE
CLAUSES AND THE FOLLOWING ADDITIONAL INFORMATION:


<PAGE>
                                N00178-03-C-1013                    Page 3 of 26
--------------------------------------------------------------------------------

    INVOICE PREPARATION - PLEASE ENSURE THAT YOUR INVOICE CLEARLY REFLECTS:

          (l) INVOICE NUMBER,
          (2) DATE OF INVOICE,
          (3) COMPANY NAME AND REMIT TO ADDRESS (COMPANY NAME ON THE INVOICE
              MUST MATCH THE COMPANY NAME ON THE CONTRACT),
          (4) CONTRACT NUMBER, AND
          (5) INVOICE AMOUNT.
          (6) INCLUDE THE COMPLETE LINE OF ACCOUNTING AND FUNDING DOCUMENT
              NUMBER IN BLOCK 23 OF THE DD FORM 250. THESE DATA ARE FOUND AT THE
              BEGINNING OF SECTION G OF THIS CONTRACT.

INVOICE SUBMISSION - SUMMIT THE ORIGINAL OF EACH INVOICE TO THE CONTRACT
TECHNICAL POINT OF CONTACT. YOU MAY SUBMIT THE INVOICE (DD FORM 250) BY REGULAR
MAIL OR BY EMAIL. IN ADDITION, SUBMIT ONE COPY OF EACH INVOICE T0 THE CONTRACT
SPECIALIST. NAMES, MAILING ADDRESSES AND EMAIL ADDRESSES ARE PROVIDED IN
SECTION G OF THIS CONTRACT.

<PAGE>

                                N00178-03-C-1013                    Page 4 of 26
--------------------------------------------------------------------------------


                  SECTION B - SUPPLIES OR SERVICES AND PRICES
                  -------------------------------------------

ITEM NO        SUPPLIES/SERVICES
-------        -----------------

0001           SBIR RESEARCH AND DEVELOPMENT
               Firm Fixed Price
               The contractor shall perform research and development efforts in
               accordance with Section C and the Contractor's SBIR Phase I
               proposal dated September 2002 in response to SBIR Topic N02-140

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0001AA    Monthly Status Report    1      LOT       $11,000.00     $11,000.00

          The contractor shall perform research and development efforts and
          provide the First Monthly Status Report in accordance with CDRL AO01.

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0001AB    Monthly Status Report    1      LOT       $11,000.00     $11,000.00

          The contractor shall perform research and development efforts and
          provide the Second Monthly Status Report in accordance with CDRL A00I

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0001AC    Monthly Status Report    1      LOT       $11,000.00     $11,000.00

          The contractor shall perform research and development efforts and
          provide the Third Monthly Status Report in accordance with CDRL A001.

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0001AC    Monthly Status Report    1      LOT       $11,000.00     $11,000.00
          Phase 11 Program plan

          The contractor shall perform research and development efforts and
          provide the Fourth Monthly Status Report in accordance with CDRL A001
          and the Phase 11 Program Plan in accordance with CDRL. A002.


<PAGE>

                                N00178-03-C-1013                    Page 5 of 26
--------------------------------------------------------------------------------

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0001AE    Monthly Status Report/   1      LOT       $11,000.00     $11,000.00
          Preliminary Report

          The contractor shall perform research and development efforts and
          provide the Fifth Monthly Status Report in accordance with CDRL A001
          and the Phase I Preliminary Report in accordance with CDRL A003.

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0001AF    Contract Summary         1      LOT       $13,587.00     $13,587.00
          Report

          The contractor shall perform research and development efforts and
          provide the Phase I Final Report in accordance with CDRL A004.

CLIN 0001  TOTAL                                                      $68,587.00

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0002      DATA                     1      LOT         *NSP            *NSP
          DELIVERABLES
          Firm Fixed Price
          The contractor shall provide the data deliverables in support of
          CLIN 0001 in accordance with attached CDRLs.

* - Not Separately Priced

ITEM NO   SUPPLIES/SERVICES
-------   -----------------

0003      OPTION CLIN
          SBIR RESEARCH AND DEVELOPMENT
          Firm Fixed Price
          The contractor shall perform research and development efforts in
          accordance with Section C and the Contractor's SBIR Phase I proposal
          dated September 2002 in response to SBIR Topic N02-140.


<PAGE>

                                N00178-03-C-1013                    Page 6 of 26
--------------------------------------------------------------------------------


ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0003AA    Monthly Status Report    1      LOT        $9,000.00      $9,000.00

          The contractor shall perform research and development efforts and
          provide the First Monthly Status Report in accordance with CDRL A001.

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0003AB    Monthly Status Report    1      LOT        $9,000.00      $9,000.00

          The contractor shall perform research and development efforts and
          provide the Second Monthly Status Report in accordance with CDRL AOO1.

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0003AC    Contract Summary         1      LOT       $11,490.00      $11,490.00

          The contractor shall perform research and development efforts and
          provide the Phase 1 Final Report in accordance with CDRL A004.


CLIN 0003 TOTAL                                                     $29,490.00
                                                                    ----------

ITEM      SUPPLIES/SERVICES     QUANTITY  UNIT      UNIT PRICE       AMOUNT
 NO
0004      OPTION CLIN              1      LOT         *NSP            *NSP
          DATA
          DELIVERABLES
          Firm Fixed Price
          The contractor shall provide the data deliverables in support of
          CLIN 0003 in accordance with attached CDRLs.

* - Not Separately Priced

CLINS 0001 - 0004 TOTAL                                             $98,077.00
                                                                    ----------

<PAGE>

                                N00178-03-C-1013                    Page 7 of 26
--------------------------------------------------------------------------------

SECTION C - DESCRIPTIONS AND SPECIFICATIONS
-------------------------------------------

CLAUSES INCORPORATED BY FULL TEXT
---------------------------------

Ddl-C10 STATEMENT OF WORK (SBIR)
--------------------------------

Performance of this contract by the Contractor shall be in accordance with the
detailed obligations to which the Contractor committed itself in the
Contractor's proposal entitled "Plasma Phased Array Radar Antenna Architecture",
dated September 2002, submitted in response to the DOD Program Solicitation,
SBIR Topic N02-140, entitled "Design and Build a Revolutionary Phased Array
Radar System". The technical volume of the Contractor's proposal is
incorporated by reference and hereby made subject to the provisions of this
contract, as if included in full text herein

Periodic progress reports and a final report shall be delivered in accordance
with Contract Data Requirements List, DD 1423, Exhibit A. All reports delivered
by the Contractor to the Government under this contract shall prominently show
on the cover of the report the following information

     (a) Name and business address of contractor.
     (b) Contract number.
     (c) Contract dollar amount.
     (d) SBIR Topic Number.
     (e) Technical Point of Contact (TPOC) or Contracting Officer Representative
         (COR) name, code and activity
     (f) Sponsor (if identified in Section G of this contract).
     (g) Contracting Office: Naval Surface Warfare Center, Dahlgren Division
         (NSWCDD), Dahlgren, VA, 22448

In addition to the complete hard copy of the Final Report, the Contractor shall
provide the following NON-PROPRIETARY summary reports:

     (a) A Final Summary Report for Phase I SBIR contracts
     (b) A First Year Summary Report and a Final Summary Report for Phase II
        SBIR contracts.

The summary reports will be submitted directly to the Navy SBIR/STTR Web page at
http://www.navysbir.brtrc.com/ select "Submission" then select "Submit a Phase I
or Phase 11 Summary Report;" follow the directions.
<TABLE>
<CAPTION>
                           DD 1423 DELIVERABLE SUMMARY
DD l 423                                                        Due Date (D 1423
 CDRL                      Description (DD 1423 Blk. 3)          Blks 12 & 13)
Reference
--------------------------------------------------------------------------------------------
<S>                 <C>                                  <C>
A001                Phase I Monthly Status Retort        35 days after beginning of contract
                                                         and every month thereafter

<PAGE>

                                N00178-03-C-1013                    Page 8 of 26
--------------------------------------------------------------------------------

A002                Phase II Plan                        120 days after beginning of contract
A003                Phase I Preliminary Report           30 days prior to contract completion
A004                Phase I Final Report                 Completion of contract
A005                Patents -- Reporting of Subject      Within 180 days after completion of
                    Inventions                           all contract work

</TABLE>

Ddl-C11 S13IR PHASE II PROPOSAL INSTRUCTIONS
--------------------------------------------

A Phase II proposal can be submitted only by a Phase I awardee. Phase II
proposals are NOT to be submitted unless and until the Government issues an
imitation for the proposal; such invitations will be issued by letter from the
Contracting Officer or SBIR Program Manager. The invitation letter will contain
instructions for preparation and submission of the proposal. Invitation letters
for Phase II proposals w1H be issued approximately 4 months after effective date
of the Phase I contract; Phase II proposals will normally be due no later than
30 days after date of the invitation letter.

