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<SEC-DOCUMENT>0001157523-07-009652.txt : 20071005
<SEC-HEADER>0001157523-07-009652.hdr.sgml : 20071005
<ACCEPTANCE-DATETIME>20071005161309
ACCESSION NUMBER:		0001157523-07-009652
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20071003
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071005
DATE AS OF CHANGE:		20071005

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ULTRALIFE BATTERIES INC
		CENTRAL INDEX KEY:			0000875657
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				161387013
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-20852
		FILM NUMBER:		071159611

	BUSINESS ADDRESS:	
		STREET 1:		2000 TECHNOLOGY PARKWAY
		CITY:			NEWARK
		STATE:			NY
		ZIP:			14513
		BUSINESS PHONE:		3153327100

	MAIL ADDRESS:	
		STREET 1:		2000 TECHNOLOGY PARKWAY
		CITY:			NEWARK
		STATE:			NY
		ZIP:			14513
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5510923.txt
<DESCRIPTION>ULTRALIFE BATTERIES, INC. 8-K
<TEXT>
                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    FORM 8-K


                           Current Report Pursuant to
           Section 13 or 15(d) of the Securities Exchange Act of 1934


                                 October 3, 2007
                                (Date of Report)


                            ULTRALIFE BATTERIES, INC.
             (Exact name of registrant as specified in its charter)



        Delaware                   000-20852                16-1387013
(State of incorporation)   (Commission File Number)       (IRS Employer
                                                        Identification No.)

    2000 Technology Parkway, Newark, New York                    14513
  (Address of principal executive offices)                    (Zip Code)

                                 (315) 332-7100
              (Registrant's telephone number, including area code)

- --------------------------------------------------------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
   Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

Item 1.01         Entry into a Material Definitive Agreement

         On October 3, 2007, Ultralife Batteries, Inc. (the "Registrant") and
its wholly-owned subsidiary, McDowell Research Co., Inc., a Delaware corporation
formerly named MR Acquisition Corporation, entered into a settlement agreement
(the "Settlement Agreement") with MRC Chargers, Ltd., a Texas limited
partnership, formerly named McDowell Research, Ltd., Thomas Hauke, Earl Martin,
Sr., James Evans, Frank Alexander, Gloria Martin, and Lillian Hauke (the
"McDowell Parties"). The Settlement Agreement resolves various disputes, issues
and claims arising out of the Asset Purchase Agreement, dated May 1, 2006, among
the Registrant, its wholly-owned subsidiary, MR Acquisition Corporation,
McDowell Research, Ltd., Thomas Hauke, Earl Martin, Sr., James Evans and Frank
Alexander (the "Asset Purchase Agreement") pursuant to which the Registrant
acquired substantially all of the assets of McDowell Research, Ltd.

         The material terms of the Settlement Agreement are as follows:

o     The parties to the Settlement Agreement agreed to reduce the stated
      purchase price, as defined in the Asset Purchase Agreement, from $25
      million to $19 million. This adjustment was made by reducing from $20
      million to $14 million the aggregate principal amount of the subordinated
      convertible promissory notes outstanding immediately prior to the
      execution of the Settlement Agreement, which notes were derived from the
      original subordinated convertible promissory note issued by the Registrant
      pursuant to the Asset Purchase Agreement.

o     The parties further agreed that the $1.5 million paid by the Registrant in
      the first quarter of 2007 against a purchase price adjustment of $3.4
      million would fully satisfy Registrant's obligations with respect to the
      purchase price adjustment.

o     The subordinated convertible promissory notes were further amended to
      increase the interest rate on the unpaid principal amount from four
      percent (4%) to five percent (5%) per annum and to obligate the Registrant
      to make a prepayment of $3.5 million on the principal amount of those
      notes on or before November 18, 2007.

o     The Settlement Agreement, including the purchase price reduction, related
      interest rate increase and claim settlement, is subject to termination
      retroactively if the Registrant fails to make the $3.5 million prepayment
      on or before November 18, 2007.

The Settlement Agreement and the form of Amended and Restated Convertible
Promissory Notes are being filed as exhibits to this current report and
reference is made to those documents for a more complete description of their
terms and conditions. A copy of the press release issued by the Registrant in
connection with this matter is attached as Exhibit 99.1 to this current report.

                                      -2-
<PAGE>

Item 9.01         Financial Statements and Exhibits

       (d)        Exhibits
                  --------

                    10.1 Settlement Agreement dated October 3, 2007, among MRC
                         Chargers, Ltd., Frank Alexander, James Evans, Thomas
                         Hauke, Earl Martin, Sr., Gloria Martin, Lillian Hauke,
                         Ultralife Batteries, Inc. and McDowell Research Co.,
                         Inc.

