Exhibit 10.9 ASSET PURCHASE AGREEMENT This AGREEMENT (the "Agreement") made as of this 24th day of December, 2002, by and between MICRONETICS, INC., a Delaware corporation whose principal place of business is 26 Hampshire Drive, Hudson, NH 03051 or a...

Exhibit 10.9

ASSET PURCHASE AGREEMENT

This AGREEMENT (the "Agreement") made as of this 24th day of

December, 2002, by and between MICRONETICS, INC., a Delaware

corporation whose principal place of business is ▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or a wholly-owned subsidiary of

Micronetics, Inc. at the sole option of Micronetics, Inc.

("Micronetics" or the "Purchaser"), and MICROWAVE CONCEPTS, INC.,

a New Jersey corporation whose principal place of business is ▇▇

▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("MCI").

1. Subject Matter of and Consideration for Sale.

1.1 Assets to be Transferred. Upon the terms and

subject to all of the conditions herein contained and upon the

performance by each of the parties hereto of its obligations

hereunder, MCI agrees on the Closing Date (as hereinafter

defined) to sell, transfer, assign, convey, set over and deliver

to Micronetics and Micronetics agrees that on the Closing Date it

will purchase, acquire and accept from MCI, all of the assets of

MCI as listed on a schedule furnished to Micronetics by MCI and

attached hereto as Schedule 1.1, and its corporate name (which

MCI agrees to change after closing), and its present phone and

telecopier numbers of MCI (▇▇▇-▇▇▇-▇▇▇▇ and ▇▇▇-▇▇▇-▇▇▇▇) (the

"Assets"). MCI represents that Schedule 1.1 includes all of the

accounts receivable, inventory and other assets currently

utilized by MCI to design, manufacture and sell all of the

products of its business. The only other assets at the Premises

(defined below) are the corporate records of MCI which will be

segregated at closing and moved to a designated storage area and

removed by MCI within 45 days after the Closing Date.

1.2 Debts, Liabilities and Obligations;

Indemnification. On the Closing Date, Micronetics shall not

assume any of the debts, liabilities or obligations of MCI, other

than those set forth on Schedule 1.2 hereto. Schedule 1.2 shall

contain a list of all liabilities to be assured by Micronetics,

including any open purchase orders of MCI and invoices received

by MCI for parts to be received after the Closing that

Micronetics agrees to assume. The liabilities of MCI that

Micronetics shall not assume, include, but are not limited to,

the following:

(a) Environmental Liabilities. Any and all liabilities

and obligations arising under Environmental Laws with respect to

MCI's conduct of its business prior to the Closing or any other

business conducted by MCI at any facility at which the Assets are

currently or have been previously located. "Environmental Laws"

shall mean the Comprehensive Environmental Response, Compensation

and Liability Act of 1980, 42 U.S.C. 9601-9657 and any amendments

thereto ("CERCLA"), the Resource Conservation and Recovery Act,

42 U.S.C. 6901-6987 and any amendments thereto ("RCRA"), and any

other federal, state or local Environmental statute, regulation,

ordinance, order or rule relating to the generation, use,

treatment, disposal, discharge, ownership, operation,

transportation, presence or storage of Hazardous Materials.

"Hazardous Material" shall mean any material, waste or by

products defined as "hazardous waste" or "solid waste" under

CERLA, RCRA or any other federal, state or local statute,

regulation, ordinance, order or rule, or any other unwholesome,

toxic or radioactive material;

(b) Product Liabilities. Any and all liabilities and

obligations relating to any personal injuries or property damage

(other than damage to products) caused or alleged to have been

caused by an product shipped or services rendered by MCI prior to

the Closing, including, but not limited to, any liability for

damages alleged to have been caused by design defects,

manufacturing defects, failure to warn or negligence;

liabilities and obligations relating to (i) MCI's failure or

alleged failure to comply with applicable governmental

procurement laws, statute or regulations with respect to any

contract, and (ii) any claim by any government entity for any

charges previously paid to MCI prior to the Closing;

(d) Product Warranties. Any and all product warranties of

MCI except as provided in Paragraph 2.10 hereof.

(e) Employee Liabilities. Any and all liabilities to

employees or former employees of MCI for severance, sick pay,

vacation pay or any other obligation, except for wages of current

employees of MCI payable as stated on MCI's balance sheet at date

of closing.