Ddl-C21 COPYRIGHT OF COMPUTER SOFTWARE
--------------------------------------

The contractor shall: (1) apply for copyright registration of the computer
program code developed by the contractor, (2) place the copyright notice on the
screen, in addition to the diskettes and manuals produced, and (3) place, next
to the copyright notice, the additional phrase: "The U. S. Government has rights
as specified in contract N00178-03-C-1013.

Ddl-C40 INFORMATION SYSTEMS (IS) SECURITY AND ACCREDITATION
-----------------------------------------------------------

Contractor Provision of IS Resources

Except in special circumstances explicitly detailed elsewhere in this document,
the Contractor shall provide all IS resources needed in the performance of this
contract. IS resources include, but are not limited to, computers, software,
networks, and addresses.

Contractor Use of NSWCDD IS Resources

In the event that the contractor is required to have access to NSWCDD IS
resources, the login name (common id) and associated information shall be
registered with the NSWCDD site issuing authority.

If this contract requires that the contractor be granted access and use of
NSWCDD IS resources (at any site), the IS shall be accredited for contractor use
in accordance with procedures specified by the IS Security Office The
accreditation shall include COR certification that the use and access is
required by this contract.

Connections Between NSWCDD and Contractor Facilities


<PAGE>
                                N00178-03-C-1013                    Page 9 of 26
--------------------------------------------------------------------------------


If there is a requirement (specifically delineated elsewhere in this contract)
for interconnection between any facilities and/or ISs owned or operated by the
contractor, such interconnection shall tape place only after approval from the
NSWCDD IS Security Office. All such connections as well as the ISs connected
thereto will be accredited (operated at an acceptable risk) by the appropriate
NSWCDD Designated Approving; Authority (DAA) and comply with the requirements of
DODDIR 5200.28 regarding Memorandums of Agreement. All such connections will be
made outside the appropriate NSWCDD firewall.

Accreditation of Contractor-owned ISs

The Government reserves the right to have all contractor, owned ISs used in the
performance of this contract accredited by the cognizant DAA.

Use of Contractor Personnel to Perform IS Security Tasking

General - Personnel performing IS security related tasking; must have
successfully completed training and demonstrate proficiency in the following;
areas: Information System Security Awareness, Security Domains, Incident
Handling, and Auditing Concepts.

Architecture Specific - Personnel assigned to perform IS security related
tasking for a specific area must be trained and demonstrate proficiency in that
area. Typical examples include, but are not limited to: networking, processing
classified information, Internet Protocols, Unix, Novell, and Microsoft
operating systems.

Replacement or New IS Security Personnel - The contractor shall provide evidence
that new and replacement IS personnel, unless they are Key Personnel, meet the
above requirements and forward such information to the COR for review and
approval by the Information Systems Security Office. Failure to meet the
requirements herein may result in rejection of the person or persons.
Replacement of IS personnel designated as Key Personnel will be in accordance
with the Key Personnel provision contained herein.

HQ C-2-0011 COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR
-----------------------------------------------------------------------------
RECEIVED FROM THE GOVERNMENT (NAVSEA) (NOV 1996)
------------------------------------------------

(a) The Contractor agrees to test for viruses all computer software and/or
computer databases, as defined in the clause entitled "RIGHTS IN NONCOMMERCIAL
COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION" (DFARS
252.227-7014), before delivery of that computer software or computer database in
whatever media and can whatever system the software is delivered. The Contractor
warrants that any such computer software and/or computer database will be free
of viruses when delivered.

(b) The Contractor agrees to test any computer software and/or computer
database(s) received from the Government for viruses prior to use under this
contract


<PAGE>

                                N00178-03-C-1013                   Page 10 of 26
--------------------------------------------------------------------------------

(c) Unless otherwise agreed in writing, any license agreement governing the use
of any computer software to be delivered as a result of this contract must be
paid-up and perpetual, or so nearly perpetual as to allow the use of the
computer software or computer data base with the equipment for which it is
obtained, or any replacement equipment, for so long as such equipment is used.
Otherwise the computer software or computer data base does not meet the minimum
functional requirements of this contract. In the event there is any routine to
disable the computer software or computer data base in the future, that date
certain shall not be less than 25 years after the delivery date of the computer
software or computer database.

(d) No copy protection devices or systems shall be used in any computer software
or computer database delivered under this contract to restrict or limit the
Government from making copies. This does not prohibit license agreements from
specifying the maximum amount of copies that can be made.

(e) Delivery by the Contractor to the Government of certain technical data and
other data is now frequently required in digital form rather than as hard copy.
Such delivery may cause confusion between data rights and computer software
rights. It is agreed that, to the extent that any such data is computer software
by virtue of its delivery in digital form, the Government will be licensed to
use that digital-form data with exactly the same rights and limitations as if
the data had been delivered as hard copy.

(f) Any limited rights legends or other allowed legends placed by a Contractor
on technical data or other data delivered in digital form shall be digitally
included on the same media as the digital-form data and must be associated with
the corresponding digital-form technical data to which the legends apply to the
extent possible. Such legends shall also be placed in human-readable forth on a
visible surface of the media carrying the digital-form data as delivered; to
the extent possible.

SECTION D - PACKAGING AND MARKING
---------------------------------

CLAUSES INCORPORATED BY FULL TEXT
---------------------------------

HQ D-1-0001 DATA PACKAGING LANGUAGE
-----------------------------------

All unclassified data shall be prepared for shipment in accordance with best
commercial practice.

Classified reports: data, and documentation shall be prepared for shipment in
accordance with National Industrial Security Program Operating Manual (NISPOM),
DOD 5220.22-M dated January 1995.

<PAGE>


                                N00178-03-C-1013                   Page 11 of 26
--------------------------------------------------------------------------------

SECTION E - INSPECTION AND ACCEPTANCE
-------------------------------------

INSPECTION AND ACCEPTANCE TERMS
-------------------------------

Supplies/services for CLINS 0001-0004 will be inspected/accepted by the
Government at Destination:

CLAUSES INCORPORATED BY REFERENCE:
----------------------------------

     52.246-9      Inspection Of Research And Development (Short Form)  APR 1984
     52.246-16     Responsibility For Supplies                          APR 1984
     252.246-7000  Material Inspection And Receiving Report             DEC 1991

SECTION F - DELIVERIES OR PERFORMANCE
-------------------------------------

DELIVERY INFORMATION


CLINS          DELIVERY DATE       UNIT OF   QTY   FOB      SHIP TO ADDRESS
                                    ISSUE                   (CLINS 0001-0004)
0001                                               Dest.    Dr. Michael Arthur
0001AA         7 March 2003          Lot      1             NSWCDD
0001AB         7 April 2003          Lot      1             17320 Dahlgren Road
OOO1AC         7 May 2003            Lot      1
0001AD         6 June 2003           Lot      l
0001AE         7 July 2003           Lot      l
0001AF         6 August 2003         Lot      1
0002                                 Lot      1    Dest.
0003                                               Dest.
0003AA         35 Days After         Lot      1
               Option Exercise
0003AB         65 Days After         Lot      1
               Option Exercise
0003AC         95 Days After         Lot      1
               Option Exercise
0004                                 Lot      1    Dest.

