Agreement - RADIX MARINE INC - 4-9-2004 by RDXM-Agreements


									EXHIBIT 10.1



                  Agreement No. :                    N66604-01-9-126A
                  Requisition No.:                   N66604-2155-02K5

                  Total Estimated Value of this Agreement:           $22,500,000.00
                  Funds Obligated, Government, This Action:          NONE
                  Total Funds Obligated, Government:                 NONE

Authorities: 10 U.S.C. 2371 & Section 845 of Public Law 103-160

This Agreement is entered into between the United States of America, hereinafter referred to as "the
Government," represented by the Naval Undersea Warfare Center, Division Newport (NUWCDIVNPT) and
the "Unmanned Surface Vehicle Consortium," pursuant to and under U.S. Federal law.

         Integrated Maritime Platforms              For the Naval Undersea Warfare Center
         International, Inc. as a member            Division, Newport (NUWCDIVNPT)
         of the Consortium

         ----------------------------------         ---------------------------------------
         (Signature)             (Date)             (Signature)                     (Date)
         Kathleen Bright                            Brett P. Griffin
         President                                  Agreement Officer
                                              TABLE OF CONTENTS

             ARTICLES                                                      PAGE

             ARTICLE   I Scope of the Agreement .......................     4
             ARTICLE   II Term & Termination ..........................     6
             ARTICLE   III Management .................................     7
             ARTICLE   IV Administration ..............................     8
             ARTICLE   V Fiscal Management & Control ..................     9
             ARTICLE   VI Disputes ....................................    11
             ARTICLE   VII Patents ....................................    12
             ARTICLE   VIII Intellectual Property (Other Than Patents).    15
             ARTICLE   IX Subcontracts ................................    16
             ARTICLE   X Property .....................................    16
             ARTICLE   XI Civil Rights Act ............................    18
             ARTICLE   XII Security ...................................    18
             ARTICLE   XIII Disclaimers ...............................    18
             ARTICLE   XIV Warranty ...................................    18
             ARTICLE   XV Publicity & Publication .....................    18
             ARTICLE   XVI Order of Precedence .......................     19
             ARTICLE   XVII Waiver of Rights ..........................    19
             ARTICLE   XVIII Severability .............................    19
             ARTICLE   XIX Entire Agreement, Modification and Execution    19


ATTACHMENT (1)Sample Task Description Document ATTACHMENT (2)Report Requirements
ATTACHMENT (3)Security Specification ATTACHMENT (4) Articles of Collaboration ATTACHMENT (5)
Participative Management Agreement
1. This Agreement is entered into between the United States Government acting through the Naval Undersea
Warfare Center, Division Newport (NUWCDIVNPT ) hereinafter called "NUWCDIVNPT" and/or "the
Government" and the Unmanned Surface Vehicle (USV) Consortium (referred to as the "Consortium"). The
Consortium is comprised of Northrop Grumman Corporation, a corporation organized and existing under the
laws of the State of Delaware (hereinafter called "Northrop Grumman"), Raytheon Company, a corporation
organized and existing under the laws of the State of Delaware, (hereinafter called "Raytheon") and, Integrated
Maritime Platforms (formerly TEAM ONE USA Inc.), a corporation organized and existing under the laws of the
State of Washington (hereinafter called "Integrated Maritime Platforms") herein individually referred to as the
"Consortium Members".

2. Collectively NUWCDIVNPT and the Unmanned Surface Vehicle Consortium will be referred to as the
"Team". The Team consists of the four aforementioned members as depicted in Figure 1. This Team will be
bound by this Other Transaction Agreement.

3. Hereinafter, both NUWCDIVNPT and the Consortium together will be referred to as the "Parties' and
individually as "the Party".

WHEREAS the members of the Team have complementary research and development interests, and

WHEREAS the Team wishes to apply its talents and experiences to bring to application and use by the United
States Department of Defense (D.o.D.) certain maritime Undersea Warfare Combat Vehicles (UWCVs) as
deployable, off-board, organic Undersea Warfare (USW) systems and to explore other related applications for
USVs, and

WHEREAS the UWCV applications are aimed at the United States Navy's requirements for organic Undersea
Warfare missions, and

WHEREAS the Agreement anticipates receiving funding from the United States Government D.o.D. to perform
additional development efforts in accordance with the Purpose of the Agreement,

NOW THEREFORE it is agreed that the Consortium does hereby enter into an Other Transaction Agreement
for research and development of Prototype UWCV's with NUWCDIVNPT (hereinafter called the Agreement)
as authorized under Section 845 of Public Law 103-160 (National Defense Authorization Act for fiscal year
1994, as amended).

A. Purpose

1. The Purpose of this Agreement is to develop a military capability to conduct multiple undersea warfare
missions using USVs with varying levels of manning and autonomy through a multi-phase program named the
Spartan Undersea Warfare Combat Vehicle Program (hereinafter referred to as "the UWCV Program") 2. The
Program for application of UWCVs has these key aspects:

The first aspect is mission modularity: the USV platform shall be a reconfigurable maritime surface craft that can
execute individually selective or multiple naval warfare missions. Through past associations, the Consortium
Members and the Government have performed studies and analyses which show that existing surface craft are
capable of carrying and deploying sensor and weapon payloads that are currently in development or operational
on aircraft and undersea vehicles.

The second aspect is unmanned operations: the Consortium members have shown in past demonstrations and
products that existing manned surface craft can be easily made to operate as unmanned vehicles using non-
developmental technology already fielded for use on unmanned aerial vehicles, other unmanned surface vehicles,
and unmanned undersea vehicles. The USV thereby brings to the United States naval fleet, a capability to
perform missions without putting personnel in harm's way. In addition, the craft can be operated as a manned
vehicle for traditional missions such as troop transport.

The third aspect is organic deployability: the unmanned surface vehicle shall be launched and recovered from
naval fleet mother vessels. The USV shall have minimal impact on its mother naval surface combatant or
amphibious warfare host ship. The USV should, to the maximum extent possible, use existing infrastructure, i.e. it
should be stored and launched with equipment already resident on the host ship; it should be maintained by
personnel already assigned to the mother ship.

The fourth aspect is network centric warfare: the USV shall be utilized as a complementary node in network
centric warfare. The USV is one of several nodes (e.g. UUVs, UAVs, naval warfare ships, aircraft, and fixed
sites) that can be linked in a network to provide the battle force commander an extended tactical picture of the
environment. Therefore, in addition to carrying various sensors and weapons payloads, the USV carries a core
surveillance and communications suite capable of monitoring the tactical environment and communicating with
other nodes or command platforms.

The fifth aspect is the assembly of affordable demonstration USVs that will allow certain high priority naval
warfare missions to be demonstrated in a four year period within this UWCV Program. Specifically, the off-
board organic missions of anti-submarine warfare (ASW) and in-stride mine avoidance (ISMA) are high priority
mission demonstrations for this UWCV Program.
B. Specific Performance Requirements

1. The Consortium and NUWCDIVNPT shall be governed by the terms of this Agreement. Each member of the
Team shall be responsible for its own workshare under the UWCV Program and individual Phases which
collectively make up the UWCV Program. Figure 2 represents this UWCV Program structure. The UWCV
Program is envisioned to cover multiple Phases, each Phase demonstrating an increasing capability applied to a
common core USV. Work under this Agreement will be initiated by the receipt of a funding document from a
sponsor requesting work be performed in a specific area of the UWCV Program. The funding document will be
accompanied by a Task Description Document (TDD) which will provide work specifications, the period of
performance. and budgetary data. A sample TDD is attached to this Agreement as Attachment (1). As the
UWCV Program is multi phased, over the term of the Agreement additional development phases may be added,
and additional TDDs developed as a result. The Team shall perform the research and development prescribed in
the TDD(s), and provide all reports required by Attachment (2), Report Requirements. The "Final Report" shall
be provided to the Government upon the completion of this Agreement, or its termination, whichever event
occurs first.

2. The specific items deliverable to NUWCDIVNPT will be defined in each individual TDD.

3. During the term of the Agreement, the Government and the Consortium, collectively, and the Consortium
Members, individually, agree to make a good faith effort to accomplish the best possible research and
development results in a spirit of cooperation and open communication. The Government and the Consortium will
enter into a separate Participative Management Agreement, to establish a mutually acceptable framework for
achieving these goals.

