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                              EMPLOYMENT AGREEMENT

         AGREEMENT effective as of October 1, 1999 (the "Effective Date")
between BENTHOS, INC., a Massachusetts corporation with a usual place of
business situated at 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (the
"Company") and FRANCIS E. DUNNE, JR., of 23 Plymouth River Road, Hingham,
Massachusetts 02043 (the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the financial matters relating to the operations of the
Company are a complex matter requiring direction and leadership in a variety of
areas;

         WHEREAS, the Executive possesses useful knowledge and skills and has
extensive experience in accounting and financial matters; and

         WHEREAS, subject to the terms and conditions hereinafter set forth, the
Company wants to employ the Executive as Vice President, Treasurer and Chief
Financial Officer of the Company and the Executive wants to accept such
employment by the Company;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, terms, and conditions set forth in this Agreement, the Company and
the Executive hereby mutually agree as follows:

         1. EMPLOYMENT. The Company shall employ the Executive and the Executive
will serve the Company as Treasurer and Chief Financial Officer during the Term,
as hereinafter defined, upon the terms and conditions provided herein. In the
discharge of the duties of the Executive hereunder, the Executive shall report
to the President of the Company.

         2. TERM. Subject to earlier termination as hereinafter provided, the
employment of the Executive hereunder shall be for a term of two (2) years,
commencing on the Effective Date which shall be extended for successive two (2)
year terms thereafter until either party provides the other with at least one
hundred eighty (180) days notice, prior to the termination of the first two (2)
year term or any subsequent two (2) year term thereafter, in which event this
Agreement would terminate on the next subsequent two (2) year term date
following the receipt of such notice (the "Term").

         3. CAPACITY AND PERFORMANCE.

                  a. During the Term hereof, the Executive shall serve the
         Company as the Chief Financial Officer and Treasurer of the Company and
         any other office of the Company as the Company shall determine in the
         sole discretion of the Company.

                  b. During the Term hereof, the Executive shall be employed by
         the Company on a full-time basis and shall perform such duties and
         responsibilities exclusively on behalf of the Company as may be
         designated from time to time by the President or the

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         Board of Directors of the Company.

                  c. During the Term, the Executive's services shall be
         exclusive to the Company and the Executive shall devote the full
         business time and the best efforts, business judgment, skill and
         knowledge of the Executive to the advancement of the business and
         interests of the Company and to the discharge of the duties of the
         Executive hereunder. The Executive shall not engage in any other
         business activity or serve in any industry, trade, professional,
         governmental, or academic position during the Term of this Agreement,
         except as may be approved in advance by the Company. The Executive
         agrees to perform Executive's services well and faithfully and to the
         best of the Executive's abilities and to carry out the policies and
         directives of the Company. The Executive agrees to take no action
         prejudicial to the interests of the Company during the Executive's
         employment hereunder.

         4. COMPENSATION AND BENEFITS. As compensation for all services
performed by the Executive hereunder during the Term hereof and subject to the
satisfactory performance of the duties and obligations of the Executive to the
Company, the compensation and benefits to be earned by the Executive pursuant to
this Agreement are as follows:

                  a. BASE SALARY. During the Term hereof, the Company shall pay
         the Executive a base salary at the rate of One Hundred Twenty-Six
         Thousand ($126,000.00) Dollars per annum, payable in accordance with
         the payroll practices of the Company for its executives and subject to
         increase from time to time by the Company, in its sole discretion. Such
         base salary, as from time to time adjusted, is hereafter referred to as
         the "Base Salary".

                  b. BASE SALARY ADJUSTMENTS. From time to time during the Term,
         the Company will review the Base Salary and may make such upward
         adjustments, if any, as the Company, in its sole discretion determines
         to be appropriate in light of the performance of the Executive.

                  c. DISCRETIONARY INCENTIVE COMPENSATION BONUS. The Executive
         will be eligible to participate in any discretionary incentive
         compensation bonus plan of the Company which is generally made
         available to the executives of the Company. Subject to the sole
         discretion of the Company, from time to time, the Company may pay such
         bonuses to eligible employees of the Company.