CLAUSES INCORPORATED BY REFERENCE:

     52.242-15      Stop-Work Order                         AUG 1989
     52.247-34      F.O.B. Destination                      NOV 1991

CLAUSES INCORPORATED BY FULL TEXT
---------------------------------

Ddl-F10 DURATION OF CONTRACT PERIOD (SBIR PHASE I)
--------------------------------------------------


<PAGE>
                                N00178-03-C-1013                   Page 12 of 26
--------------------------------------------------------------------------------


This contract shall become effective on 31 January 2003 or on the date of the
award, whichever is later, and shall continue until 5 August 2003. The
Government DOES NOT contemplate granting any extensions to the Phase I period of
performance To maintain programmatic schedules and to allow timely evaluation
and contract award of Phase 11 contracts, extensions to the Phase I contract
period of performance will be considered only for fully-justified, extremely
exceptional circumstances. The contractor acknowledges that any extension to
the Phase I period of performance may preclude consideration for a Phase II
contract.

The option quantity (if applicable and if exercised) shall be performed from the
effective date of the written modification exercising the option and continue
for a period of 90 days thereafter.

Ddl-F20 RECEIVING HOURS OF OPERATION
------------------------------------

All deliveries to the Receiving Officer, Dahlgren Division, Naval Surface
Warfare Center, Dahlgren, VA shall be made Monday through Friday from 7:00 a.m.
to 2:30 p.m., local time. Deliveries will not be accepted after 2:30 p.m. No
deliveries will be made can government holidays.

Ddl-F40 CONTRACTOR NOTICE REGARDING LATE DELIVERY
-------------------------------------------------

In the event the contractor anticipates or encounters difficulty in complying
with the contract delivery schedule or date, he/she shall immediately notify, in
writing, the Contracting Officer and the cognizant Contract Administration
Services Office, if assigned. The notice shall give the pertinent details;
however such notice shall riot be construed as a waiver by the Government of any
contract delivery schedule, or of any rights or remedies provided by law or
under this Contract.


<PAGE>
                                N00178-03-C-1013                   Page 13 of 26
--------------------------------------------------------------------------------

SECTION G - CONTRACT ADMINISTRATION DATA
----------------------------------------

ACCOUNTING AND APPROPRIATION DATA
---------------------------------

ACRN AA:       1731319 86ED 255 SAS05 0 068342 2D 009510 S18140000020
$68,587.00     (NSWCDD STUB NO. B04000/23453508, REF N0002403RX10996, ACRN AA)
               (FUNDS EXPIRE 31 DEC 03)

CLAUSES 1NCORPORATED BY REFERENCE:
----------------------------------

     252.242-7000   Postaward Conference               DEC 1991

CLAUSES INCORPORATED BY FULL TEXT
---------------------------------

Ddl-G1 PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS
----------------------------------------------------------------------------

The payment office shall ensure that each payment under this contract is made in
accordance with the accounting classification reference numbers (ACRNs) shown
on each individual invoice. ACRNs are cited by the contractor on each invoice in
accordance with clause 5252.232-9000, 5252.232-9001, or 5252.232-9003, as
appropriate.

Ddl-G10 GOVERNMENT CONTRACT ADMINISTRATION POINTS-OF-CONTACT AND
----------------------------------------------------------------
RESPONSIBILITIES
----------------

[1] Procuring Contracting Officer (PCO).
----------------------------------------

     (a) Contact Information:

NAME/CODE:     Gary W. Byram
ADDRESS:       Naval Surface Warfare Center, Dahlgren Division
               17320 Dahlgren Road
               Dahlgren, Virginia 22448-5100
PHONE:         (540) 653-7478
FAX:           (540) 653-7088
EMAIL:         byramgy@nswc.navy.mi1

         (b) PCO responsibilities are outlined in FAR 1.602-2 The PCO is the
only person authorized to approve changes in any of the requirements of this
contract or orders issued thereunder and, notwithstanding provisions contained
elsewhere in this contract, the said authority remains solely the PCO's. The
contractor shall not comply with any order, direction or request of Government
personnel unless it is issued in writing and signed by the Contracting Officer
or is-p~g5u4nt to specific authority otherwise included as art of this contract.
In the event the contractor effects any change at the direction of any person
other than the PCO, the change will be considered to be unauthorized.

<PAGE>

                                N00178-03-C-1013                   Page 14 of 26
--------------------------------------------------------------------------------

[2] Contract Specialist:
------------------------

     (a) Contact Information:
NAME/CODE:     Constance M. Salisbury
ADDRESS:       Naval Surface Warfare Center, Dahlgren Division
               17320 Dahlgren Road
               Dahlgren, Virginia 22448-51001
PHONE:         (540) 653-7478
FAX:           (540) 653-7098
EMAIL:         salisbury@nswc.navy.mil

         (b) The Contract Specialist is the representative of the Contracting
Officer for all contractual matters.

[3] Technical Point of Contact (TPOC)
-------------------------------------

     (a) Contact Information:

NAME/CODE:     Dr. Michael Arthur
ADDRESS:       Naval Surface Warfare Center, Dahlgren Division
               17320 Dahlgren Road
               Dahlgren, Virginia 22448-5100
PHONE:         (540) 653-4781
FAX:
EMAIL:         arthurmd@nswc.navy.mil

         (b) The TPOC is the PCO's representative for technical matters when a
COR is not appointed. The TPOC is responsible for technical issues of contract
administration, such as providing all items of Government Furnished Information
(GFI), Government Furnished Material (GFM) and Government Furnished Equipment
(GFE) as/if specified in the contract as well as the inspection and acceptance
of all contract deliverables.

[4] Division Sponsor (SBIR)
---------------------------

     (a) Contract Information:

NAME/CODE:     Douglas Marker
ADDRESS:       c/o Cheryl Reckeweg
               Naval Surface Warfare Center, Dahlgren Division
               17320 Dahlgren Road
               Dahlgren, Virginia 22448-5100
PHONE:         (540)653-2633
FAX:
EMAIL:         reckewegcm@nswc.navy.mil

<PAGE>

                                N00178-03-C-1013                   Page 15 of 26
--------------------------------------------------------------------------------

         (b) The Division Sponsor is the PEO or NAVSEA Directorate whose SBIR
funds are being used under the contract. The Division Sponsor authorizes the
expenditure of SBIR funds for the contract.

[5] Sponsor (SBIR)
------------------

     (a) Contract Information:

NAME/CODE:     Richard Milligan
ADDRESS:       C/o Pegoy Medrow
               SEA 05R1, Building 197/2W-3251
               Isaac Hull Avenue, S.E.
               Washington, DC 20376
PHONE:         (202)781-3745
FAX:
EMAIL:         medrowpp@navsca.navy.mil

         (b) The Sponsor is the command office (NAVSEA, NAVAIR, ONR, etc.)
that has overall responsibility for the agency's SBIR Program.

[6] Paving Office
-----------------

     (a) Address

NAME/CODE:     DFAS Charleston, OPLOC FP, Vendor Pay & Travel Division,
               Code N68892
ADDRESS:       P.O. Box 118054
               Charleston, S.C. 29423-804

         (b) The Paying Office makes all payments under the contract.

         (c) For the status of invoices and for payments of all types of
commercial orders, contact DFAS Charleston Operation, Customer Service,
Charleston, S.C. on (800) 755-3642 or (843) 746-6211. The office is open from
8:00 AM to 4:00 PM local time. Additionally, you can register at the following
website, http://vendorpay.dfas.mil/newuser, to monitor the status of your
invoices. This is the vendor pay inquiry system-mocas user registration.


<PAGE>
                                N00178-03-C-1013                   Page 16 of 26
--------------------------------------------------------------------------------


Ddl-G12 POST-AWARD CONFERENCE
-----------------------------

         (a) A Post-Award Conference with the successful offeror will be
conducted within 30 days after award of the contract. The conference will be
held at the address below:

          Location/Address: Naval Surface Warfare Center
                            Dahlgren, Virginia

         (b) The contractor will be given five working days notice prior to the
date of the conference by the Contracting Officer.

         (c) The requirement for a post-award conference shall in no event
constitute grounds for excusable delay by the Contractor its performance of any
provisions in the contract.

