AWARD/CONTRACT

EXHIBIT 10.4

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SECTION B Supplies or Services and Prices

SECTION C Descriptions and Specifications

C-1     Scope of Work

           (a)  The Contractor shall furnish the necessary personnel, materials, facilities and other services as may be required to perform Contract Line Items (CLINs) 0001 and 0002, in accordance with the Contractor’s technical proposal entitled, “Wearable Data Recorder,” reference number 2002-056 and 2002-056, Rev. 001.  Specifically, the Contractor shall design, develop and demonstrate a miniature audio recorder system according to the Statement of Work which is incorporated herein and made part of the contract by reference.  Copies of the Contractor’s technical proposal and Statement of Work are in possession of both parties.

           (b)  In the event of an inconsistency between the provisions of this contract and the technical proposal, the inconsistency shall be resolved by giving precedence in the following order:  (1) the contract, (2) the attachments to the contract, and then (3) the technical proposal.

C-2     Deliverables

            (a)  The Contractor shall submit the following reports and data and other deliverables in accordance with the delivery schedule set forth in Section F.

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MONTHLY FINANCIAL REPORT
PROGRAM FINANCIAL STATUS

*Budget At Completion (BAC) changes only with the amount of any scope changes (not affected by underrun/overrun)

** Latest Revised Estimate (LRE)

                    2.  CONCEPT REVIEW (CR), PRELIMINARY DESIGN REVIEW (PDR), CRITICAL DESIGN REVIEW (CDR), AND OTHER TECHNICAL/TEST REVIEWS.  The Contractor shall conduct the Concept Review, Preliminary Design Review, Critical Design Review, and other technical/test reviews according to Section F-2 of the contract.  All presentation materials and review documentation packages shall also be provided to the Government.  Contractor’s format is acceptable.

                    3.  TEST REPORTS AND PROTOTYPE DEVICES.  The Contractor shall deliver breadboard hardware test report to the Government within fourteen (14) days after the Preliminary Design Review.  The Contractor shall also deliver two (2) prototype devices - special purpose audio recorders, and a prototype hardware test report upon completion of the contract.

                    4.  FINAL REPORT.  The report shall provide a comprehensive summary of the entire research effort at the end of the contract, referencing (where applicable) previously submitted monthly status and financial reports, and interim reports (if any) and program reviews.  Contractor format is acceptable.

          (b)  Reports delivered by the Contractor in the performance of the contract shall be considered “Technical Data” as defined in the applicable Rights in Technical Data clause in Section I of this contract.

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          (c)  Bulky reports shall be mailed by other than first-class mail unless the urgency of submission requires use of first-class mail.  In this case, mail one copy first-class and the remaining copies forwarded by less than first-class mail.

          (d)  All papers and articles published as a result of DARPA sponsored research shall include a statement reflecting that sponsorship.  A bibliography of the titles and authors of all such papers shall be included in the Final Report.

          (e)  The cover/title page of each of the above reports or publications prepared will have the following citation:

          (f)  The title page shall include a disclaimer worded substantially as follows:

                    “The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the official policies, either expressed or implied, of the Defense Advanced Research Projects Agency or the U.S. Government.”

          (g)  All technical reports must (1) be prepared in accordance with American National Standards Institute (ANSI) Standard Z39.18;  (2) include a Standard Form 298, and (3) be marked with an appropriate distribution statement.

SECTION D Packaging and Marking

D-1     Packaging and Marking

           All items shall be preserved, packaged, packed and marked in accordance with best commercial practices to meet the packing requirements of the carrier, and to ensure safe delivery at destination.

SECTION E Inspection and Acceptance

E-1     Inspection and Acceptance

Inspection and acceptance of the supplies or services to be furnished hereunder shall be made at destination by the receiving activity.

SECTION F Deliveries or Performance

F-1     Term of Contract

           The term of the basic contract, CLINs 0001 and 0002, commences on March 27, 2003 as authorized under the Advance Agreement to Authorize Incurrence of Precontract Costs (see Attachment No. 1) and continues through June 26, 2004.

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F-2     Reports and Other Deliverables

           Delivery of all reports and data and other deliverables shall be made to the addressees specified in Section F-3 in accordance with the following:

F-3     Distribution of Reports and Other Deliverables

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F-4     Notice Regarding Late Delivery

In the event the Contractor anticipates difficulty in complying with the contract delivery schedule, the Contractor shall immediately notify the Contracting Officer in writing, giving pertinent details, including the date by which it expects to make delivery; PROVIDED, however, that this date shall be informational only in character and the receipt thereof shall not be construed as a waiver by the Government of any contract delivery schedule, or any rights or remedies provided by law or under this contract.

