Exhibit 10.14.2

Marine Acoustics, Inc.                                     809 Aquidneck Avenue
                                                           Middletown, RI 02842
                                                           401.847-7508
                                                           Fax: 401-847-7864

22 March 2004

LMIC, Inc.
6435 Virginia Manor Rd.
Beltsville, MD 20705

Attention:        Jay Duffy
Subject: Subcontract Agreement 04-LMIC Amendment#1

Dear Mr. Duffy:

As  discussed,  I have enclosed a copy of Amendment 1 to  subcontract  Agreement
SA04-LMIC.  The subject Subcontract is hereby amended  unilaterally as set forth
below to  increase  the  production  quantity  ordered by 3000 units (5000 units
contract total),  and to increase the Funding Limitation Amount by $1,000,000 to
$2,000,000.  The  estimated  total cost for this  project has been  undated from
$1,701,280.00 to $4,253,200.

Amendments:

Replace  Exhibit A dated  December  23, 2003 in its  entirety  with the enclosed
Exhibit A dated March 22, 2004.

Replace  Exhibit B dated  December  23, 2003 in its  entirety  with the enclosed
Exhibit B dated March 22, 2004.

All other  provisions  of the  Subcontract  not expressly  changed  herein shall
remain in full force and effect.

If you have any questions or need any additional information,  please call me at
401-847-7508, 401-847-7864 (Fax) or email at blpii@aol.com.

/s/ Bernard L. Patterson
------------------------
Bernard L Matterson
Vice President

Enclosure

Cc:   P2
      File

<PAGE>

                   EXHIBIT B TO SUBCONTRACT AGREEMENT 04-LMIC
                                      dated
                                 March 22, 2004

                                     Between

                             MARINE ACOUSTICS, INC.

                                       AND

                                    LMIC, Inc

1. LEVEL OF EFFORT

In  satisfaction  of the work called for in Exhibit A above,  the Supplier shall
provide the labor necessary to accomplish the Task set forth in Exhibit A as set
forth in Attachment 1 (LMIC cost  proposal -  Phraselator  Model 2000 / CRO-494,
dated December 18, 2003)

2. INVOICING SCHEDULE

Supplier  shall invoice MAI on a monthly  basis for services  rendered and units
produced in accordance with the terms of the PSA dated June 9, 2003.

3. ESTIMATED FEE AND PAYMENT

<TABLE>
<CAPTION>
<S>                                                                       <C>
         (A) Estimated initial non-cancellable, non-returnable materials  $152,000.00

         (B)  Per Unit Estimated Cost (order quantity 500 0)              $850.64 (see Note I below)

         (C)  Total Estimated Cost (5000 units)                           $4,253,200.00

         (D) Limitations of MAI's Obligation
</TABLE>

The amounts  presently  allotted to perform  the tasks in this  Subcontract  are
shown below.  The Supplier agrees to comply with the funding  limitation(s)  and
period(s) of obligation authority (POOA) below.

Task     Funding Limitation Amount          POOA Expiration Date         LOE
----     -------------------------          --------------------         ---
1            $2,000,000.00                    31 December 2004           TBD

Note 1: Per unit cost  estimate  for  materials,  licensing  and  labor  will be
reassessed  for  accuracy  at the 500 and 1000  unit  production  levels  of the
current contract SA03-383-LMIC.

/s/ Bernard L. Patterson, III                                          3/26/04
    -------------------------                                          -------
Bernard L. Patterson, III                                              Dated
Vice President