C. Authorities

1. This Agreement is an "Other Transaction" pursuant to 10 U.S.C. ss. 2371, and
Section 845 of Public Law 103-160, as amended. This Agreement is not a procurement contract, or grant,
cooperative agreement, or other type of agreement for the purpose of the Federal Acquisition Regulation (FAR)
at Subpart 31.205-18. The FAR and the Department of Defense FAR Supplement (DFARS) apply only as
specifically referenced herein. Further, this Agreement is not intended to create, nor shall it be construed as, by
implication or otherwise, a corporation, partnership or other business organization.

D. Workshare Liability

1. The Parties agree that the Consortium, and its individual Members, are bound only to use reasonable good
faith efforts in achieving the goals of this Agreement. The Government acknowledges and agrees that each party
shall be liable only for its own workshare under the UWCV Program. Consortium Members shall not be jointly
and severally liable for the actions, failures to act, breaches of this Agreement, torts or any other liabilities
whatsoever on the part of another Consortium Member. Each Consortium Member shall be responsible only for
that effort assigned by the Program Management Committee (PMC), as defined in Article III A.4, and agreed to
by the Consortium Member in accordance with the individual Statement of Work as and any liability arising out of
the members acts or omissions in connection with its respective assignment.
2. The Government and the Consortium further agree that this Consortium does not constitute a partnership (for
tax or legal purposes) or a joint venture and that none of the Consortium Members is authorized to act as an
agent for any other except as expressly authorized in accordance with the Articles of Collaboration. Each
Consortium Member shall be responsible for payment of any tax which it is required to pay under applicable
federal, state or local statutes or regulations resulting from its performance under this Agreement or any
agreement or agreements contemplated by or resulting from this Agreement. As such, nothing contained in this
Agreement shall be construed as providing for the sharing of profits or losses arising out of the efforts of the
Parties hereunder.

3. All employees of each Consortium Member to this Agreement shall remain the employees of such Party for all
purposes. and each Party shall be responsible for the payment of the wages, salaries and benefits of its
employees and all payroll taxes, contributions, travel expenses and other payments required to be made with
respect thereto.


A. Term

1. This Agreement commences on the date of the last signature hereon and terminates 5 years from that date. If
all funds for a particular phase are consumed prior to the end of such phase, the Team and each individual
Consortium Member has no obligation to continue performance under that phase and may elect to cease said
performance at that point.

B. Termination

1. The Consortium or the Government may terminate this Agreement by a 30 day advance written notice to the
other Party, provided that such written notice is preceded by consultation between the Parties. Additionally, the
Consortium Members reserves the right to terminate their participation in any phase of the Agreement in the event
that an Organizational Conflict of Interest situation arises with a thirty day written notice.

2. Unless disposition instructions are set-forth herein, the Government and the Consortium will negotiate in good
faith a reasonable and timely adjustment of all outstanding issues between the Parties as a consequence of
termination such as, but not limited to, payment for work completed including a proportionate amount of fee, the
cost of settling and paying termination settlement proposals under terminated subcontracts and the reasonable
cost of settlement of the work terminated. The failure of the Parties to achieve such adjustment shall be resolved
in accordance with Article VI, Disputes.
3. In the event this Other Transaction is terminated, obligations of the parties regarding the safeguarding and
handling of and rights in Intellectual Property and Proprietary Information shall survive the termination of the
UWCV Program.


A. Management Responsibilities

1. Figures 1 and 2 herein describe the relationships between the Parties and among the three agreements integral
to the UWCV Program: (1) this Other Transaction Agreement (OTA), (2) Articles of Collaboration (AC)
(Attachment 4) and (3) a Participative Management Agreement (PMA) (Attachment 5).

2. This OTA is an agreement between NUWC and the Consortium. This OTA establishes NUWC Code 31, the
Surface Undersea Warfare Department, as a Technical Performance Member of the Spartan UWCV Team (the

3. The Articles of Collaboration for the Industry Consortium establish a Consortium Management Committee for
the purposes of directing the Consortium (Refer to Fig 1). The AC defines the decision-making procedures of the
Consortium Management Committee. The Consortium shall function pursuant to its AC, which Articles are in the
possession of the Parties to this Agreement. Changes to the AC are the prerogative of the Consortium. The
Consortium shall notify the AO prior to implementing such changes. Any changes in the AC requires that requires
a corresponding change in the OTA, including expressions of the intent of this OTA, or changes that affect the
UWCV Program, requires the advance approval of the Government. The revised AC shall be incorporated into
the Agreement through a modification to the Agreement.

4. The Participative Management Agreement establishes a Program Management Committee (PMC) for the
purposes of managing, controlling, and assessing performance of the Spartan UWCV Team (Refer to Fig 1). The
PMA defines the decision-making procedures of the UWCV Team. The PMC defines phases, assigns effort to
the Technical Performance Members and seeks customers for funding for multiple Phases of the UWCV
Program (Refer to Fig 2). For each Phase, the participating members produce a Phase Management Plan that
describes how the participating members will carry out their respective workshares. Workshares will be derived
from Technical Description Documents (TDDs), which will be incorporated into this OTA when each order is
placed. The TDDs set out the customer's requirements and desired deliverables. The Phase Management Plan(s)
will describe the relationship of TDDs to Work Breakdown Structure(s) (WBS) and Statements of Work
(SOW) for each Technical Performance Member.

5. NUWCDIVNPT Code 31 shall, as a consequence of collaborating with the Consortium in the performance of
research and development under this Agreement, monitor performance under this Agreement for the

The following personnel of the Parties shall serve as points of contact for their respective areas of responsibility in
the execution of the Agreement. These individuals may be changed by their respective Party upon notification to
the other Parties


                                      Technical and Programmatic Matters:
                                Mr. Alan L. Goodman, NUWCDIVNPT, Code 31
                                       Spartan UWCV Program Manager
                                            Phone: (401) 832- 8674

                                       Contractual & Administrative Matters:
                                       Mr. Brett Griffin, Agreements Officer
                                          NUWCDIVNPT Code 5912
                                             Phone: (401) 832-2150

For the Consortium:

                                      Technical and Programmatic Matters:
                                      Michael Armenia, Program Manager
                                  Phone: (401) 842-2079, Fax: (401) 842-5229
                                  E-mail: Michael_Armenia

                                    Contractual & Administrative Matters:

                                   Norbert J. Rattay, Contract Administrator

                                  Phone: (401) 842-3997, Fax: (401) 842-5229

For the Administrative Agreements Officer (AAO a.k.a. ACO or AGO):

Defense Contract Management Command, Syracuse, GSO Philip C. Goettel , Administrative Agreements
Officer Phone: (315) 448-7890, Fax: (315) 448-7921
E-mail: BSA6027@DCRB.DLA.MIL

For the Payment Office:

                            DFAS Columbus Center, DFAS-CO/Bunker Hill Division
                               P.O. Box 182077 Columbus, OH 43218-2077

A. By execution of this Agreement, the Consortium enters into a single "Other Transaction Agreement" with
NUWC pursuant to 10 U.S.C. ss.2371 and under which NUWCDIVNPT's Agreement Officer shall receive
funding from Sponsors and fund the Consortium.

B. The Articles of Collaboration establish the duties of the Consortium Administrator (CA) empowered by the
Consortium to administer the financial aspects of the Undersea Warfare Combat Vehicle Program.

C. Name and Address of Financial Institution:

Integrated Maritime Platforms:

CAGE Code: 1UJ60

Bank of America
1000 Sixth Street
Bremerton, WA 98337
Phone: 1-360-478-7906
FAX: 1-360-478-7914
ABA - 125000024
Acct. - 11214202
Client Manager: Jeffery H. Reynolds (360)415-2535

The above information may be changed by the respective Party upon written notification to the other Party.

D. The CA will report quarterly to the PMC at its quarterly meetings on the finances of the Consortium.
Additionally, the CA shall report monthly to the PMC by written report on the status of finances. E. In addition,
the CA shall prepare all financial reports required by this OTA and submit such reports to NUWCDIVNPT and
the PMC, in accordance with TDD requirements. Each Member shall provide the required financial inputs to
permit the CA to meet the reporting requirements. The financial reporting will not include any Member's
proprietary financial or pricing information.

