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                                                                   Exhibit 10.18

                           SPLIT DOLLAR INSURANCE PLAN

         THIS PLAN is adopted by agreement between the Company and the Owner:

DEFINITIONS:

         A.       "Company": ELECTROMAGNETIC SCIENCES, INC., a Nevada
                  Corporation.

         B.       "Insured": DON T. SCARTZ

         C.       "Insurer": NORTHWESTERN MUTUAL LIFE INSURANCE CO. D. "Owner":
                  DON T. SCARTZ

         E.       "Policy": The policy or policies of insurance on the life of
                  the Insured issued by the Insurer and listed as Exhibit "A"
                  annexed hereto together with any supplementary contracts
                  issued by the Insurer in conjunction therewith.

         F.       "Policy Interest": The Company's Policy Interest shall be the
                  amount shown on Exhibit "B" annexed hereto for the last year
                  with respect to which premiums were paid on the Policy. The
                  existence of the Company's policy Interest shall be evidenced
                  by filing with the Insurer an assignment in substantially the
                  form annexed hereto as Exhibit "C".

RECITALS:

         A.       The Owner is owner of the Policy, and the Owner or the Insured
                  is a valuable employee of the Company. The Company wishes to
                  continue this employment relationship and, as an inducement
                  thereto, is willing to assist the Owner in the payment of
                  premium on the Policy.

         B.       In exchange for such premium assistance, the Owner is willing
                  to grant to the Company an interest in the Policy as provided
                  herein.

THEREFORE, for value received it is agreed:

1.       Premium Payments

         (a)      Each annual premium on the policy shall be split between the
                  Owner and the Company as follows:

                  (1)      The Owner shall pay the amount shown in Exhibit "B".

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                  (2)      The Company shall pay the difference between the
                           premium due and the payment made by the Owner.

         (b)      In the event of the Insured's disability (as defined in the
                  Insurer's waiver of premium benefit contract), the Company
                  shall pay the entire premium due for so long as the Insured is
                  disabled during the term of this Plan.

         (c) Dividends on the Policy shall be used to buy paid-up additions.

2. Policy Ownership

         (a)      Except as provided in subsection (b) the Owner shall be sole
                  and exclusive owner of the Policy. This includes all the
                  rights of "owner" under the terms of the policy, including but
                  not limited to the right to designate beneficiaries, select
                  settlement options, borrow on the security of the Policy and
                  to surrender the Policy.

         (b)      In exchange for the Company's payment of its premium
                  contribution under Section 1, the Owner hereby assigns to the
                  Company the following limited ownership rights in the Policy:

                  (1)      The right to obtain one or more loans or advances on
                           the Policy to the extent of its Policy Interest, and
                           to pledge or assign the Policy for such loans or
                           advances. If such loans are for the purpose of paying
                           premiums or otherwise to purchase or carry the
                           Policy, the Company agrees to adhere to the
                           requirements of Internal Revenue Code 264 so that
                           interest on such loans remain deductible for Federal
                           income tax purposes.

                  (2)      The right to realize against the cash value of the
                           Policy, to the extent of its Policy Interest, in the
                           event of termination of this Agreement as provided in
                           Section 4.

                  (3)      The right to realize against proceeds of the Policy,
                           to the extent of its Policy Interest, in the event of
                           the Insured's death.

         (c)      It is agreed that benefits may be paid under the policy by the
                  Insurer either by separate checks to the parties entitled
                  thereto, or by a joint check. In the latter instance, the
                  Owner and the Company agree that the benefits shall be divided
                  as provided herein.

3.       The Owner - The Owner shall have the right to assign any part or all of
         the Owner's retained interest in the Policy and this Plan to any
         person, entity or trust by execution of a written assignment delivered
         to the Company and to the Insurer.

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4.       Termination of Plan

         (a) This Plan shall terminate on the first to occur of the following:

                  (1)      Failure of the Owner to make a premium contribution
                  as required by Section 1.

                  (2)      Surrender of the Policy (or any of them, if more than
                  one) by the Owner, who shall have the sole and exclusive right
                  of surrender without the Company's consent.

