Spectra Systems Corp Sample Contracts

Spectra Systems Corp – LICENSE AND SUPPLY AGREEMENT (October 8th, 2002)

Exhibit 10.9 LICENSE AND SUPPLY AGREEMENT This Agreement is entered into this fifth day of October, 2001, between Appleton Papers Inc. ("Appleton"), a Delaware corporation having its principal place of business at Appleton, Wisconsin, and Spectra Systems Corporation ("Spectra"), a Delaware corporation having its principal place of business at Providence, Rhode Island. WHEREAS, Spectra is the owner of certain technology pertaining to taggents and their use in connection with security and other applications in the paper technologies, and is the owner of certain United States patent applications pertaining thereto; and WHEREAS, Appleton desires to obtain from Spectra a license to use and market that Spectra technology (including rights arising from such patent applications filed by Spectra with respect to certain aspects of the technology). NOW THEREFORE

Spectra Systems Corp – FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (October 8th, 2002)

EXHIBIT 4.1 FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of September 1, 2000 is entered into by and among Spectra Science Corporation, a Delaware corporation with principal offices at 321 South Main Street, Suite 102, Providence, Rhode Island 02903 (the "Company"), and the persons or entities listed as Holders, including the persons and entities identified as Series A Holders, Series B Holders, Series C Holder, and Series D Holders on Exhibit A hereto as such Exhibit A may be amended in the future to include additional investors (individually, a "Holder," and collectively, the "Holders"). A. The Series D Holders (a) are parties to (i) the Series D Convertible Stock Purchase Agreement of even date herewith (the "Series D Purchase Agreement") by and among the Company and the Series D Holders pursuant to which

Spectra Systems Corp – THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR (October 8th, 2002)

Exhibit 4.13 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED EXCEPT: (i) PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND APPLICABLE STATE LAW OR (ii) IF THE PROPOSED SALE, TRANSFER OR ASSIGNMENT MAY BE EFFECTED WITHOUT SUCH REGISTRATION AND WILL NOT BE IN VIOLATION OF APPLICABLE SECURITIES LAWS, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OR QUALIFICATION UNDER SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED. WE-1 [____], 2002 Common Stock Purchase Warrant

Spectra Systems Corp – DEVELOPMENT AND SALES AGREEMENT (October 8th, 2002)

Exhibit 10.6 AMENDMENT I DEVELOPMENT AND SALES AGREEMENT BY AND BETWEEN SPECTRA SCIENCE CORPORATION AND COMTEC INFORMATION SYSTEMS, INC. This amendment dated December 12, 2000 amends the agreement made November 1, 1999. Spectra and Comtec mutually agree that: 1) the dates specified in the original agreement will be changed to the best efforts dates as follows: In paragraph 2.1, [***] will be amended to [***].(Delivery of 5 rev D units) In paragraph 2.1, [***] will be changed to [***].(Complete Project Dev. Program) In paragraph 2.2 (a), [***] will be changed to [***] (Delivery of 3 rev C units with chargers). In paragraph 4.2, [***] will be changed to [***] and December 31, 2000 will be changed to [***]. Spectra S

Spectra Systems Corp – SERIES E PREFERRED REGISTRATION RIGHTS AGREEMENT (October 8th, 2002)

Exhibit 4.12 SERIES E PREFERRED REGISTRATION RIGHTS AGREEMENT This SERIES E PREFERRED REGISTRATION RIGHTS AGREEMENT, dated as of July 15, 2002 (the "Agreement"), is entered into by and among Spectra Systems Corporation, a Delaware corporation with principal offices at 321 South Main Street, Suite 102, Providence, Rhode Island 02903 (the "Company"), and the Subscribers (the "Series E Holders") for shares of Series E Redeemable Convertible Preferred Stock, par value $0.01 ("Series E Preferred"), pursuant to certain Subscription Agreements dated as of even date herewith (each a "Subscription Agreement", and collectively, the "Subscription Agreements") as well as parties who subsequently become parties to this Agreement in accordance with Section 26 hereof. Section 1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: 1.1 "Closi

Spectra Systems Corp – EMPLOYMENT AGREEMENT (October 8th, 2002)