(f) Loans. Any and all loans of MCI or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

including, but not limited to:

(i) The loan from ▇▇. ▇▇▇▇▇▇▇▇▇ to MCI; and

(ii) Any amount due to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or any assignee of

his for the purchase of his interest in MCI.

MCI shall indemnify and hold Micronetics harmless from and

against any and all liabilities of MCI that are not assumed by

Micronetics pursuant to this Agreement. The Premises means the

facility located at ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ currently

occupied by MCI.

1.3 Instruments of Transfer. The transfer of the

Assets shall be effected by bills of sale, assignments, drafts,

checks and other instruments of transfer and conveyance, in such

form as is reasonably satisfactory to Micronetics and MCI and

their respective counsel.

1.4 Consideration for Transfer. Micronetics, in

consideration for the purchase of the Assets and such other terms

and conditions hereof, shall pay MCI by assuming liabilities

identified on Schedule 1.2 hereof.

1.5 Closing Date. The closing under this

Agreement (the "Closing") shall take place at the offices of

MCI's counsel, on or about the first week of January, 2003 (the

"Closing Date"), unless extended (a) by up to two weeks upon the

reasonable request of either party hereto or (b) by mutual

agreement of the parties hereto.

1.6 Allocation. The Purchase Price shall be

allocated as mutually agreed upon by the parties hereto.

2. Representations and Warranties of MCI. MCI hereby

warrants and represents to Micronetics as follows:

2.1 Organization and Good Standing of MCI. MCI

is a corporation duly organized, validly existing and in good

standing under the laws of the State of New Jersey, and has the

full corporate power to carry on its business as now conducted.

MCI is entitled to own or lease and to operate the Assets now

owned or operated by it directly, and has the requisite power and

authority to consummate the transactions contemplated by this

Agreement. The execution and delivery of the Agreement and the

performance of its obligations hereunder have been duly

authorized by all requisite corporate action on the part of MCI.

MCI is duly qualified to do business and is in good standing

under the laws of each jurisdiction in which its ownership of

property or assets or the nature of business conducted therein

requires such qualification, possesses all licenses and

franchises required under Federal, state or local law to conduct

its businesses in the manner in which it is presently conducted,

all of which are freely assignable to Micronetics without the

consent of any other party.

2.2 No Breach. Except as set forth on Schedule

2.2, neither the execution or delivery of this Agreement by MCI,

nor performance hereunder will result in a violation or breach of

any term or provision, or constitute a default under any

indenture, mortgage, deed of trust or other contract, agreement,

authorization or permit to which MCI is a party or is subject.

2.3 Litigation and Claims; Compliance with

Applicable Law. (a) There is no litigation, claim, governmental

or other proceeding or investigation pending or, to the knowledge

of MCI, threatened or in prospect which will have an adverse

effect on (i) the Assets, (ii) the subject matter of this

Agreement or (iii) any action contemplated hereby or incidental

hereto.

(b) To the best of MCI's knowledge, MCI is not in

violation of any, and has been and will be as of the Closing Date

in compliance with, all provisions of any law, decree, order or

regulation applicable to the operation of its business,

including, without limitation those relating to environmental

requirements (such as air, water and noise pollution) and to

employment practices (such as discrimination, health and safety),

nor is MCI subject to any requirements to take remedial action by

reason of any violation (or to avoid in the future a violation)

of any such provision relating to the Assets.

2.4 Properties and Assets. Except as set forth

on Schedule 2.4 hereof, MCI has good and marketable title to the

Assets subject to no liens or adverse claims. Schedule 1.1 is a

complete list of all tangible properties and assets included

within the Assets. Micronetics shall have the right to inspect,

at reasonable times, the Assets during the period between

execution of this Agreement and the Closing Date.

2.5 List of Customer Accounts. Schedule 2.5

contains a true, correct and complete list of all customers of

MCI.

2.6 No Defaults or Undisclosed Liabilities. MCI

is not in default with respect to any material indebtedness or

liability, and does not know of any event which has occurred

which, upon the passage of time, will result in any such default.

Any and all liabilities of MCI not disclosed in this Agreement

and listed on Schedule 2.15 for Micronetics to assume shall be

the sole and exclusive responsibility of MCI. Except as provided

herein, in a schedule attached hereto or a document delivered

hereunder, no consent of any party to any agreement or document

is required for the execution, delivery, or performance of this

Agreement, and the consummation of the transactions contemplated

hereby will not result in a breach of or give rise to the right

of cancellation of any such agreement or document.