F. The tasks performed by the CA shall be allowable expenses to the Consortium including but not limited to
financial reporting.

G. All Members of the Consortium, as well as NUWC, shall participate in a cost/schedule management process.
Said process will be defined in the Participative Management Agreement and will be used as a management tool
of the Program Management Committee to plan/monitor workscope budgets and schedules.

H. Other Provisions

1. The Consortium and each individual Consortium Members obligation to perform each Phase of this Agreement
shall be limited by the amount of funds obligated to this Agreement for each such phase and the amounts
allocated to individual Members by the PMC under TDDs and subsidiary WBS items.
2. The NUWC Technical Code(s) obligation to perform each Phase of this Agreement shall be limited by the
amount of funds obligated to this Agreement for each such Phase and the amount allocated by the PMC under
TDDs and subsidiary WBS items.

I. Funding and Payment

1. Funding will be obligated against the OTA when TDDs are issued hereunder.

2. The Consortium will be reimbursed for actual costs and applicable fee in accordance with TDD(s).

3. Consortium Members may not bill more often than once a month for costs incurred in the performance of this
Agreement. The original invoice will be submitted to the Agreements Officer identified at Article IV. The
Agreements Officer will then transmit the signed invoice to the DCM address at Article IV and the Payment
Office address at the Funding and Payment Article. A signed copy will also be mailed to the Consortium
Members. Each invoice will clearly identify the total costs for all effort currently being invoiced.

4. The Government shall make payment to the Consortium Members when requested as work progresses, in
amounts determined to be allowable in accordance with the provisions of this Agreement.

J. The Consortium Members shall maintain adequate records to account for all funding under this Agreement. The
Consortium Members' relevant financial records are subject to examination or audit by the Government for a
period not to exceed three (3) years after expiration of the period of performance of this Agreement. The
Government shall have direct access to sufficient records and information of the Consortium Member, to ensure
full accountability for all funding under this Agreement. The Government's audit/examination shall be limited to
verifying that the Consortium Members incurred costs are in accordance with Generally Accepted Accounting
Principles (GAAP). Such audits, examination, or access shall be performed during business hours on business
days upon prior written notice with mutually agreed to date and shall be subject to the business confidentiality
requirements of the audited party.


A. Resolution procedure for disputes between the Consortium and the NUWC Agreements Officer

1. The Consortium shall submit disputes, claims or controversies (hereinafter "claim" or "claims") arising out of this
Agreement to the Agreements Officer. Claims shall specify the nature and basis for the relief requested, and shall
include all data and relevant facts in support of the claim. Within 10 working days after receipt of this notice by
the Agreements Officer, an executive of one of the Consortium Members appointed by the Consortium to
represent it and the Agreements Officer shall meet to attempt to resolve the matter by mutual agreement. If the
matter cannot be resolved by mutual agreement within 15 working days after receipt of a written request, the
Agreements Officer shall, within 45 days after receipt of such written claim or request, proceed as follows:
a. Prepare a written decision, which shall include the basis for the decision, the relevant facts on which the
decision is based, or

b. Notify the Member of a date when a written decision will be rendered not to exceed an additional 15 days.
The notice shall address why additional time is needed and what, if any, additional information is required from
the Member to adjudicate the claim.

2. The Agreement Officer's decision is final, unless:

a. Appealed to the Director of NUWC, Office of Management Operations, by giving written notice to the
Director of NUWC, Office of Management Operations and to the Agreements Officer within 90 calendar days
of receiving the decision of the Agreements Officer, or

b. Suit is filed in the United States Court of Federal Claims within 6 months of receiving the decision of the
Agreements Officer, provided, however, that written notice of the intention to file said suit is given to the Director
of NUWC, Office of Management Operations, within 90 calendar days of receiving the decision of the
Agreements Officer.

3. In the event of an appeal filed with the Director of NUWC, Office of Management Operations, the parties
shall endeavor to agree upon an Alternate Dispute Resolution (ADR) technique (such as discussions, mediation,
or mini-trial) appropriate to resolve any dispute, and they shall use ADR procedures "to the maximum extent
practicable". If the parties are not able to agree upon an ADR technique, or if they are not able to resolve the
dispute despite their participation in an ADR proceeding, the Director of NUWC, Office of Management
Operations, shall decide the appeal.

4. If the Director of NUWC, Office of Management Operations, shall decide the appeal, said decision shall be

B. Limitation of Damages

1. Claims for damages, by either party, of any nature whatsoever pursued under this Agreement, or any way
related to this Agreement, shall be limited to direct damages only, up to the aggregate amount of NUWC funding
disbursed for the Phase under which the claim arose.

2. In no event shall either Party be liable for claims for consequential, punitive, special and incidental damages,
claims for lost profits or for attorney's fees, loss of use, rising out of or associated with the performance of this

A. As used herein, "Invention" means any invention or discovery, which is or may be patentable or otherwise
protectable under Title 35 of the United States Code.

1. Any Invention that is first conceived by employees or agents of any Consortium Member in connection with
the performance of this Agreement and funded by the Government shall, unless expressly provided otherwise in
any such subsequent contract, be and remain the property of the Consortium Member whose employees or
agents developed same and is hereinafter referred to as a 'Subject Invention'. All employees of each Consortium
Member to this Agreement shall remain the employees of such Consortium Member for all purposes.

2. Unless the Consortium Member shall have notified NUWCDIVNPT that the Consortium Member does not
intend to retain title, the Consortium Member shall retain the entire right, title, and interest throughout the world to
each Subject Invention consistent with the provisions of this Article and 35 U.S.C. ss. 202. With respect to any
Subject Invention in which the Consortium Member retains title, the Government shall have a nonexclusive,
nontransferable, irrevocable, paid-up license to practice, or have practiced on behalf of the Government, but not
for any commercial purpose, the Subject Invention throughout the world.

3. The Consortium Member shall disclose each Subject Invention within six (6) months after the inventor
discloses it in writing to his company personnel responsible for patent matters. The disclosure to
NUWCDIVNPT shall be in the form of a written report, and shall identify the Agreement under which the
invention was made and the identity of the inventor(s). It shall be sufficiently complete in technical detail to convey
a clear understanding to the extent known at the time of the disclosure, of the nature, purpose, operation, and the
physical, chemical, biological, or electrical characteristics of the invention. The disclosure shall also identify any
publication, sale, or public use of the invention. If the invention has not been published, the invention disclosure
shall describe if and when the invention is intended (at the time of disclosure) to be published.

4. If the Consortium Member determines that it does not intend to retain title to any such invention, the
Consortium Member shall notify NUWCDIVNPT, in writing, within one (1) year of disclosure to
NUWCDIVNPT. However, in any case where publication, sale, or public use has initiated the one (1)-year
statutory period wherein valid patent protection can still be obtained in the United States, the period for such
notice may be shortened by NUWCDIVNPT to a date that is no more than sixty (60) calendar days prior to the
end of the statutory period.

5. The Consortium Member shall file its initial patent application on a Subject Invention to which it elects to retain
title within two (2) years after election of title or, if earlier, prior to the end of the statutory period wherein valid
patent protection can be obtained in the United States after a publication, or sale, or public use. The Consortium
Member may elect to file patent applications in additional countries (including the European Patent Office and the
Patent Cooperation Treaty) within either ten (10) months of the corresponding initial patent application or six (6)
months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent
applications, where such filing has been prohibited by a Secrecy Order.
6. Requests for extension of the time for disclosure election and filing may, at the discretion of NUWCDIVNPT,
and after considering the position of the Consortium Member, be granted.

7. Upon NUWC's written request, the Consortium Member shall convey title to any Subject Invention to
NUWC under any of the following conditions:

a. If the Consortium Member fails to disclose or elects not to retain title to the Subject Invention within the times
specified in this Article; provided, that the Government may only request title within ninety (90) calendar days
after learning of the failure of the Consortium Member to disclose or elect within the specified times.

b. In those countries in which the Consortium Member fails to file patent applications within the times specified in
this Article; provided, that if the Consortium Member has filed a patent application in a country after the times
specified in this Article, but prior to its receipt of the written request by NUWCDIVNPT the Consortium
Member shall continue to retain title in that country; or

c. In any country in which the Consortium Member decides not to continue the prosecution of any application for,
to pay the maintenance fees on, or defend in reexamination or opposition proceedings on, a patent on a Subject

8. The Consortium Member shall retain a nonexclusive, royalty-free license throughout the world in each Subject
Invention to which the Government obtains title. The license extends to all subsidiaries and affiliates, if any, within
the corporate structure of the Consortium Member, and includes the right to grant licenses of the same scope to
the extent that the Consortium Member was legally obligated to do so at the time the Agreement was awarded
and to its customers and subcontractors. The license is transferable only with the approval of NUWCDIVNPT,
except when transferred to the successor of that part of the business to which the invention pertains.
NUWCDIVNPT approval for license transfer shall not be unreasonably withheld.