Exhibit 10.1 REVISED AND RESTATED EMPLOYMENT AGREEMENT Agreement, made as of December 17, 1999, by and between Spectra Science Corporation, a Delaware corporation (the "Company") and Nabil Lawandy (the "Executive"). Whereas, the Company entered into an Employment Agreement, dated August 23, 1996, with the Executive; Whereas, that Employment Agreement was purportedly revised and restated pursuant to a document dated December 17, 1999; Whereas, that document did not embody the agreement of the parties as of that date and contained other scrivener's errors; and Whereas, the parties wish to set forth their understanding and agreement regarding the employment of the Executive by the Company. Now therefore, in consideration of the premises and mutual covenants herein contained and other good and valuable

Spectra Systems Corp – NEITHER THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF HAVE (October 8th, 2002)

Exhibit 4.9 NEITHER THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND NEITHER THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS. Warrant No. WD(ii)-[_______] [_______]Shares WARRANT To Purchase Shares of Common Stock of SPECTRA SCIE

Spectra Systems Corp – LICENSE AGREEMENT (October 8th, 2002)

Exhibit 10.8 License Agreement between Spectra Science Corporation and Albany International Corp. CONFIDENTIAL LICENSE AGREEMENT Table of Contents INTRODUCTION...................................................................1 ARTICLE I - Definitions........................................................1 ARTICLE II - License...........................................................5 2.1 Grant to ALBANY from SPECTRA..............................................5 2.2 Due Diligence.............................................................6 ARTICLE III - Supply...........................................................6 ARTICLE IV - Resea

Spectra Systems Corp – ELF Supply Agreement (October 8th, 2002)

Exhibit 10.7 ELF Supply Agreement between Spectra Science Corporation and Albany International Corp. Supply Agreement This Agreement is made and entered into as of November __, 2000 between Spectra Science Corporation (hereinafter "SPECTRA"), a Delaware corporation having its principal place of business at 321 South Main Street, Suite 102, Providence, Rhode Island 02903, and Albany International Corp. (hereinafter "ALBANY"), a Delaware corporation having its principal address at Post Office Box 1907, Albany, New York 12201. INTRODUCTION WHEREAS, SPECTRA has designed and developed certain dispersed laser technology for use in garment and textile identification, on which tec

Spectra Systems Corp – COMMON STOCK WARRANT (October 8th, 2002)

Exhibit 4.7 NEITHER THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND NEITHER THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS. Warrant No. W-[___] [_________] Shares COMMON STOCK WARRANT To Purchase Shares of Common Stock of SP

Spectra Systems Corp – 2002 STOCK PLAN (October 8th, 2002)

EXHIBIT 4.3 SPECTRA SYSTEMS CORPORATION 2002 STOCK PLAN Adopted: February 7, 2002 Approved By Stockholders: February 7, 2002 Termination Date: February 7, 2012 Section 1. General. (a) Purpose of the Plan. Spectra Systems Corporation (the "Company"), by means of the Plan, seeks to retain the services of eligible recipients and to provide incentives for eligible recipients to exert efforts for the success of the Company and its Affiliates. (b) Eligible Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company and its Affiliates. (c) Available Stock Awards. The purpose of the Plan is to provide a means by which Participants may be given an opportunity to benefit from increases in the value of the C

Spectra Systems Corp – AGREEMENT (October 8th, 2002)

Exhibit 10.13 AGREEMENT DATED MARCH 8, 1999 This agreement (the "AGREEMENT"), entered into as of November 1, 1998, by and between Spectra Science Corporation, a Delaware corporation having its principal place of business at 155 South Main Street, Suite 101, Providence, Rhode Island 02903 (hereinafter referred to as "SPECTRA"), and Crane & Co., Inc., a Massachusetts corporation having its principal place of business at 30 South Street, Dalton, Massachusetts 01226 (hereinafter referred to as "CRANE"). SPECTRA and CRANE are jointly referred to in the present Agreement as the "Parties" and individually as a "Party". W I T N E S S E T H: WHEREAS, SPECTRA has developed, and has exclusive worldwide proprietary rights in and to certain PATENTS (as defined herein), and IMPROVEMENTS and KNOW HOW relating thereto (the

Spectra Systems Corp – AMENDMENT TO LEASE (October 8th, 2002)

Exhibit 10.17 AMENDMENT TO LEASE This Amendment is made as of this 30th day of September, 2002, by and between HERITAGE BUILDING ASSOCIATES, L.L.C. ("Landlord") and SPECTRA SYSTEMS CORPORATION ("Tenant"). WITNESSETH WHEREAS, Landlord and Tenant entered into a Lease Agreement dated as of August 30, 2002, for certain premises in the Heritage Building located at 321 South Main Street in Providence, Rhode Island (the "Lease"). WHEREAS, the parties desire to amend the Lease to reflect the fact that the Tenant has exercised its option under Section 4.2 of the Lease to add the Expansion Space (as defined in the Lease) to the Premises and to add a provision concerning the installation of a wall in the Premises. NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and su