2.7 Insurance. MCI reasonably believes it

maintains adequate insurance on the Assets with respect to risks

normally insured against by companies similarly situated and

engaged in similar business with assets similar to the Assets.

All insurance policies maintained by MCI and the amounts of

coverage and deductible or co-insurance provisions provided in

such policies, are listed in Schedule 2.7 attached hereto, are

currently in full force and effect and are not in default and

will be in effect on the Closing Date. To MCI's knowledge, there

has been no failure to give any notice or present any claim under

such policies in timely fashion. MCI has not received any notice

providing for the termination of such insurance or that insurance

upon terms substantially the same as those currently in effect

will not be reoffered to it. No claim covered by such insurance

policies has arisen prior to the date hereof, the anticipated

loss from which is not adequately insured against (subject to any

applicable deductible or co-insurance provisions). If any of the

Assets are lost, stolen or damaged on or before Closing, which

loss, theft, damage or destruction is covered by insurance, MCI

will assign to Micronetics, at the Closing, the right to receive

such insurance proceeds, subject to a required prepayment of any

amounts owed to MCI.

2.8 Brokerage and Finder's Fees. Neither MCI nor

any affiliate of MCI has employed any broker, finder or agent,

nor has it otherwise dealt with or become in any way obligated

for any finder's, broker's, agent's or similar fee with respect

to the transactions referred to herein.

2.9 Material Misstatements or Omissions. No

representations or warranties by MCI in this Agreement nor any

document, statement, certificate or schedule furnished or to be

furnished to Micronetics pursuant hereto, or in connection with

the transactions contemplated hereby, contains or will contain

any untrue statement of a material fact, or omits or will omit to

state a material fact necessary to make the statements of facts

contained herein or therein not misleading.

2.10 Accounts Receivable of MCI; Warranty Repairs.

Schedule 2.10 attached hereto contains a true and correct

statement of the accounts receivable of MCI as of the date

hereof. The parties agree that the accounts receivable schedule

shall be updated on the Closing Date. Any warranty repairs

undertaken by Micronetics of products shipped by MCI prior to the

Closing Date shall be handled in accordance with the provisions

of Schedule 2.10(a) attached hereto.

2.11 Intangible Property. Schedule 2.11 attached

hereto contains a complete list of all of the patents, patent

licenses, patent applications, trademarks, trademark

registrations, and applications therefor, tradenames, copyrights

and copyright registrations and applications therefor and domain

names of MCI included in the Assets (the "Intangible Property").

MCI has not received any notice of infringement or other

complaint that its operations traverse or infringe the rights of

others under patents, trademarks, tradenames, copyrights, or

otherwise relating to the Assets.

2.12 Conduct of the Business of MCI Prior to the

Closing Date. MCI agrees that at all times after the date hereof

and prior to the Closing Date:

(a) the business of MCI shall be conducted in the

ordinary course of business;

(b) MCI shall not (i) dispose of, encumber or

mortgage any assets or properties listed on Schedule 1.1; (ii)

waive, release, grant or transfer any rights of value or modify

or change in any material respect any existing license, lease,

contract or other document; or (iii) enter into any contract,

agreement, commitment or arrangement with respect to any of the

foregoing;

payable or to become payable by it to any employee of MCI, or

(ii) pay or provide for any bonus, profit sharing, stock option,

pension, retirement, deferred compensation, employment or other

payment plan, agreement or arrangement for the benefit of

employees of MCI, except in the ordinary course of the

administration of its existing employment agreements and benefit

plans and;

(d) the Assets of MCI shall be maintained in the

same condition as they were on September 30, 2002, reasonable

wear and use excepted, and insurance on such properties and with

respect to the conduct of the business of MCI shall be maintained

in such amounts and of such kinds comparable to the insurance in

effect on the date hereof.

(e) MCI shall cancel all MCI credit card accounts

and MCI or any of its affiliates shall not make any additional

charges on any such accounts.

2.13 Representations and Warranties at Closing.

Unless expressly herein otherwise provided or contemplated, the

representations and warranties of MCI set forth in this Agreement

shall be true on and as of the Closing Date as though such

representations and warranties were made on and as of such date

and all such representations and warranties shall survive the

Closing. Nothing in this paragraph shall affect the obligations

and indemnities of the parties with respect to covenants and

agreements contained in this Agreement that are permitted or

required to be performed, in whole or in part, after the Closing

Date.

