<PAGE>


                                LICENSE AGREEMENT

     This License Agreement (this "Agreement") is entered into as of May 4 
1999 between General Dynamics Information Systems, Inc., a Delaware 
Corporation ("GDIS"), and Conductus, Inc., a Delaware Corporation 
("Conductus").

                                    RECITALS

    Conductus owns certain technology in the area of superconductive 
electronics and cryoelectronics, and uses such technology for research and 
development purposes and to make products for both government and commercial 
customers.  Although it acknowledges that there are multiple existing 
opportunities for the use of its technology and the sale of its products to 
government customers, Conductus is willing to forego its independent pursuit 
of such opportunities and desires to make GDIS its licensee with respect to 
such government business, so that Conductus can focus on its commercial 
businesses.

                                   AGREEMENT

      SECTION 1.  DEFINITIONS.

              1.1.  An "AFFILIATE" of a party will mean an entity directly or 
indirectly controlling, controlled by or under common control with that party 
where control means the ownership or control, directly or indirectly, of more 
than fifty percent (50%) of all of the voting power of the shares (or other 
securities or rights) entitled to vote for the election of directors or other 
governing authority, as of the date of this Agreement or hereafter during the 
term of this Agreement; provided that such entity will be considered an 
Affiliate only for the time during which such control exists.  An entity will 
only be considered an "Affiliate" if it has agreed to be bound to all the 
obligations and restrictions set forth in this Agreement, including without 
limitation the obligations of confidentiality set forth in Section 10.

              1.2.  "CONDUCTUS TECHNOLOGY" will mean Patents (as defined 
below) as well as all trade secrets, know-how, methods, operating techniques, 
processes, technical data, engineering information, drawings, software, 
documentation and other technology related to high temperature 
superconductive ("HTS") electronics and cryoelectronics and associated 
packaging and cryogenics owned by Conductus.  Notwithstanding the above, 
Conductus Technology does not include (a) magnetic resonance applications, or 
(b) nuclear quadrapole applications or magnetic sensing applications other 
than for underwater or underground object detection.

              1.3.  "DISCLOSING PARTY" shall mean a party hereto that 
discloses its Proprietary Information to the other party.

              1.4.  "GOVERNMENT CONTRACTS" will mean any contract for 
Licensed Products within the Permitted Market.

              1.5.  "KEY PERSONNEL" will mean those individuals listed in 
Exhibit C.

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              1.6.  "LICENSED PRODUCT(S)" means (i) any product or part 
thereof, and (ii) any technology or technology application or research and 
development, the use or sale of which incorporates or is based on or derived 
from Conductus Technology.

              1.7.  "PATENTS" will mean the patents and patent applications 
listed on EXHIBIT A and any continuations, continuations-in-part (to the 
extent the claims are supported by patents, patent applications or invention 
disclosures included in Exhibit A), divisions or reissues thereof.

              1.8.  "PERMITTED MARKET" will mean the U.S. government or any 
state, local or foreign government or any agency, department, bureau or other 
subdivision or instrumentality thereof, except that the foreign market will 
be limited to military, intelligence and law enforcement entities. 

              1.9.  "PROPRIETARY INFORMATION" of a Disclosing Party will mean 
the following, to the extent previously, currently or subsequently disclosed 
to the other party hereunder or otherwise: information identified as 
proprietary by the Disclosing Party and relating to Licensed Products, the 
manufacture or processing thereof, or to the Disclosing Party's business 
(including, without limitation, know-how, formulas, processes, ideas, 
inventions (whether patentable or not), schematics and other technical, 
business, financial, customer and product development plans, forecasts, 
strategies and information).  In particular, but without limitation, 
Conductus Technology will be considered Proprietary Information of Conductus, 
regardless of being marked or identified as such.  Information will be deemed 
to be identified as proprietary, when, in the case of documents, schematics, 
plans, software and other tangible information, it is clearly marked as such, 
and in the case of intangible information such as know-how, the disclosing 
party clearly communicates to the Receiving Party that such information is 
proprietary.

              1.10. "PROPRIETARY RIGHTS" will mean Patent rights, copyrights, 
mask work rights, trade secret rights and all other intellectual property 
rights.

              1.11. "RECEIVING PARTY" will mean a party hereto that receives 
Proprietary Information of the other party.

              1.12. "STANDARD PRODUCTS" will mean products (a) supplied to 
GDIS under the Cross-License, Supply and Training Agreement to be entered 
into by the parties hereto or (b) those products listed in Exhibit F of this 
Agreement that GDIS makes or has made using components from suppliers 
specified by Conductus, according to procedures and designs specified by 
Conductus.
        
      SECTION 2.  LICENSE GRANT. 

              2.1.  EXCLUSIVE LICENSE. Subject to all the terms and 
limitations of this Agreement, and except for that Conductus Technology 
specifically subject to Section 2.2, Conductus hereby grants GDIS an 
exclusive, nonsublicensable, perpetual license under its 

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Proprietary Rights in the Conductus Technology, to use, make, have made 
(including by Defense Microelectronics Activity ("DMEA"), but specifically 
excluding Superconductor Technologies, Inc., Illinois Superconductor 
Corporation, E.I.duPont de Nemours and Company, Superconductor Core 
Technologies, their successors and any direct competitor of Conductus in the 
HTS base station commercial wireless marketplace), market and sell Licensed 
Products only to the Permitted Market. Notwithstanding the above, Conductus 
shall not be prohibited from exercising any rights in the Conductus 
Technology for Government Contracts entered into by Conductus as permitted 
under Section 3.2 or for Conductus' own internal research and development 
purposes. Affiliates of GDIS will have all rights and benefits granted 
hereunder subject to the limitations and restrictions of this Agreement.

              2.2.  NONEXCLUSIVE LICENSE.  Subject to all the terms and 
limitations of this Agreement, Conductus hereby grants GDIS a nonexclusive, 
nonsublicensable, perpetual license under its Proprietary Rights in Conductus 
Technology for magnetic quadrapole and magnetic sensing applications for 
underwater and underground object detection applications, and to US Patent 
Number 5,455,595 and U.S. Patent Application 08/041,731, to use, make, have 
made, market and sell Licensed Products only to the Permitted Market. 
Affiliates of GDIS will have all rights and benefits granted hereunder 
subject to the limitations and restrictions of this Agreement. 

