<PAGE>

                                                                   EXHIBIT 10.36

                        USAF CRADA NUMBER 02-263-AMWC-02
                 COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
                                     BETWEEN
                           USAF AIR MOBILITY BATTLELAB
                                       AND
                                  EUROTECH LTD.

ARTICLE 1.  PREAMBLE

1.1     This Cooperative Research and Development Agreement (Agreement) for
        performing the work described in the Work Plan attached hereto as
        Appendix A is entered into pursuant to 15 U.S.C. ss. 3710a (as amended)
        and Air Force Policy Directive 61-3 and Air Force Instruction 61-302 by
        and between Eurotech Ltd. (Hereinafter referred to as "Collaborator"),
        located at 10306 Eaton Place Suite 220 Fairfax, VA 22030 USA and the
        United States of America as represented by the Department of the Air
        Force, USAF Air Mobility Battlelab, (hereinafter referred to as the "Air
        Force Activity"), located at Fort Dix, New Jersey. The terms and
        conditions of this Agreement are set forth as follows.


ARTICLE 2.  DEFINITIONS

2.1     As used in this Agreement, the following terms shall have the following
        meanings and such meanings shall be applicable to both the singular and
        plural forms of the terms. All other terms of this Agreement shall be
        ascribed their plain, commonly accepted definitions.

2.2     "CREATED" in relation to any copyrightable work means when the work is
        fixed in any tangible medium of expression for the first time, as
        provided for at 17 U.S.C.ss.101.

2.3     "EFFECTIVE DATE" means the earlier of: (a) the date of the last
        signature of the duly authorized representatives of the parties and the
        REVIEWING OFFICIAL; or (b) thirty (30) days after the receipt of a
        signed copy of this Agreement by the REVIEWING OFFICIAL without that
        official taking any action thereon.

2.4     "GOVERNMENT" means the Government of the United States of America.

2.5     "SPECIAL PURPOSE LICENSE" means a license to the GOVERNMENT conveying a
        nonexclusive, nontransferable, irrevocable, worldwide, royalty-free
        license to practice and have practiced an INVENTION for or on behalf of
        the GOVERNMENT for research or other government purposes and conveying a
        nonexclusive, nontransferable, irrevocable, worldwide, royalty-free
        license to use, duplicate, prepare derivative works, distribute or
        disclose copyrighted works or Proprietary Information in whole or in


<PAGE>

        part and in any manner, and to have or permit others to do so, for
        research or other government purposes. Research or other government
        purposes include competitive procurement, but do not include the right
        to have or permit others to practice an INVENTION or use, duplicate,
        prepare derivative works, distribute or disclose copyrighted works or
        Proprietary Information for commercial purposes.

2.6     "INVENTION" means any invention or discovery that is or may be
        patentable or otherwise protectable under Title 35 of the United States
        Code or any novel variety of plant which is or may be protectable under
        the Plant Variety Protection Act (7 U.S.C. ss. 2321 ET SEQ).

2.7     "MADE" in relation to any INVENTION means the conception or first actual
        reduction to practice of such INVENTION.

2.8     "Proprietary Information" means information which embodies trade secrets
        or which is confidential technical, business or financial information
        provided that such information:
        i)      is not generally known, or is not available from other sources
                without obligations concerning its confidentiality;
        ii)     has not been made available by the owners to others without
                obligation concerning its confidentiality;
        iii)    is not described in an issued patent or a published copyrighted
                work or is not otherwise available to the public without
                obligation concerning its confidentiality; or
        iv)     can be withheld from disclosure under 15 U.S.C.ss.3710a(c)(7)(A)
                & (B) and the Freedom of Information Act, 5 U.S.C.ss.552 ET SEQ;
                and
        v)      is identified as such by labels or markings designating the
                information as proprietary.

2.9     "REVIEWING OFFICIAL" means the authorized representative of the
        Department of the Air Force who is identified on the signature page of
        this Agreement.

2.10    "UNDER" as used in the phrase "Under this Agreement" means within the
        scope of work to be performed as described in the Work Plan.


ARTICLE 3.  WORK PLAN

3.1     Appendix A sets forth the nature and scope of the work to be performed
        UNDER THIS AGREEMENT, including any equipment, maintenance and other
        support, and any associated reporting requirements.