2.14 Indemnification. Subject to a limit of the

Purchase Price, and provided any such claim arises on or before

one year from the Closing Date, MCI agrees to indemnify, defend

and hold harmless Micronetics, its successors and legal

representatives, from all demands, claims, actions, or causes of

action, losses, damages, suits, judgments, costs and reasonable

attorneys' fees and expenses incurred by or asserted against

Micronetics by reason of any claims, obligations, debts, demands,

or liabilities arising from events occurring prior to the Closing

Date or a breach of any representations, warranties or covenants

contained in this Agreement. In addition, ▇▇▇▇▇▇▇▇▇ agrees to

indemnify Micronetics from any liabilities other than those

identified on Schedule 1.2 hereof. Micronetics shall have the

right to offset amounts due to ▇▇▇▇▇▇▇▇▇ to meet the obligations

of MCI.

2.15 Liabilities. Schedule 2.15 annexed hereto

contains a complete and accurate list of all of the liabilities

of MCI as of the date hereof. The parties agree that Schedule

2.15 shall be updated on the Closing Date. This schedule shall

identify any leases (for real estate or capital equipment) that

currently are in place.

2.16 Inventory. Schedule 2.16 annexed hereto

contains a complete and substantially accurate list of all of the

inventory (raw material, work-in-process and finished goods) of

MCI as of the date hereof.

2.17 Backlog. Schedule 2.17 annexed hereto

contains a complete and accurate list of all open orders for

shipments remaining to be made. This schedule shall be updated

as of the Closing Date.

2.18 Employees. Schedule 2.18 annexed hereto

contains a complete and accurate list of all employees and their

current rate of pay and how much pay they received from MCI, if

any, in MCI' fiscal year ended December 31, 2002. It shall also

include how long such employee has been an employee and their job

descriptions. MCI shall be responsible for any severance

obligations it has to its employees. MCI has no pension, profit-

sharing, option or other incentive or employee benefit plan

(including obligations to or customary arrangements with

employees for incentive compensation, allowances, vacations,

severance pay or other benefits) except as listed in Exhibit

2.18. MCI does not have, nor has it ever had, any pension plan

covering any of its employees.

2.19 Taxes. Except as set forth on Schedule

2.19, MCI has paid all taxes that are due and filed all returns

that were required to be filed, and MCI has not received any

notice of nonpayment or audit with respect to any such taxes.

2.20 Environmental Requirements. Except as set

forth in Schedule 2.20, MCI is in compliance in all material

respects with all laws, governmental standards, rules and

regulations applicable to it or to any of its properties in

respect to occupational health and safety laws and environmental

laws and has obtained all governmental authorizations, kept all

records and made all filings required by applicable environmental

laws with respect to emissions or discharges into the environment

and the proper disposal of any hazardous wastes, hazardous

substances, or other hazardous or toxic materials as defined in

the environmental laws. Except as set forth in Schedule 2.20,

none of the properties occupied or used by MCI has been

contaminated with any such hazardous wastes, hazardous substances

or other hazardous or toxic materials as a result of actions of

MCI or, to the knowledge of MCI, as a result of actions of any

other person or entity. Except as set forth in Schedule 2.20,

MCI has not received any notices from the United States

Environmental Protection Agency that it is a potentially

responsible party under the Comprehensive Environmental Response,

Compensation and Liability Act ("Superfund Notices"), any

citations from any governmental authority for noncompliance with

its requirements with respect to air, water or environmental

pollution, or the improper storage, use or discharge of any

hazardous waste, other waste or other substance or material

pertaining to its business ("Citations") or any written notice

from any private party alleging any such noncompliance or

impropriety; and there are no pending or unresolved Superfund

Notices, Citations or written notices from private parties

alleging any such noncompliance or impropriety.

2.21 Subsidiaries, Joint Ventures, etc. MCI has

no subsidiaries and does not own or control any stock or other

interest in any enterprise (whether or not such enterprise is a

corporation). ▇▇. ▇▇▇▇▇▇▇▇▇ has no interest in any enterprise

(whether or not such enterprise is a corporation) competitive

with that of MCI or Micronetics other than less than 1% of the

outstanding capital stock of a publicly-held corporation except

▇▇. ▇▇▇▇▇▇▇▇▇ owns MCI.