      SECTION 3.  SCOPE OF LICENSE.
        
              3.1.  GOVERNMENT AND THIRD-PARTY RIGHTS IN CONDUCTUS 
TECHNOLOGY.  The United States Government has certain rights, as listed in 
Exhibit A, in the Conductus Technology, including patent rights under FAR 
52.227-11 and rights in data under DFAR 252.227-7013.  Additionally, certain 
research partners of Conductus have pre-existing rights to Conductus 
Technology. The exclusive license granted herein is subject to and limited by 
any such pre-existing rights. Such rights of other parties are listed in 
Exhibit A.

              3.2.  RIGHTS AND LIMITATIONS OF GDIS.

                    3.2.1.  PRODUCTS INCORPORATING CONDUCTUS TECHNOLOGY. 
Subject to Section 3.2.2, GDIS will not make, have made by a third party, 
market or sell any product incorporating Conductus Technology outside the 
Permitted Market either directly or indirectly by a participant in a 
distribution channel (for example, an original equipment manufacturer (OEM), 
value-added reseller (VAR), distributor or dealer) or by resale by a GDIS 
customer.  Any entity that receives the "have made" right specified above 
must agree to be bound in writing to all the limitations and restrictions on 
GDIS hereunder, (including, without limitation, the obligations of 
confidentiality in Section 10 of this Agreement.

                    3.2.2.  GDIS LICENSE EXTENSION.  Conductus will grant 
GDIS, on a case-by-case basis, at the request of GDIS, a limited license to 
develop, use, make, have made by a third party, market or sell products 
incorporating Conductus Technology outside the Permitted Market. 
Notwithstanding the foregoing, Conductus will have no 

                                     -3-


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obligation to provide such limited license if (i) the product or activities 
compete with any product or activity covered by Conductus' business plans, or 
(ii) Conductus is bound by other obligations which would preclude its 
granting such limited license, or (iii)  Conductus elects to develop the 
product or pursue the opportunity itself or with another enterprise. Any such 
limited license will be subject to the royalty payment provisions of Section 
5, except that the 10-year time limit shall not apply.  With respect to the 
Final Analysis FAISAT-TM- "Little LEO" opportunity, which is outside the 
Permitted Market, Conductus will either (a) pursue the opportunity alone or 
with a partner, (b) license another who agrees to pursue the opportunity or 
(c) grant GDIS a limited license under this Section.
        
              3.3.  RESERVED RIGHTS AND LIMITATIONS OF CONDUCTUS.

                    3.3.1.  BIDS SEPARATE FROM GDIS.  Conductus will not bid 
independently of GDIS on Government Contracts which are (a) contracts for the 
delivery of hardware; (b) offered for bidding directly to GDIS by a 
government customer; (c) contracts for which GDIS can provide technical 
competencies which Conductus does not possess; (d) contracts for which GDIS 
has access to customer or application information which Conductus does not 
possess or (e) contracts which would benefit from GDIS project management 
competencies which Conductus does not possess.

                    3.3.2.  GOVERNMENT CONTRACTS.  Notwithstanding the 
foregoing, Conductus may bid independently of GDIS for Government Contracts 
which are for (a) Small Business Innovative Research ("SBIR") awards; (b) 
Category 6.1 solicitations as defined under DFAR 235.001; or (c) 
opportunities GDIS elects to pursue with a subcontractor other than Conductus.

                    3.3.3.  CONDUCTUS REFERRAL RIGHTS.  Notwithstanding any 
other provision of this Agreement, Conductus may bid separately on Government 
Contracts that GDIS elects not to pursue.
        
              3.4.  PROCESS AND DISPUTE RESOLUTION.  To ensure that the 
parties have an opportunity to expeditiously resolve disputes involving the 
rights and limitations of the parties set forth in Sections 2 and 3, the 
parties agree to the following procedures:
        
                    3.4.1.  NOTICE REQUIREMENT.  The parties agree to provide 
notice as follows: (i) to the extent it is permitted by law to do so, GDIS 
will promptly notify Conductus of those opportunities for Government 
Contracts specified under Section 3.3.1, which it does not intend to pursue 
and any Government Contracts it intends to pursue with a subcontractor other 
than Conductus; and (ii) Conductus will notify GDIS of its intent to pursue a 
contract within the Permitted Market.

                    3.4.2.  DISPUTE RESOLUTION PROCESS.  (a) If the party 
receiving notice under Section 3.4.1 believes that it has the right to submit 
a bid with respect to such opportunity and intends to submit a such a bid, it 
will promptly provide written notice of same to the other party (within one 
week of its receipt of notice, but not later 

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than fifty percent (50%) of the time remaining to the due date of the 
proposal); (b) in the event that both parties believe they have the right 
under this Agreement to bid on a business opportunity and that the other 
party does not have such right, and have satisfied  the notice requirement, 
they agree to diligently try to resolve the issue of bidding rights within 
one week of the date on which the second notice is delivered; (c) if the 
parties cannot reach agreement they will submit the dispute to the respective 
chief executive officers of  GDIS or the applicable GDIS Affiliate and 
Conductus who will exert reasonable, good faith efforts to resolve the 
dispute within one week of the date on which the dispute is submitted to 
them; and (d) if the chief executive officers cannot reach agreement, the 
dispute will be submitted for binding arbitration in accordance with Section 
13 of this Agreement.
        
              3.5.  FUTURE DEVELOPMENTS.  The parties intend to enter into a 
Cross-Licensing, Supply and Training Agreement that would, among other 
things, allow each of them to cross-license future developments in the 
Conductus Technology.  Such agreement will address the supply of products to 
GDIS and set forth various services to be provided to GDIS relating to the 
Conductus Technology. Both parties acknowledge nothing herein creates any 
obligation for either of the parties to develop any additional technology. 
        