                                       2
<PAGE>

3.2     The COLLABORATOR may inspect GOVERNMENT property identified in Appendix
        A prior to use. Such property may be repaired or modified at the
        COLLABORATOR'S expense only after obtaining the written approval of the
        AIR FORCE ACTIVITY. Any repair or modification of the property shall not
        affect the title of the GOVERNMENT. Unless AIR FORCE ACTIVITY hereafter
        otherwise agrees, the COLLABORATOR shall, at no expense to the AIR FORCE
        ACTIVITY, return all GOVERNMENT property after termination or expiration
        of this AGREEMENT in the condition in which it was received, normal wear
        and tear excepted. Unless the COLLABORATOR hereafter otherwise agrees,
        the AIR FORCE ACTIVITY shall return all of COLLABORATOR's property after
        termination or expiration of this AGREEMENT in the condition in which it
        was received, normal wear and tear excepted.

3.3     The parties agree to confer and consult with each other prior to
        publication or other public disclosure of the results of work UNDER THIS
        AGREEMENT to ensure that no PROPRIETARY INFORMATION or military critical
        technology or other controlled information is released. Prior to
        submitting a manuscript for publication or before any other public
        disclosure, each party will offer the other party ample opportunity to
        review such proposed publication or disclosure, to submit objections,
        and to file applications for patents in a timely manner.


ARTICLE 4.  FINANCIAL OBLIGATIONS

4.1       Except as otherwise stated in the Work Plan described in Appendix A,
          each party shall bear it own expenses in the performance of work UNDER
          THIS AGREEMENT.

4.2     The COLLABORATOR is responsible for the shipment of all COLLABORATOR
        owned property.

4.3     This Agreement does not create any contractual obligation, express or
        implied, on Air Force Activity and/or Government to purchase goods or
        services from COLLABORATOR.


ARTICLE 5.  PATENTS

5.1     DISCLOSURE OF INVENTIONS. Each party shall report to the other party, in
        writing, each INVENTION MADE Under this Agreement, promptly after the
        existence of each such INVENTION, in the exercise of reasonable
        diligence, becomes known.

5.2     RIGHTS IN INVENTIONS. Each party shall separately own any INVENTION MADE
        solely by its respective employees Under this Agreement. INVENTIONS MADE
        jointly by the Air Force Activity and the Collaborator employees shall
        be jointly owned by both parties. The Collaborator shall have an option
        to choose an exclusive license for a pre-negotiated field of use at a
        reasonable royalty rate, subject to the conditions set forth in 15
        U.S.C.ss. 3710a(b)(1)(A), (B) & (C), in any INVENTION MADE in whole or
        in part by Air Force Activity employees Under this Agreement. The
        Collaborator shall exercise the option to obtain a license by giving


                                       3
<PAGE>

        written notice thereof to the Air Force Activity within three (3) months
        after disclosure of the INVENTION under paragraph 5.1. The royalty rate,
        field of use and other terms and conditions of the license shall be set
        forth in a separate license agreement and shall be negotiated promptly
        after notice is given. The Collaborator hereby grants to the GOVERNMENT,
        in advance, a SPECIAL PURPOSE LICENSE in any INVENTION MADE by the
        Collaborator employees Under this Agreement.

5.3     FILING PATENT APPLICATIONS. The Collaborator shall have the first option
        to file a patent application on any INVENTION MADE Under this Agreement,
        which option shall be exercised by giving notice in writing to the Air
        Force Activity within three (3) months after disclosure of the INVENTION
        under paragraph 5.1, and by filing a patent application in the U.S.
        Patent and Trademark Office within six (6) months after written notice
        is given. If the Collaborator elects not to file or not to continue
        prosecution of a patent application on any such INVENTION in any country
        or countries, the Collaborator shall notify the Air Force Activity
        thereof at least three (3) months prior to the expiration of any
        applicable filing or response deadline, priority period or statutory bar
        date. In any country in which the Collaborator does not file, or does
        not continue prosecution of, or make any required payment on, an
        application or patent on any such INVENTION, the Air Force Activity may
        file, or continue prosecution of, or make any required payment on, an
        application or patent, and the Collaborator agrees, upon request by the
        Air Force Activity, to assign to the GOVERNMENT all right, title and
        interest of the Collaborator in any such application or patent and to
        cooperate with the Air Force Activity in executing all necessary
        documents and obtaining cooperation of its employees in executing such
        documents related to such application or patent. The party filing an
        application shall provide a copy thereof to the other party.