NAPS 5252.232-9000 SUBMISSION OF INVOICES (FIXED PRICES (JUL 1992)
------------------------------------------------------------------

         (a) "Invoice" as used in this clause does not include contractor
requests for progress payments.

         (b) The contractor shall submit original invoices to the addresses
identified in the solicitation/contract paragraph entitled "Notice to
Contractors" found on page 2 of this contract.

         (c) The use of copies of the Material Inspection and Receiving Report
(MIRR), DD Form 250, as an invoice is encouraged. DFARS Appendix F-306 provides
instructions for such use. Copies of the MIRR used as an invoice are in addition
to the standard distribution stated in DFARS F-401.

         (d) In addition to the requirements of the Prompt Payment clause of
this contract, the contractor shall cite on each invoice the contract line item
number (CLIN); the contract subline item number (SLIN), if applicable; the
accounting classification reference number (ACRN) as identified on the financial
accounting data sheets, and the payment terms.

         (e) The contractor shall prepare a separate invoice for each activity
designated to receive the supplies or services:

         (f) if acceptance is at origin, the contractor shall submit the MIRR or
other acceptance verification directly to the designated payment office. If
acceptance is at destination, the consignee will forward acceptance verification
to the designated payment office.


<PAGE>
                                N00178-03-C-1013                   Page 17 of 26
--------------------------------------------------------------------------------


SECTION H - SPECIAL, CONTRACT REQUIREMENTS
------------------------------------------

CLAUSES INCORPORATED BY FULL TEXT
---------------------------------

Ddl-H10 EMPLOYMENT OF US GOVERNMENT PERSONNEL RESTRICTED
--------------------------------------------------------

In performing this contract, the Contractor shall not use as a consultant or
employ (on either a full or part time basis) any active duty U.S. Government
personnel (civilian or military) without the prior written approval of the
Contracting Officer. Such approval may be given only in circumstances where it
is clear that no laws and no DOD or U.S. Government instructions, regulations,
or policies might possibly be contravened and no appearance of a conflict of
interest will result.

Ddl-H11 CHANCES IN KEY PERSONNEL
--------------------------------

         (a) The Contractor agrees that a partial basis for award of this
contract is the list of key personnel proposed. Accordingly, the Contractor
agrees to assign to this contract those key persons whose resumes were submitted
with the proposal necessary to fulfill the requirements of the contract. No
substitution shall be made, without prior notification to and concurrence of the
Contracting; Officer in accordance with this requirement.

         (b) The contractor agrees that no key personnel substitutions will be
permitted unless such substitutions are necessitated by an individual's sudden
illness, death, or termination of employment. All proposed substitutions shall
have qualifications equal to or higher than the qualifications of the person to
be replaced. The Contracting Officer shall be notified in writing of any
proposed substitution at least fifteen (15) days, or thirty (30) days if a
security clearance is to be obtained, in advance of the proposed substitution.
Such notification shall include:

                  (1) An explanation of the circumstances necessitating; the
substitution;
                  (2) A complete resume of the proposed substitute;
                  (3) The hourly rates of the incumbent and the proposed
substitute; and
                  (4) Any other information requested by the Contracting;
Officer to enable him/her to judge whether or not the Contractor is maintaining
the same high quality of personnel that provided the partial basis for award.

         (c) In the event a requirement to increase the specified level of
effort for a designated labor category, but not the overall level of effort of
the contract, occurs, the Contractor shall submit to the Contracting Officer a
written request for approval to add personnel to the designated labor category.
The same information as specified in paragraph (b) above is to be submitted with
the request.

         (d) The Contracting Officer shall evaluate requests for changes in
personnel and promptly notify the Contractor, in writing, whether the request is
approved or disapproved.

<PAGE>
                                N00178-03-C-1013                   Page 18 of 26
--------------------------------------------------------------------------------


Ddl-H42 SPECIAL PROVISIONS FOR SBIR CONTRACTS
---------------------------------------------

         (a) Research and Analytical Work. The contractor shall perform the
proportion listed below of the research and/or analytical work under this
contract unless an exception has been approved in advance, in writing, by the
contracting officer:

          Phase I contracts - at least two-thirds (2/3)
          Phase II contract -at least one-half (1/2)

         (b) Principal Investigator Primary Employment. The primary employment
of the principal investigator shall be with the contractor during the conduct of
this contract. Primary employment means that more than one-half of the principal
investigator's time is spent with the contractor and precludes full-time
employment with another organization.

         (c) Place of Performance. The research or research and development work
under this contract shall be performed in the United States. "United States"
means the fifty states, the Territories and possessions of the United States,
the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana
Islands, the Trust Territory of the Pacific Islands, and the District of
Columbia.

         (d) American-made equipment and products. When purchasing any equipment
or a product as a direct charge to the contract, the contractor shall purchase
only American-made equipment and products to the extent possible in keeping with
the overall purposes of the program.

Ddl-H50 NOTICE OF INCORPORATION OF SECTION K
--------------------------------------------

Section K of the solicitation (Representation, Certifications and Other
Statements of Offerors) will not be distributed with the contract; however, it
is incorporated in and forms a part of the resultant contract as though
furnished in hill text therewith.

<PAGE>
                                N00178-03-C-1013                   Page 19 of 26
--------------------------------------------------------------------------------


SECTION I - CONTRACT CLAUSES
----------------------------

CLAUSES INCORPORATED BY REFERENCE:
----------------------------------

52.209-6       Protecting the Government's Interest When Subcontracting JUL 1995
               With Contractors Debarred, Suspended, or Proposed for
               Debarment
52.211-15      Defense Priority And Allocation Requirements             SEP 1990
52.215-8       Order of Precedence--Uniform Contract Format             OCT 1997
52.219-6       Notice Of Total Small Business Set-Aside                 JUL 1996
52.222-3       Convict Labor                                            AUG 1996
52.222-21      Prohibition Of Segregated Facilities                     FEB 1999
52.222-26      Equal Opportunity                                        APR 2002
52.222-35      Equal Opportunity For Special Disabled Veterans,         DEC 2001
               Veterans of the Vietnam Era and Other Eligible Veterans
52.222-36      Affirmative Action For Workers With Disabilities         JUN 1998
52.222-37      Employment Reports On Special Disabled Veterans,         DEC 2001
               Veterans Of The Vietnam Era and Other Eligible Veterans
52.225-13      Restrictions on Certain Foreign Purchases                JUL 2000
52.227-1 Alt I Authorization And Consent (Jul 1995) - Alternate 1       APR 1984
52.232-2       Payments Under Fixed-Price Research And Development      APR 1984
               Contracts
52.232-23      Assignment Of Claims                                     JAN 1985
52.232-25      Prompt Payment                                           FEB 2002
52.232-33      Payment by Electronic Funds Transfer-Central Contractor  MAY 1999
               Registration
52.233-1       Disputes                                                 JUL 2002
52.233-3       Protest After Award                                      AUG 1996
52.243-1 Alt V Changes-Fixed-Price (Aug 1987) - Alternate V             APR 1984
52.244-6       Subcontracts for Commercial Items                        MAY 2002
52.249-1       Termination For Convenience Of The Government (Fixed     APR 1984
               Price) (Short Form)
52.249-9       Default (Fixed-Priced Research And Development)          APR 1984
252.204-7003   Control Of Government Personnel Work Product             APR 1992
252.204-7004   Required Central Contractor Registration                 NOV 2001
252.209-7004   Subcontracting With Firms That Are Owned or Controlled   MAR 1998
               By The Government of a Terrorist Country
252.225-7012   Preference For Certain Domestic Commodities              APR 2002
252.227-7016   Rights in Bid or Proposal Information                    JUN 1995
252.227-7018   Rights in Noncommercial Technical Data and Computer      JUN 1995
               Software--Small Business Innovation Research (SBIR)
               Program
252.227-7019   Validation of Asserted Restrictions--Computer Software   JUN 1995
252.227-7025   Limitations on the Use or Disclosure of Government-      JUN 1995
               Furnished Information Marked with Restrictive Legends
252.227-7030   Technical Data--Withholding of Payment                   MAR 2000


<PAGE>
                                N00178-03-C-1013                   Page 20 of 26
--------------------------------------------------------------------------------

252.227-7034   Patents--Subcontracts                                    APR 1984
252.227-7036   Declaration of Technical Data Conformity                 JAN 1997
252.227-7037   Validation of Restrictive Markings on Technical Data     SEP 1999
252.227-7039   Patents--Reporting Of Subject Inventions                 APR 1990
252.231-7000   Supplemental Cost Principles                             DEC 1991
252.235-7011   Final Scientific or Technical Report                     SEP 1999
252.243-7001   Pricing Of Contract Modifications                        DEC 1991

CLAUSES 1NCORPORATFD BY FULL TEXT
---------------------------------

52.217-7  OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR 1989)
-------------------------------------------------------------------------------

The Government may require the delivery of the numbered line item, identified in
the Schedule as an option item, in the quantity and at the price stated in the
Schedule. The Contracting Officer may exercise fire option by written notice to
the Contractor within 180 days after completion of the CL1N 0001 effort.
Delivery of added items shall continue at the same rate that like items are
called for under the contract, unless the parties otherwise agree.