2.22 Consents. Except as set forth on Schedule

2.22, no consent of or notice to any person is required of MCI in

connection with its execution and delivery of the Agreement or

the performance of its obligations hereunder.

3. Representations and Warranties of Micronetics.

Micronetics hereby warrants and represents to and agrees with MCI

as follows:

3.1 Organization and Good Standing of

Micronetics. Micronetics is a corporation duly organized,

existing and in good standing under the laws of the State of

Delaware.

3.2 Authority of Micronetics. Micronetics has

the full corporate authority to enter into the Agreement and to

carry out the terms of the Agreement. Neither the execution nor

delivery of the Agreement, by Micronetics, nor performance

thereunder will result in a violation or breach of any term or

provision nor constitute a default under any indenture, mortgage,

deed of trust or other contract or agreement to which Micronetics

is a party. Except as provided herein or in a schedule attached

hereto, no consent of any party to any such agreement or

instrument is required for the execution, delivery or performance

of this Agreement, and the consummation of the transactions

contemplated hereby will not result in a breach of, or give rise

to a right of cancellation of, any such agreement or instrument.

3.3 Material Misstatements or Omissions. No

representations or warranties by Micronetics in this Agreement,

nor any document, statement, certificate or schedule furnished or

to be furnished MCI pursuant hereto, or in connection with the

transactions contemplated hereby, contains or will contain any

untrue statement of a material fact, or omits or will omit to

state a material fact necessary to make the statement of facts

contained herein or therein nor misleading.

3.4 Brokerage and Finder's Fees. Micronetics has

engaged the services of Heath & Company with respect to the

transactions referred to herein whose fee shall be paid by

Micronetics.

3.5 Representations and Warranties at Closing.

Except as expressly herein otherwise provided or contemplated,

the representations and warranties of Micronetics as set forth in

this Agreement shall be true on and as of the Closing Date as

though such representations and warranties were made on and as of

such date and all such representations and warranties shall

survive the Closing. Nothing in this paragraph shall affect the

obligations and indemnities of the parties with respect to

covenants and agreements contained in this Agreement that are

permitted or required to be performed, in whole or in part, after

the Closing Date.

4. Covenants of MCI and ▇▇. ▇▇▇▇▇▇▇▇▇. MCI and ▇▇.

▇▇▇▇▇▇▇▇▇ hereby covenant to Micronetics as follows:

4.1 Non-Compete. MCI and ▇▇. ▇▇▇▇▇▇▇▇▇ covenant

and agree that neither of them nor any person, firm or

corporation controlling, controlled by, or under common control

with any of them at any time during the period of two years from

and after the Closing Date within any of the states or countries

in which MCI is doing business on the Closing Date, directly or

indirectly, in any matter or under any circumstances or

conditions whatsoever, shall engage in any activity which is the

same or is directly competitive with the business of MCI on the

Closing Date.

4.2 Non-Disclosure. MCI and ▇▇. ▇▇▇▇▇▇▇▇▇ each

covenant and agree that they and any person, firm or corporation

controlling, controlled by, or under common control with any of

them shall at all times hereafter keep secret and retain in

strictest confidence, and shall not to the detriment of

Micronetics knowingly use or disclose any Proprietary Information

(as hereinafter defined) directly or indirectly to any

unauthorized person, firm or corporation. Proprietary

Information means any information as to the business affairs or

operations of MCI or Micronetics, including, without limitation,

all or part of any "know-how", trade secrets, client lists,

mailing operational methods, marketing plans or strategies,

project development, acquisition or bidding techniques or plans,

business acquisition plans, new personnel acquisition plans,

methods of construction, technical processes, designs, design

projects, inventions, developments, improvements, statistical

data and compilations, trademarks, patents, formulae, other

methods or processes, manuals, and research projects (i) not

generally known in the industry and (ii) acquired, used or

otherwise employed by Micronetics, or any client, or sub-

contractor, consultant, or any other person with which

Micronetics may do business, whether learned by MCI, heretofore

or hereafter.

4.3 Notification of Change. MCI and ▇▇.

▇▇▇▇▇▇▇▇▇ each shall promptly notify Micronetics, as soon as

either of them obtains knowledge thereof, of any fact,

circumstances or occurrences (including without limitation any

actual or threatened legal or other proceeding) which has

materially adversely affected or may materially adversely affect

any of the Assets or which might cause any of MCI's warranties

and representations in this Agreement to be or become untrue.