                    10.2(a) Form of Amended and Restated Subordinated
                         Convertible Promissory Note for Frank Alexander and
                         James Evans

                    10.2(b) Form of Amended and Restated Subordinated
                         Convertible Promissory Note for Thomas Hauke, Lillian
                         Hauke, Earl Martin, Sr. and Gloria Martin

                    99.1 Press Release dated October 5, 2007, announcing the
                         Settlement Agreement

                                      -3-
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                  ULTRALIFE BATTERIES, INC.
Date:  October 5, 2007


                                  /s/ Peter F. Comerford
                                  ----------------------------------------------
                                  Peter F. Comerford
                                  Vice President - Administration &
                                  General Counsel

                                      -4-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5510923ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                              SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT is made as of October 3, 2007 (the "Effective Date"),
by and among MRC Chargers, Ltd., a Texas limited partnership ("Seller"),
formerly named McDowell Research Ltd., Frank Alexander ("FA"), James Evans
("JE"), Thomas Hauke ("TH"), Earl Martin, Sr. ("EM"), Gloria Martin ("GM"),
Lillian Hauke ("LH"), Ultralife Batteries, Inc., a Delaware corporation ("ULB"),
and McDowell Research Co., Inc., a Delaware corporation wholly owned by ULB and
formerly named MR Acquisition Corporation ("MRCI" and together with ULB,
"Buyer").

                                    Recitals

     R.1. Seller, TH, EM, JE, FA and Buyer are parties to an Asset Purchase
Agreement, dated as of May 1, 2006 (together with the Exhibits and Schedules
thereto, the "APA"), pursuant to which Buyer purchased the Transferred Assets
from Seller on July 3, 2006 (the "Closing"). At the Closing, Buyer paid the $25
million Purchase Price for the Transferred Assets pursuant to the APA as
follows: (a) $5,000,000 by wire transfer to Seller and (b) by delivery of a $20
million subordinated convertible note to Seller in the form of APA Exhibit A
(the "Original Convertible Note"). (Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the APA.)

     R.2. On or about April 1, 2007, as requested by Seller pursuant to APA
Section 5.20, ULB issued, as successor notes to the Original Convertible Note,
six subordinated convertible promissory notes in the aggregate principal amount
of $20 million (the "Convertible Notes"). The holders and principal amounts of
the Convertible Notes immediately prior to the effectiveness of this Agreement
are, respectively, as follows: (a) FA-$500,000; (b) JE-$1,000,000;
(c)TH-$4,625,000; (d) EM-$4,625,000; (e) GM-$4,625,000; and (f)LH-$4,625,000.

     R.3. In a letter dated June 27, 2007 from Buyer's counsel Arent Fox LLP to
Seller and Seller Shareholders, Buyer made claims against Seller and Seller
Shareholders, including for (a) the reimbursement of an overpayment made by
Buyer to Seller on or about January 16, 2007 pursuant to APA Section 2.6(c) and
(b) the reduction of the aggregate principal amount of the Convertible Notes as
indemnification under APA Section 8.1 for Buyer Losses that resulted from
breaches of the APA by Seller and each of FA, JE, TH and EM ("Seller
Shareholders"), as set forth in the letter from Buyer's counsel ("Buyer's Claim
Letter").

     R.4. In a letter dated July 6, 2007 from TH to ULB's representative Philip
A. Fain, Seller and Seller Shareholders protested Buyer's claims set forth in
Buyer's Claim Letter and claimed that Buyer owes Seller a specified additional
amount pursuant to APA Section 2.6 (c) ("Seller's Response Letter").

     R.5. The Parties desire to (a) settle, release and discharge in full all
claims set forth in the Buyer's Claim Letter and Seller's Response Letter and
(b) release and discharge in full any and all claims arising from
representations and warranties in the APA and certain other claims that might
otherwise arise pursuant to the APA.

                                      -5-
<PAGE>

     Now, therefore, in consideration of the mutual benefits to be derived from
this Agreement, the representations, warranties, covenants and agreements
expressly set forth in this Agreement, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties, intending to be bound legally, represent, warrant, covenant and agree
as follows:

Section 1. General Settlement.