      SECTION 4.  TRANSFER OF TECHNOLOGY.  Conductus will deliver all 
tangible Conductus Technology to GDIS as set forth in Exhibit A.  Conductus 
will make the Key Personnel available to assist in the transfer of the 
intangible Conductus Technology, as described in the Cross License, Supply 
and Training Agreement executed between the parties.  Any substitutions of 
Key Personnel will be made only with persons having substantially similar 
expertise and after prior written notice to GDIS.

      SECTION 5.  PAYMENTS.
        
              5.1.  UP-FRONT PAYMENTS.  As consideration for the delivery of 
the Conductus Technology, GDIS will pay Conductus an up-front nonrefundable, 
fee of [*] upon completion of all of the following: (a) the execution of this 
Agreement, (b) receipt of the releases, in the form set forth in Exhibit E, 
from Transamerica and Silicon Valley Bank and any other releases, if any, 
required under Section 14.3; (c) the execution of the Cross License, Supply 
and Training Agreement, and (d) the delivery to GDIS of that Conductus 
Technology listed in Exhibit A as deliverable on execution of this Agreement. 

              5.2.  ON-GOING PAYMENTS.  As additional consideration for this 
Agreement, GDIS agrees to pay Conductus [*] on the first day of each month 
for a period of [*] beginning on July 1, 1999.

              5.3.  ROYALTIES.  For a period of [*] years after the date 
of this Agreement, GDIS will pay a [*] royalty as calculated 
in accordance with Exhibit D.  The parties have agreed that the royalty shall 
be allocated as [*]


* Confidential treatment requested.

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[*] for non-patent intellectual property and [*] for Patent rights. The 
royalty rates specified in this section will be reduced to [*] for any 
Licensed Products or Conductus Technology neither manufactured nor sold in a 
country where a patent or patent application licensed hereunder (with claims 
covering the items) remains in effect.  If all or any part of the royalty is 
determined to be an unallowed cost by a U.S. government contracting officer 
or as a result of an audit by a U.S. government agency, the royalty to 
Conductus will be reduced by one half of the amount of the unallowed royalty 
cost.

              5.4.  NONCREDITABILITY OF PAYMENTS.  The payments listed in 
Sections 5.1 and 5.2 are not creditable against royalties other obligations 
of GDIS to Conductus.
        
      SECTION 6.  REPORTING AND PAYMENT.  Beginning with the calendar quarter 
during which GDIS first invoices a customer with respect to the sale of a 
Licensed Product, GDIS will make written reports (even if there are no sales) 
and earned royalty payments to Conductus within forty-five (45) days after 
the end of each such quarter.  This report will state the number, 
description, and aggregate royalty base during such completed calendar 
quarter, and the resulting calculation of earned royalty payment due 
Conductus for such completed calendar quarter.  All royalties will be paid to 
Conductus in US Dollars.  The royalty on sales in currencies other than US 
Dollars will be calculated using the appropriate foreign exchange rate for 
such currency quoted by the Bank of America (San Francisco) foreign exchange 
desk, on the close of business on the last banking day of each calendar 
quarter. All non-US taxes of GDIS related to royalty payments shall be paid 
by GDIS and are not deductible from the payments due to Conductus. If any 
payments are not received by Conductus when due, GDIS will pay to Conductus 
interest charges on such payments at a rate of eighteen percent (18%) per 
annum or the maximum rate permitted by law, whichever is less. Such interest 
will be calculated from the date payment is due until the date of payment. 


* Confidential treatment requested.

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      SECTION 7.  GDIS COVENANTS.  GDIS will keep and maintain detailed and 
accurate books and records with regard to sales of Licensed Products by it 
and any of its Affiliates, royalties, and the calculation thereof.  Conductus 
or its representatives will be entitled to review and audit such books and 
records from time to time during normal business hours upon reasonable notice 
to GDIS and at Conductus' expense; provided that GDIS will bear any such 
expense if the review or audit shows an underpayment of more than five 
percent (5%) for the applicable period.  Any underpayments discovered during 
an audit will become immediately due and payable to Conductus.

      SECTION 8.  FINANCIAL STATEMENTS.  Beginning with the month and quarter 
in which this Agreement is executed, as soon as available, but no later than 
the 30th day of each calendar month until the month following the first 
anniversary of this Agreement, Conductus will provide GDIS with unaudited 
financial statements (balance sheet, income statement and statement of cash 
flows) for the preceding month. During the one-year period, Conductus will 
also provide GDIS with a copy of its 10Qs and 10K as filed with Securities 
and Exchange Commission, as soon as available. 

      SECTION 9.  MAINTENANCE COSTS.  If Conductus elects not to pay for 
maintenance of any Patents, it will so notify GDIS and provide GDIS with the 
opportunity to request that Conductus pay maintenance fees at GDIS's expense. 
If GDIS requests Conductus to maintain such Patents, GDIS will advance the 
cost of such maintenance charges and associated prosecution fees to Conductus 
when due.

      SECTION 10. PROPRIETARY INFORMATION.
        
              10.1.  IMPORTANCE OF PROPRIETARY INFORMATION.  Each party 
recognizes the importance to the other of the other's Proprietary 
Information. In particular, (a) GDIS recognizes that the Conductus Technology 
and other Conductus' Proprietary Information (and the confidential nature 
thereof) are critical to the business of Conductus and that Conductus would 
not enter into this Agreement without assurance that such technology and 
information and the value thereof will be protected as provided in this 
Section 10 and elsewhere in this Agreement; and (b) Conductus recognizes that 
GDIS's strategic plans, bid decisions and technological capabilities and 
other GDIS Proprietary Information (and the confidential nature thereof) are 
critical to the business of GDIS in a competitive environment and that GDIS 
would not enter into this Agreement without assurance that such technology 
and information and the value thereof will be protected as provided in this 
Section 10 and elsewhere in this Agreement.