9. The Consortium Member's domestic license may be revoked or modified by NUWCDIVNPT to the extent
necessary to achieve expeditious, practical application of the Subject Invention pursuant to an application for an
exclusive license submitted consistent with appropriate provisions at 37 CFR Part 404. This license shall not be
revoked in that field of use or the geographical areas in which the Consortium Member has achieved practical
application and continues to make the benefits of the invention reasonably accessible to the public. The license in
any foreign country may be revoked or modified at the discretion of NUWCDIVNPT to the extent that the
Consortium Member, its licensees, or the subsidiaries or affiliates have failed to achieve practical application in
that foreign country.

10. Before revocation or modification of the license, NUWCDIVNPT shall furnish the Consortium Member a
written notice of its intention to revoke or modify the license, and the Consortium Member shall be allowed thirty
(30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show
cause why the license should not be revoked or modified.
11. The Consortium Member agrees to execute or to have executed and promptly deliver to NUWCDIVNPT all
instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those
Subject Inventions to which the Consortium Member elects to retain title, and (ii) convey title to the Consortium
Member when requested under this Article and to enable the Government to obtain patent protection throughout
the world in that Subject Invention.

12. The Consortium Member agrees to require, by written agreement, its employees, other than clerical and non-
technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of
patent matters each Subject Invention made under this Agreement in order that the Consortium Member can
comply with the disclosure provisions of this Article. The Consortium Member shall instruct employees, through
employee agreements or other suitable educational programs, on the importance of reporting inventions in
sufficient time to permit the filing of patent applications prior to U. S. or foreign statutory bars.

13. The Consortium Member shall notify NUWCDIVNPT of any decisions not to continue the prosecution of a
patent application, pay maintenance fees, or defend in a reexamination or opposition proceedings on a patent, in
any country, not less than thirty (30) calendar days before the expiration of the response period required by the
relevant patent office.

14. The Consortium Member shall include, within the specification of any United States patent application and
any patent issuing thereon covering a Subject Invention, the following statement: "This invention was made with
Government support under Agreement No. N66604-01-9-1264. The Government has certain rights in this

15. The Consortium Member shall include this Article, suitably modified, to identify the subcontractor, in all
subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

16. Upon request, the Consortium Member agrees to submit, during the term of the Agreement, an annual report
on the utilization of a Subject Invention or on efforts at obtaining such utilization that are being made by the
Consortium Member or licensees or assignees. Such reports shall include information regarding the status of
development, date of first commercial sale or use, and such other data and information as the agency may
reasonably specify. The Consortium Member also agrees to provide additional reports as may be requested by
NUWCDIVNPT in connection with any march-in proceedings undertaken by NUWCDIVNPT in accordance
with this Article. Consistent with 35 U.S.C. ss.
202(c)(5), NUWCDIVNPT agrees it shall not disclose such information to persons outside the Government
without permission of the Consortium Member.
17. Notwithstanding any other provision of this clause, the Consortium Member agrees that it shall not grant to
any person the exclusive right to use or sell any Subject Invention in the United States unless such person agrees
that any product embodying the Subject Invention or produced through the use of the Subject Invention shall be
manufactured substantially in the United States. However, in individual cases, the requirements for such an
agreement may be waived by NUWCDIVNPT upon a showing by the Consortium Member that reasonable but
unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely
to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not
commercially feasible.

B. No Consortium Member makes any representation, warranty, indemnification or inducement with respect to
the infringement of intellectual property rights of third parties.


A. This Article concerns rights in Intellectual Property by and between the Government and the Consortium.
Rights in Intellectual Property by and among members of the Consortium are addressed in the Consortium's
Articles of Collaboration.

B. As used herein "Proprietary Information" sha1l mean technical information (including data, know-how, trade
secrets and unpatented inventions) and commercial or business information which is treated as proprietary or
privileged by the disclosing Consortium Member, which is disclosed to the NUWCDIVNPT hereto in connection
with this Agreement, and which is not otherwise publicly available.

C. Any Proprietary Information that is owned or controlled by any Consortium Member prior to the date of this
Agreement, or which is acquired or developed by a Consortium Member independently of its performance of this
Agreement or other government contract shall at all times continue to be owned or controlled by said Consortium
Member and is hereinafter referred to as "Background Proprietary Information". The government shall receive no
rights in Background Proprietary Information. Any Proprietary Information that is first conceived by employees
or agents of any Consortium Member in connection with the performance of this Agreement, unless expressly
provided otherwise in any such subsequent contract, will be and remain the property of the Consortium Member
whose employees or agents developed same and is hereinafter referred to as "Foreground Proprietary
Information". The Government shall receive Limited Rights (meaning the rights to use, modify, reproduce, release,
perform, display, or disclose Proprietary Information, in whole or in part, within the Government) in all
Foreground Proprietary Information delivered to the Government under this Agreement. The Government may
not, without the written permission of the Consortium Member asserting Limited Rights, release or disclose the
Proprietary Information outside the Government, use the Proprietary Information to manufacture, or authorize the
Proprietary Information to be used by another non-Government party.

D. Any Data delivered to the Government under this Agreement shall be marked with the following legend:
"Use, duplication, or disclosure is subject to the restrictions set forth in Agreement No. N66604-01-9-1264
between NUWCDIVNPT and the Unmanned Surface Vehicles Consortium."


The Consortium is authorized to use commercial practices under this Agreement. This authorization includes, but
is not limited to, waiver from competitive bidding where the Consortium deems that it is appropriate and relief
from normal flow-down requirements to subcontractors, if any, under the UWCV Program.


A. Definitions

1. "Property" means any tangible personal property other than property actually consumed during the execution
of work under this Agreement.

B. Title to Property

1. The Government shall retain title to all property purchased with 100% Government Funds under this
Agreement. Should any item of property with an acquisition value greater than $100,000 be required, the
Consortium shall obtain prior written approval of the Agreements Officer. Each Technical Performance Member
(TPM) shall be responsible for protection, and preservation of Program property at its own expense when such
property is in the custody or on the premises of the TPM. The Team shall be responsible for the maintenance and
repair of Program Property and this will be an allowable billable expense under this Agreement. Each Technical
Performance Member shall establish and maintain a program for the use, maintenance, repair, protection and
preservation of Government property in accordance with sound business practices. Title to Property acquired
with more than one Consortium member's funds for the performance of this Agreement will be as determined by
mutual agreement, as evidenced in writing, through the Consortium Management Committee prior to the
acquisition thereof. Title to Property acquired with one or more Consortium member's funds and Government
funds will be as determined by mutual agreement of the Program Management Committee prior to the acquisition
of such property. Such mutual agreement will be evidenced in a writing signed by the members of the Program
Management Committee. Any property purchased by any Consortium Member with its own funds and used in
the performance of this Agreement will remain with such Consortium Member.

C. Disposition of Property

1. At the completion of the term of this Agreement, items of property titled to the Government shall be disposed
of in the following manner:
a. Purchased by the Consortium at an agreed-upon price, the price to represent fair market value, with the
proceeds of the sale being returned to NUWC; or

b. Transferred to a Government research facility with title and ownership being transferred to that Government
organization; or

c. Donated to a University or technical learning center for research purposes; or

d. Any other mutually agreeable disposition procedure.