SECTION G Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

G-1     Procuring Office Representative

           The Procuring Office Representative for this contract is Ms. Algeria K. Tate, DARPA/CMO, 3701 North Fairfax Drive, Arlington, VA ###-###-####, telephone ###-###-####, E-mail: ***@***; FAX ###-###-####.

G-2     Delegation of Authority For Contract Administration

           Defense Contract Management Agency (DCMA) Santa Ana, as set forth in Block 6 of the Standard Form (SF) 26, is hereby designated as the Contracting Officer’s authorized representative for administering this contract in accordance with current directives; however, technical cognizance is retained by DARPA because of the technical nature of the work.

G-3     Contracting Officer’s Representative (COR)

           (a)  Dr. Ronald J. Repka, DARPA Tactical Technology Office (TTO), is hereby designated the cognizant Contracting Officer’s Representative (COR) who will represent the Contracting Officer in the administration of technical details within the scope of this contract including inspection and acceptance.  The COR is not otherwise authorized to make any representations or commitments of any kind on behalf of the Contracting Officer or the Government.  The COR does not have the authority to alter the Contractor’s obligations or change the specifications in the contract.

            (b)  COR technical direction shall not include any direction which:

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           (c)  Notwithstanding any other provisions of this contract, the Contracting Officer is the only individual authorized to redirect the effort or in any way amend or modify any of the terms of this contract.  If, as a result of technical discussions, it is desirable to alter contract obligations or statement of work, a modification must be issued in writing and signed by the Contracting Officer.

G-4     Accounting and Appropriation Data

           Refer to the Accounting and Appropriate Data indicated above under Section G.

G-5     Payment/Invoices

           (a)  Vouchers - Original plus three (3) copies, identified by contract number, with supporting statements, shall be submitted monthly for review and provisional approval to the cognizant audit agency listed below:

            (b)  In addition to the above, one copy of each voucher submitted for payment shall be submitted to the Contracting Officer and the COR of this contract.

G-6     Payment Instructions for Multiple Accounting Classification Citations

           Payments under contract line items funded by multiple accounting classification citations shall be made from the earliest available fiscal year funding sources.  The earliest assigned ACRN must be fully disbursed before making disbursements from a succeeding ACRN.

G-7     Electronic Funds Transfer Payment Methods

           Pursuant to FAR 52.232-33, payments under this contract will be made by electronic funds transfer (EFT) in accordance with the following contractor-provided information:

G-8     Explanation of Limitation of Funds

           The total estimated cost plus fixed fee of the contract set forth in Section B shall be subject to incremental funding with $2,749,000.00 presently available and allotted under this contract.  Of the total funding presently available, $2,565,371.00 has been allotted to the total estimated cost and $183,629.00has been allotted to the fixed fee.  Except in accordance with the clause at FAR 52.232-22, “Limitation of Funds,” no legal liability on the part of

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the Government for payment of any money in excess of $2,749,000.00shall arise unless and until additional funds are made available by the Contracting Officer through written modification of this contract.

SECTION H Special Contract Requirements

H-1     Contracting Officer

           Notwithstanding any other provision of this contract, the Contracting Officer is the only individual authorized to redirect the effort or in any way amend or modify any of the terms of this contract.

H-2     Type of Contract

           This is a Cost Plus Fixed Fee, Completion contract.

H-3     Public Release or Dissemination of Information

            (a)  There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the COR.

            (b)  All technical reports developed under the contract will be given proper review by appropriate authority to determine which distribution statement is to be applied prior to any distribution.

            (c)  When submitting material for clearance for open publication, the Contractor must submit five (5) copies to DARPA Security and Intelligence Directorate (SID) and allow for four (4) weeks for processing.  If the paper is to be presented at a meeting, the contractor must indicate the subject and the exact date of the meeting, or deadline date, for submitting material.  A full and final text of material requiring review, including any supplemental audiovisual material, shall be submitted.  Notes, abstracts, outlines or viewgraphs shall not be cleared as substitutes for a complete text.

H-4     Invention Disclosures and Reports

           The Contractor shall submit all invention disclosures and reports required by the Patent Rights clause of this contract to the Administrative Contracting Officer (ACO).

H-5     Restrictions on Printing

           Unless otherwise authorized in writing by the Contracting Officer, reports, data, or other written material produced using funds provided by this contract and submitted hereunder shall be reproduced only by duplicating processes and shall not exceed 5,000 single page reports or a total of 25,000 pages of a multiple-page report.  These restrictions do not preclude the writing, editing, preparation of manuscript or reproducible copy of related illustrative materials if required as a part of this contract, or incidental printing such as forms or materials necessary to be used by the Contractor to respond to the terms of the contract.