              10.2.  RESTRICTIONS.  Accordingly, each party agrees as 
follows: The Receiving Party agrees and will cause its employees to agree (a) 
to hold the Disclosing Party's Proprietary Information in confidence and to 
take reasonable precautions to protect such Proprietary Information 
(including, without limitation, all precautions the Receiving Party employs 
with respect to its confidential materials), (b) not to divulge (except when 
GDIS is the Receiving Party and has a Licensed Product made by a third party 
in accordance with the requirements of Section 2 of this Agreement provided 
that third party agrees in writing to be bound by the provisions of this 
Section 10) any such 

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Proprietary Information or any information derived therefrom to any third 
person and (c) not to make any use whatsoever at any time of such Proprietary 
Information except as expressly authorized in this Agreement.  GDIS will take 
reasonable precautions to ensure Conductus financial information disclosed to 
GDIS prior to public release is not used by GDIS personnel to buy, sell or 
trade Conductus stock.  Any Receiving Party must have a legitimate "need to 
know" the information being provided hereunder.

              10.3. EXCEPTIONS.  Without granting any right or license, each 
party hereto agrees that the restrictions in Section 10.2 will not apply with 
respect to information the Receiving Party can document (a) is in or (through 
no improper action or inaction by the Receiving Party, agent or employee) 
enters the public domain (and is readily available without substantial 
effort), or (b) was rightfully in its possession or known by it prior to 
receipt from the Disclosing Party, or (c) was rightfully disclosed to it by 
another person without restriction, or (d) was independently developed by it 
by persons without access to such information and without use of any 
Proprietary Information of the Disclosing Party.

              10.4. LEGAL REQUEST OR REQUIREMENT FOR DISCLOSURE.  In the 
event either party is requested or required (by oral request or written 
request for information or documents in any legal proceeding, interrogatory, 
subpoena, civil investigative demand or similar process) to disclose any 
Confidential Information of the other party, then such party will notify the 
other party promptly in writing of the request or requirement so that the 
other party may seek an appropriate protective order.  If, in the absence of 
a protective order, the party from which disclosure is sought is, on the 
advice of outside counsel, compelled to disclose any of the Confidential 
Information of the other party or else stand liable for contempt, then the 
party from which disclosure is sought may disclose such information provided 
that such party will use its reasonable best efforts to obtain at the request 
and expense of the other party an order or other assurance that confidential 
treatment will be accorded to such information.

                10.5. RETURN OF PROPRIETARY INFORMATION.  Within thirty (30) 
days after a termination of this License Agreement under the provisions of 
Section 12, each party will deliver to the other party all tangible 
Proprietary Information of that party including all documents or media 
containing any such Proprietary Information and any and all copies or 
extracts thereof.

              10.6. EQUITABLE RELIEF.  The parties acknowledge and agree that 
due to the unique nature of the Proprietary Information, there can be no 
adequate remedy at law for the breach by the other of its obligations under 
this Section 10, that any such breach by the other party will result in 
irreparable harm to the Disclosing Party and therefore, that upon any such 
breach or any threat thereof by a Receiving Party, the Disclosing Party will 
be entitled to appropriate equitable relief (without the posting of any bond) 
in addition to whatever remedies it might have at law.  Each party will 
notify the other party in writing immediately if it becomes aware of the 
occurrence of any such unauthorized release or other breach.  Any breach of 
this Section 10 will constitute a material breach of this Agreement.

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      SECTION 11.  PROTECTION OF PROPRIETARY RIGHTS.
        
              11.1. PRODUCT MARKING.  Except to the extent otherwise agreed 
by Conductus, Licensed Products will include any patent markings of 
Conductus. Except as expressly provided herein, (a) GDIS will not use or 
register the mark "Clear Site" or the name "Conductus" or any similar mark or 
name anywhere in the world and (b) GDIS has no right or license with respect 
to any mark, name or designation of, or used by, Conductus.

              11.2. PROCESS.  If GDIS becomes aware of any product or 
activity of any third party that may involve a material infringement or 
violation of any material Patent or other material Proprietary Right relating 
to the Conductus Technology, then GDIS will promptly notify Conductus in 
writing of such infringement or violation.  Conductus may in its discretion 
take or not take whatever action it believes is appropriate.  If Conductus 
elects to take action, GDIS will reasonably cooperate therewith at Conductus' 
expense, including joining as a party, if necessary.  If Conductus does not, 
within ninety (90) days after receipt of such a notice of a patent 
infringement, commence action directed toward restraining or enjoining such 
patent infringement, GDIS, so long as its license to the Patents is 
exclusive, may take such legally permissible action as it deems necessary or 
appropriate to enforce its rights relating to the Conductus Technology 
granted under Section 2.1 and restrain such infringement.  Conductus agrees 
to cooperate reasonably, at GDIS' expense, in any such action GDIS initiates 
or wishes to initiate. GDIS will indemnify Conductus for any damages, as well 
as Conductus' expenses, costs and attorneys' fees, in connection with any 
action or suit commenced by GDIS under this Section 11.2. Nothing in this 
Section 11.2 allows GDIS or requires Conductus to disclose Proprietary 
Information of Conductus.

              11.3. CONDUCTUS ACTION.  If Conductus initiates and prosecutes 
any action under this Section 11, all legal expenses (including court costs 
and attorneys' fees) will be borne by Conductus and Conductus will be 
entitled to all amounts awarded by way of judgment, settlement or compromise.

              11.4. GDIS ACTION.  If GDIS initiates and prosecutes any action 
under this Section 11, all legal expenses (including court costs and 
attorneys' fees) will be borne by GDIS and GDIS will be entitled to all 
amounts awarded by way of judgment, settlement, or compromise.

              11.5. PATENT SEARCHES.  GDIS acknowledges that Conductus has 
not conducted comprehensive patent searches.  Conductus and GDIS agree to 
work cooperatively regarding issues concerning Patents and Proprietary Rights 
and similar matters and to exercise reasonable business judgment in carrying 
out the objects of this Agreement to avoid exposing either party to liability 
under patent or similar laws in any country.

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      SECTION 12.  TERMINATION.
        