        NOTE: Any patent application filed on any INVENTION MADE Under this
        Agreement shall include in the patent specification thereof the
        statement: "This invention was made in the performance of a Cooperative
        Research and Development Agreement with the Department of the Air Force.
        The Government of the United States has certain rights to use the
        invention."

5.4     PATENT EXPENSES. Unless otherwise agreed, the party filing an
        application shall pay all patent application preparation and filing
        expenses and issuance, post issuance and patent maintenance fees
        associated with that application.


ARTICLE 6.  COPYRIGHTS

6.1     The Collaborator shall own the copyright in all works CREATED in whole
        or in part by the Collaborator Under this Agreement, which are
        copyrightable under Title 17, United States Code. The Collaborator shall
        mark any such works with a copyright notice showing the Collaborator as
        an owner and shall have the option to register the copyright at the
        Collaborator'S expense.

                                       4
<PAGE>

6.2     The Collaborator hereby grants in advance to the GOVERNMENT a SPECIAL
        PURPOSE LICENSE in all copyrighted works CREATED Under this Agreement.
        The Collaborator will prominently mark each such copyrighted work
        subject to the SPECIAL PURPOSE LICENSE with the words: "This work was
        created in the performance of a Cooperative Research and Development
        Agreement with the Department of the Air Force. The Government of the
        United States has certain rights to use this work."

6.3     The Collaborator shall furnish to the Air Force Activity, at no cost to
        the Air Force Activity, three (3) copies of each work CREATED in whole
        or in part by the Collaborator Under this Agreement.


ARTICLE 7.  PROPRIETARY INFORMATION

7.1     Neither party to this AGREEMENT shall deliver to the other party any
        PROPRIETARY INFORMATION not developed UNDER THIS AGREEMENT, except with
        the written consent of the receiving party. Unless otherwise expressly
        provided in a separate document, such PROPRIETARY INFORMATION shall not
        be disclosed by the receiving party except under a written AGREEMENT of
        confidentiality to employees and contractors of the receiving party who
        have a need for the information in connection with their duties UNDER
        THIS AGREEMENT. Neither party shall be liable for release of unmarked
        information.

7.2.1   PROPRIETARY INFORMATION developed UNDER THIS AGREEMENT shall be owned by
        the developing party, and any jointly developed PROPRIETARY INFORMATION
        shall be jointly owned. GOVERNMENT shall have a SPECIAL PURPOSE LICENSE
        to use, duplicate and disclose, in confidence, and to authorize others
        to use, duplicate and disclose, in confidence, for government purposes,
        any such PROPRIETARY INFORMATION developed UNDER THIS AGREEMENT solely
        by the COLLABORATOR. The COLLABORATOR may use, duplicate and disclose,
        in confidence, and authorize others on its behalf to use, duplicate and
        disclose, in confidence, any such PROPRIETARY INFORMATION developed
        UNDER THIS AGREEMENT solely by the Air Force Activity. PROPRIETARY
        INFORMATION developed UNDER THIS AGREEMENT shall be exempt from the
        Freedom of Information Act, 5 U.S.C.ss.552 et seq., as provided at 15
        U.S.C.ss. 3710a(c)(7)(A) & (B). The exemption for PROPRIETARY
        INFORMATION developed jointly by the parties or solely by the Air Force
        Activity shall expire not later than five years from the date of
        development of such PROPRIETARY INFORMATION.

7.2.2   It is expressly agreed herein that the Acoustic Core Technology
        equipment developed by COLLABORATOR'S proprietary transfer function
        optimization software shall be treated as PROPRIETARY INFORMATION. In
        respect to this PROPRIETARY INFORMATION, the Government's rights under a
        Special Purpose License shall not include the right of disclosure to
        non-Government 3rd parties, nor the right of use for competitive
        procurement. This does not preclude the AIR FORCE ACTIVITY comparing the
        results of the COLLABORATOR's system with the results of similar
        systems.