Spectra Systems Corp – AMENDED AND RESTATED RESEARCH AGREEMENT (October 8th, 2002)

Exhibit 10.2 AMENDED AND RESTATED RESEARCH AGREEMENT This AMENDED AND RESTATED RESEARCH AGREEMENT (this "Agreement"), dated as of March 15, 2001, is between SPECTRADISC CORPORATION, a Delaware corporation ("SpectraDisc"), and SPECTRA SCIENCE CORPORATION, a Delaware corporation ("Spectra Science"). Whereas, pursuant to a Technology Transfer Agreement, dated June 30, 1999, by and between SpectraDisc and Spectra Science (the "Original Technology Transfer Agreement"), Spectra Science granted to SpectraDisc, and SpectraDisc had acquired from Spectra Science, an exclusive license to certain patent rights and technology to develop and commercialize single play DVDs and CDs; Whereas, SpectraDisc and Spectra Science have amended and restated the Technology Transfer Agreement as of the date hereof to provide development rights and a license with respect to limited-play digital media that

Spectra Systems Corp – LICENSE AGREEMENT (October 8th, 2002)

Exhibit 10.11 LICENSE AGREEMENT THIS AGREEMENT, effective this 2nd day of March 1994, ("EFFECTIVE DATE") by and between BROWN UNIVERSITY, an educational institution located in Providence, Rhode Island and its technology licensing agent BROWN UNIVERSITY RESEARCH FOUNDATION, a corporation duly organized and existing under the laws of the State of Rhode Island and having a principal office at 42 Charlesfield Street, Providence, Rhode Island 02912 (hereinafter collectively referred to as "BROWN"), and SPECTRA SCIENCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware ("LICENSEE") and having a principal office at 300 Metro Center, Warwick, Rhode Island 02886. WHEREAS, BROWN is the owner of certain inventions related to laser emission in high gain, strongly scattering media; and WHEREAS, BROWN desires to have such inventions and

Spectra Systems Corp – LICENSE AGREEMENT (October 8th, 2002)

Exhibit 10.12 LICENSE AGREEMENT This AGREEMENT, effective this 15th day of April, 2002, ("EFFECTIVE DATE") by and between BROWN UNIVERSITY RESEARCH FOUNDATION, a corporation duly organized and existing under the laws of the State of Rhode Island and having a principal office at 42 Charlesfield Street, Providence, Rhode Island 02912 ("BURF") and Spectra Systems Corporation, Inc. a Delaware corporation having its principal office at 321 South Main St., Providence, Rhode Island 02903 ("LICENSEE"). WHEREAS BURF is the owner by assignment from Brown University of several patent applications and patents relating to the studies of Dr. Nabil Lawandy conducted at Brown University; and WHEREAS, LICENSEE has expertise in commercial laser machining and materials processing and is further assembling the capabilities needed to develop the above referenced patent applic

Spectra Systems Corp – COMMON STOCK WARRANT (October 8th, 2002)

Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS. Warrant No. S1-(WarrantNo) (Warrants) Shares COMMON STOCK WARRANT To Purchase Shares of Common Stock of SPECTRA SCIENCE CORPORATION THIS CERTIFIES THAT, for value received, (Shareholder) ("Holder"), or Holder's assigns, is en

Spectra Systems Corp – MARKETING AND DISTRIBUTION AGREEMENT (October 8th, 2002)

Exhibit 10.14 MARKETING AND DISTRIBUTION AGREEMENT This Marketing and Distribution Agreement (the "Agreement") is dated as of April 9, 2001 between Spectra Science Corporation ("Spectra") with an office at 321 South Main Street, Providence RI 02903 and Kleen-Tex Industries, Inc. ("Kleen-Tex") with an office at By-Pass Road, LaGrange, GA 30241. WHEREAS, Kleen-Tex produces mats, mops, and certain other dust control products ("Mats") for the commercial textile services industry and other commercial markets. WHEREAS, Spectra has developed, manufactures and markets LaserCode(TM) labels ("LaserCode") and associated LaserCode(TM) readers ("Readers") employing optical based labeling technology proprietary to Spectra to produce machine-readable label applications in garments and Mats; and WHEREAS, Kleen-Tex wishes to obtain the right and license to apply the LaserCode labels to