D. Damage or Loss of Government Property

1. In recognition of the experimental and developmental nature of this effort, the Government and the Consortium
hereby agree that, notwithstanding any other provision of this Agreement to the contrary, the Consortium and the
Consortium Members individually, shall not be liable for loss or destruction of, or damage to the property of the
Government, including any prototypes delivered under this Agreement, or for expenses incidental to such loss,
destruction or damage, except where such loss or destruction of the Government property provided or acquired
under this Agreement :

a. Results from a risk expressly required to be insured under this Agreement, but only to the extent of the
insurance required to be purchased or maintained;

b. That results from a risk that is in fact covered by insurance or for which the Member is otherwise reimbursed,
but only to the extent of such insurance or reimbursement;

c. That occurs during the performance of any tests or demonstrations required under any TDD of this Agreement
or which occurs after Government acceptance of any prototypes or equipment delivered under this contract and
results from any defects or deficiencies in the prototypes or equipment or in the services performed by the
Consortium, as long as those defects do not result from the willful or negligent misconduct of any of the
Consortium Members' managerial personnel who have supervision or direction of all or substantially all of the
Consortium Members' business.

d. That results from willful misconduct or lack of good faith on the part of Member's managerial personnel; or

e. That results from a failure on the part of a Member, due to willful misconduct or lack of good faith on the part
of the Member's managerial personnel to establish and administer a program or system for the control, use,
protection, preservation or maintenance of Government property.


This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C.
2000-d) relating to nondiscrimination in federal programs.

This research and development shall be provided protection as required by the appropriate security requirements
stated in the DD Form 254, attached hereto as Attachment (2). The highest level of classification involved in the
performance of this Agreement is expected to be SECRET. The highest security classification of any item
deliverable under this Agreement is expected to be SECRET. This Agreement document, itself, is unclassified.


Such information as may be transmitted or exchanged by the Parties under this Agreement shall not constitute any
representation, warranty, assurance, guarantee, or inducement by any Party to the other with respect to the
infringement of any patent or proprietary right owned or controlled by a third party.


No warranty of any kind whatsoever is offered or made, either expressed or implied, by virtue of this Agreement.


Any data release, news release, public announcement, advertisement, publication or publicity, released by either
Party to this Agreement that concerns this Agreement, shall be subject to prior approval of the other Party. Any
such publicity shall give due credit to the contributions of each Party. The Parties agree to provide each other
with an advanced copy of any manuscript to be released in any publication or symposium presentation when the
manuscript utilizes data derived from this Agreement. The copy shall be sent sufficiently in advance to afford the
other Party time to review the manuscript and provide its concurrence before the manuscript is published or
presented at a symposium. This Article shall not proscribe NUWCDIVNPT from satisfying either statutory
obligations, or Department of Defense administrative requirements that concern public affairs releases.


In the event of any inconsistency between the terms of this Agreement and language set forth in the Task
Description Document or any other attachments to this Agreement, the inconsistency shall be resolved by giving
precedence in the following order: (1) The Agreement, (2) the Task Description Document(s) and (3) all other
Attachments to the Agreement.

Any waiver of any requirement contained in this Agreement shall be by mutual agreement of the Parties. Any
waiver shall be reduced to writing and a copy of the waiver shall be provided to each Party. Failure to insist upon
performance of any of the terms and conditions of the Agreement shall not be deemed a waiver of any rights by
any Party.


If any clause, provision or section of this Agreement is held to be illegal or invalid by any court, the invalidity of
such clause, provision or section shall not affect any of the remaining clauses, provisions or sections hereof and
this Agreement shall be construed and enforced as if such illegal or invalid clause, provision or section had not
been contained herein.


A. This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect
to the subject matter hereof.

B. This Agreement may be changed, modified, or otherwise revised only by the consent of the Government and
the Consortium, and such consent shall be evidenced by a written bilateral modification to this Agreement. Minor
administrative changes, such as changes in the paying office, may be made to this Agreement unilaterally by the

C. This Agreement, or modifications thereto, may be executed in counterparts each of which shall be deemed as
original, but all of which taken together shall constitute one and the same instrument.
                                          ATTACHMENT (1)
                               SAMPLE TASK DESCRIPTION DOCUMENT
                                 FY01 SPARTAN UWCV DEVELOPMENT
                                TASK DESCRIPTION DOCUMENT (TDD)

The Consortium in Phase 1 of the Prototype Project, will examine the 7-m Navy Standard rigid-hull inflatable
boat (RHIB) as a potential ASW and In Stride Mine Avoidance asset, and report on the same. The details of
performance under this Task Description Document shall be as agreed to by the Parties through the PMC. The
final version of the TDD shall be incorporated into this Agreement by a modification thereto.

                                               ATTACHMENT (2)

                                         REPORT REQUIREMENTS

With the exception of the Final Report, all reports listed below shall be provided as follows: two (2) copies shall
be provided to the NUWC Code 31; and one (1) copy shall be provided to the NUWC Agreements Officer.
For the purpose of this Attachment, a "plan" is a report.


Beginning forty-five (45) calendar days after the effective date of this Agreement, and quarterly thereafter at
quarterly PMC meetings throughout the term of the Agreement, the Consortium shall provide a status report
consisting of two (2) major sections.

1. Technical Status: This section shall detail the Team's technical progress to date and report all problems,
technical issues, or major developments, and external collaborations during the reporting period. The
Consortium's form/format is acceptable.

2. Business Status: This section shall detail the status of resources relative to the Team's expenditure profiles. Any
major deviations ( plus or minus 10% of cost/schedule Management profiles contained in the Phase Management
Plan(s)) shall be explained along with proposed adjustment actions. The Consortium's form/format is acceptable.

As specified in the TDD's between the Consortium and NUWC Code 31, the Consortium shall, from time to
time, provide to NUWC Code 31 selected special reports on significant events or subjects.


1. The Consortium shall provide a Final Report of all major developments by the Consortium within sixty (60)
calendar days after the termination of this Agreement.

2. The Final Report shall be marked with a Distribution Statement to denote the extent of its availability for
distribution, release, and disclosure without additional approvals or authorizations. The Final Report shall be
marked on the front page in a conspicuous place with the following marking:

"DISTRIBUTION STATEMENT B. Distribution authorized to U.S. Government agencies, only. Other requests
for this document shall be referred to NUWC, ATTN: Technical Information Officer."

                                              ATTACHMENT (3)

                                        SECURITY SPECIFICATION
            ATTACHMENT (4)

                FOR THE

          ATTACHMENT (5)


                                     CO-MARKETING AGREEMENT

This Co-Marketing Agreement ("Agreement") is entered into as of the 21st day of August 2003 between and
Radix Marine, a Nevada Corporation with its principal place of business at 9119 Ridgetop Blvd., Suite 260,
Silverdale, Washington, 98383 (the "Company") and Norsco Marine, a State of Washington Corporation, with
its principal place of business in Kingston, Washington ("Company") ("Co-Marketer").

General Information

The Company and the Co-Marketer desire to work cooperatively to realize the opportunities that exist in the
Territory (defined below) for the Products (defined below); and,

the Company and the Co-Marketer desire to co-market the Products to potential customers within the defined

In consideration for the mutual promises, covenants, and Agreements made below, the parties, intending to be
legally bound, agree as follows:

1. Definitions

For purposes of this Agreement, the following terms will have the indicated definitions:

"Agreement." This Agreement is by and between the Company and the Co-Marketer.

"Products." Includes only those products listed on Exhibit A. The Company may, at its option, modify the
products listed on Exhibit A from time to time by providing written notice to the Co-Marketer not less than thirty
(30) days prior to any such change.

"Territory." The geographical territory covered by this Agreement is the Asia Pacific Region (Specify Territory).

"Term." The duration of this Agreement as provided in Section 2.

"Information." Any documentation, customer information or other information disclosed by the party to the other
that the disclosing party considers proprietary. Such information may include, but is not limited to, engineering,
hardware, software, or other information that is not generally known relating to the Products, and other
information concerning financial, accounting or marketing reports, analysis, forecasts, predictions or projections
relating to the Products and / or to the business of either the Company or the Co-Marketer.
2. Term and Termination

2.1 Term. The initial term of this Agreement shall be for two years commencing on the date first set forth above.
Thereafter, renewal of the term of this Agreement will be automatic unless written notice of the termination is
received by either party at least thirty 30 days prior to expiration. This Agreement shall continue in effect as set
forth herein unless otherwise modified or terminated.

2.2 Termination. Either party may terminate this Agreement with or without cause upon thirty (30) days prior
written notice without liability of any kind to the other party.