                  d. STOCK OPTIONS. On January 27, 2000, the Executive was
         granted additional incentive stock options for ten thousand (10,000)
         shares of common stock, $.06 2/3 par value, of the Company, which will
         vest at the rate of twenty-five (25%) percent per year.

                  e. OTHER BENEFITS. The Executive will be entitled to three (3)
         weeks vacation each year. The Executive shall also be entitled to the
         same number of sick days per year and any fringe benefits and
         perquisites that may from time to time be afforded generally to senior
         executive officers of the Company. Without limiting the generality of
         the

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         foregoing, the Executive shall be entitled to participate in or receive
         benefits under any 401(k), pension, employee stock ownership plan,
         retirement plan, life insurance, health and accident plan, disability
         insurance plan or other arrangement made available by the Company now
         or in the future, generally to the senior executive officers of the
         Company, subject to and on a basis consistent with the terms,
         conditions and overall administration of such plans and arrangements
         and of the terms of this Agreement. The Company may alter, modify, add
         to or delete its employee benefit plans at any time as it, in its sole
         judgment, determines to be appropriate, without recourse by the
         Executive.

                  f. EXPENSES. The Executive shall be entitled to receive prompt
         reimbursement for all reasonable expenses incurred by the Executive (in
         accordance with the policies and procedures established from time to
         time by the Company) in the performance of the duties of the Executive
         hereunder, provided such expenses are properly accounted for in
         accordance with the policies of the Company.

         5. TERMINATION OF EMPLOYMENT AND SEVERANCE BENEFITS. Notwithstanding
the provisions of Section 2 above, the employment of the Executive hereunder
shall terminate prior to the expiration of the Term under the following
circumstances:

                  a. DEATH. In the event of the death of the Executive during
         the Term, the employment of the Executive hereunder shall immediately
         and automatically terminate. In such event, the Company shall pay to
         the estate of the Executive any earned and unpaid Base Salary and any
         incentive or bonus compensation that is earned but unpaid, prorated
         through the date of death of the Executive.

                  b. DISABILITY. The Company may terminate the employment of the
         Executive hereunder in the event the Executive becomes disabled during
         the Term due to any illness, injury, accident or condition of either a
         physical or psychological nature and, as a result, is unable to perform
         substantially all of the duties and responsibilities of the Executive
         hereunder on a full time basis, for sixty (60) consecutive calendar
         days, or for ninety (90) calendar days cumulatively within any twelve
         (12) month period, or if in the opinion of a duly licensed physician
         the same is likely to occur. At the request of the Company, the
         Executive shall submit to a medical examination by a physician selected
         by the Company to whom the Executive, or the duly appointed guardian of
         the Executive, if any, has no reasonable objection. If the Executive
         shall refuse to submit to such medical examination, then the
         determination of the Board of Directors on disability shall be
         conclusive. The Board of Directors may designate another employee to
         act in the place of the Executive during any period of disability.
         Notwithstanding any such designation, the Executive shall continue to
         receive Base Salary in accordance with the provisions of Section 4a
         above to the extent permitted by the then applicable benefit plans,
         until the Executive becomes eligible for disability income benefits
         under the disability income plan of the Company or the termination of
         the employment of the Executive, whichever shall first occur. While
         receiving disability income payments under any disability income plan
         of the Company, the Executive shall not be entitled to receive any Base
         Salary but shall continue to participate in Company benefit plans under

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         Section 4e hereof pursuant to and subject to the terms of such plans
         until the termination of the employment of the Executive.

                  c. BY THE COMPANY FOR CAUSE. The Company may terminate the
         employment of the Executive hereunder for cause at any time upon notice
         to the Executive setting forth in reasonable detail the nature of such
         cause. The following shall constitute cause for termination:

                           1. Failure, refusal or inability of the Executive to
                  satisfactorily perform (other than by reason of disability),
                  or to carry out any proper direction of the President or the
                  Chief Executive Officer, with respect to the services to be
                  rendered by Executive hereunder, or the manner of rendering
                  such services, or Executive's willful misconduct, or gross
                  negligence in the performance of, the duties and
                  responsibilities of the Executive to the Company;

                           2. Failure of the Executive to execute and deliver
                  from time to time any confidentiality agreement which is
                  required to be executed and delivered by any executive of the
                  Company;

                           3. Commission by the Executive of any act of fraud or
                  embezzlement;

                           4. Breach by the Executive of any provision of this
                  Agreement;

                           5. Willful violation by the Executive of federal or
                  state security laws;

                           6. Conviction of the Executive of, or a plea of no
                  contest to, any felony; or

                           7. Other conduct by the Executive that is materially
                  harmful to the business, interests, or reputation of the
                  Company.