Spectra Systems Corp – Asset Purchase and Sale Agreement (October 8th, 2002)

Exhibit 2.1 Asset Purchase and Sale Agreement By and Among Spectra Systems Corporation, Hunter Acquisition Corporation, Hunter Associates Laboratory, Inc. and Philip S. Hunter, Paul Hunter, Steven Hunter and Deborah Hunter Dated January 24, 2002 Table Of Contents Tab Description Page 1 Definitions 2 Basic Transaction (a) Purchase and Sale of Assets (b) Assumption of Liabilities (c) Consideration; Escrow (d) The Closing (e) Deliveries

Spectra Systems Corp – THIRD AMENDMENT TO LEASE (October 8th, 2002)

EXHIBIT 10.4 THIRD AMENDMENT TO LEASE This Agreement is made as of the 3rd day of December, 2001, by and between WESTMINSTER PARK PARTNERS OF EAST PROVIDENCE ASSOCIATES, a Rhode Island limited partnership ("Landlord") and SPECTRA SYSTEMS CORPORATION (f/k/a SPECTRA SCIENCE CORPORATION), a Delaware corporation ("Tenant"). WITNESSETH: WHEREAS, pursuant to Lease dated February 28, 1997, as amended by First Amendment to Lease dated October 15, 1997 and by Second Amendment to Lease dated July 27, 2000 (as amended, the "Lease") by and between Landlord and Tenant, Landlord has leased to Tenant certain space in those buildings located at 42-44, 56-58, and 60 Amaral Street, East Providence, Rhode Island; and WHEREAS, the parties wish to amend the Lease to provide for the extension of the term of the Lease and for certain other matters. N

Spectra Systems Corp – CERTIFICATE OF INCORPORATION (October 8th, 2002)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPECTRA SYSTEMS CORPORATION Under Sections 242 and 245 of the Delaware General Corporation Law The undersigned, Spectra Systems Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that: 1. The name of the Corporation is Spectra Systems Corporation. 2. The Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on July 3, 1996 under the name of Spectra Acquisition Corporation. The Certificate of Incorporation has been amended prior to the date hereof, including inter alia by Certificate of Amendment f

Spectra Systems Corp – ASSET PURCHASE AND SALE AGREEMENT (October 8th, 2002)

Exhibit 2.2 AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT Reference is made to that certain Asset Purchase and Sale Agreement (the "Agreement"), dated as of January 24, 2002, by and among Spectra Systems Corporation, a Delaware corporation ("Spectra"), Hunter Acquisition Corporation, a Delaware corporation (the "Acquisition Subsidiary," and collectively with Spectra, the "Buyer"), Hunter Associates Laboratory, Inc., a Virginia corporation (the "Seller") and Philip S. Hunter, Paul Hunter, Steven Hunter and Deborah Hunter (each a "Significant Shareholder" and collectively the "Significant Shareholders"). This Amendment is made as of June 17, 2002, by and between the Buyer, the Seller and the Significant Shareholders. Spectra, the Acquisition Subsidiary, the Seller and the Significant Shareholders are referred to collectively herein as the "Parties." Cap

Spectra Systems Corp – STOCKHOLDERS' AGREEMENT AS THE SAME MAY BE AMENDED FROM TIME TO TIME. (October 8th, 2002)

Exhibit 4.11 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED EXCEPT: (i) PURSUANT TO AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND APPLICABLE STATE LAW OR (ii) IF THE PROPOSED SALE, TRANSFER OR ASSIGNMENT MAY BE EFFECTED WITHOUT SUCH REGISTRATION AND WILL NOT BE IN VIOLATION OF APPLICABLE SECURITIES LAWS, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION OR QUALIFICATION UNDER SUCH APPLICABLE SECURITIES LAWS IS NOT REQUIRED. THIS WARRANT IS SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SPECTRA SCIENCE CORPORATION FOURTH AMENDED AND RESTA

Spectra Systems Corp – HERITAGE Building Lease (October 8th, 2002)