     (a) Purchase Price Adjustment. The Parties agree that, in consideration of
the settlement, release and discharge hereunder of all of Buyer's claims against
Seller and Seller Shareholders set forth in Buyer's Claim Letter, and on the
other terms and conditions hereof, including the release and discharge of
certain other claims and potential claims under or otherwise arising from the
APA, all as provided in Sections 2 and 3, as of the Effective Date:

     (i) the Purchase Price under the APA, including as defined in APA Section
2.6(a), shall be, and hereby is, reduced from $25 million to $19 million for all
purposes and such Purchase Price reduction shall be effected by reducing the
aggregate principal amount of the Convertible Notes, on a pro rata basis, from
$20 million to $14 million as of the Effective Date, as provided in Section
1(b);

     (ii) the Convertible Notes shall be further amended as of the Effective
Date by (1) increasing the interest rate on the unpaid principal amount of the
Convertible Notes, as reduced pursuant to Section 1.1 (a)(i), from four percent
to five percent per annum and (2) obligating ULB to make, on or before November
18, 2007, (x) a prepayment in full of $350,000 and $700,000, respectively, on
the Convertible Notes issued to FA and JE and (y) a prepayment of $2,450,000 on
the principal amount of the Convertible Notes, on a pro rata basis, issued to
TH, EM, GM and LH, all as provided in Section 1(b); and

     (iii) the final amount payable to Seller under APA Section 2.6(c) is fixed
at $1,500,000 and the Parties acknowledge and agree that Buyer paid such fixed
amount to Seller in January 2007, and as a result no claims shall be made by any
Party in respect of APA Section 2.6(c).

     (b) Amendment of Convertible Notes. To amend and restate the Convertible
Notes pursuant to Section 1(a), simultaneously with the execution and delivery
of this Agreement:

     (i) ULB is issuing and FA is accepting a successor Convertible Note dated
the Settlement Date, in the principal amount of $350,000, substantially in the
form of Exhibit A, and in exchange therefor, FA is surrendering to ULB FA's
$500,000 Convertible Note dated April 1, 2007;

                                      -6-
<PAGE>

     (ii) ULB is issuing and JE is accepting a successor Convertible Note dated
the Settlement Date, in the principal amount of $700,000, substantially in the
form of Exhibit A, and in exchange therefor, JE is surrendering to ULB JE's
$1,000,000 Convertible Note dated April 1, 2007;

     (iii) ULB is issuing and TH is accepting a successor Convertible Note dated
the Settlement Date, in the principal amount of $3,237,500, substantially in the
form of Exhibit B, and in exchange therefor, TH is surrendering to ULB TH's
$4,625,000 Convertible Noted dated April 1, 2007;

     (iv) ULB is issuing and EM is accepting a successor Convertible Note dated
the Settlement Date, in the principal amount of $3,237,500, substantially in the
form of Exhibit B, and in exchange therefor, EM is surrendering to ULB EM's
$4,625,000 Convertible Note dated April 1, 2007;

     (v) ULB is issuing and GM is accepting a successor Convertible Note dated
the Settlement Date, in the principal amount of $3,237,500, substantially in the
form of Exhibit B, and in exchange therefor, GM is surrendering to ULB GM's
$4,625,000 Convertible Note dated April 1, 2007;

     (vi) ULB is issuing and LH is accepting a successor Convertible Note dated
the Settlement Date, in the principal amount of $3,237,500, substantially in the
form of Exhibit B, and in exchange therefor, LH is surrendering to ULB LH's
$4,625,000 Convertible Note dated April 1, 2007; and

     (vii) each of Seller, FA, JE, TH, EM, GM, LH and ULB is executing and
delivering an Amendment to Subordination and Intercreditor Agreement with
JPMorgan Chase Bank, N.A., as Senior Lender Representative, dated on or about
the date hereof, substantially in the form of Exhibit C, which, in connection
with the transactions contemplated hereby, amends the Subordination and
Intercreditor Agreement dated as of July 3, 2006 among Seller, ULB and Senior
Lender Representative.

Section 2.        Release of Certain APA Claims.

     (a) Release of Seller, Seller Shareholders, GM and LH. Buyer does hereby
release, acquit and forever discharge Seller, each of Seller Shareholders, GM
and LH from any and all Released Claims.

     (b) Seller's Response Letter. Seller, each of Seller Shareholders, GM and
LH does hereby release, acquit and forever discharge Buyer from any and all
claims of Seller, one or more Seller Shareholders, GM or LH against Buyer set
forth in Seller's Response Letter, including any and all such claims under APA
Section 2.6(c).