3. Co-Marketing Agreement

3.1 Joint Cooperation. The Company and the Co-Marketer shall cooperate in the areas of marketing, promotion,
training and sales as follows:

3.2 Marketing. The Company and the Co-Marketer shall work cooperatively within the Territory to assess viable
market segments, applications, and potential customers for marine craft needs, including planning to meet future
market needs.

3.3 Promotion. The Company and the Co-Marketer shall plan and undertake joint seminars, open houses, public
relations events, press releases, testimonials, demonstrations, and joint participation in trade shows, conventions
and conferences, when appropriate. The content of all promotional materials / activities shall be subject to the
advance written approval of both parties.

3.4 Training. As part of the sales and marketing effort established in this Agreement, both the Company and the
Co-Marketer shall provide training and information to each party's assigned work force to provide an
understanding of its services / products, applications, organization, and procedures that are relevant. The
Management of each party shall each have the sole discretion to determine the numbers, levels and skills of its
personnel assigned to the Co-Marketing program described in this Agreement, and the types of support
resources it shall make available. Expenses for this program will be borne by the party incurring the expense
unless otherwise agreed.

3.4 Referrals and Presentations. The Company and the Co-Marketer shall engage in the exchange of customer
leads, joint demonstrations and joint customer visits, presentations, and proposals, when appropriate.
4. Company responsibilities

4.1 Products. The Company shall sell or lease the Products to the customers pursuant to orders placed with the
Company pursuant to the Co-Marketing efforts of the parties under this Agreement in accordance with the
Company's standard documentation applicable to such a transaction, or any special contracts agreed to by both
parties in advance;

4.2 Information. The Company shall provide reasonable information and backup as agreed to by the Company
and the Co-Marketer in support of the customer proposals, trials, pilot programs inquiries and service requests;

4.3 Install and Maintain Products. The Company shall provide delivery and training for Products sold or rented
as a result of the Co-Marketer's activities under this Agreement at the Company's standard prices, if requested
by the Co-Marketer;

4.4 Demo Equipment. The Company shall provide the Products on a purchase or lease basis to be used in
customer demonstrations and pilot programs as part of the marketing / sales process;

4.5 Training. The Company shall provide reasonable technical training on the Products to the Co-Marketer's
employees working with the Company at the Company's facility at mutually agreed upon prices;

4.6 Collateral Materials. The Company shall provide reasonable quantities of collateral materials as identified and
agreed to by the Company and the Co-Marketer in writing, in advance in support of the sales / marketing

5. Co-Marketer's Responsibilities

5.1 Support Obligation. The Co-Marketer shall train, deploy and otherwise maintain a sales, engineering,
fabrication and maintenance group for marine craft products and services covered under this Agreement as
appropriate to respond to the Co-Marketer's customers requirements.

5.2 Market Services. The Co-Marketer shall market the products listed in Exhibit A to meet the Co-Marketer's
customers' marine craft requirements.

6. Non-Disclosure of Proprietary Information

6.1 Proprietary. Each party to this Agreement may find it beneficial to disclose to the other party certain
information. The parties understand and agree that information disclosed pursuant to this Agreement shall be
considered proprietary because (1) it has been developed internally by the disclosing party, or (2) it has been
received by the disclosing party subject to a continuing obligation to a third party to maintain the confidentiality of
the information. Information disclosed pursuant to this Agreement that either party considers proprietary and that
is provided in tangible form shall be marked confidential, proprietary or private. If such information is orally
disclosed, it shall be identified by the disclosing party as being proprietary to that party in a writing sent to the
receiving party no more than five (5) days after disclosure.
6.2 Confidentiality. With respect to such information, the party to whom the information is disclosed and its
employees, consultants and other agents shall:
(1) hold the information in confidence and protect it in accordance with the security measures with which it
protects its own proprietary or confidential information, which it does not wish to disclose; (2) restrict disclosure
of the information solely to those employees, consultants and other agents with a need to know, and not disclose
such information to any other persons; (3) advise its employees, consultants and other agents with access to the
information of their obligations with respect to the information; and (4) use the information only in connection with
the terms of this Agreement, except as may otherwise be agreed to by the parties in writing.

6.3 Non-Proprietary Information. The party to whom information is disclosed shall have no obligation to treat as
proprietary any information that: (1) was previously known to the receiving party free of any confidentiality
(2) is disclosed to third parties by the disclosing party without restriction;
(3) is or becomes publicly available other than by the receiving party's breach of its obligations; or (4) is
independently developed by the receiving party.

6.4 Disclosure of Information. In the event a party to whom information has been disclosed proposes to disclose
that information to an outside consultant or agent, it shall obtain the consent of the party from whom the
information was originally received and arrange for the execution by the consultant or agent of a nondisclosure
Agreement which has been approved by the party from whom the information was originally received. Such
approval shall not be unreasonably withheld.

6.5 Return of Information. The information shall be deemed the property of the disclosing party and, upon
request, the other party will return all information that is in tangible form to the disclosing party or destroy all such

6.6 Disclosure to Affiliates. Except as specifically provided in this Agreement, the parties agree not to provide
information to any of their affiliated companies, without the prior written consent of the party disclosing the

7. General Provisions

7.1 Severability. If any provision of this Agreement is found invalid or unenforceable under judicial decree or
decision, the remainder shall remain valid and enforceable according to its terms. Without limiting the previous, it
is expressly understood and agreed that each and every provision of this Agreement that provides for a limitation
of liability, disclaimer of warranties, or exclusion of damages is intended by the parties to be severable and
independent of any other provision and to be enforced as such. Further, it is expressly understood and agreed
that if any remedy under this Agreement is determined to have failed of its essential purpose, all other limitations
of liability and exclusion of damages set forth in this section shall remain in full force and effect.
7.2 Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and
shall be delivered or mailed certified return receipt requested to the respective parties at the addresses set forth
above or at such other address as such party shall specify to the other party in writing. Any notice required or
permitted to be given by the provisions of this Agreement shall be conclusively deemed to have been received on
the day it is delivered to that party by U.S. Mail with Acknowledgment of Receipt or by any commercial courier
providing equivalent acknowledgment of receipt.

7.3 Other Agreements. The parties each may enter into Agreements similar to this Agreement with other parties.
Nothing in this Agreement shall be construed to preclude the Company from selling or otherwise marketing any of
its or another party's products or services directly or indirectly to any other customer, or through other
distribution channels, either inside or outside the Territory.

7.4 Trademarks and Trade Names. Neither party shall use the name of the other party in any news release,
public announcement, advertisement or other form of publicity without the prior written consent of the other
party. The Company is hereby granted permission to use the Co-Marketer's name in the Company's promotional
materials for the sole purpose of identifying the Co-Marketer as a customer of the Company. The Co-Marketer
is hereby granted permission to use during the term of this Agreement the trademarks and trade names used by
the Company in connection with the Products and services covered by this Agreement. Such permission is
expressly limited to uses by the Co-Marketer necessary to the performance of the Co-Marketer's obligations
under this Agreement. The Co-Marketer hereby acknowledges the Company's exclusive ownership of such
marks and names and that the Company's marks and names are renowned both worldwide and specifically in the
Territory. The Co-Marketer agrees not to take any action inconsistent with such ownership and further agrees to
take any action, including without limitation the conduct of legal proceedings at the Company's expense, which
the Company reasonably deems necessary to establish and preserve the Company's exclusive rights in and to its
trademarks and trade names. Reproductions of the Company's trademarks, logos, symbols, etc., shall be true
photographic reproductions.

7.5 Labels. The Co-Marketer will not remove, make or permit any alterations in any labels or other identifying
markings placed by the Company on any of its Products covered by this Agreement.

7.6 No Rights. No rights to manufacture are granted by the Company to the Co-Marketer under this Agreement.
Moreover, no licenses are granted or implied by this Agreement under any patents owned or controlled by the
Company or under which the Company has rights, except the right to co-market the Products and services
covered by this Agreement during the term and as contemplated herein.
7.7 Modifications in Products. The Company reserves the right to make design modifications in any of the
Products covered by this Agreement at any time, but shall not be obligated to implement such modifications in the
Products that have previously been delivered to any of its or the Co-Marketer's customers.