Upon the giving of written notice to the Executive of termination of the
employment of the Executive for cause, the Company shall have no further
obligation or liability to the Executive, other than for Base Salary earned and
unpaid at the date of termination.

                  d. BY THE COMPANY WITHOUT CAUSE. The Company may terminate
         this Agreement at any time without cause provided that the Company
         shall pay the Executive the severance benefits as provided for in
         Section 6 or, if applicable, under Section 7 in the event of a Change
         of Control, as hereinafter defined.

         6. COMPENSATION OF EXECUTIVE UPON TERMINATION. If the employment of the
Executive is terminated due to death or disability of the Executive, then the
Executive will be compensated in accordance with the provisions of Section 5
hereof. In the event of the termination of the employment of the Executive by
the Company without cause for the

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convenience of the Company and not because of disability or death of the
Executive, the Company shall pay the Executive severance pay in accordance with
this Section 6. Provided that the Executive satisfies the requirements of
severance set forth in Section 8 below, if prior to the expiration of the Term
hereof, the Company terminates the Executive for any reason other than for cause
pursuant to Section 5(c) hereof, or disability or death of the Executive
pursuant to Sections 5(a) and 5(b) hereof, then the Company shall pay the
Executive severance pay equal to the Executive's Base Salary for one (1) year.
Acceptance by the Executive of the severance pay shall constitute full
settlement of any claim the Executive may assert against the Company, its
affiliates, directors, officers, employees or agents.

         7. COMPENSATION OF EXECUTIVE UPON A CHANGE IN CONTROL.

                  a. Provided that the Executive satisfies the requirements of
         severance set forth in Section 8 below, if a Change of Control occurs
         and, within one (1) year following such Change of Control the Company
         terminates the Executive's employment other than for cause as defined
         in Section 5(c) hereof or disability or death of the Executive, then
         the Company shall pay the Executive, within ten (10) business days of
         such termination, a lump sum payment equal to the Executive's Base
         Salary for one (1) year. Acceptance by the Executive of such lump sum
         payment shall constitute full settlement of any claims the Executive
         may assert against the Company, its affiliates, directors, officers,
         employees or agents.

                  b. Notwithstanding the foregoing or any other provision of
         this Agreement, the payments and benefits to which the Executive would
         be entitled pursuant to this Section 7 as a result of a Change of
         Control shall be reduced to the maximum amount for which the Company
         will not be limited in its deduction pursuant to Section 280G of the
         Internal Revenue Code of 1986, as amended, and any successor provision.

                  c. A Change of Control shall be deemed to take place if at any
         time during the term hereof: (A) any Person or "group" (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934), other than the Company or any of its Affiliates, becomes a
         beneficial owner (within the meaning of Rule 13d-3 as promulgated under
         the Securities Exchange Act of 1934), directly or indirectly, of
         securities representing fifty (50%) percent or more of the total number
         of votes that may be cast for the election of directors of the Company
         and two-thirds (2/3) of the Board has not consented to such event prior
         to its occurrence or within sixty (60) days thereafter, provided that
         if the consent occurs after the event it shall only be valid for
         purposes of this Section 7 if a majority of the consenting Board is
         comprised of directors of the Company who were such immediately prior
         to the event; (B) any merger or consolidation involving the Company or
         any sale or other transfer of all or substantially all of the assets of
         the Company, or any combination of the foregoing, and two-thirds (2/3)
         of the Board has not consented to such event prior to its occurrence or
         within sixty (60) days thereafter, provided that if the consent occurs
         after the event it shall only be valid for purposes of this Section 7
         if a majority of the consenting Board is comprised of directors of the
         Company who were such immediately prior to the event; or (C) within
         twelve (12)

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         months after a tender offer or exchange offer for voting securities of
         the Company (other than by the Company) the individuals who were
         directors of the Company immediately prior thereto shall cease to
         constitute a majority of the Board.

                  d. Notwithstanding any other provision of this Agreement, if
         the Executive is terminated without cause and not because of death or
         disability, then the Executive is entitled to benefits under either
         Section 7 or this Section 8 and in no event shall the severance pay of
         Executive in either event exceed the Base Salary of the Executive for
         one (1) year.