                                      -7-
<PAGE>

Section 3. Certain Acknowledgments, Representations and Warranties. Each Party
acknowledges, represents and warranties to the other Parties that:

     (a) such Party is entering into this Agreement and consummating the
transactions contemplated hereby freely and voluntarily;

     (b) such Party has ascertained and weighed all the facts and circumstances
likely to influence the Party's judgment herein;

     (c) such Party has given due consideration to the terms and conditions
herein;

     (d) such Party has been advised by, and has had a full and fair opportunity
to review the contents of this Agreement with, the Party's counsel, and the
Party thoroughly understands and consents to all terms and conditions hereof;

     (e) such Party has full legal right, power and authority to enter into and
perform all of the Party's obligations under this Agreement, and this Agreement
has been duly executed and delivered by the Party in accordance with its terms;

     (f) this Agreement constitutes without further action by or authorization
of any other Person, a legal, valid and binding obligation of such Party
enforceable against the Party in accordance with its terms; and

     (g) neither the execution and delivery of this Agreement nor the
consummation by such Party of the transactions contemplated hereby, or
compliance by the Party any of the provisions hereof will (with or without the
giving of notice or the passage of time) (i) result in a breach of any
agreement, (ii) violate any order, writ, injunction, decree, statute, rule or
regulation applicable to the Party or any of its assets, or (iii) require the
consent, approval, permission or other authorization of any other Person.

Section 4. Continued Effectiveness of Certain Agreements. Notwithstanding the
effectiveness of this Agreement, the Registration Rights Agreement and the
Separation Agreement and Release effective as of February 26, 2007 between MRCI
and each of FA and TH shall remain in full force and effect, without change,
amendment, modification or waiver hereby. As of and after the Effective Date,
any and all obligations and liabilities of Seller, each of Seller Shareholders,
GM and LH under the APA are hereby and shall be released, acquitted and forever
discharged by Buyer, except that, notwithstanding the foregoing or anything else
herein to the contrary, the respective obligations and liabilities of Seller,
each of Seller Shareholders, GM and LH under the Continuing APA Sections shall
remain in full force and effect, without change, amendment, modification or
waiver hereby. Except as otherwise set forth in or contemplated by this
Agreement, or set forth in or contemplated by the successor Convertible Notes
referenced in Section 1, the APA shall remain in full force and effect, without
change, amendment, modification or waiver, as to the obligations and liabilities
of Buyer thereunder to the other Parties.

                                      -8-
<PAGE>

Section 5. Settlement Closing. Subject to the terms and conditions hereof, the
consummation of the transactions contemplated hereby (the "Settlement Closing")
shall take place at the offices of Arent Fox LLP, 1050 Connecticut Avenue, N.W.,
Washington, D.C. 20036, or such other place as Buyer and Seller may agree, on
the Effective Date. Notwithstanding anything herein to the contrary, the
Settlement Closing shall only be deemed to have been consummated upon the
Effective Date.

Section 6.        Non-Disparagement and Confidentiality

     (a) Except in connection with enforcing any rights or obligations under
this Agreement or under any other agreement referenced herein, including the APA
and the Convertible Notes, Seller, each Seller Shareholder, GM and LH shall
refrain from taking any action or making any statements, written or oral, which
disparage or defame the goodwill or reputation of ULB or MRCI or any of their
respective officers, agents, directors, employees and subsidiaries.

     (b) Seller, each Seller Shareholder, GM and LH shall refrain from taking
any action or making any statements, written or oral, which contain
confidential, sensitive, financial, strategic or non-public information about
ULB or MRCI or any of their respective officers, agents, directors, employees
and subsidiaries.

     (c) Except in connection with enforcing any rights or obligations under
this Agreement or under any other agreement referenced herein, including the APA
and the Convertible Notes, Buyer and Buyer's directors and officers shall
refrain from taking any action or making any statements, written or oral, which
disparage or defame the goodwill of Seller, any Seller Shareholder, GM or LH.

Section 7. Retroactive Termination of this Agreement. Notwithstanding anything
to the contrary herein, if as of 5:00 p.m. EST on November 18, 2007, any of the
$350,000, $700,000 or $2,450,000 prepayments contemplated by Section 1(a)(ii)
have not been made, any one or more of FA, JE, TH, EM, GM and LH holding a
majority in principal amount of the Convertible Notes issued pursuant to Section
1(b) shall be entitled, upon five Business Day's prior notice to Buyer, to
terminate this Agreement, provided that (a) all of the unpaid prepayments
contemplated by Section 1 (a)(ii) have not been subsequently paid before the
effectiveness of such termination and (b) all six successor Convertible Notes
issued pursuant to Section 1(b) have been surrendered to Buyer in exchange for
the Convertible Notes surrendered pursuant to Section 1(b). Upon such
termination, (a) this Agreement shall be null and void retroactively and of no
force or effect whatsoever (except as provided in this Section 7), as if it were
never entered into nor the transactions contemplated hereby ever consummated,
including the issuances of the successor Convertible Notes pursuant to Section 1
and the settlement and release of claims pursuant to Sections 1 and 2, (b) the
six Convertible Notes surrendered pursuant clause (i) through (vi) of Section
1(b) shall be reissued by Buyer to their respect holders as if they had never
been surrendered for successor Convertible Notes hereunder, and (c) all rights,
benefits, remedies, powers, covenants, obligations and liabilities of the
Parties under or otherwise in respect of the APA and the Convertible Notes
surrendered pursuant to clauses (i) through (vi) of Section 1(b) shall remain
unchanged, as though this Agreement had never been executed and effective and
the transactions contemplated hereby (other than pursuant to this Section 7) had
never been consummated.

