Exhibit 10 February 13, 1996 Mr. Robert A. Carlson President NAI Technologies, Inc. 2405 Trade Centre Avenue Longmont, Colorado 80503 Dear Mr. Carlson: This note will serve as my agreement to resign as a director of NAI Technologies as of the date of...

                                                                      Exhibit 10

                                                               February 13, 1996

Xx. Xxxxxx X. Xxxxxxx
President
NAI Technologies, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx  00000

Dear Xx. Xxxxxxx:

         This note will serve as my  agreement  to resign as a  director  of NAI
Technologies as of the date of closing of the Commonwealth financing.

                                   Sincerely,

                                   Xxxx X. May