52.227-11  PATENT RIGHTS--RETENTION BY THE CONTRACTOR (SHORT FORM) (JUNE 1997)
------------------------------------------------------------------------------

(a) Definitions.

         (1) "Invention" means any invention or discover which is or may be
patentable or otherwise protectable under title 35 of the United Suites Code, or
any novel variety of plant which is or may be protected under the Plant Variety
Protection Act (7 U.S.C. 2321, et seq.).

         (2) "Made" when used in relation to any intention means the conception
or first actual reduction to practice of such invention.

         (3) "Nonprofit organization" means a university or other institution of
higher education or an organization of the type described in section 501(c)(3)
of the Internal Revenue Code of 1454 (26 U.S.C. 501(e)) and exempt from taxation
under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any not
profit scientific or educational organization qualified under a state, nonprofit
organization statute.

         (4) "Practical application" means to manufacture, in the case of a
composition of product; to practice, in the case of a process or method, or to
operate, in the case of a machine or system; and, in each case, under such
conditions as to establish that the invention is being utilized and that is
benefits are, to the extant permitted by law or Government regulations,
available to the public on reasonable terms.

         (5) "Small business firm" means a small business concern as defined at
section 2 of Pub. L, 85-536 (15 U.S.C. 632) and implementing regulations of the
Administrator of the Small Business Administration. For the purpose of this
clause, the size standards for small business


<PAGE>
                                N00178-03-C-1013                   Page 21 of 26
--------------------------------------------------------------------------------


concerns involved in Government procurement and subcontracting at 13 CFR 1213-8
and 13 CFR 121.3-12, respectively, will be used.

         (6) "Subject invention" means any invention of the contractor conceived
or first actually reduced to practice in the performance of work under this
contract, provided that in the case of a variety of plant, the date of
determination (as defined in section 41(d) of the Plant Variety Protection Act,
7 U.S.C. 2401(d)) must also occur during the period of contract performance.

(b) Allocation of principal rights. The Contractor may retain the entire right,
title, and interest throughout the world to each subject invention subject to
the provisions of this clause and 35 U.S.C. 203. With respect to any subject
invention in which the Contractor retains title, the Federal Government shall
have a nonexclusive, nontransferable, irrevocable, paid-up license to practice
or have practiced for or on behalf of the United States the subject invention
throughout the world.

(c) Invention disclosure, election of title, and tiling of patent application by
Contractor.

         (1) The Contractor will disclose each subject invention to the Federal
agency within 2 months after the inventor discloses it in writing to Contractor
personnel responsible for patent matters. The disclosure to the agency shall be
in the farm of a written report and shall identify the contract under which ire
invention was made and the inventor(s). It shall be sufficiently complete in
technical detail to convey a clear understanding to the extent known at the time
of the disclosure, of the nature, purpose, operation, and the physical,
chemical, biological or electrical characteristics of the invention, The
disclosure shall also identify any publication, on sale or public use of the
invention and whether a manuscript describing; the invention has been submitted
for publication and, if so, whether it has been accepted for publication at the
time of disclosure. In addition, after disclosure to the agency, the Contractor
will promptly notify the agency of the acceptance of any manuscript describing
the invention for publication or of any on sale or public use planned by the
Contractor.

         (2) The Contractor will elect in writing whether or not to retain title
to any such invention by notifying the Federal agency within 2 years of
disclosure to the Federal agency. However, in any case inhere publication, on
sale or public use has initiated the 1-year statutory period wherein valid
patent protection can still be obtained in the United States, the period for
election of title may be shortened by the agency to a date that is no more than
60 days prior to the end of the statutory period.

         (3) The Contractor will file its initial patent application on a
subject invention to which it elects to retain title within I year after
election of title or, if earlier, prior to the end of any statutory period
wherein valid patent protection can he obtained in the United States after a
publication, on sale, or public use. The Contractor will file patent
applications in additional countries or international patent offices within
either 10 months of the corresponding initial patent application or 6 months
from the (late permission is granted by the Commissioner of Patents and
Trademarks to file foreign patent applications where such filing has been
prohibited by a Secrecy Order.


<PAGE>
                                N00178-03-C-1013                   Page 22 of 26
--------------------------------------------------------------------------------


         (4) Requests for extension of the time for disclosure election, and
filing under subparagraphs (c)(1), (2), and (3) of this clause may, at the
discretion of the agency, be granted.

(d) Conditions when the Government may obtain title. The Contractor will convey
to the Federal agency, upon written request, title to any subject invention--

         (1) If the Contractor fails to disclose or elect title to the subject
invention within the tunes specified in paragraph (c) of this clause, or elects
not to retain title, provided, that the agency may only request title within 60
days after learning of the failure of the Contractor to disclose or elect
within the specified tines.

         (2) In those countries in which the Contractor fails to file patent
applications within the times specified in paragraph (c) of this clause;
provided however, that if the Contractor has filed a patent application in a
country after the times specified in paragraph (c) of this clause, but prior to
its receipt of the written request or the federal agency, the Contractor shall
continue to retain title in that country.

         (3) In any country in which the Contractor decides not to continue the
prosecution of any application for, to pay the maintenance fees on, or defend in
reexamination or opposition proceeding on, a patent on a subject invention.

(e) Minimum rights to Contractor and protection of the Contractor right to file.

         (1) The Contractor will retain a nonexclusive royalty-free license
throughout the world in each subject invention to which the Government obtains
title, except if the Contractor fails to disclose the invention within the times
specified in paragraph (c) of this clause. The Contractor's license extends to
its domestic subsidiary and affiliates, if any, within the corporate structure
of which the Contractor is a party and includes the right to grant sublicenses
of the same scope to the extent the Contractor was legally obligated to do so at
the time the contract was awarded. The license is transferable only with the
approval of the federal agency, except when transferred to the successor of that
part of the Contractor's business to which the invention pertains.

         (2) The Contractor's domestic license may be revoked or modified by the
funding Federal agency to the extent necessary to achieve expeditious practical
application of subject invention pursuant to an application for an exclusive
license submitted in accordance with applicable provisions at 37 CFR Part 404
and agency licensing regulations (if any). This license will not be revoked in
that field of use or the geographical areas in which the Contractor has achieved
practical application and continues to make the benefits of the invention
reasonably accessible to the public. The license in any foreign country may be
revoked or modified at the discretion of the funding Federal agency to the
extent the Contractor, its licensees, or the domestic subsidiaries or affiliates
have failed to achieve practical application in that foreign country.

         (3) Before revocation or modification of the license, the funding
Federal agency will furnish the Contractor a written notice of its intention to
revoke or modify the license, and the Contractor will be allowed 30 days (or
such either time as may be authorized by the funding Federal agency for good
cause shown by the Contractor) after the notice to show cause why the


<PAGE>
                                N00178-03-C-1013                   Page 23 of 26
--------------------------------------------------------------------------------

license should not be revoked or modified. The Contractor has the right to
appeal, in accordance with applicable regulations in 37 CFR Part 404 and agency
regulations if any, concerning the licensing of Government-owned inventions, any
decision concerning the revocation or modification of the license.