4.4 Employment Agreement. On the Closing Date,

▇▇▇▇▇▇▇▇▇ shall enter into an Employment Agreement with

Micronetics in the form annexed hereto as Exhibit 4.4 (the

"Employment Agreement").

4.5 Change Name; Phone Numbers. After the

Closing Date, MCI agrees to change its name from MCI and to

change its phone and telecopier numbers; it also agrees to

consent to Micronetics' use of the name "MCI" and MCI's phone and

telecopier numbers.

4.6 Compliance with Bulk Sales Law. MCI

agrees to do all things and take all actions, if any, necessary

to comply with any Bulk Sales Law applicable to the transactions

contemplated by the terms of this Agreement.

4.7 Sales Tax. MCI agrees to promptly remit all

sales tax due, if any, to the appropriate governmental authority.

5. Conditions Precedent to Micronetics'

Obligations.

5.1 The obligations of Micronetics to consummate

this Agreement shall be conditioned upon each of the following:

(a) MCI's representations and warranties

contained in this Agreement shall be true at the Closing Date as

though such representations and warranties were made at such

time.

(b) MCI shall have performed and complied with

all agreements, covenants and conditions required by this

Agreement to be performed or complied with prior to or at the

Closing, including furnishing the Schedules hereto.

under Section 5 required to be fulfilled on or before the Closing

Date.

(d) At the Closing, the Adjusted Assets of MCI

shall exceed the Adjusted Liabilities of MCI. For purposes of

this provision, the following terms shall apply:

(i) Adjusted Assets shall mean the assets of

MCI after reducing the account receivable component by 5% and

after reducing the inventory component by 50%.

(ii) Adjusted Liabilities shall mean the

liabilities of MCI as set forth in Schedule 1.2 hereof.

Agreements for creditors to settle their outstanding claims shall

have no impact on the Adjusted Liabilities.

5.2 For sixty (60) days prior to the Closing,

(the "Inspection Period"), Micronetics shall have the right to

inspect the books and records of MCI relating to the Assets being

conveyed, transferred and delivered hereunder shall have the

right to confirm the existence and ownership of the Assets. This

inspection is not for the purpose of renegotiating the sales

price of the Assets. If, during the course of, or at the

conclusion of, this Inspection Period Micronetics determines

there are facts, conditions or other matters relative to the

Assets that are unacceptable to Micronetics, neither MCI nor

Micronetics will be obligated to proceed further. The schedules

included with this Agreement upon execution shall be

substantially accurate and shall be updated at the Closing when

they shall deemed final.

5.3 Prior to the Closing, MCI shall obtain all

consents necessary to consummate this transaction and shall have

taken all other action necessary to transfer, assign, set over

and convey to Micronetics all of the Assets free and clear of any

and all claims, liabilities, liens and encumbrances of any kind.

6. MCI's Obligations at Closing. At the Closing or

thereafter as herein required, MCI shall deliver to Micronetics

the following:

(i) Bills of sale, assignments, and such other

instruments of transfer and conveyance as may be necessary or

appropriate to the sale and delivery of the Assets pursuant to

this Agreement, all free and clear of any encumbrances.

(ii) At any time and from time to time at Micronetics'

request (whether at or after the Closing and without further

consideration) such further assignments, powers of attorney, and

other instruments of conveyance and transfer as may reasonably be

required; and MCI shall take such other action as Micronetics may

reasonably request to assign, grant, convey and transfer more

effectively to Micronetics any of the Assets to be sold,

conveyed, transferred and assigned to Micronetics hereunder.

(iii) An executed copy of the Employment Agreement in

the form annexed hereto as Exhibit 4.4.

7. Micronetics' Obligations at Closing and Beyond.

(i) Micronetics shall assume the obligations

identified on Schedule 1.2.

(ii) Micronetics shall enter into the Employment

Agreement with ▇▇. ▇▇▇▇▇▇▇▇▇ substantially in the form annexed

hereto as Exhibit 4.4.

(iii) At any time and from time to time at MCI'

reasonable request (whether at or after the Closing and without

further consideration) Micronetics shall take such further acts

as may be required to more fully implement any of the provisions

of this Agreement.

(iv) Micronetics shall use its best efforts to

payoff the liabilities set forth on Schedule 1.2. In no event

shall the payoff be less than the minimum balances due on MCI's

credit card liabilities and line of credit.