7.8 Waiver, Amendment, Modification. No waiver, amendment or modification, including those by custom, usage
of trade, or course of dealing, of any provision of this Agreement will be effective unless in writing and signed by
the party against whom such waiver, amendment or modification is sought to be enforced. No waiver by any
party of any default in performance by the other party under this Agreement or of any breach or series of
breaches by the other party of any of the terms or conditions of this Agreement shall constitute a waiver of any
subsequent default in performance under this Agreement or any subsequent breach of any terms or conditions of
that Agreement. Performance of any obligation required of a party under this Agreement may be waived only by
a written waiver signed by a duly authorized officer of the other party, that waiver shall be effective only with
respect to the specific obligation described in that waiver.

7.9 No Warranties. The Co-Marketer hereby acknowledges that it has not entered into this Agreement in
reliance upon any warranty or representation by any person or entity.

7.10 Entire Agreement. The parties acknowledge that this Agreement expresses their entire understanding and
Agreement, and that there have been no warranties, representations, covenants or understandings made by either
party to the other except expressly set forth in this section. The parties further acknowledge that this Agreement
supersedes, terminates and otherwise renders null and void any and all prior Agreements or contracts, whether
written or oral, entered into between the Company and the Co-Marketer with respect to the matters expressly
set forth in this Agreement.

7.11 Attorney Fees. If either party is required to retain the services of any attorney to enforce or otherwise
litigate or defend any matter or claim arising out of or in connection with this Agreement, then the prevailing party
shall be entitled to recover from the other party, in addition to any other relief awarded or granted, its reasonable
costs and expenses (including attorney fees) incurred in the proceeding.

7.12 Assignment. [x] (Either party may assign this Agreement to an entity which acquires, directly or indirectly,
substantially all of its assets or merges with it.) Except as set forth in this section, neither this Agreement nor any
rights under this Agreement, in whole or in part, shall be assignable or otherwise transferable by either party
without the express written consent of the other party. Any attempt by either party to assign any of its rights or
delegate any of its duties under this Agreement without the prior written consent of the other party shall be null
and void. Subject to the above, this Agreement shall be binding upon and take effect for the benefit of the
successors and assigns of the parties to this Agreement.
7.13 No Joint Venture. This Agreement is not intended to create, nor shall it be construed as, a joint venture,
association, partnership, franchise or other form of business or relationship. Neither party shall have nor hold itself
out as having any right or power or authority to assume, create, or incur any expense, liability or obligation,
expressed or implied, on behalf of the other party, except as expressly provided herein.

7.14 Governing Law. This Agreement shall be governed by the laws of the State of Washington applicable to
Agreements made and fully performed in the State of Washington by State of Washington residents.

7.15 Limitation of Liability. Neither the Company nor the Co-Marketer shall be liable to each other or any third
party claiming under them for incidental, special, consequential, or other damages, including but not limited to lost
profits arising from an alleged breach or actual breach of this Agreement.

7.16 Survival. The obligations of the parties relative to the protection, disclosure, and return and / or destruction
of proprietary information, as defined in Section 7.12 of this Agreement, shall survive and continue beyond the
expiration of this Agreement for a period of ten (10) years.

We have carefully reviewed this contract and agree to and accept its terms and conditions. We are executing this
Agreement as of the day and year first written above.

                 Radix Marine, Inc.                               Norsco Marine, Inc.

                 By: ___________________________                  By: _______________________

                 Kathleen Bright                                  Name: _____________________

                 President                                        Title: ______________________

                 Date: __________________________                 Date: ______________________
        Exhibit A

Description of the Products

                                         Master Marketing Agreement

This Master Marketing Agreement ("Agreement"), is entered into as of the later of the dates set forth at the end
of this Agreement (the "Effective Date"), by and between Integrated Maritime Platforms International, Inc. a
corporation duly organized under the laws of the State of Washington and having its principal place of business at
9119 Ridgetop Blvd, Silverdale, WA 98110 ("IMPI"), and Science Applications International Corporation, a
corporation duly organized under the laws of Delaware and having its principal place of business at 10260
Campus Point Drive, San Diego, California 92121 ("SAIC"). IMPI and SAIC may hereinafter be referred to
individually as a "Party" or collectively as the "Parties".

WHEREAS, SAIC is recognized as being a leader in the telecommunications and systems integration field with
technologies and expertise that includes, but is not limited to, systems design and engineering, database
architecture, software development, and large project management.

WHEREAS, IMPI is in the business of providing high speed multi-mission marine vessels,

WHEREAS, IMPI and SAIC mutually desire to establish a marketing relationship with each other, to further
both their businesses.

NOW THEREFORE, in consideration of the mutual terms and conditions set forth herein, the Parties hereby
agree as follows:

1. Scope of the Agreement. This Agreement is a master agreement that commits the Parties to work together for
their mutual benefit to identify and advise each other as to specific opportunities to market and advertise their
respective services and products, as provided by Attachment A. Each marketing opportunity shall be defined and
described in written, mutually agreed-upon exhibits attached hereto (each a "Marketing Exhibit"). Each Marketing
Exhibit shall specify the particular marketing opportunity, the complimentary products and/or services to be
marketed, the prospective customer base, and the scope of effort required of each Party. Each Marketing Exhibit
shall, when executed, become an addendum to this Agreement. The first Marketing Exhibit shall be titled
"Marketing Exhibit No. 1," and additional Marketing Exhibits shall be numbered sequentially.

(a) The obligations of the Parties under this Agreement are non-exclusive. Either Party may, at any time and for
any reason, enter into similar arrangements with any other entity with respect to the same or similar areas or
opportunities set forth in the Marketing Exhibits or for any other business purposes.

(b) Unless otherwise specified in this Agreement or a Marketing Exhibit executed hereunder, each Party will bear
all costs, risks and liabilities incurred by it arising out of its obligations and efforts under this Agreement and any
such Marketing Exhibit. Unless otherwise specified in this Agreement or a Marketing Exhibit, neither Party shall
have any right to any reimbursement, payment or compensation of any kind from the other Party for activities
pursuant to this Agreement or a Marketing Exhibit.

(c) This Agreement, including all Marketing Exhibits, sets forth the provisions and conditions pursuant to which
the Parties may identify and advise each other of a mutually beneficial marketing opportunity.
(d) Each Party shall designate one or more authorized representatives to interact with the other for purposes of
this Agreement. Each Party's representative(s) may select and submit to the other for its consideration such
marketing opportunities that the Party believes may be of mutual interest and the representatives shall jointly
determine whether to pursue such marketing opportunity together. If the Parties determine to pursue an
opportunity jointly, the representatives shall determine the appropriate marketing strategy. The representatives
shall meet and confer periodically as necessary, either in person or by telephone, to discuss prospective
marketing opportunities and performance with respect to existing Marketing Exhibits. If either Party's
representative determines that it is not in that Party's best interest to pursue an opportunity jointly, either Party is
free to pursue such opportunity, using its sole efforts or in conjunction with any other person or entity.

(e) In those circumstances where the Parties' marketing efforts identify a specific business opportunity, as set
forth in a Marketing Exhibit, and the Parties decide to pursue the opportunity jointly, then the Parties agree to
enter into good faith negotiations to execute an appropriate definitive agreement for the particular business
opportunity. Each such definitive agreement shall set forth additional terms and conditions with respect to the
rights and obligations of the Parties with regard to that specific business opportunity.

2. Term and Termination.

(a) This Agreement shall have an initial term of twelve
(12) months commencing on the Effective Date (the "Initial Term"). Following the Initial Term, this Agreement
may be extended only by the written, mutual agreement of both Parties for an additional period of twelve (12)
months (each a "Renewal Term"). For purposes of this Agreement, the Initial Term and any Renewal Terms shall
be known as the Term.

(b) Each Party shall have the right to terminate this Agreement at any time and for any reason, with or without
cause, effective upon thirty (30) days prior written notice. Neither Party shall be entitled to reimbursement for or
be obligated to pay any damages, costs or expenses in connection with such termination. Upon the termination of
this Agreement, each Party will return to the other Party or destroy all drawings, specifications, manuals and other
printed or reproduced material (including information stored on machine readable media) provided by the
disclosing Party to the receiving Party and shall use commercially reasonable efforts to destroy all backup copies
of such information made by the receiving Party or its employees, wherever located.