(f) Contractor action to protect the Government's interest.

         (1) The Contractor agrees try execute or to have executed and promptly
deliver to the Federal agency all instruments necessary to (i) establish or
confirm the rights the Government has throughout, the world in those subject
inventions to which the Contractor elects to retain title, and (ii) convey title
to the Federal agency when requested under paragraph (d) of this clause and to
enable the Government to obtain patent protection throughout the world in that
subject invention.

         (2) The Contractor agrees to require, by written agreement, its
employees, other than clerical and nontechnical employee's, to disclose
promptly in writing to personnel identified as responsible for the
administration of patent matters and in a format suggested by the Contractor
each subject invention made under contract in order that the Contractor can
comply with the disclosure provisions of paragraph (c) of this clause, and to
execute all papers necessary to file patent applications on subject inventions
and to establish the Government's rights in the subject inventions. This
disclosure format should require, as a minimum, the information required by
subparagraph (c)(1) of this clause. The Contractor shall instruct such
employees, through employee agreements or other suitable educational programs,
on the importance of reporting inventions in sufficient time to permit the
filing of patent applications prior to U.S. or foreign statutory bars.

         (3) The Contractor will notify the Federal agency of any decisions not
to continue the prosecution of a patent application, pay maintenance fees, or
defend in a reexamination or opposition proceeding on a patent, in any country,
now less than 30 days before the expiration of the response period required by
the relevant patent office.

         (4) The Contractor agrees to include, within the specification of any
United States patent application and any patent issuing thereon covering a
subject invention, the following statement, "This invention was made with
Government support under (identify the contract) awarded by (identify the
Federal agency). The Government has certain rights in the invention."

(g) Subcontracts.

         (1) The Contractor will include this clause, suitably modified to
identify the parties, in all subcontracts, regardless of tier, for experimental,
developmental, or research work to be performed by a small business firm or
domestic nonprofit organization. The subcontractor will retain all rights
provided for the Contractor in this clause, and the Contractor will not, as part
of the consideration for awarding the subcontract, obtain rights in the
subcontractor's subject inventions.


<PAGE>
                                N00178-03-C-1013                   Page 24 of 26
--------------------------------------------------------------------------------


         (2) The Contractor will include in all other subcontracts, regardless
of tier, for experimental, developmental, or research work the patent rights
clause required by Subpart 27.3.

         (3) In the case of subcontracts, at any tier, the agency,
subcontractor, and the Contractor agree that the mutual obligations of the
parties created by this clause constitute a contract between the subcontractor
and the Federal agency with respect to the matters covered by the clause;
provided, however, that nothing in this paragraph is intended to confer any
jurisdiction under the Contract Disputes Act in connection with proceedings
under paragraph (j) of this clause,

(h) Reporting on utilization of subject inventions. The Contractor agrees to
submit, on request, periodic reports no more frequently than annually on the
utilization of a subject invention or on efforts at obtaining such utilization
that are being made by the Contractor or its licensees or assignees, Such
reports shall include information regarding the status of development, date of
first commercial sale or use, grass royalties received by the Contractor, and
such other data and information as the agency may reasonably specify. The
Contractor also agrees to provide additional reports as may be requested by the
agency in connection with any march-in proceeding undertaken by the, agency in
accordance with paragraph (j) of this clause. As required by 35 U.S.C,
202(c)(5), the agency agrees it will not disclose such information to persons
outside the Government without permission of the Contractor.

(i) Preference for United States industry. Notwithstanding any other provision
of this clause, the Contractor agrees that neither it nor any assignee will
grant to any person the exclusive right to use or sell any subject invention in
the United States unless such person agrees that any product embodying the
subject invention or produced through the use of the subject invention will be
manufactured substantially in the United States, However, in individual cases,
the requirement for such an agreement may be, waived by the Federal agency upon
a showing by the Contractor or its assignee that reasonable but unsuccesful
efforts have been made to grant licenses can similar terms to potential
licensees that would be likely to manufacture substantially in the United
States or that under the circumstances domestic manufacture is not commercially
feasible.

(j) March-in rights. The Contractor agrees that, with respect to any subject
invention in which it has acquired title, the Federal agency has the right in
accordance with the procedures in 37 CFR 401.6 and any supplemental regulations
of the agency to require the Contractor, an assignee or exclusive licensee of a
subject invention to grant a nonexclusive, partially exclusive, or exclusive
license in any field of use to a responsible applicant or applicants, upon terms
that are reasonable under the circumstances, and if the Contractor, assignee, or
exclusive licensee refuses such a request the Federal agency has the right to
grant such a license itself if the Federal agency determines that--

         (1) Such action is necessary because the Contractor or assignee has not
taken, or is not expected to take within a reasonable time, effective steps to
achieve practical application of the subject invention in such field of use;

         (2) Such action is necessary to alleviate health or safety needs which
are not reasonably


<PAGE>
                                N00178-03-C-1013                   Page 25 of 26
--------------------------------------------------------------------------------

satisfied by the Contractor, assignee, or their licensees;

         (3) Such action is necessary to meet requirements for public use
specified by Federal regulations and such requirements are not reasonably
satisfied by the Contractor, assignee, or licensees; or

         (4) Such action is necessary because the agreement required by
paragraph (i) of this clause has not been obtained or waived or because a
licensee of the exclusive right to use or sell any subject invention in the
United States is in breach of such agreement.

(k) Special provisions for contracts with nonprofit organizations. If the
Contractor is a nonprofit organization, it agrees that--

         (1) Rights to a subject invention in the United States may not be
assigned without the approval of the Federal agency, except where such
assignment is made to an organization which has as one of its primary functions
the management of inventions; provided, that such assignee will be subject to
the same provisions as the Contractor;

         (2) The Contractor will share royalties collected on a subject
invention with the inventor, including Federal employee co-inventors (when the
agency deems it appropriate) when the subject invention is assigned in
accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;

         (3) The balance of any royalties or income earned by the Contractor
with respect to subject inventions, after payment of expenses (including
payments to inventors) incidental to the administration of subject inventions
will be utilized for the support of scientific research or education, and

         (4) It will make efforts that are reasonable under the circumstances to
attract licensees of subject inventions that are small business firms, and that
it will give a preference to a small business firm when licensing a subject
invention if the Contractor determines that the small business firm has a plan
or proposal for marketing the invention which, if executed, is equally as likely
to bring the invention to practical application as any plans or proposals from
applicants that are not small business firms; provided, that the Contractor is
also satisfied that the small business firm has the capability and resources to
carry out its plan or proposal. The decision whether to give a preference in any
specific case will be at the discretion of the contractor. However, the
Contractor agrees that the Secretary of Commerce may review the Contractor's
licensing program and decisions regarding small business applicants, and the
Contractor will negotiate changes to its licensing policies, procedures, or
practices with the Secretary of Commerce when the Secretary's review discloses
that the Contractor could take reasonable steps to more effectively implement
the requirements of this subparagraph (k)(4).

(1) Communications.

The contractor shall report inventions in accordance with DFARS 252.227-4039
incorporated by reference in this contract.

<PAGE>

                                N00178-03-C-1013                   Page 26 of 26
--------------------------------------------------------------------------------

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)
-----------------------------------------------------

This contract incorporates one or more clauses by reference, with the same force
and effect as if they were given in full text. Upon request, the Contracting
Officer will make their full text available. Also, the full text of a clause may
be accessed electronically at this/these address(es).

http://www.arnet.gov/far/
http://www.acq.osd.mil/dp/dars/dfars

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)
----------------------------------------------------

         (a) The use in this solicitation or contract of any Federal Acquisition
Regulation (48 CFR Chapter 2) clause with an authorized deviation is indicated
by the addition of "(DEVIATION)" after the date of the clause.

         (b) The use in this solicitation or contract of any DFARS (48 CFR
Chapter 2) clause with an authorized deviation is indicated by the addition of
"(DEVIATION)" after the name of the regulation.