              12.1. GROUNDS FOR TERMINATION.  Notwithstanding any provision 
herein to the contrary, this Agreement may be terminated:  (a) at any time by 
the mutual written consent of the parties; (b) by Conductus upon thirty (30) 
days written notice in the event of any failure by GDIS to make a royalty 
payment when due pursuant to this Agreement, unless GDIS makes such payment 
within 10 days after the receipt of written notice from Conductus requesting 
that such breach or default be cured; or (c) by either party in the event of 
any material breach or default by the other party in the performance of any 
of its material obligations under this Agreement which are not cured within 
60 days after the breaching party is provided with written notice of such 
breach or default, except that if Conductus believes that GDIS has committed 
a material breach with respect to Sections 2 or 3, this Agreement will not be 
terminated prior to the parties' use of all of the dispute resolution 
procedures set forth in Sections 3.4 and 13.

              12.2. LIABILITY.  If this Agreement is terminated for any 
reason, then all rights, licenses and obligations of the parties hereunder 
will terminate without the liability of either party to the other party, 
except for any liability of a party then in breach; provided that the 
provisions of Sections 5 and 6 (as to any royalties due and owing by GDIS), 
10, 11.1, 12.2, 12.3 and 13-18 will survive termination and remain in full 
force and effect thereafter.

              12.3. CONTINUATION.  In the event of termination of this 
Agreement for any reason, Conductus will offer a license covering the subject 
matter of this Agreement to DMEA, on terms and conditions to be mutually 
agreed. 
        
      SECTION 13.  ARBITRATION OF CERTAIN DISPUTES.
        
              13.1. RESOLUTION OF ARBITRAL DISPUTES.  Except as otherwise 
expressly provided in this Section 13, the parties agree that any dispute or 
controversy between the parties arising under or in connection with Sections 
2 or 3 that is not otherwise resolved pursuant to Sections 3.4.2 (an 
"ARBITRABLE DISPUTE") will be settled exclusively in accordance with the 
procedures set forth in this Section 13. Upon the demand of either party, the 
parties agree that the procedures set forth in this Section 13 will not be 
applicable to disputes or controversies arising in connection with 
third-party claims against one or both of the parties to this Agreement or to 
any claim, action, suit or proceeding seeking specific enforcement of the 
provisions of this Agreement.

              13.2. CLAIM NOTICE.  Within ten (10) days after the date on 
which a dispute is submitted to the chief executive officers pursuant to 
Section 3.4.2(d), provided that such dispute remains unsettled, either party 
will have the right to demand arbitration of the Arbitrable Dispute by 
delivering to the other party a written notice (the "CLAIM NOTICE") demanding 
arbitration pursuant to this Section 13.2 and setting forth in reasonable 
detail the claims asserted by such party and the facts upon which such claims 
are based.  Within ten (10) days after delivery of the Claim Notice, the 
party receiving the Claim Notice will deliver to the party demanding 
arbitration a written notice (the 

                                     -10-



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"DEFENSE NOTICE") setting forth in reasonable detail such party's defense, 
any counterclaims and the facts upon which such defense and counterclaims are 
based.  In the event of a failure to deliver the Defense Notice, all claims 
set forth in the Claim Notice will be deemed denied and such failure will not 
serve to delay arbitration in accordance with the provisions of this Section 
13.

              13.3. SELECTION OF ARBITRATOR.  The parties agree that they will 
arbitrate before a single arbitrator selected under the rules of the American 
Arbitration Association (AAA).

              13.4. ARBITRATION RULES.  The Arbitrator will conduct its 
activities in accordance with the Commercial Rules of the American 
Arbitration Association as then in effect.  The Arbitrator will decide all 
procedural and substantive issues relating to the Arbitrable Dispute, 
including without limitation those issues relating to the scheduling of and 
rules and procedures applicable to all hearings relating to the Arbitrable 
Dispute.

              13.5. APPLICABLE LAW.  The parties agree that the Arbitrator 
will apply the internal laws of the State of Delaware to the merits of the 
Arbitrable Dispute and that all hearings relating to the Arbitrable Dispute 
will be held in Santa Clara county, California, or at such other place as may 
be mutually agreed by the parties.

              13.6. DELIVERY OF INFORMATION.  Each party agrees that it will 
provide to the other party, at least ten (10) days prior to any scheduled 
arbitration hearing, materials and information sufficient to apprise the 
other party fully with regard to such party's contentions in connection with 
the Arbitrable Dispute.  Each party will respond promptly to all reasonable 
requests for information and documents in its possessions relevant to the 
Arbitrable Dispute.  The Arbitrator will resolve any disputes between the 
parties as to discovery procedures.

              13.7. APPORTIONMENT OF COSTS.  The costs of arbitration will be 
apportioned by the Arbitrator in its award in such manner as the Arbitrator 
deems just and reasonable taking into account the circumstances of the 
dispute, the conduct of the parties during the arbitration proceeding and the 
result of the arbitration.  Any costs of arbitration that must be paid prior 
to the Arbitrator's award will be borne by the parties equally, without 
prejudice to the final apportionment of such costs by the Arbitrator.

              13.8. BINDING DECISION; AWARDS.  The Arbitrator will as soon as 
practicable, but in any event within fifteen (15) days after the selection of 
the Arbitrator, render a binding decision and, if applicable, award as to all 
Arbitrable Disputes for which it was impaneled.  The powers of the Arbitrator 
will include the power to award declaratory judgments, specific performance 
and injunctive and other equitable relief.  The Arbitrator will not have the 
power to modify or amend in any respect the provisions of this Agreement, 
including without limitation the provision prohibiting the award of certain 
damages prohibited under Section 17.

                                     -11-


<PAGE>

              13.9. U.S. ARBITRATION ACT; JUDGMENT.  All arbitrations 
conducted pursuant to this Section 13 will be governed by the United States 
Arbitration Act, 9 U.S.C. Sections 1-16.  Judgment on any award of the 
Arbitrator may be entered in any court of competent jurisdiction.
        