(c) The Parties acknowledge that termination or expiration of this Agreement shall terminate each Marketing
Exhibit executed hereunder, unless the Parties expressly agree to the contrary in writing.

3. Intellectual Property.

(a) The Parties shall each retain ownership of and all right, title and interest in and to their respective pre-existing
Intellectual Property (as that term is defined in Article 3(c) below), and no license or right to use therein, whether
express or implied, is granted by this Agreement or as a result of the work performed by either Party hereunder
or in pursuit hereof. To the extent the Parties wish to grant to the other rights or interests in pre-existing
Intellectual Property, separate license agreements on mutually acceptable terms will be executed.
(b) With respect to Intellectual Property created as a result of the combined efforts of both Parties, prior to
undertaking such creation the Parties shall set forth in a separate written agreement the specific terms and
conditions of ownership and rights to use such newly created Intellectual Property. In the event the Parties fail to
set forth such a prior written agreement, then the Parties hereby jointly agree any such newly created Intellectual
Property shall be jointly owned, without obligation of accounting. Such joint ownership in any such newly created
Intellectual Property shall not be construed to include any express or implied form of license or right to use the
pre-existing Intellectual Property of either Party.

(c) As used herein the term "Intellectual Property" shall mean patents, copyrights, trade marks, trade names,
inventions (whether or not patentable), works of authorship, trade secrets, techniques, know-how, ideas,
concepts, algorithms and all other forms of intellectual property rights. As used herein the term "pre-existing
Intellectual Property" means any Intellectual Property previously conceived, developed or reduced to tangible
medium as demonstrated by written documentation.

4. Warranty Disclaimer and Limitation of Liability. Neither Party makes any warranties whatsoever to the other
Party, express or implied, with regard to the products or services of that Party or any matter relating to this
Agreement and any Marketing Exhibits, and each Party specifically disclaims all such warranties and conditions,
including any warranty of title, merchantability, and fitness for a particular purpose. In no event shall either Party
be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages (including,
but not limited to, lost profits, lost revenues, lost business opportunities, loss of use or equipment down time, and
loss of or corruption to data) arising out of or relating to this Agreement or any Marketing Exhibit, regardless of
the legal theory under which such damages are sought, and even if the Parties have been advised of the possibility
of such damages or loss. The liability of either Party to the other for any claims, liabilities, actions or damages
arising out of or relating to this Agreement or any Marketing Exhibit, howsoever caused and regardless of the
legal theory asserted, including breach of contract or warranty, tort, strict liability, statutory liability or otherwise,
shall not, in the aggregate, exceed the amount of out-of-pocket costs incurred by the other Party in connection
with the specific Marketing Exhibit or opportunity under which such claim arose.

5. Confidentiality. In the performance of this Agreement and any Marketing Exhibits executed hereunder, certain
information may be exchanged between the Parties that is proprietary and confidential in nature. This proprietary
and confidential information is exchanged solely for the purposes set forth in this Agreement and any such
Marketing Agreement. This proprietary and confidential information shall remain the property of the disclosing
Party and shall be subject to the terms and conditions of the Non-Disclosure Agreement attached hereto as
Exhibit A.

6. Export Control. The Parties to this Agreement shall comply with all applicable United States export and
foreign import laws, rules, and regulations in the performance of the Parties' responsibilities and obligations under
this Agreement. Without limiting the generality of the foregoing, the Parties shall not disclose any U.S.-origin
products, know-how, technical data, documentation, or other products or materials furnished to it pursuant to this
Agreement, to any person or in any manner which would constitute a violation of the export control regulations of
the United States then in effect.
7. Disputes. Any controversy, claim or dispute ("Dispute") arising out of or relating to this Agreement shall be
resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect. Before commencing any such arbitration, the Parties agree to enter into negotiations to
resolve the Dispute. If the Parties are unable to resolve the Dispute by good faith negotiation, either Party may
refer the matter to arbitration. The arbitration shall take place in the County of San Diego, State of California. The
arbitrator(s) shall be bound to follow the provisions of this Agreement in resolving the dispute, and may not
award any damages which are excluded by this Agreement. The decision of the arbitrator(s) shall be final and
binding on the Parties, and any award of the arbitrator(s) may be entered or enforced in any court of competent
jurisdiction. Any request for arbitration of a claim by either Party against the other relating to this Agreement must
be filed no later than one (1) year after the date on which this Agreement expires or terminates, or such claim
shall be time barred.

8. Notices. All notices, certificates, acknowledgments or other written communications (hereinafter referred to as
"Notices") required to be given under this Agreement shall be in writing and shall be deemed to have been given
and properly delivered if duly mailed by certified or registered mail to the other Party at its address as follows, or
to such other address as either Party may, by written notice, designate to the other. Additionally, Notices sent by
any other means (i.e., facsimile, overnight delivery, courier, and the like) are acceptable subject to written
confirmation of both the transmission and receipt of the Notice.

                     Tracey Murdock                                 Name
                     Project Manager                                INSERT Title

                     Integrated Maritime                            Science Applications
                     Platforms International                        International Corporation
                     P.O. Box 149                                   10260 Campus Point Drive
                                                                    MS INSERT

                     Silverdale, WA      98110                      San Diego, CA 92121

Telephone 360-692-0609 Telephone INSERT Fax 360-692-0977 Fax INSERT e-mail e-mail INSERT

9. Assignment. This Agreement may not be assigned, novated or otherwise transferred by operation of law or
otherwise by either Party without the prior written consent of the other Party, which consent shall not be
unreasonably withheld. Any change of control of a Party shall be deemed an assignment of this Agreement that
requires the prior written consent of the other Party. For purposes of this Agreement, "change of control" means
any merger, consolidation, sale of all or substantially all of the assets or sale of a substantial block of stock, of a
Party. Any such assignment, novation or transfer by one Party not in accordance with this provision shall be a
material breach of this Agreement and shall be grounds for immediate termination thereof by the non-breaching
Party, in addition to any other remedies that may be available at law or in equity to the non-breaching Party.

10. Waiver or Modification. This Agreement may be modified, or part(s) hereof waived, only by an instrument in
writing specifically referencing this Agreement and signed by an authorized representative of the Party against
whom enforcement of the purported modification or waiver is sought.
11. Relationship of Parties. The Parties are acting as independent contractors in all respects with regard to this
Agreement. Nothing contained in this Agreement shall be deemed or construed to create a partnership, joint
venture, agency, or other relationship other than that expressly described herein.

12. Publicity. Neither Party may issue a press release or make any disclosure to any other person or entity
regarding the existence of or the subject matter of this Agreement without the prior written consent of the other

13. Applicable Law. This Agreement shall be governed by and construed under the laws of the State of
California, without regard to its laws relating to conflict or choice of laws.

14. Entire Agreement. This Agreement, including any and all Exhibits attached hereto, which are hereby
incorporated by reference, constitutes the entire agreement and understanding between the Parties and
supersedes and replaces any and all prior or contemporaneous proposals, agreements, understandings,
commitments or representations of any kind, whether written or oral, relating to the subject matter hereof.

15. Multiple Copies or Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. This
Agreement shall not be effective until the execution and delivery between each of the parties of at least one (1) set
of the counterparts.

16. Headings. The headings and titles of the various sections of this Agreement are intended solely for
convenience of reference and are not intended to define, limit, explain, expand, modify or place any construction
on any of the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties represent and warrant that this Agreement is executed by duly authorized
representatives of each Party as set forth on the date indicated below.

                                          SCIENCE APPLICATIONS


           --------------------------------                 --------------------------------------

           Kathleen Bright
           --------------------------------                 --------------------------------------
           Name                                             Name

           --------------------------------                 --------------------------------------
           Title                                            Title

           September 24, 2003
           --------------------------------                 --------------------------------------
           Date                                             Date

                               CONSENT OF INDEPENDENT AUDITORS

As independent certified public accountants of Radix Marine, Inc., we hereby consent to the reference to our firm
under the caption "Experts" and to the use of our report dated October 13, 2003 in the Registration Statement
(Form SB-2) filed with the Securities and Exchange Commission.

                                         /s/ Jonathon P. Reuben CPA
                                         Jonathon P. Reuben, C.P.A.
                                         Accountancy Corporation

                                         Torrance, California
                                         April 8, 2004

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