EXHIBIT 10.3 HERITAGE Building Lease LANDLORD: HERITAGE BUILDING ASSOCIATES, L.L.C. TENANT: SPECTRA SYSTEMS CORPORATION Heritage Building 321 South Main Street Providence, Rhode Island 02903 HERITAGE Building Lease This HERITAGE BUILDING LEASE (the "Lease") is made and entered into on the date, between the parties and upon the terms and conditions hereinafter set forth. If any provision relating to which a blank is to be filled in, is not filled in, it is inapplicable. Section 1 - Information and Definitions 1.1 Date of Execution of the Lease: 30th day of August, 2002. 1.2 "Landlord" shall mean HERITAGE BUILDING ASSOCIATES, L.L.C., a Rhode Island Limited Liability Company, with an address of Union Trust

Spectra Systems Corp – COMMON STOCK WARRANT (October 8th, 2002)

Exhibit 4.8 NEITHER THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND NEITHER THIS WARRANT NOR ANY SECURITIES PURCHASABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS, OR EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND LAWS. Warrant No. W-B-[_______] [_______] Shares May 1, 2001 COMMON STOCK WARRANT To Purchase Shares of Common Stock of

Spectra Systems Corp – TECHNOLOGY LICENSE AND SUPPLY AGREEMENT (October 8th, 2002)

Exhibit 10.16 TECHNOLOGY LICENSE AND SUPPLY AGREEMENT THIS TECHNOLOGY LICENSE AND SUPPLY AGREEMENT (this "Agreement"), dated as of May 28, 2002 (the "Effective Date"), is between Spectra Systems Corporation, a corporation organized under the laws of the State of Delaware ("Spectra"), and De La Rue International Limited, a corporation organized under the laws of England ("Licensee"). WHEREAS, Spectra is and warrants that it is the owner of rights in certain technology and certain patent rights relating thereto and WHEREAS, Spectra is willing to grant to the Licensee and Licensee desires to acquire from Spectra an exclusive license to such technology and under such patent rights for the purpose of allowing Licensee to develop and market Products within the Field and within the Territory, NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other

Spectra Systems Corp – PHOSPHOR SUPPLY AGREEMENT (October 8th, 2002)

Exhibit 10.5 PHOSPHOR SUPPLY AGREEMENT This agreement (the "Supply Agreement"), entered into as of January l, 1999, by and among Spectra Science Corporation, a Delaware corporation having its principal place of business at 155 South Main Street, Suite 101, Providence, Rhode Island 02903 (hereinafter referred to as the "SUPPLIER"), and Technical Graphics, Inc., a New Hampshire corporation having its principal place of business at 50 Meadowbrook Industrial Drive, Milford, New Hampshire 03055 (hereinafter referred to as "TGI"), W I T N E S S E T H: WHEREAS, the SUPPLIER possesses unique research and manufacturing capabilities necessary to develop and produce new, improved phosphor materials for use in [***]; WHEREAS, in recognition of the SUPPLIER's unique capabilities with respect to research, customized materials development, and high purit

Spectra Systems Corp – THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED (October 8th, 2002)

Exhibit 4.10 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THESE SECURITIES MAY NOT BE SOLD, HEDGED, TRANSFERRED, PLEDGED, OR ASSIGNED EXCEPT: (I) PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT; OR (II) IF THE PROPOSED SALE, TRANSFER OR ASSIGNMENT MAY BE EFFECTED WITHOUT SUCH REGISTRATION AND WILL NOT BE IN VIOLATION OF APPLICABLE SECURITIES LAWS, AND THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY (IT BEING ACKNOWLEDGED THAT THE OPINION OF SACHNOFF & WEAVER, LTD SHALL BE SATISFACTORY) THAT REGISTRATION UNDER SUCH ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. No. WD(iii)-[___]

Spectra Systems Corp – License Agreement (October 8th, 2002)

Exhibit 10.15 License Agreement This Agreement is made this 4th December 2000, by and between: MediaSec Technologies LLC, a Delaware Limited Liability Company, with its business office at 321 South Main Street, Suite 100, Providence, Rhode Island 02903, and MediaSec Technologies GmbH with its business office at Berliner Platz 6-8 45127 Essen, Germany ("LICENSOR"), and Spectra Science Corporation, with its business office at 321 South Main Street, Suite 102, Providence, Rhode Island 02903 ("LICENSEE"). 1. LICENSE 1.1. LICENSOR grants, and LICENSEE accepts, a set of licenses as specified in Schedule A ("Scope of Licenses") to use LICENSOR's patents and products as specified in Schedule A ("Patent" and "Software") subject to all the terms conditions of this Agreement. 1.2. The Patent and Software are licensed for use solely for LICENSEE's product ("Product") as