                                       5
<PAGE>

ARTICLE 8.  TERM, MODIFICATION, EXTENSION TERMINATION AND DISPUTES

8.1     TERM AND EXTENSION. The term of this AGREEMENT is for a period of 18
        months, commencing on the EFFECTIVE DATE of this AGREEMENT. This
        AGREEMENT shall expire at the end of this term unless both parties
        hereto agree in writing to extend it further. Expiration of this
        AGREEMENT shall not affect the rights and obligations of the parties
        accrued prior to expiration.

8.2     MODIFICATION. Any modifications of this AGREEMENT shall be by mutual
        written AGREEMENT signed by the parties' representatives authorized to
        execute this AGREEMENT and attached hereto. A copy of any modifications
        will be forwarded to the REVIEWING OFFICIAL for information purposes.

8.3     TERMINATION. Either party may terminate this AGREEMENT for any reason
        upon delivery of written notice to the other party at least one (1)
        month prior to such termination. Termination of this AGREEMENT shall not
        affect the rights and obligations of the parties accrued prior to the
        date of termination of this AGREEMENT. In the event of termination by
        either party, each party shall be responsible for its own costs incurred
        through the date of termination, as well as its own costs incurred after
        the date of termination and which are related to the termination. If the
        AIR FORCE ACTIVITY terminates this AGREEMENT, it shall not be liable to
        the COLLABORATOR or its contractors or subcontractors for any costs
        resulting from or related to the termination, including, but not limited
        to, consequential damages or any other costs. In the event that the AIR
        FORCE ACTIVITY terminates this AGREEMENT prior to the completion of the
        work outlined in Appendix A, the Air Force shall return all of
        COLLABORATOR's equipment in the condition in which it was received,
        normal wear and tear excepted.

8.4     DISPUTES. All disputes arising out of, or related to, this AGREEMENT
        shall be resolved in accordance with this Article.

        8.4.1     The parties shall attempt to resolve disputes between
                  themselves. Resolution attempts must be documented and kept on
                  file by the local technology transfer focal point for the AIR
                  FORCE ACTIVITY. Either party may refer in writing any dispute
                  which is not disposed of by AGREEMENT of the parties to the
                  REVIEWING OFFICIAL for decision.

        8.4.2     REVIEWING OFFICIAL. The REVIEWING OFFICIAL shall within sixty
                  (60) days of the receipt of the dispute, notify the parties of
                  the decision. This decision shall be final and conclusive
                  unless, within thirty (30) days from the date of receipt of
                  such copy, either party submits to the REVIEWING OFFICIAL, a
                  written appeal addressed to the Office of the Assistant
                  Secretary of the Air Force (Acquisition), Deputy Assistant
                  Secretary (Science, Technology, and Engineering).

                                       6
<PAGE>

        8.4.3     Office of the Assistant Secretary of the Air Force
                  (Acquisition), Deputy Assistant Secretary (Science,
                  Technology, and Engineering). The decision of the Assistant
                  Secretary of the Air Force (Acquisition), Deputy Assistant
                  Secretary (Science, Technology, and Engineering), or his duly
                  authorized representative, on the appeal shall be final and
                  conclusive.

8.5     Continuation of Work. Pending the resolution of any such dispute, work
        UNDER THIS AGREEMENT will continue as elsewhere provided herein.


ARTICLE 9.  REPRESENTATIONS AND WARRANTIES

9.1     The Air Force Activity hereby represents and warrants to the
        Collaborator as follows:

        9.1.1     MISSION. The performance of the activities specified by this
                  Agreement are consistent with the mission of the Air Force
                  Activity.

        9.1.2     AUTHORITY. All prior reviews and approvals required by
                  regulations or law have been obtained by the Air Force
                  Activity prior to the execution of the Agreement. The Air
                  Force Activity official executing this Agreement has the
                  requisite authority to do so.

        9.1.3     STATUTORY COMPLIANCE. The Air Force Activity, prior to
                  entering into this Agreement, has (1) given special
                  consideration to entering into cooperative research and
                  development agreements with small business firms and consortia
                  involving small business firms; (2) given preference to
                  business units located in the United States which agree that
                  products embodying an INVENTION MADE Under this Agreement or
                  produced through the use of such INVENTION will be
                  manufactured substantially in the United States; and (3) taken
                  into consideration, in the event this Agreement is made with
                  an industrial organization or other person subject to the
                  control of a foreign company or government, whether or not
                  such foreign government permits United States agencies,
                  organizations, or other persons to enter into cooperative
                  research and development agreements and licensing agreements
                  with such foreign country.