(v) Micronetics agrees to pay at or prior to the

Closing any outstanding receivables it may owe to MCI provided

the condition set forth in Section 5.1(d) hereof is met.

(vi) Micronetics agrees to pay MCI any collection

of the accounts receivable of JDS Uniphase in the amount of

$52,714.34 upon receipt provided the condition set forth in

Section 5.1(d) hereof is met.

8. Micronetics' Option to Terminate.

(i) For 92 days after the Closing, in the event

the transfer of assets contemplated pursuant to Paragraph 1.1

hereof either does not occur, is reversed or there exists a

legal action of any kind that calls for the reversal of such

transfer for any reason, including the failure to obtain any

necessary consents, then Micronetics shall have the right to not

assume any of the liabilities of MCI as identified on Schedule

1.2 and to withdraw from this Agreement with no further

obligations on its part other than to retransfer any of the

Assets previously assigned to it.

9. Fees and Expenses. Each party hereto shall pay

all fees and expenses incurred by it incident to the preparation

of this Agreement, carrying this Agreement into effect, and the

consummation of the transaction contemplated hereby.

10. Notices. Any notice or communication given

pursuant hereto by any party to any party hereto shall be in

writing and delivered or mailed by registered or certified mail,

postage prepaid, as follows:

If to MCI, a copy to the following address:

Microwave Concepts, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President

with a copy to:

▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ ▇ ▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (f)
▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to Micronetics, a copy to the following:

Micronetics, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President

with a copy to:

▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇ & Associates, P.C.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

or at such other address as hereafter shall be furnished in

writing by either party to the other party hereto.

11. Entire Agreement. This Agreement and all

schedules and exhibits set forth herein, each of which is

expressly incorporated herein by this reference, constitutes the

entire agreement between the parties relating to the subject

matter hereof and supersedes and replaces all prior agreements or

understandings, whether written or oral, and sets forth all of

the representations, covenants and warranties upon which either

party is relying in entering into this transaction.

12. Original and Counterparts; Binding Effect. This

Agreement may be executed in counterparts, each of which shall be

deemed an original, and all of which together shall constitute

one and the same instrument and shall inure to the benefit of and

be binding upon the parties hereto and their respective legal

representatives, heirs, successors and assigns.

13. Applicable Law. This Agreement shall be construed

in accordance with the laws of the State of New Jersey.

14. Headings. The headings contained in this

Agreement are for reference purposes only and shall not affect

the meaning or interpretation of this Agreement.

15. Severability. If any provision of this Agreement

is found to be void or unenforceable by a court of competent

jurisdiction, the remaining provisions of this Agreement shall be

binding upon the parties with the same force and effect as though

the unenforceable part has been severed and deleted.

16. Survival. All statements contained in

certificates or other instruments delivered by or on behalf of

the parties hereto pursuant to this Agreement or in connection

with the transaction contemplated hereby shall be deemed to be

representations or warranties hereunder. The covenant contained

herein and all representations, warranties, covenants and

agreements made by the parties hereto in connection with the

Agreement shall survive the Closing until December 31, 2005, and

shall be unaffected by any investigations made by the Purchaser

or knowledge obtained as a result thereof or otherwise.

17. Arbitration. Other than injunctive relief or

specific performance as provided in Section 4, any controversy or

claim arising out of or relating to this Agreement, or the breach

thereof, shall be submitted to and settled by arbitration by the

American Arbitration Association in the State of New Hampshire in

accordance with its Commercial Arbitration Rules, and judgment

upon the award rendered by the arbitrator(s) may be entered in

any court having jurisdiction thereof. Each party thereto shall

separately bear any costs incurred by its in connection with the

prosecution or defense of the arbitration.

18. Assignment. This Agreement shall not be

assignable except that Micronetics shall have the right to assign

it rights under this agreement to a corporation wholly-owned by

it.

IN WITNESS WHEREOF, the undersigned executed this agreement

as of the date first above written.

MICRONETICS, INC.

By:________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President

MICROWAVE CONCEPTS, INC.

By:________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President

___________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (as to provisions
of Paragraphs 4 and 2.14)

Exhibit 10.9 ASSET PURCHASE AGREEMENT This AGREEMENT (the "Agreement") made as of this 24th day of December, 2002, by and between MICRONETICS, INC., a Delaware corporation whose principal place of business is 26 Hampshire Drive, Hudson, NH 03051 or a...

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