RELEASE AGREEMENT

      This  Release  Agreement  (the  "Agreement")  is  entered  into and  dated
effective as of December 28, 2005 (the  "Effective  Date") by and among  Applied
Spectrum  Technologies,  Inc., a Delaware  corporation (the "Company"),  Norwood
Venture Corp., a Delaware corporation ("Norwood"), and Mark R. Littell, an adult
resident of the State of New Jersey ("Littell").

                                    RECITALS

      A. Littell,  Norwood and  Norwood's  affiliated  companies,  stockholders,
officers,  directors,  employees,  advisors  or  controlling  persons  ("Norwood
Affiliates")  desire to release the  Company  from any and all  obligations  and
claims that Littell, Norwood or Norwood Affiliates may have against the Company.


      B. The  execution  and  delivery of this  Agreement  is a condition to the
closing of the transactions  contemplated  under a certain  Securities  Purchase
Agreement  by and  between KI Equity  Partners  III,  LLC,  a  Delaware  limited
liability  company  ("Buyer")  and Norwood  dated  December 14, 2005  ("Purchase
Agreement").

      NOW,  THEREFORE,  in  consideration  of the above recitals,  the following
representations,  warranties,  covenants  and  conditions,  and  other  good and
valuable consideration,  the receipt of which is acknowledged, the parties agree
as follows:

      1. Release of all Claims. Littell, for himself, and Norwood and itself and
the Norwood  Affiliates,  and each of respective  successors  and assigns of the
foregoing,  hereby forever and irrevocably release and discharge the Company and
its successors and assigns,  and their  respective past and present officers and
directors,  employees,  shareholders, and all other related entities, including,
but not limited to, assigns, predecessors, successors, controlling corporations,
subsidiaries or other affiliates  (jointly,  the "Related Parties") from any and
all claims,  demands, and causes of action of every kind and nature,  including,
without  limitation,  those  relating to any federal,  state or local laws,  and
common law; provided,  however, that nothing contained herein shall be construed
to limit in any way the rights of either Littell, Norwood or Norwood Affiliates,
and their  successors  and  assigns,  to  enforce  the terms of this  Agreement.
Norwood and Littell  irrevocably  agree to refrain from  directly or  indirectly
asserting  any claim or demand or commencing  (or causing to be  commenced)  any
suit,  action,  or  proceeding of any kind, in any court or before any tribunal,
against the Company and its Related Parties based upon any released claim.

      2.  Representations  and  Warranties of Company.  Company  represents  and
warrants to Norwood  that:  (i) on the date of this  Agreement,  Company has all
necessary authority to execute this Agreement;  (ii) there is no claim,  action,
suit or other  proceeding  pending,  threatened  or  known,  which,  if  decided
adversely, would interfere with the consummation of the transaction contemplated
hereby;  (iii) no approval  or consent of any  governmental  authority  or third
party is required for Company to enter into or perform this Agreement; (iv) this
Agreement is  enforceable in accordance  with its terms,  subject to the laws of
insolvency  and general  principles of equity;  and (v) this  Agreement has been
duly authorized and adopted by the Company.


<PAGE>

      3.  Representations  and  Warranties  of Norwood.  Norwood  represents  to
Company  that:  (i) on the date of this  Agreement,  Norwood  has all  necessary
authority to execute this  Agreement;  (ii) there is no claim,  action,  suit or
other proceeding pending, threatened or known against Norwood, which, if decided
adversely, would interfere with the consummation of the transaction contemplated
hereby;  (iii) no approval  or consent of any  governmental  authority  or third
party is required for Norwood to enter into or perform this Agreement; (iv) this
Agreement is enforceable  against Norwood in accordance with its terms,  subject
to the  laws of  insolvency  and  general  principles  of  equity;  and (v) this
Agreement has been duly authorized and adopted by Norwood.

      4. Reserved.

      5.  Delivery  and  Cooperation.  If  either  party  requires  any  further
documentation,  the other party will promptly respond to any reasonable requests
for additional documentation.

      6. Miscellaneous.

            (a) Successors and Assigns. This Agreement shall be binding upon the
parties hereto and their respective successors and assigns.

            (b)  Survival of  Covenants  and  Representations.  All  agreements,
covenants,  representations  and  warranties  made by the parties  herein  shall
survive the delivery of this Agreement.

            (c)  Severability.  Should any part of this Agreement for any reason
be declared invalid or unenforceable, such decision will not affect the validity
or enforceability of any remaining portion,  which remaining portion will remain
in force and effect as if this  Agreement  had been  executed  with the  invalid
portion  thereof  eliminated,  and it is hereby declared as the intention of the
parties  hereto that the parties would have  executed the  remaining  portion of
this Agreement  without including therein any such part or portion that may, for
any reason, be hereafter declared invalid or unenforceable.

            (d) Governing Law and Venue. This Agreement shall be governed by and
construed  in  accordance  with  the  laws of the  State  of  Delaware,  without
reference to choice of law principles.

            (e) Captions.  The descriptive  headings of the various  Sections or
parts of this  Agreement  are for  convenience  only and  shall not  affect  the
meaning or construction of any of the provisions hereof.

            (f)  Entire  Agreement.   This  Agreement   constitutes  the  entire
agreement  among the parties  hereto  concerning  the subject  matter  contained
herein, and supersedes all prior agreements or understanding of the parties.  No
provision of this  Agreement may be waived or amended except in a writing signed
by both  parties.  A  waiver  or  amendment  of any  term or  provision  of this
Agreement  shall not be  construed as a waiver or amendment of any other term or
provision.


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<PAGE>

            (g)  Counterparts.  This  Agreement  may be  executed  by  facsimile
signatures  and in  multiple  counterparts,  each of which  shall be  deemed  an
original.  It shall not be necessary that each party executes each  counterpart,
or that any one  counterpart  be executed by more than one party so long as each
party executes at least one counterpart.

            (h) Arbitration. All disputes,  controversies or claims ("Disputes")
arising out of or relating to this Agreement  shall in the first instance be the
subject  of  a  meeting  between  a   representative   of  each  party  who  has
decision-making  authority  with respect to the matter in  question.  Should the
meeting  either  not take  place or not result in a  resolution  of the  Dispute
within twenty (20) business  days  following  notice of the Dispute to the other
party, then the Dispute shall be resolved in a binding arbitration proceeding to
be held in New York, New York in accordance with the international  rules of the
American Arbitration Association.  The arbitrators may award attorneys' fees and
other related arbitration expenses,  as well as pre- and post-judgment  interest
on any award of  damages,  to the  prevailing  party or  parties,  in their sole
discretion.  The  parties  agree  that a panel  of  three  arbitrators  shall be
required,  all of whom  shall be fluent in the  English  language,  and that the
arbitration  proceeding shall be conducted entirely in the English language. Any
award of the arbitrators shall be deemed confidential  information for a minimum
period of five years.

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<PAGE>

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


                                        NORWOOD VENTURE CORP.



                                        By: /s/ Mark R. Littell
                                           -------------------------------------
                                              Mark R. Littel, President


                                        /s/ Mark R. Littell
                                        ----------------------------------------
                                        Mark R. Littell, Individually


                                        APPLIED SPECTRUM TECHNOLOGIES, INC.


                                        By: /s/ Mark R. Littell
                                           -------------------------------------
                                                Mark R. Littel, President



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