      SECTION 14.  REPRESENTATIONS AND WARRANTIES OF CONDUCTUS.  Conductus 
hereby represents and warrants to GDIS that the statements contained in this 
Section 14 are correct and complete as of the date of this Agreement.
        
              14.1. ORGANIZATION, POWER AND QUALIFICATION.  Conductus is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware, and has all requisite corporate power and 
authority to own or hold under lease its properties and assets and to carry 
on its business as now conducted.

              14.2. AUTHORITY.  Conductus has all necessary power and 
authority, corporate and otherwise, to make, execute and deliver this 
Agreement and all other agreements and documents to be executed and delivered 
by it pursuant hereto and has taken all necessary actions required to be 
taken to authorize it to execute and deliver this Agreement and such other 
agreements, and to perform all of its obligations, undertakings and 
agreements to be observed and performed by it hereunder and thereunder.  This 
Agreement has been duly executed and delivered by Conductus, and constitutes 
the valid and binding agreement of Conductus enforceable in accordance with 
its terms.

              14.3. NONCONTRAVENTION; CONSENTS.  Neither the execution and 
delivery of this Agreement by Conductus, nor the consummation by Conductus of 
the transactions contemplated hereby or thereby, will violate any law to 
which Conductus is subject or any provision of the charter or bylaws of 
Conductus. Neither the execution and delivery of this Agreement by Conductus, 
nor the consummation by Conductus of the transactions contemplated hereby, 
will constitute a violation of, be in conflict with, constitute or create a 
default under or result in the creation or imposition of any lien upon any 
property of Conductus (including any of the Conductus Technology) pursuant 
to, any agreement or commitment to which Conductus is a party or by which 
Conductus is bound or any of its properties (including any of the Conductus 
Technology) is bound or subject. Conductus has given all required notices and 
obtained all licenses, permits, consents, approvals and authorizations from 
third parties as are required in order to enable Conductus to perform its 
obligations under this Agreement, including all consents and approvals 
required to permit it to license the Conductus Technology and the Licensed 
Products and to enable GDIS to enjoy all the rights and benefits thereof. No 
Contract has been amended to increase the amount payable thereunder or to 
provide any other benefit to any other party thereto in order to obtain any 
such consent, approval or authorization.

              14.4. NON-INFRINGEMENT.  To the knowledge of Conductus, without 
having made any specific inquiry, there are no actions, suits, claims, 
proceedings or investigations pending or threatened against Conductus with 
respect to any actual or alleged infringement.  Conductus, is not prosecuting 
any action, suit, claim, proceeding or 

                                     -12-


<PAGE>

investigation concerning any actual or potential infringement of Conductus 
patents or intellectual property rights.

              14.5. OWNERSHIP OF PATENTS AND CONDUCTUS TECHNOLOGY.  Conductus 
is the owner of the Patents included in Exhibit A, free and clear of any 
liens, encumbrances or claims, and is the owner of the Conductus Technology 
claims or possesses non-terminable, perpetual worldwide license rights 
thereto which include the right to grant the license thereto pursuant to this 
agreement, in each case free and clear of any liens, encumbrances or 
Conductus has not granted and will not grant any rights in the Conductus 
Technology to third parties which limits or infringes, or would limit or 
infringe, the exclusivity granted to GDIS herein, except for those rights 
listed in Exhibit A.

              14.6. SUFFICIENCY OF LICENSED AND TRANSFERRED TECHNOLOGY.  The 
items listed in Exhibit A when combined with (i) the non-proprietary items 
listed in Exhibit B and (ii) the training provided under the Cross-Licensing, 
Supply and Training Agreement to be entered into by the parties, will include 
all of the patents, documentation, trade secrets and know-how reasonably 
necessary for a person skilled in the art to produce Standard Products. 
        
      SECTION 15.  REPRESENTATIONS AND WARRANTIES OF GDIS.  GDIS hereby 
represents and warrants to Conductus that the statements contained in this 
Section 15 are correct and complete as of the date of this Agreement.
        
              15.1. ORGANIZATION, POWER AND QUALIFICATION.  GDIS is a 
corporation duly organized, validly existing and in good standing under the 
laws of the State of Delaware, and has all requisite corporate power and 
authority to own or hold under lease its properties and assets and to carry 
on its business as now conducted.

              15.2. AUTHORITY.  GDIS has all necessary power and authority, 
corporate and otherwise, to make, execute and deliver this Agreement and all 
other agreements and documents to be executed and delivered by it pursuant 
hereto and has taken all necessary actions required to be taken to authorize 
it to execute and deliver this Agreement and such other agreements, and to 
perform all of its obligations, undertakings and agreements to be observed 
and performed by it hereunder and thereunder.  This Agreement has been duly 
executed and delivered by GDIS, and constitutes the valid and binding 
agreement of GDIS enforceable in accordance with its terms.

              15.3. NONCONTRAVENTION; CONSENTS.  Neither the execution and 
delivery of this Agreement by GDIS, nor the consummation by GDIS of the 
transactions contemplated hereby or thereby, will violate any law to which 
GDIS is subject or any provision of the charter or bylaws of GDIS.  Neither 
the execution and delivery of this Agreement by GDIS, nor the consummation by 
GDIS of the transactions contemplated hereby, will constitute a violation of, 
be in conflict with, constitute or create a default under or result in the 
creation or imposition of any lien upon any property of GDIS 

                                     -13-


<PAGE>

pursuant to, any agreement or commitment to which GDIS is a party or by which 
GDIS is bound or any of its properties is bound or subject.
        
      SECTION 16.  SURVIVAL AND INDEMNIFICATION.
        
              16.1. SURVIVAL.  The representations, warranties, covenants and 
agreements of the parties contained in this Agreement will survive the 
execution and delivery of this Agreement and the consummation of the 
transactions contemplated hereby and will continue in full force and effect 
forever thereafter.