9.2     The Collaborator hereby represents and warrants to the Air Force
        Activity as follows:

                                       7
<PAGE>

         9.2.1    CORPORATE ORGANIZATION. The Collaborator, as of the date
                  hereof, is a corporation duly organized, validly existing and
                  in good standing under the laws of the United States of
                  America, and is a wholly owned subsidiary of Eurotech Ltd, USA
                  corporation.

         9.2.2    STATEMENT OF OWNERSHIP. The Collaborator is a US owned or a
                  subsidiary of a US-owned entity. The Collaborator has the
                  right to assignment of all INVENTIONS MADE and copyrightable
                  works CREATED by its employees Under this Agreement.

         9.2.3    AUTHORITY. The Collaborator official executing this Agreement
                  has the requisite authority to enter into this Agreement and
                  the Collaborator is authorized to perform according to the
                  terms thereof.


ARTICLE 10.  LIABILITY

10.1    PROPERTY. All property is to be furnished "as is." Except as otherwise
        provided in this Agreement or the attached Work Plan, no party to this
        Agreement shall be liable to any other party for any property of that
        other party consumed, damaged or destroyed in the performance of this
        Agreement, unless it is due to the gross negligence or willful
        misconduct of the party or an employee or agent of the party.

10.2    COLLABORATOR EMPLOYEES. The Collaborator agrees to indemnify and hold
        harmless and defend the GOVERNMENT, its employees and agents, against
        any liability or loss for any claim made by an employee or agent of the
        Collaborator, or persons claiming through them, for death, injury, loss
        or damage to their person or property arising in connection with this
        Agreement, except to the extent that such death, injury, loss or damage
        arises solely from the negligence of the Air Force Activity or its
        employees.

10.3    NO WARRANTY. EXCEPT AS SPECIFICALLY STATED IN ARTICLE 9, OR IN A LATER
        AGREEMENT, THE PARTIES MAKE NO EXPRESS OR IMPLIED WARRANTY AS TO ANY
        MATTER WHATSOEVER, INCLUDING THE CONDITIONS OF THE RESEARCH OR ANY
        INVENTION OR OTHER INTELLECTUAL PROPERTY, OR PRODUCT, WHETHER TANGIBLE
        OR INTANGIBLE, MADE, OR DEVELOPED UNDER THIS AGREEMENT, OR THE
        MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR
        ANY INVENTION OR OTHER INTELLECTUAL PROPERTY, OR PRODUCT. THE PARTIES
        FURTHER MAKE NO WARRANTY THAT THE USE OF ANY INVENTION OR OTHER
        INTELLECTUAL PROPERTY OR PRODUCT CONTRIBUTED, MADE OR DEVELOPED UNDER
        THIS AGREEMENT WILL NOT INFRINGE ANY OTHER UNITED STATES OR FOREIGN
        PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT. IN NO EVENT WILL ANY PARTY
        BE LIABLE TO ANY OTHER PARTY FOR PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL
        DAMAGES.

                                       8
<PAGE>

10.4    OTHER LIABILITY. The GOVERNMENT shall not be liable to any party to this
        Agreement, whether directly or by way of contribution or indemnity, for
        any claim made by any person or other entity for personal injury or
        death or for property damage or loss, arising in any way from this
        Agreement, including, but not limited to, the later use, sale or other
        disposition of research and technical developments, whether by resulting
        products or otherwise, whether made or developed Under this Agreement or
        contributed by either party pursuant to this Agreement, except as
        provided under the Federal Tort Claims Act (28 U.S.C. ss. 2671 ET SEQ)
        or other Federal law where sovereign immunity has been waived.


