EXHIBIT 10.28.2 GENERAL DYNAMICS Armament and Technical Products September 23, 2003 In response reply to 03DAP09-0025 American Technology Corporation 13114 Evening Creek Drive S. San Diego, CA 92128 USA Attention: Terry Conrad/Carl Gruenler Reference:...

                                                                 EXHIBIT 10.28.2

GENERAL DYNAMICS
Armament and Technical Products

September 23, 2003
In response reply to 03DAP09-0025

American Technology Corporation
00000 Xxxxxxx Xxxxx Xxxxx X.
Xxx Xxxxx, XX 00000 XXX

Attention: Xxxxx Xxxxxx/Xxxx Xxxxxxxx

Reference: License and Remarketer Agreement between American Technology
Corporation ("ATC") and Bath Iron Works Corporation (BIW), dated February 13,
2003 ("License").

Effective September 4, 2003, the referenced License was assigned, pursuant to
Article 13(e) therein, from BIW to its Affiliate, General Dynamics Armament and
Technical Products, Inc., located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxx
00000-0000 ("GDATP").

Pursuant to Article 13(i) of the License, GDATP requests all future notices be
delivered to:

     Director of Contracts
     General Dynamics Armament and Technical Products, Inc.
     000 Xxxxxxxx Xxxxxx
     Xxxxxxxxxx, Xxxxxxx 00000-0000     Fax: (000) 000-0000

With a copy to:

     General Counsel
     General Dynamics Armament and Technical Products, Inc.
     000 Xxxxxxxx Xxxxxx
     Xxxxxxxxxx, Xxxxxxx 00000-0000     Fax: (000) 000-0000

Please direct any questions to the undersigned.

Sincerely,


/s/ Xxxxx X. Xxxxxxx

Xxxxx X. Xxxxxxx
Manager, Contracts Operations