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 closing of the Commonwealth financing.

                                   Sincerely,

                                   John M. May