ARTICLE 11.  GENERAL TERMS AND PROVISIONS

11.1    DISPOSAL OF TOXIC OR OTHER WASTE. The Collaborator shall be responsible
        for removal and disposal from Air Force Activity premises of toxic or
        other material provided or generated by Collaborator in the course of
        performing this Agreement, except that, for purposes of this Agreement,
        removal and disposal of hazardous materials and wastes in amounts and of
        types typically produced during operation of the Air Force Activity
        facilities described in the Work Plan will be the responsibility of the
        Air Force Activity. Removal and disposal of hazardous materials and
        wastes over and above amounts and different from types typically
        produced during operation of the Air Force Activity facilities described
        in the Work Plan will be the responsibility of Collaborator.
        Collaborator shall obtain at its own expense all necessary permits and
        licenses as required by local, state, and Federal law and regulation and
        shall conduct such removal and disposal in a lawful and environmentally
        responsible manner.

11.2    FORCE MAJEURE. Neither party shall be in breach of this Agreement for
        any failure of performance caused by any event beyond its reasonable
        control and not caused by the fault or negligence of that party. In the
        event such a force majeure event occurs, the party unable to perform
        shall promptly notify the other party and shall in good faith maintain
        such part performance as is reasonably possible and shall resume full
        performance as soon as is reasonably possible.

11.3    RELATIONSHIP OF THE PARTIES. The parties to this Agreement and their
        employees are independent contractors and are not agents of each other,
        joint venturers, partners or joint parties to a formal business
        organization of any kind. Neither party is authorized or empowered to
        act on behalf of the other with regard to any contract, warranty or
        representation as to any matter, and neither party will be bound by the
        acts or conduct of the other. Each party will maintain sole and
        exclusive control over its own personnel and operations.

11.4    PUBLICITY/USE OF NAME ENDORSEMENT. Any public announcement of this
        Agreement shall be coordinated between the Collaborator, the Air Force
        Activity and the public affairs office supporting the Air Force
        Activity. By entering into this Agreement, the Air Force Activity or the
        GOVERNMENT does not directly or indirectly endorse any product or
        service provided, or to be provided, by Collaborator, its successors,
        assignees, or licensees. The Collaborator shall not in any way imply
        that this Agreement is an endorsement of any such product or service.

                                       9
<PAGE>

11.5    NO BENEFITS. No member of, or delegate to the United States Congress, or
        resident commissioner, shall be admitted to any share or part of this
        Agreement, nor to any benefit that may arise there from; but this
        provision shall not be construed to extend to this Agreement if made
        with a corporation for its general benefit.

11.6    GOVERNING LAW. The construction, validity, performance and effect of
        this Agreement for all purposes shall be governed by the laws applicable
        to the GOVERNMENT.

11.7    WAIVER OF RIGHTS. Any waiver shall be in writing and provided to all
        other parties. Failure to insist upon strict performance of any of the
        terms and conditions hereof, or failure or delay to exercise any rights
        provided herein or by law, shall not be deemed a waiver of any rights of
        any party hereto.

11.8    SEVERABILITY. The illegality or invalidity of any provision of this
        Agreement shall not impair, affect or invalidate the other provisions of
        this Agreement.

11.9    ASSIGNMENT. Neither this Agreement nor any rights or obligations of any
        party hereunder shall be assigned or otherwise transferred by any party
        without the prior written consent of all other parties.

11.10   CONTROLLED INFORMATION. The parties understand that information and
        materials provided pursuant to or resulting from this Agreement may be
        export controlled, classified, or unclassified sensitive and protected
        by law, executive order or regulation. Nothing in this Agreement shall
        be construed to permit any disclosure in violation of those
        restrictions.


                                       10
<PAGE>

ARTICLE 12.  NOTICES

12.1. Notices specified in this Agreement shall be deemed made if given and
addressed as set forth below.

A. Send formal notices under this Agreement by prepaid certified U.S. Mail to:

        Air Force Activity:                  Attn: (ORTA) - staff
        Address                             SMSgt John Acosta
                                            AMWC/WCB
                                            5656 Texas Ave
                                            Fort Dix NJ 08640-5403



Collaborator:                       Attn:
Address


                                            Mr Don Hahnfeldt,CEO
                                            Eurotech Ltd.
                                            10306 Eaton Place Suite 220
                                            Fairfax, VA 22030
                                            USA