H-6     Insurance Schedule

           The Contractor shall maintain the types of insurance and coverage listed below:

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H-7     Metric System

           (a)  The Defense Advanced Research Projects Agency (DARPA) will consider the use of the metric system in all of its activities consistent with operational, economical, technical and safety requirements.

           (b)  The metric system will be considered for use in all new designs.  When it is deemed not to be in the best interest of the DoD to provide metric design, justification shall be provided.

           (c)  Physical and operational interfaces between metric items and U.S. customary items will be designed to assure that interchangeability and interoperability will not be affected.

           (d)  Existing designs dimensioned in U.S. customary units will be converted to metric units only if determined to be necessary or advantageous.  Unnecessary retrofit of existing systems with new metric components will be avoided where both the new metric and existing units are interchangeable and interoperable.  Normally, the system of measurement in which an item is originally designed will be retained for the life of the item.

           (e)  During the metric transition phase hybrid metric and U.S. customary designs will be necessary and acceptable.  Material components, parts, subassemblies, and semifabricated materials, which are of commercial design will be specified in metric units only when economically available and technically adequate or when it is otherwise specifically determined to be in the best interest of the Department of Defense.  Bulk materials will be specified and accepted in metric units when it is expedient or economic to do so.

           (f)  Technical reports, studies, and position papers (except those pertaining to items dimensioned in U.S. customary units) will include metric units of measurement in addition to or in lieu of U.S. customary units.  With respect to existing contracts, this requirement applies only if such documentation can be obtained without an increase in contract costs.

           (g)  Use of the dual dimensions (i.e., both metric and U.S. customary dimensions) on drawings will be avoided unless it is determined in specific instances that such usage will be beneficial.  However, the use of tables on the document to translate dimensions from one system of measurement to the other is acceptable.

H-8     Proprietary Technical Data and Computer Software

           Any deliverable technical data or computer software developed or generated solely at private expense and considered to be proprietary by the Contractor or subcontractors, shall be delivered in accordance with DFARS ###-###-#### and DFARS ###-###-####.

H-9     Key Personnel

            (a)  The Contractor shall notify the Contracting Officer prior to making any change in key personnel.  Key personnel are identified as follows:

                         (1)  Personnel identified in the proposal as key individuals to be assigned for participation in the performance of the contract;

                         (2)  Personnel whose resumes were submitted with the proposal; or

                         (3)  Individuals who are designated as key personnel by agreement of the Government and the Contractor during negotiations.

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           (b)  The Contractor must notify the COR that the qualifications of prospective replacement personnel are equal to or better than the qualifications of the personnel being replaced.  Notwithstanding any of the foregoing provisions, key personnel shall be furnished unless the Contractor has notified the COR of the qualifications of proposed substitute personnel, which are equal to or better than the qualifications of the personnel being replaced.

H-10     Subcontracts

             Evaluation during negotiations of subcontractor cost or pricing data shall not satisfy the requirements for consent pursuant to FAR 52.244-02 Subcontracts (AUG 1998) and its Alternate I.

H-11     Travel

             (a)  Reimbursement for travel-related expenses shall be in accordance with the Contractor’s approved travel policy.  The Federal Travel Regulations, Joint Travel Regulations (JTR), and Standardized Regulations as stated in FAR 31.205-46 will be used as a guide in determining reasonableness of per diem costs.  Costs for travel shall be allowable subject to the provisions of FAR 31.205-46.

             (b)  In connection with direct charge to the contract of travel-related expenses, the Contractor shall hold travel to the minimum required to meet the objectives of the contract, and substantial deviations from the amount of travel agreed to during contract negotiation shall not be made without the authorization of the Contracting Officer.  When applicable, the Contractor shall notify the COR of proposed travel of an employee beyond that agreed to during negotiations.

             (c)  Approval of the Contracting Officer shall be obtained in advance for attendance by personnel at training courses, seminars, and other meetings not directly related to contract performance if the costs for the courses, seminars, and other meetings are charged to the contract.

              (d)  All foreign travel shall be authorized and approved in advance, in writing, by the Contracting Officer.  Request for such travel must be submitted to the Contracting Officer at least forty-five (45) days in advance of traveler’s anticipated departure date, and shall include traveler’s itinerary of United States Flag Air Carriers.

H-12     Information Technology

             (a)  All Information Technology (IT) under this contract shall be “Year 2000 Compliant”.

             (b)  IT, as used in this part, means all computer related hardware and/or software purchased and/or developed under this contract.

             (c)  “Year 2000 compliant,” as used in this part, means, with respect to IT, that the IT accurately processes date/time data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other IT, used in combination with the IT being acquired, properly exchanges date/time data with it.

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H-13     Contractor’s Representations and Certifications

             The Contractor’s Representations and Certifications submitted on March 26, 2003 is incorporated herein by reference and made part of this contract.