         8. REQUIREMENTS OF SEVERANCE. The obligation of the Company to pay
severance pay to the Executive under either Section 6 or Section 7 hereof is
contingent upon the Executive executing and delivering, all in form and
substance satisfactory to the Company, (i) a general release of the Company by
the Executive, (ii) a resignation as Chief Financial Officer and Treasurer of
the Company and any other office, trusteeship, appointment or elected position
related to the Company and held by the Executive and (iii) satisfactory evidence
to the Company that the Executive has returned all property, confidential
information, and all proprietary information and documents of the Company to the
Company.

         9. NON-COMPETITION; NON-SOLICITATION.

                  a. NON-COMPETITION. During the period of the Executive's
         employment by the Company and for one (1) year after the Executive's
         employment terminates, the Executive shall not, alone or as a partner,
         joint venturer, officer, director, employee, agent, consultant,
         stockholder or investor of any company or business organization, engage
         in any business activity and/or accept employment with any person or
         entity, which is directly or indirectly in competition with the
         products or services under consideration (which consideration can be
         reasonably demonstrated) being developed, drafted, manufactured,
         marketed, distributed, planned, sold or otherwise provided by the
         Company. Notwithstanding the foregoing, the record or beneficial
         ownership by the Executive of one (1%) per cent or less of the
         outstanding publicly traded capital stock of any such company shall not
         be deemed, in and of itself, to be in violation of this Section 9;
         PROVIDED, HOWEVER, that the Executive is not a partner, joint venturer,
         officer, director, employee, agent, independent contractor or
         consultant of such company.

                  b. CUSTOMER SOLICITATION. The Executive shall not, directly or
         indirectly, for himself or on behalf of others, during the Executive's
         employment by the Company and for a period of one (1) year after the
         Executive's employment terminates, solicit, divert, attempt to divert,
         accept the business of, or enter into any business relationship,
         involving activities competitive with the Company, with any former or
         current clients, customers, suppliers, contractors or affiliates of the
         Company made known to him during his employment, or in any way
         interfere with or disrupt any existing relationship between the Company
         and any of its clients, customers, suppliers, vendors, contractors or
         affiliates or others with whom the Company transacts business.

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                  c. EMPLOYEE SOLICITATION. The Executive shall not, directly or
         indirectly, for himself or on behalf of others, during the Executive's
         employment by the Company and for a period of two (2) years after the
         Executive's employment terminates, hire, attempt to hire, or knowingly
         permit any company or business organization by which the Executive is
         employed or which is directly or indirectly controlled by the
         Executive, to employ any employee of the Company or any employee who
         has left the employment of the Company within six (6) months of such
         employee's termination, or in any manner seek to solicit or induce any
         employee to leave his or her employment with the Company or otherwise
         assist in the recruitment of any such person.

                  d. NONCOMPETITION/NONSOLICITATION. In the event that the
         Executive's employment terminates because the Term of this Agreement
         expires or is otherwise not renewed, it is agreed and understood that
         the Executive will be bound by the noncompetition and nonsolicitation
         obligations hereof.

         10. ENFORCEMENT OF COVENANTS. The Executive acknowledges that the
Executive has carefully read and considered all the terms and conditions of this
Agreement, including the restraints imposed upon the Executive by Section 9
hereof. The Executive agrees that said restraints are necessary for the
reasonable and proper protection of the Company and that such restraints are
reasonable in respect to subject matter, length of time, and geographic area.
The Executive further acknowledges that, were the Executive to breach any of the
covenants contained in Section 9 hereof, the damage to the Company would be
irreparable. The Executive therefore agrees that the Company, in addition to any
other remedies available to the Company in law or in equity, shall be entitled
to preliminary and permanent injunctive relief against any breach or threatened
breach by the Executive of any of said covenants without posting bond. The
Executive and the Company further agree that, if one or more of the clauses
contained in Section 9 shall for any reason be held to be excessively broad as
to scope, activity, subject or otherwise so as to be unenforceable at law, such
provision or provisions shall be construed by the appropriate judicial body by
limiting or reducing it or them, so as to be enforceable to the maximum extent
compatible with the applicable law as it shall then appear.