B. Send correspondence on technical matters by prepaid ordinary U.S. Mail to:

        Air Force Activity:                 Attn: (ORTA) - staff
        Address                             SMSgt John Acosta
                                            AMWC/WCB
                                            5656 Texas Ave
                                            Fort Dix NJ 08640-5403



Collaborator:                       Attn:   Robert Tarini
Address:                                    88 Royal Little Drive
                                            Providence, RI 02904
                                            USA


                                       11
<PAGE>
<TABLE>

         IN WITNESS WHEREOF, the Parties have executed this Agreement in
duplicate through their duly authorized representatives as follows:

                    COLLABORATOR                                                AIR FORCE ACTIVITY
                    ------------                                                ------------------
        <S>                                                          <C>
                                                                              AIR MOBILITY BATTLELAB
               (Name of Collaborator)                                      (Name of Air Force Activity)

          _________________________________                                MARK J. SURINA, LT COL, USAF
        (NAME OF OFFICIAL--PRINTED OR TYPED)                           (NAME OF OFFICIAL--PRINTED OR TYPED)

          ---------------------------------                              ---------------------------------
               (SIGNATURE OF OFFICIAL)                                        (SIGNATURE OF OFFICIAL)

          _________________________________                              COMMANDER, AIR MOBILITY BATTLELAB
                 (TITLE OF OFFICIAL)                                            (TITLE OF OFFICIAL)

          _________________________________                           5656 TEXAS AVE, FORT DIX NJ 08640-5403
                (ADDRESS OF OFFICIAL)                                          (ADDRESS OF OFFICIAL)

          ---------------------------------                              ---------------------------------
                    (DATE SIGNED)                                                  (DATE SIGNED)


                              REVIEWED AND APPROVED BY AIR FORCE REVIEWING OFFICIAL:
                              ------------------------------------------------------


                                 ------------------------------------------------
                             (NAME OF AIR FORCE REVIEWING OFFICIAL--PRINTED OR TYPED)


                                 ------------------------------------------------
                                             (TITLE--PRINTED OR TYPED)


                       ---------------------------------- ---------------------------------
                     (SIGNATURE)                                                      (DATE)


</TABLE>

                                                      12
<PAGE>

                                   APPENDIX A
                                   ----------

                                    WORK PLAN
                                    ---------

1.0  Title.  Acoustic Technology Explosive Detection Demonstration

2.0 Objective. This program will develop a system that will demonstrate the
effectiveness of Acoustic Core(TM) technology to non-intrusively detect
explosive materials in cargo and/or vehicles.

3.0 Background. The Collaborator will design/develop a device to non-intrusively
detect explosive materials in cargo and/or vehicles using its Acoustic Core(TM)
technology. This will be accomplished by the Collaborator undertaking a trial
activity to create a database of acoustic algorithms to be integrated with their
Acoustic Core(TM) spectral analysis tools. The Collaborator will develop a
device that will screen and detect explosives using the aforementioned
technology. For these demonstrations, the Collaborator will provide the data
collection hardware, analysis software/hardware system, and technical guidance
to use it.

The Air Force Activity will provide the necessary technical support for the
trial activity phase and cargo pallets and/or vehicles for the demonstration
phase. The Air Force Activity will also provide the facilities, explosives and
resources necessary to conduct this demonstration as well as other miscellaneous
materials and equipment, that are agreed upon, that might be required. The
demonstration team will consist of personnel from the Collaborator, Air Force
Activity, and other USAF/DOD personnel from the operating location, and
technical experts as required. In general, USAF personnel will be responsible
for demonstration of the system with assistance from the Collaborator and the
Collaborator will be responsible for setup and operation of the system with
oversight and assistance from USAF personnel.