H-14     Pre-Contract Cost

             The Advance Agreement to Authorize Incurrence of Pre-contract Costs dated March 25, 2003 is incorporated as Attachment No. 1 of the contract under Section J.

H-15     Military Security Classification

             Military security requirements in the performance of this contract shall be maintained in accordance with the DD Form 254 contained in Section J, Attachment No. 2.  The highest classification involved in the performance of this contract is TOP SECRET.

H-16     Option for Additional Effort

             (a)  The Government shall give the contractor a preliminary written notice of its intent to extend the contract at least thirty (30) days before the contract expires.  The preliminary notice does not commit the Government.

             (b)  The Government shall retain the right to require additional research and development within the terms and conditions of this contract.  The exercise of this right shall be preceded by the Government’s evaluation of criteria for the Go/No Go decision to be made at least forty-five (45) days prior to the expiration of the contract and preceded by negotiations leading to a fair and reasonable price for the additional effort.  To effect this right, the Government and the contractor shall execute a bilateral modification.

SECTION I Contract Clauses

CLAUSES INCORPORATED BY REFERENCE:

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CLAUSES INCORPORATED BY FULL TEXT

52.215-19     NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)

(a) The Contractor shall make the following notifications in writing:

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(b) The Contractor shall—

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(1) Maintain current, accurate, and complete inventory records of assets and their costs;

(2) Provide the ACO or designated representative ready access to the records upon request;

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor’s ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k).

(End of clause)

52.244-6     SUBCONTRACTS FOR COMMERCIAL ITEMS (MAY 2002)

(a) Definitions.  As used this clause--

“Commercial item”,  has the meaning contained in the clause at 52.202-1, Definitions.

“Subcontract”,  includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or nondevelopmental items as components of items to be supplied under this contract.

(c)(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.219-8, Utilization of Small Business Concerns (OCT 2000) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $500,000 ($1,000,000 for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(ii) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).

(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era and Other Eligible Veterans (DEC 2001) (38 U.S.C. 4212(a)).

(iv) 52.222-36, Affirmative Action for Workers with Disabilities (JUN 1998) (29 U.S.C. 793).

(v) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (JUN 2000) (46 U.S.C. Appx 1241) (flowdown not required for subcontracts awarded beginning May 1, 1996).

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

(End of clause)

52.247-67     SUBMISSION OF COMMERCIAL TRANSPORTATION BILLS TO THE GENERAL SERVICES
ADMINISTRATION FOR AUDIT (JUN 1997)

(a)(1) In accordance with paragraph (a)(2) of this clause, the Contractor shall submit to the General Services Administration (GSA) for audit, legible copies of all paid freight bills/invoices, commercial bills of lading (CBL’s),

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passenger coupons, and other supporting documents for transportation services on which the United States will assume freight charges that were paid (i) by the Contractor under a cost-reimbursement contract, and (ii) by a first-tier subcontractor under a cost-reimbursement subcontract thereunder.

(2) Cost-reimbursement Contractors shall only submit for audit those CBL’s with freight shipment charges exceeding $50.00. Bills under $50.00 shall be retained on-site by the Contractor and made available for GSA on-site audits. This exception only applies to freight shipment bills and is not intended to apply to bills and invoices for any other transportation services.

(b) The Contractor shall forward copies of paid freight bills/invoices, CBL’s, passenger coupons, and supporting documents as soon as possible following the end of the month, in one package to the General Services Administration, ATTN: FWA, 1800 F Street, NW, Washington, DC 20405. The Contractor shall include the paid freight bills/invoices, CBL’s, passenger coupons, and supporting documents for first-tier subcontractors under a cost-reimbursement contract. If the inclusion of the paid freight bills/invoices, CBL’s, passenger coupons, and supporting documents for any subcontractor in the shipment is not practicable, the documents may be forwarded to GSA in a separate package.

(c) Any original transportation bills or other documents requested by GSA shall be forwarded promptly by the Contractor to GSA. The Contractor shall ensure that the name of the contracting agency is stamped or written on the face of the bill before sending it to GSA.

(d) A statement prepared in duplicate by the Contractor shall accompany each shipment of transportation documents. GSA will acknowledge receipt of the shipment by signing and returning the copy of the statement. The statement shall show—

(End of clause)

52.252-2     CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):  http://www.acqnet.gov/far/

52.252-6     AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any N/A (48 CFR N/A) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

Section J - List of Documents, Exhibits and Other Attachments

Attachment No. 1 - Advance Agreement to Authorize Incurrence of Precontract Costs, dated March 25, 2003 (2 pages)

Attachment No. 2 - Contract Security Classification Specification, DD Form 254, dated April 11, 2003 (3 pages)