         11. ARBITRATION. Any dispute, controversy or claim arising out of, in
connection with, or relating to the performance of this Agreement shall be
settled by arbitration in the City of Boston, Massachusetts, before a single
arbitrator pursuant to the rules then in effect of the American Arbitration
Association. The fees and expenses of the arbitrator shall be borne equally by
the Executive and the Company. Any award shall be final, binding and conclusive
upon the Executive and the Company and the judgment rendered thereon may be
entered in any court having jurisdiction thereof. This Section 11 will not
preclude or affect in any manner the rights of the Company to equitable relief
pursuant to Section 9 of this Agreement.

         12. CONFLICTING AGREEMENTS. The Executive hereby represents and
warrants that the execution of this Agreement and the performance of the
obligations of the Executive hereunder will not breach or be in conflict with
any other agreement to which the Executive is a party or is bound and that the
Executive is not now subject to any covenants against competition or similar
covenants that would affect the performance of the Executive hereunder. The
Executive will not

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disclose to the Company or use on behalf of the Company any proprietary
information of a third party without the consent of such third party.

         13. ASSIGNMENT. The Executive acknowledges that the services to be
rendered by the Executive hereunder are unique and personal in nature.
Accordingly, the Executive may not assign any of his rights or delegate any of
his duties or obligations under this Agreement. The rights and obligations of
the Company under this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and assigns of the Company.

         14. SEVERABILITY. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each such
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.

         15. WAIVER. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of either party to
require the performance of any term or obligation of this Agreement, or the
waiver by either party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

         16. NOTICES. Any and all notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
effective when delivered in person or deposited in the United States mail,
postage prepaid, registered or certified, and addressed to the Executive at the
last known address of the Executive on the books of the Company or, in the case
of the Company, at its principal place of business, attention of the Chairman of
the Board of Directors, or to such other address as either party may specify by
notice to the other, with a copy to John T. Lynch, Esq., Davis, Malm &
D'Agostine, P.C., One Boston Place, 37th Floor, Boston, Massachusetts 02108.

         17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties and supersedes all prior communications, agreements and
understandings, written or oral, with respect to the terms and conditions of the
Executive's employment, including the Executive's salary, bonus, or other
compensation of any description, equity participation, pension, post-retirement
benefits, severance or other remuneration, except for a certain Employee's
Patent Agreement with Benthos, Inc., dated December 13, 1996, between the
Company and the Executive, and certain Incentive Stock Option Agreements, dated
as of January 24, 1997, January 22, 1999 and January 27, 2000 between the
Company and the Executive, all of which shall remain in full force and effect.

         18. AMENDMENT. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by an expressly authorized
representative of the Company who is authorized by a vote of the Board of
Directors of the Company to execute such amendment or modification on behalf of
the Company.

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         19. HEADINGS. The headings and captions in this Agreement are for
convenience only and in no way define or describe the scope or content of any
provision of this Agreement.

         20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together shall
constitute one and the same instrument.

         21. GOVERNING LAW. This is a Massachusetts contract and shall be
construed and enforced under and be governed in all respects by the laws of the
Commonwealth of Massachusetts, without regard to the conflict of laws principals
thereof, and this Agreement shall be deemed to be performable in Massachusetts.
The Executive hereby further agrees that the language of all parts of this
Agreement shall in all cases be construed as a whole according to its fair
meaning and not strictly for or against either of the parties.

         IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Company, by its duly authorized representative, and by the
Executive, as of the date first above written.

COMPANY:                                BENTHOS, INC.

                                        By: STEPHEN D. FANTONE
                                           --------------------
                                              Stephen D. Fantone
                                              Chairman of the Board of Directors

 EXECUTIVE:                             FRANCIS E. DUNNE, JR.
                                        ---------------------
                                        Francis E. Dunne, Jr.


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