4.0  Technical Tasks.

4.1  Air Force Activity will be responsible for the following tasks:

        -       Provide suitable demonstration items for the length of the
                demonstration
        -       Provide technical data/support for the purpose of developing the
                necessary database for the demonstration.
        -       Review and acceptance of the design of the system for the length
                of the demonstration
        -       Procure/make available necessary explosives for the
                demonstration
        -       Provide personnel and support activities necessary for the
                length of the demonstration
        -       Agree to and coordinate demonstration execution criteria
        -       Execute the agreed demonstration plans
        -       Prepare an after initiative report

                                       13
<PAGE>

4.2  The Collaborator will be responsible for the following tasks:

        -       The design, develop and manufacture the software/hardware
                system(s) required for the demonstration
        -       Supplying the system(s) for the length of the demonstrations.
                Specific time period to be agreed upon by both parties
        -       Assisting with the set up of equipment for the demonstrations
        -       Supporting the demonstrations as required
        -       Providing the system replacement parts as required
        -       Assisting the USAF in preparing required reports, plans and
                other submissions as requested
        -       Provide information/guidance for best data collection of the
                system

5.0 Deliverables or Desired Benefit. From this demonstration, the Air Force
Activity expects to gain enough data/knowledge about Acoustic Core(TM)
technology's explosive detection capability to determine whether it has the
potential to enhance the USAF mission accomplishment. The results will be
provided to USAF personnel to determine the value of Acoustic Core(TM)
technology and whether it warrants further analysis for an acquisition decision.
From this demonstration, the Collaborator will use the results of this
demonstration to improve their probability of a USAF wide implementation of this
system.

6.0 Milestones. The following table shows major milestones for this
demonstration. All dates may slip due to unforeseen circumstances (manufacturing
delays, facility and measuring equipment unavailable due to mission
requirements, personnel deployments, etc.).

<TABLE>
------------------------------------- ---------------------------------- ----------------------------------
               EVENT                                START                             FINISH
------------------------------------- ---------------------------------- ----------------------------------
<S>                                                <C>                                <C>
CRADA approval                                     Jul 02                             Aug 02
------------------------------------- ---------------------------------- ----------------------------------

Air Force Activity  and                            Jun 02                             Aug 02
Collaborator agree on specific
requirements document
------------------------------------- ---------------------------------- ----------------------------------

Air Force Activity (or agents) and                 Aug 02                             Oct 02
Collaborator will work trial
activities on database
------------------------------------- ---------------------------------- ----------------------------------

Air Force Activity and Collaborator                Jun 02                             Aug 02
will agree on specific design of
detection portal
------------------------------------- ---------------------------------- ----------------------------------

Collaborator will develop detection                Aug 02                             Dec 02
portal and interface with detection
portal system
------------------------------------- ---------------------------------- ----------------------------------

                                       14
<PAGE>

------------------------------------- ---------------------------------- ----------------------------------
         Phase I Execution

o       Air Force Activity (or agents)             Jan 02                             Feb 02
        and Collaborator

        -       Full system setup

        -       Data collection

        -       Evaluate Data

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

         Phase II Execution

o       Air Force Activity (or agent) and          TBD                                TBD
        Collaborator system installation

o       Collaborator final data collection

o       Air Force Activity data collection
------------------------------------- ---------------------------------- ----------------------------------

Collaborator Report                                  TBD                                TBD
------------------------------------- ---------------------------------- ----------------------------------

Air Force Activity After  Initiative                 TBD                                TBD
Report
------------------------------------- ---------------------------------- ----------------------------------
</TABLE>

5.0   Reports. The Collaborator will provide a report of the data/results
      collected from their optimization software as well as any other finding by
      the collaborator throughout this demonstration. The Air Force Activity
      will provide an after initiative report of all data/results collected
      throughout this demonstration. Proprietary information in any report will
      be marked appropriately.


                                       15
<PAGE>

                                   APPENDIX B
                         RELEASE OF LIABILITY AGREEMENT

In consideration of being allowed to use the facilities of the United States Air
Force, I hereby accept full responsibility for any risks related to my own use
of such facilities and for my own safety. I hereby release forever the
Government of the United States (U.S. Government), its agencies and personnel,
from every liability whatsoever to me arising out of the use of such facilities,
including liabilities for personal injury or death and property damage or loss,
except to the extent that the death, injury, loss or damage results from the
gross negligence or willful misconduct of U.S. Government personnel. For the
purposes of this Agreement, "U.S. Government personnel" includes military
personnel and civilian employees of the United States, including
non-appropriated fund employees acting within the scope of their employment, and
the heirs, successors, executors, administrators and assigns of such personnel
and employees.

                  I make this release for myself and on behalf of my heirs,
successors, executors, administrators and assigns.

         --------------                           ----------------------
              Date                         Signature of Collaborator Employee




                                       16