252.235-7010 Acknowledgment of Support and Disclaimer. (MAY 1995)
-----------------------------------------------------------------

         (a) The Contractor shall include an acknowledgment of the Government's
support in the publication of any material based on or developed under this
contract, stated in the following terms: This material is based upon work
supported by the Naval Surface Warfare Center, Dahlgren Division under Contract
Number N00178-03-C-1013.

         (b) All material, except scientific articles or papers published in
scientific journals, must, in addition to any notices or disclaimers by the
Contractor, also contain the following; disclaimer: Any opinions, findings and
conclusions or recommendations expressed in this material are those of the
author(s) and do not necessarily reflect the mews of the Naval Surface Warfare
Center, Dahlgren Division.

SECTION J - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS
--------------------------------------------------------------

CLAUSES INCORPORATED BY FULL TEXT

Ddl-J10 LIST OF ATTACHMENTS
---------------------------

Attachment J.1 - Contract Data Requirements List. DD1423


<PAGE>
CONTRACT DATA REQUIREMENTS LIST

A. CONTRACT LINE ITEM NO.
     SEE 16

B. EXHIBIT

C. CATEGORY

D. SYSTEM/ITEM
     Small Business Innovation Research

E. CONTRACT/PR NO.
     N00178-03-C-1013

F. CONTRACTOR
     ASI Technology Corporation
--------------------------------------------------------------------------------
1. DATA ITEM NO.                   A001
2. TITLE OF DATA ITEM              Status Report
3. SUBTITLE                        Phase I Monthly Status Report
4. AUTHORITY                       DI-MGMT-80368
5. CONTRACT REFERENCE
6. REQUIRING OFFICE                NSWCDD Code B04-SBIR
7. DD 250 REQ.                     LT
8. APP CODE                        --
9. DIST STATEMENT REQUIRED         B
10. FREQUENCY                      MTHLY
11. AS OF DATE                     SEE 16
12. DATE OF FIRST SUBMISSION       35 DAC
13. DATE OF SUBSEQUENT SUBMISSION  SEE 16
--------------------------------------------------------------------------------
14. DISTRIBUTION
     a. ADDRESSEE                      b. COPIES
                                   Draft      Final
                                           Reg   Report
     TPOC                           0       1      0
     Dr. Michael Arthur
     NSWCDD
     Procurement Div.               0       1      0
     Salisbury/SDS11C

     ATL TPOC                       0       1      0
     If Identified

     PEO SPONSOR                    0       1      0
     Douglas Marker

15. TOTAL                                   4
--------------------------------------------------------------------------------

16. REMARKS

Monthly Status Report. Report, signed by a Corporate Officer, to be delivered 35
days after beginning of contract and every month thereafter. Cost based on
contractor format is acceptable.

CI-MGMT-80368 Section 10.2.2.3 is not required.

Address all work (conducted or completed) during the report period, include a
point of contact for additional information.

Inventions and Computer programs originating during the report period shall be
identified in the report; if none are originated, a statement to that effect
shall be made.

Submit the report with the above Block 3 Subtitle, the Contract Number, and the
report submission date.

Block A and 5: Applied to all CLINS and sub-CLINS which reference CDRL A001.

Block 9: Distribution statement B applies - "Distribution authorized to US
Government agencies only. Other requests for this document must be referred to
NSWCDD/B04"; to protect information not owned by the US Government and protected
by a SBIR Contractor's "Limited Rights" as described in the SBIR Solicitation.
Date of Limited Rights determination is the date of Contractor's proposal to
employ proprietary information in the conduct of a SBIR contract.

G. PREPARED BY           C.S. STOUT, B049
H. DATE
I. APPROVED BY           R.G. VERMILLION, B04
J. DATE

<PAGE>
CONTRACT DATA REQUIREMENTS LIST

A. CONTRACT LINE ITEM NO.
     SEE 16

B. EXHIBIT

C. CATEGORY

D. SYSTEM/ITEM
     Small Business Innovation Research

E. CONTRACT/PR NO.
     N00178-03-C-1013

F. CONTRACTOR
     ASI Technology Corporation
--------------------------------------------------------------------------------
1. DATA ITEM NO.                   A002
2. TITLE OF DATA ITEM              Contract Summary Report
3. SUBTITLE                        Phase I Preliminary Report
4. AUTHORITY                       DI-ADMN 80447
5. CONTRACT REFERENCE
6. REQUIRING OFFICE                NSWCDD Code B04-SBIR
7. DD 250 REQ.                     LT
8. APP CODE                        --
9. DIST STATEMENT REQUIRED         B
10. FREQUENCY                      OTIME
11. AS OF DATE
12. DATE OF FIRST SUBMISSION       30 DPCC
13. DATE OF SUBSEQUENT SUBMISSION  NONE
--------------------------------------------------------------------------------
14. DISTRIBUTION
     a. ADDRESSEE                      b. COPIES
                                   Draft      Final
                                           Reg   Report
     TPOC                           0       3      0
     Dr. Michael Arthur
     ATL TPOC                       0       1      0
     If Identified

     NSWCDD
     Procurement Div.
     Salisbury/XDS11C
     Letter of
     Transmittal Only

15. TOTAL                                   4
--------------------------------------------------------------------------------

16. REMARKS

Phase I Preliminary Report. Preliminary Report to be delivered 30 calendar prior
to completion of contract.

Block 3: Preliminary report shall be a draft of CDRL A003 "Final Report",
outlining and synopsizing the critical information to be presented in the Final
Report, and shall be submitted expressly for COTR Comment. Identification of all
Technical Data Rights to be claimed by the Contractor and preserved for the
Government shall be included in this draft report.

Block A and 5: Applies to all CLINS and sub-CLINS which reference CDRL A002.

Block 9: Distribution statement B applies - "Distribution authorized to US
Government agencies only. Other requests for this document must be referred to
NSWCDD/B04"; to protect information not owned by the US Government and protected
by a SBIR Contractor's "Limited Rights" as described in the SBIR Solicitation.
Date of Limited Rights determination is the date of Contractor's proposal to
employ proprietary information in the conduct of a SBIR contract.


G. PREPARED BY           C.S. STOUT, B049
H. DATE
I. APPROVED BY           R.G. VERMILLION, B04
J. DATE


<PAGE>
CONTRACT DATA REQUIREMENTS LIST

A. CONTRACT LINE ITEM NO.
     SEE 16

B. EXHIBIT

C. CATEGORY

D. SYSTEM/ITEM
     Small Business Innovation Research

E. CONTRACT/PR NO.
     N00178-03-C-1013

F. CONTRACTOR
     ASI Technology Corporation
--------------------------------------------------------------------------------
1. DATA ITEM NO.                   A003
2. TITLE OF DATA ITEM              Contract Summary Report
3. SUBTITLE                        Phase I Final Report
4. AUTHORITY                       DI-ADMN-80447
5. CONTRACT REFERENCE
6. REQUIRING OFFICE                NSWCDD Code B04-SBIR
7. DD 250 REQ.                     DD
8. APP CODE                        A
9. DIST STATEMENT REQUIRED         C
10. FREQUENCY                      OTIME
11. AS OF DATE
12. DATE OF FIRST SUBMISSION       CC
13. DATE OF SUBSEQUENT SUBMISSION  15 DARC
--------------------------------------------------------------------------------
14. DISTRIBUTION
     a. ADDRESSEE                      b. COPIES
                                   Draft      Final
                                           Reg   Report
     TPOC                           0       5      0
     Dr. Michael Arthur
     ATL TPOC                       0       2      0
     If Identified

     NSWCDD
     Code B04-SBIR
     Attn: R. Vermillion            0       1      0

     NSWCDD
     Procurement Div.               0       0      0
     Salisbury/XDS11C
     Letter of
     Transmittal Only
     Salisbury/XDS11C

     SPONSOR                        0       1      0
     Richard Milligan

15. TOTAL                                   9
--------------------------------------------------------------------------------

16. REMARKS

Phase I Final Report. Report to be delivered at completion of contract.