                  (3)      Termination of employment with the Company of the
                  Insured, for any reason other than death or disability (as
                  defined in the Insurer's waiver of premium benefit contract).

                  (4)      The written election, upon 30 days notice, of either
                  party.

                  (5)      The seventeenth anniversary of the date of this plan.

         (b)      On any termination of this Plan, the Owner shall either:

                  (1)      Surrender the Policy, in which case the Owner shall
                           pay to the Company an amount equal to the excess, if
                           any, of the Company's policy Interest over the amount
                           realized by the Company against the cash value of the
                           Policy; or

                  (2)      Pay to the Company an amount equal to its Policy
                           Interest, in which event, the Company shall release
                           its interest in the Policy.

5.       The Insurer - The Insurer shall be bound only by the provisions of and
         endorsements on the Policy, and any payments made or actions taken by
         it in accordance therewith shall fully discharge it from all claims,
         suits and demands of all persons whatsoever. It shall in no way be
         bound by or be deemed to have notice of the provisions of this Plan.

6.       Special provisions - The following provisions are part of this Plan,
         which is an individually negotiated arrangement with a highly
         compensated management employee of the Company and thus not considered
         to be subject to the Employee Retirement Income Security Act of 1974.

         These provisions are included as a matter of caution, and in order to
         make specific provision for the matters they concern:

         (a)      The named fiduciary: The Company.

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         (b)      The funding policy under this plan is that the Company and the
                  Owner remit all premiums on the Policy when due.

         (c)      Direct payment by the Insurer is the basis of payment of
                  benefits under this Plan, with those benefits in turn being
                  based on the payment of premiums by the Company and the Owner.

         (d)      For claims procedure purposes, the "Claims Manager" shall be:
                  John E. Pippin.

                  (1)      If for any reason a claim for benefits under this
                           Plan is denied, the Claims Manager shall deliver to
                           the claimant a written explanation setting forth the
                           specific reasons for the denial, pertinent references
                           to the Plan section on which the denial is based,
                           such other data as may be pertinent and information
                           on the procedures to be followed by the claimant in
                           obtaining a review of his claim, all written in a
                           manner calculated to be understood by the claimant.
                           For this purpose:

                           (A)      The claimant's claim shall be deemed filed
                                    when presented orally or in writing to the
                                    Claims Manager.

                           (B)      The Claims Manager's explanation shall be in
                                    writing delivered to the claimant within 90
                                    days of the date the claim is filed.

                  (2)      The claimant shall have 60 days following his receipt
                           of the denial of the claim to file with the Claims
                           Manager a written request for review of the denial.
                           For such review, the claimant or his representative
                           may submit pertinent documents and written issues and
                           comments.

                  (3)      The Claims Manager shall decide the issue on review
                           and furnish the claimant with a copy within 60 days
                           of receipt of the claimant's request for review of
                           his claim. The decision on review shall be in writing
                           and shall include specific reasons for the decision,
                           written in a manner calculated to be understood by
                           the claimant, as well as specific references to the
                           pertinent Plan provisions on which the decision is
                           based. If a copy of the decision is not so furnished
                           to the claimant within such 60 days, the claim shall
                           be deemed denied on review.

7.       Amendment - This Plan may be amended at any time by the Company by
         delivery of written notice thereof to the Owner; provided that no
         amendment shall reduce the benefits and rights of the Owner to less
         than those that the Owner would have in the event of termination of the
         Plan under Section 4.

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IN WITNESS WHEREOF the parties have signed this plan this
______________  day of _________________, 19 _____.

                                    COMPANY: ELECTROMAGNETIC SCIENCES, INC.

                                    BY: _________________________________

                                    OWNER:

                                    _____________________________________

                                    DON T. SCARTZ

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DON T. SCARTZ

                                   EXHIBIT "A"

                                 Life Insurance

<TABLE>
<CAPTION>
Policy Number          Face Amount
-------------          -----------
<S>                    <C>
                         $500,000
</TABLE>




DON T. SCARTZ

                                   EXHIBIT "B"

                           Company's Policy Interest


[As of payment of premium due in 2004, the Company's Policy Interest is
$160,063. Details of this Exhibit will be provided to the Commission upon its
request.]