              16.2. INDEMNIFICATION BY CONDUCTUS.  Conductus hereby agrees to 
indemnify, defend and hold GDIS harmless from and against the entirety of any 
losses, expenses (including without limitation reasonable attorney's, 
accountant's and expert's fees and expenses), damages and other liabilities 
(collectively, "LOSSES") suffered or incurred by GDIS or any of its 
stockholders, directors, officers, employees or agents, resulting from, 
arising out of or caused by any third party claim of infringement with 
respect to GDIS' making, having made, using or selling Standard Products, or 
the misappropriation by Conductus of any trade secrets with respect to any of 
the foregoing, provided that (i) GDIS promptly notifies Conductus in writing 
of the claim, (ii) Conductus has sole control of the defense and all related 
settlement negotiations, and (iii) GDIS gives Conductus information and 
assistance for the defense all at Conductus' expense. Conductus will not be 
liable under this indemnification provision to the extent that GDIS can avoid 
infringement by purchase of materials from non-infringing sources and fails 
to do so. To the extent that such Losses consist of fees and/or future 
royalty payments, Conductus will be able to make GDIS whole by giving GDIS 
credit for the amount of such Losses out of future royalty payments payable 
by GDIS to Conductus. 

Conductus will have no liability for any claim of patent or copyright 
infringement based upon the combination, operation or use of any Standard 
Product with products, software or data not supplied by Conductus, nor for 
any claim based upon alteration of the products or modification of any 
software supplied by entities other than Conductus.
        
              16.3.  INDEMNIFICATION BY GDIS.  GDIS agrees to indemnify, hold 
harmless, and defend Conductus and their respective trustees, officers, 
employees, students, and agents against any and all claims for death, 
illness, personal injury, property damage, and improper business practices 
arising out of the manufacture, use, sale, or other disposition of Licensed 
Product, or Conductus Technology by GDIS, its Affiliates, or any entity which 
manufactures, uses or sells or disposes of Licensed Product under the have 
made provisions of this agreement. 
        
      SECTION 17.  LIMITATIONS AND WARRANTY.
        
              17.1. LIMITATION OF DAMAGES.  NOTWITHSTANDING ANY PROVISION OF 
THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY WILL BE ENTITLED IN CONNECTION 
WITH ANY BREACH OR VIOLATION OF THIS AGREEMENT TO RECOVER ANY PUNITIVE, 
EXEMPLARY OR OTHER SPECIAL DAMAGES OR ANY INDIRECT, INCIDENTAL OR 
CONSEQUENTIAL 

                                     -14-


<PAGE>

DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO LOSS OF PROFIT, 
BUSINESS OPPORTUNITY OR BUSINESS REPUTATION.  EACH PARTY, AS A MATERIAL 
INDUCEMENT TO THE OTHER PARTY TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER 
THIS AGREEMENT,  HEREBY EXPRESSLY WAIVES ITS RIGHT TO ASSERT ANY CLAIM 
RELATING TO SUCH DAMAGES AND AGREES NOT TO SEEK TO RECOVER SUCH DAMAGES IN 
CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING RELATING TO THIS AGREEMENT. 
THE FOREGOING WILL NOT LIMIT THE RIGHT OF EITHER PARTY TO INDEMNIFICATION IN 
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT WITH RESPECT TO ALL 
COMPONENTS OF ANY CLAIM, AWARD OR JUDGMENT AGAINST SUCH PARTY BY ANY 
UNAFFILIATED THIRD PARTY. 

              17.2. LIMITATION OF OBLIGATIONS AND LIABILITY.  EXCEPT FOR 
BODILY INJURY OF A PERSON, CONDUCTUS WILL NOT BE LIABLE WITH RESPECT TO ANY 
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT 
LIABILITY OR OTHER THEORY FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, 
SERVICES, TECHNOLOGY OR RIGHTS OR FOR ANY AMOUNTS AGGREGATING IN EXCESS OF 
AMOUNTS PAID TO IT HEREUNDER.

              17.3. WARRANTY DISCLAIMER.  EXCEPT AS OTHERWISE EXPRESSLY 
PROVIDED IN THIS AGREEMENT, CONDUCTUS MAKES NO WARRANTY WITH RESPECT TO ANY 
TECHNOLOGY, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND 
HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR 
PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY OF THE FOREGOING.
        
      SECTION 18.  MISCELLANEOUS.
        
              18.1. INDEPENDENT CONTRACTORS.  The parties are independent 
contractors and not partners, joint venturers or otherwise affiliated and 
neither has any right or authority to bind the other in any way.

              18.2. ASSIGNMENT.  The rights and obligations of the parties 
under this Agreement may not be assigned or transferred (and any attempt to 
do so will be void) except (a) rights to payment of money may be assigned, 
and (b) this Agreement and the rights and obligations hereunder may be 
assigned to an acquiror of all or substantially all the assets, business or 
stock of a party.

              18.3. NON-SOLICITATION.  For a period of five years from the 
date of this Agreement, neither party will, without the prior written consent 
of the other party, solicit any employee or consultant of the other party to 
leave the employ of the other; the foregoing does not prohibit mass media 
"want ads" not specifically directed towards employees or consultants of the 
other party.

                                    -15-


<PAGE>

              18.4. AMENDMENT AND WAIVER.  Except as otherwise expressly 
provided herein, any provision of this Agreement may be amended and the 
observance of any provision of this Agreement may be waived (either generally 
or any particular instance and either retroactively or prospectively) only 
with the written consent of the parties.

              18.5. GOVERNING LAW.  This Agreement will be governed by and 
construed under the laws of the State of Delaware of the United States 
without regard to conflicts of laws provisions thereof and without regard to 
the United Nations Convention on Contracts for the International Sale of 
Goods.

              18.6. HEADINGS.  Headings and captions are for convenience only 
and are not to be used in the interpretation of this Agreement.

              18.7. NOTICES.  Notices under this Agreement will be sufficient 
only if personally delivered, delivered by a major commercial rapid delivery 
courier service or mailed by certified or registered mail, return receipt 
requested to a party at its address as set forth below or as amended by 
notice pursuant to this subsection.  If not received sooner, notice by mail 
will be deemed received five (5) days after deposit in the U.S. mail.