Block 3: Typed report, with cover page bearing: the Block 3 Subtitle; the
Contract Number; the SBIR Topic Number; and the report submission date.

Report shall include a single page project summary per SBIR Program Solicitation
paragraph entitled "Reports" providing the inception dates of each Invention and
Computer Program originating under the contract, and provide respective patent
and copyright application data.

Report body shall present the work completed in sufficient detail to permit
independent verification of the results obtained; shall detail major
accomplishments and Phase III transition plans (including patent and copyright
applications); and shall cite applicable prior and existing Technical Data
Rights utilized in performance of the Contract (if any).

Block A and 5: Applies to all CLINS and sub-CLINS which reference CDRL A004.

Block 8: Approval will be based on compliance with work statement requirements
and technical content.

Block 9: Distribution statement B applies - "Distribution authorized to US
Government agencies only. Other requests for this document must be referred to
NSWCDD/B04"; to protect information not owned by the US Government and protected
by a SBIR Contractor's "Limited Rights" as described in the SBIR Solicitation.
Date of Limited Rights determination is the date of Contractor's proposal to
employ proprietary information in the conduct of a SBIR contract.


G. PREPARED BY           C.S. STOUT, B049
H. DATE
I. APPROVED BY           R.G. VERMILLION, B04
J. DATE

<PAGE>
CONTRACT DATA REQUIREMENTS LIST

A. CONTRACT LINE ITEM NO.
     SEE 16

B. EXHIBIT

C. CATEGORY

D. SYSTEM/ITEM
     Small Business Innovation Research

E. CONTRACT/PR NO.
     N00178-03-C-1013

F. CONTRACTOR
     ASI Technology Corporation
--------------------------------------------------------------------------------
1. DATA ITEM NO.                   A004
2. TITLE OF DATA ITEM              Report of Invention and Disclosure
3. SUBTITLE                        Patent Application for Invention
4. AUTHORITY                       "37-CFR Chapter 1"
5. CONTRACT REFERENCE              SEE BLOCK 16
6. REQUIRING OFFICE                NSWCDD Code B04-SBIR
7. DD 250 REQ.                     LT
8. APP CODE                        A
9. DIST STATEMENT REQUIRED         B
10. FREQUENCY                      ONE/R
11. AS OF DATE
12. DATE OF FIRST SUBMISSION       See Blk 16
13. DATE OF SUBSEQUENT SUBMISSION  15 DARC
--------------------------------------------------------------------------------
14. DISTRIBUTION
     a. ADDRESSEE                      b. COPIES
                                   Draft      Final
                                           Reg   Report
     TPOC                           0       1      0

     NSWCDD
     Code B04-SBIR
     Attn: R. Vermillion            0       1      0

     NSWCDD
     Procurement Div.
     Letter of
     Transmittal Only
     Salisbury/XDS11C


15. TOTAL                                   2
--------------------------------------------------------------------------------

16. REMARKS

Block 3: A Patent application prepared in accordance with the Rules of Practice
of the United States Patent and Trademark Office (PTO) (as set forth in 37 CFR
Chapter 1), including Specification, Drawings, Abstract, and one or more Claims,
together with an appropriate declaration executed by the inventor or inventors,
all in accordance with 37 CFR. The Patent Application shall be accompanied by
one of the two instruments described below:

1. An assignment of the invention by the Contractor to the Government of the
United States of America as represented by the Secretary of the Navy shall be
delivered to the Contracting Officer upon exercise of the Contractor's election
under FAR 52.227-11 to not apply to the PTO for Patent (the Government applies
for patent and you receive use license).

2. A confirmatory instrument identifying the Patent by PTO application serial
number and filing date and confirming nonexclusive, non transferable,
irrevocable, paid-up license to practice or have practiced the invention for or
on behalf of the United States, and also granting the Government in irrevocable
power to inspect and make copies of the application and related papers in the
PTC, shall be delivered to the Contracting Officer upon exercise of the
Contractor's selection under FAR 52.227-11 to apply to the PTO for Patent. (The
Government received license to use your Patent.)

Block A and 5: Applies to all CLINS and sub-CLINS which reference CDRL A004.

Block 9: Distribution statement B applies - "Distribution authorized to US
Government agencies only. Other requests for this document must be referred to
NSWCDD/B04"; to protect information not owned by the US Government and protected
by a SBIR Contractor's "Limited Rights" as described in the SBIR Solicitation.
Date of Limited Rights determination is the date of Contractor's proposal to
employ proprietary information in the conduct of a SBIR contract.

Block 12: per FAR 52

G. PREPARED BY           C.S. STOUT, B049
H. DATE
I. APPROVED BY           R.G. VERMILLION, B04
J. DATE


<PAGE>
CONTRACT DATA REQUIREMENTS LIST

A. CONTRACT LINE ITEM NO.
     SEE 16

B. EXHIBIT

C. CATEGORY

D. SYSTEM/ITEM
     Small Business Innovation Research

E. CONTRACT/PR NO.
     N00178-03-C-1013

F. CONTRACTOR
     ASI Technology Corporation
--------------------------------------------------------------------------------
1. DATA ITEM NO.                   A005
2. TITLE OF DATA ITEM              Contract Summary Report
3. SUBTITLE                        Phase II Plan
4. AUTHORITY                       DI-ADMN 80447
5. CONTRACT REFERENCE
6. REQUIRING OFFICE                NSWCDD, Code B04-SBIR
7. DD 250 REQ.                     LT
8. APP CODE
9. DIST STATEMENT REQUIRED         B
10. FREQUENCY                      OTIME
11. AS OF DATE
12. DATE OF FIRST SUBMISSION       See 16
13. DATE OF SUBSEQUENT SUBMISSION  NONE
--------------------------------------------------------------------------------
14. DISTRIBUTION
     a. ADDRESSEE                      b. COPIES
                                   Draft      Final
                                           Reg   Report
     TPOC                           0       3      0
     Dr. Michael Arthur
     NSWCDD
     Code B04-SBIR
     Attn: R. Vermillion            0       1      0

     NSWCDD
     Procurement Div.
     Letter of
     Transmittal Only
     Salisbury/XDS11C

     ALT TPOC                       0       2       0
     If Identified

     DIV Sponsor                    0       2       0
     If Identified

15. TOTAL                                   8
--------------------------------------------------------------------------------

16. REMARKS

The 5 Page Phase II plan to be delivered 120 days after contract award is used
to gain a better understanding of what the SBIR contractor plans to accomplish
under a Phase II effort. This plan along with the Phase I final report will be
used to decide whether or not a full Phase II proposal will be requested.

The following should be used as a format for the 5 Page Phase II Plan:

1. The cover (which will not count as a page) should have the Proposal Title,
Principal Investigator, (with phone and E-mail), Phase I contract #, Phase I
award start and end dates, Indication of whether a Phase I option was awarded
under the current contract and the name of the Government Technical Monitor.

2. The body of plan you should include all of the following: a brief reference
of the relevant Phase I solicitation topic and technical objective, a detailed
description of the proposed Phase II objective, work plan, anticipated benefits,
transition plans, commercialization applications, any matching dollars that will
be applied to the Phase II effort, qualifications of key personnel, proposed
facilities/equipment, and estimated costs. The potential to transition the
technology into the Navy fleet is a critical evaluation criteria. Your detailed
plans describing how the technology will be transitioned along with your success
in transition past SBIR/STTR or other work will be included as part of this
evaluation.

3. You may include also include discussions of related work and the companies
ability to successful transition other efforts, but this will be included as
part of the 5 page limit.

4. You may attach letters of endorsement from within the DOD or private sector
which discuss the direct benefit of the technology to them and their intent of
follow on funding either during Phase II or under a Phase III award. Letters of
endorsement are strongly encouraged and are important to show a clear Navy need
for the technology and an indication from the transition partners that they are
on board and support the technology. Letters of endorsement will not be counted
towards your 5 page limit.

Block A and 5: Applies to all CLINS and sub-CLINS which reference CDRL A005.



G. PREPARED BY           C.S. STOUT, B049
H. DATE
I. APPROVED BY           R.G. VERMILLION, B04
J. DATE