LJU-III DEVELOPMENT AGREEMENT
AGREEMENT made and entered into the 1st day of December, 1995, by and between SCT Development
Venture (the "Venture"), a joint venture between LoJack Venture Corporation and Micrologic, Inc., and
Micrologic, Inc., a corporation organized and existing under the laws of the Commonwealth of Massachusetts
W I T N E S S E T H:
WHEREAS, the business of Micrologic is to provide design, engineering and manufacturing services for entities
seeking to develop and manufacture a product; and
WHEREAS, the Venture has a concept and design elements and specifications for a new self-contained
transponder technology using state of the art technology; and
WHEREAS, Micrologic and the Venture desire to enter into an agreement by which Micrologic will undertake
such engineering and development for the Venture to develop a next generation LoJack Unit (designated LJU-
III) based on such technology.
NOW, THEREFORE, in consideration of the mutual covenants expressed herein and other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:
1.1 "Cost," as incurred by Micrologic, shall mean hours spent by Micrologic employees directly on the Project at
rates in effect on January 1, 1995, and actual out-of-pocket costs, including the cost for subcontractors and
materials directly employed on the Project.
1.2 "Developed Technology" shall mean the technology resulting from the activities and efforts of Micrologic
pursuant to this Agreement.
1.3 "LoJack Patents" shall mean all United States Letters patent now owned or hereafter acquired by LoJack
Venture Corporation or its parent, LoJack Corporation.
1.4 "Know-how" shall mean confidential information which is not generally known to the public including
knowledge, techniques, processes and inventions owned, developed or acquired by and proprietary to the
Company, relating to or developed in connection with the LoJack System.