Exhibit 10.2


                        RELEASE AND SETTLEMENT AGREEMENT

     THIS  AGREEMENT  dated this ____ day of July,  2005, is entered into by and
between AOtec, LLC ("AOtec") and MXL Industries, Inc. ("MXL").

     WHEREAS, AOtec has filed a complaint in the Worcester Superior Court, Civil
Action No. 04-02096C,  against MXL to recover amounts claimed in connection with
certain promissory notes issued by MXL (hereinafter "the Action"); and

     WHEREAS,  MXL has asserted  defenses to the Acton including  set-off rights
and filed a counterclaim against AOtec in the Action; and

     WHEREAS,  the Parties are  desirous of settling  this case without the need
for further litigation and expenses;

     NOW, THEREFORE, in consideration of the mutual promises and terms set forth
herein and for good and valuable  consideration,  the receipt of which is hereby
acknowledged, the Parties agree to settle their dispute as follows:

     1. MXL shall pay AOtec $275,000 as follows:

        a.  $175,000 payable by certified check delivered upon the execution of
            this Agreement by AOtec; and

        b.  $100,000 payable with interest pursuant to the terms of the attached
 promissory note (the "Promissory Note").

     2. Upon execution of this Agreement, MXL shall deliver to AOtec:

        a.  a duly executed Promissory Note in the form attached hereto; and

        b.  a Guaranty in the form attached hereto and duly executed by its
            parent company, National Patent Development Corporation.

     3. In  consideration  of the  foregoing,  and for other  good and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
AOtec does hereby release,  acquit and forever  discharge MXL, their  respective
officers, directors, agents, employees, personal representatives,  successors in
interest,  predecessors in interest,  successor and affiliated  corporations and
assigns, of and from all claims, demands, obligations, losses, cusses of action,
damages, penalties costs, expenses, attorneys' fees, liabilities of any name and
nature whatsoever,  whether based on contract, tort, fraud, statute or any other
theory of recovery, at law or equity,  whether know or unknown,  which AOtec has
or may have had against MXL  including  but not limited to those  claims made or
which  could  have  been  made in the  Action  and/or  in  connection  with  the
promissory  notes issued by MXL to AOtec and/or in  connection  with the sale of
AOtec's business to MXL, provided  however,  that nothing contained herein shall
be  construed  to release any claims in  connection  with this  Agreement or the
undertakings provided for herein.

     4. In  consideration  of the  foregoing,  and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, MXL
does  hereby  release,  acquit and forever  discharge  AOtec,  their  respective
officers, directors, agents, employees, personal representatives,  successors in
interest,  predecessors in interest,  successor and affiliated  corporations and
assigns, of and from all claims, demands, obligations, losses, causes of action,
damages, penalties costs, expenses, attorneys' fees, liabilities of any name and
nature whatsoever,  whether based on contract,  tort, fraud, statue or any other
theory of recovery, at law or equity, whether known or unknown, which MXL has or
may have had against  AOtec  including  but not limited to those  claims made or
which  could  have  been  made in the  Action  and/or  in  connection  with  the
promissory  notes issued by MXL to AOtec and/or the sale of AOtec's  business to
MXL.

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     5. Within ten (10) days of the  execution  of this  Agreement,  the parties
shall cause their  attorneys  to execute and file the  attached  Stipulation  of
Dismissal of the Complaint  and  Counterclaim  in the Action with  prejudice and
without costs.

     6. This Agreement may be executed in  counterparts,  each of which shall be
deemed an original and all of which shall constitute one and the same document.

     7. This Settlement  Agreement shall be governed by the laws of the State of
Massachusetts.  IN WITNESS WHEREOF, the parties hereto have set their hands this
day and year first above written and each party  acknowledges  receipt of a duly
executed copy.

                                   AOTEC, LLC
Witness my hand and seal:
                                   BY:
-----------------------                 ----------------------------------------
                                         Name:
                                                --------------------------------
                                         Title:
                                                   -----------------------------

                                   MXL INDUSTRIES, INC.
Witness my hand and seal:
                                   BY:
----------------------                  ----------------------------------------
                                        Name:
                                               ---------------------------------
                                        Title:
                                               ---------------------------------

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