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Co-marketing Agreement - RADIX MARINE INC - 4-9-2004

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Co-marketing Agreement - RADIX MARINE INC - 4-9-2004 Powered By Docstoc
					EXHIBIT 10.2

                                     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
Territory.

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
process;

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
obligation;
(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
information.

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
information.

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
EXHIBIT 10.3

                                         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
tmurdock@radixmarine.com 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
Party.

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

INTEGRATED MARITIME

           PLATFORMS INTERNATINAL, Inc.                     INTERNATIONAL CORPORATION
           --------------------------------                 --------------------------------------

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

           President
           --------------------------------                 --------------------------------------
           Title                                            Title

           September 24, 2003
           --------------------------------                 --------------------------------------
           Date                                             Date
EXHIBIT 23.1

                               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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