              If to GDIS, to:  General Dynamics Information Systems, Inc.
                               8800 Queen Avenue South
                               Bloomington, MN 55431
                               Attn.:  A. Allen Gray, VP and General Counsel

                          With a copy (which
                          shall not constitute
                          notice), to:          Jenner & Block
                                                601 East 13th Street, N.W.
                                                Suite 1100 South
                                                Washington, D.C.  20005
                                                Attn.:  Craig A. Roeder

              If to Conductus, to: Conductus, Inc.
                                   969 West Maude Avenue
                                   Sunnyvale, CA 94086
                                   Attn.:  Ron Wilderink, VP of Finance and CFO

                                     -16-

<PAGE>


                          With a copy (which
                          shall not constitute
                          notice), to:

                                                Gunderson, Dettmer, Stough
                                                155 Constitution Avenue
                                                Menlo Park, CA 94025
                                                Attn.:  Brooks Stough

              18.8. ENTIRE AGREEMENT.  This Agreement, together with the 
Cross-License, Supply and Training Agreement of even date herewith, 
supersedes all proposals, oral or written, all negotiations, conversations, 
or discussions between or among the parties relating to the subject matter of 
this Agreement and all past dealing or industry custom and represents the 
entire agreement between the parties.

              18.9. EXPORT CONTROL.  Each party will comply with all 
applicable export laws, restrictions, and regulations of any United States or 
foreign agency or authority and will not export or re-export, or allow the 
export or re-export of any product, technology or information it obtains or 
learns pursuant to this Agreement (or any direct product thereof) in 
violation of any such laws, restrictions or regulations.

             18.10. SEVERABILITY.  If any provision of this Agreement is held 
illegal, invalid or unenforceable by a court of competent jurisdiction, that 
provision will be limited or eliminated to the minimum extent necessary so 
that this Agreement will otherwise remain in full force and effect and 
enforceable.

          *           *            *            *            *           

                                     -17-


<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first set forth above.

GENERAL DYNAMICS INFORMATION SYSTEMS, INC.

By:             
        ------------------------------------
        [Name]

Its:    
        ------------------------------------
        [Title]


CONDUCTUS, INC.

By:               
        ------------------------------------
        

Its:    President & CEO
        ------------------------------------
        [Title]

                                     -18-


<PAGE>

                                  EXHIBIT A
                SCHEDULE FOR DELIVERY OF CONDUCTUS TECHNOLOGY

1           PATENTS

1.1         US Issued Patents

<TABLE>
<CAPTION>
                                                                               Limitations/
            Patent No.       Title                                             Rights of Others 
            ----------       -----                                             ----------------
<S>                          <C>                                               <C>
            5,090,819    Superconducting Bolometer

            5,157,466    Grain Boundary Junctions in HTS Films

            5,207,884    Superconductor Deposition System

            5,219,826    Superconducting Junctions and Method of 
                         Making Same

            5,241,828    Cryogenic Thermoelectric Cooler

            5,280,013    Method of Preparing HTS Films on Opposite 
                         Sides of a Substrate

            5,449,659    Method of Bonding Multilayer Structures of            Maintenance fee
                         Crystalline Materials                                 must be paid by
                                                                               September 12 (no
                                                                               intention of
                                                                               paying)

            5,130,294    High Temperature Superconductor - Calcium             US government
                         Titanate Sapphire Structures                          license

            5,131,282    High Temperature Superconductor -                     US government
                         Strontium Titanate Sapphire Structures                license

            5,233,500    Package for Cascaded Microwave Devices                US government
                                                                               license

            5,651,016    Ultrahigh Speed Laser                                 US government 
                                                                               license

            5,696,392    Improved Barrier Layers for Oxide                     US government
                         Superconductor Devices and Circuits                   license

            5,831,278    Three-Terminal Devices with Wide                      US government
                         Josephson Junctions and asymmetric Control            license
                         Lines
</TABLE>

                                    Exhibit A 1
     

<PAGE>

1.2         Foreign Issued Patents

<TABLE>
<CAPTION>
            Country                                                            Limitations/
            Patent No.       Title                                             Rights of Others 
            ----------       -----                                             ----------------
<S>                          <C>                                               <C>
            KS               Grain Boundary Junctions in HTS Films
            93702809

</TABLE>

2           PATENT APPLICATIONS

2.1         US Pending Applications
            [*]

2.2         Foreign Pending Applications
            [*]


                                    Exhibit A 2












* Confidential treatment requested.

<PAGE>

3           INVENTION DISCLOSURES

            [*]

4           DOCUMENTATION TO BE DELIVERED AT CLOSING

            [*]






                                    Exhibit A 3











* Confidential treatment requested.


<PAGE>

[*]

                                    Exhibit A 4












* Confidential treatment requested.


<PAGE>

[*]

                                    Exhibit A 5












* Confidential treatment requested.

<PAGE>

[*]

                                    Exhibit A 6












* Confidential treatment requested.

<PAGE>

5     Cryogenic LNA Technology

[*]

                                    Exhibit A 7












* Confidential treatment requested.

<PAGE>

[*]

                                    Exhibit A 8












* Confidential treatment requested.


<PAGE>

                                    Exhibit A 9


6           KNOW HOW TO BE COVERED BY TRAINING AT GD' REQUEST

            [*]












* Confidential treatment requested.


<PAGE>

                                    EXHIBIT B
                           NONPROPRIETARY INFORMATION

[*]

                                 Exhibit B 1












* Confidential treatment requested.

<PAGE>

                                    EXHIBIT C
                                  KEY PERSONNEL

[*]

                                 Exhibit C 1












* Confidential treatment requested.


<PAGE>

                                    EXHIBIT D
                               ROYALTY CALCULATION

1           CALCULATION OF ROYALTY BASE

            [*]


                                 Exhibit D 1












* Confidential treatment requested.

<PAGE>


2           ROYALTY

            [*]

                                 Exhibit D 2












* Confidential treatment requested.

<PAGE>

                                    EXHIBIT F
                                STANDARD PRODUCTS

[*]

                                 Exhibit F 1












* Confidential treatment requested.