                                      -9-
<PAGE>

Section 8. Specific Performance. Each of the Parties recognizes and affirms that
in the event of breach by any of them of any of the provisions of this
Agreement, money damages would be inadequate and no adequate remedy at law would
exist. Accordingly, each of the Parties agree that any Party shall have the
right to enforce its rights and the obligations of any other Party under this
Agreement by an action or action for specific performance, injunction or other
equitable relief to enforce or prevent any breach of the provisions of this
Agreement. The rights under this Section 8 will not be exclusive of other rights
and remedies existing in favor of an aggrieved Party, and will not be exclusive
of actions for damages, unless the court, in awarding equitable relief, awards
such relief on an exclusive basis.

Section 9. Entire Agreement. This Agreement and the other agreements expressly
referred to herein set forth the entire agreement and understanding of the
Parties in respect of the transactions contemplated hereby and supersede all
prior agreements, arrangements and understandings relating to the subject matter
hereof, including all such agreements, arrangements and understandings between
the Parties.

Section 10. Waivers and Modifications. This Agreement may be changed, extended,
superseded or canceled, only by a written instrument executed by the Parties,
and no waiver of compliance with any term or condition hereof shall be effected
unless evidenced by an instrument in writing duly executed by the proper Party.

Section 11. Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given (a) upon receipt, if
it is sent by registered or certified mail, return receipt requested, postage
prepaid, (b) two days after receipt is electronically confirmed, if sent by fax
(provided that a hard copy shall be promptly sent by first class mail), or (c)
two Business Days following deposit with a recognized national overnight courier
service for next day delivery, charges prepaid, and, in each case, addressed to
the intended recipient as set forth below:

If to Seller:                                               (d) EM
Mr. Frank Alexander                                         Mr. Earl Martin, Sr.
499 Harding Lane                                            216 Buckingham
Moody, Texas 76557                                          Hewitt, Texas 76557

If to Seller Shareholders:                                   (e) GM
(a) FA                                                       Mrs. Gloria Martin
Mr. Frank Alexander                                          216 Buckingham
499 Harding Lane                                             Hewitt, Texas 76557
Moody, Texas 76557

                                      -10-
<PAGE>

(b) JE                                                      (f) LH
Mr. James Evans                                             Mrs. Lillian Hauke
3008 Bay Shore Lane                                         99 River Ridge Drive
Suffolk, VA 23435                                           Waco, Texas 76705

                                      -11-
<PAGE>

(c) TH                                       In respect of any notice to Seller,
Mr. Thomas Hauke                             Seller Shareholders, GM or LH,
99 River Ridge Drive                         with a copy to (which shall not
Waco, Texas 76705                            constitute notice):
                                             Naman, Howell, Smith & Lee, LLP
                                             900 Washington Avenue, 7th Floor
                                             Waco Texas 76703-1470
                                             Attention:  Wesley J. Filer
                                             Fax:  (254) 754-6331


If to Buyer:                                 With a copy to (which shall not
                                             constitute notice):
Ultralife Batteries, Inc.                    Arent Fox LLP
2000 Technology Parkway                      1050 Connecticut Avenue, N.W.
Newark, New York 14513                       Washington, D.C. 20036
Attention:  Chief Executive Officer          Attention:  Carter Strong
Fax:  (315) 331-7048                         Fax:  (202) 857-6395

         Any Party may give any notice, request, demand, claim, or other
communication hereunder using any other means (including personal delivery,
expedited courier, messenger service, telecopy, telex, ordinary mail, or
electronic mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless and until it
actually is delivered to the Person for whom it is intended. Any Party may
change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other parties notice
in the manner herein set forth.

Section 12.       Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its principles of conflicts of laws.

Section 13.       No Assignment.  This Agreement shall be binding upon the
successors and permitted assigns of the Parties. No assignment of any rights or
delegation of any obligations provided for herein may be made by any Party.

Section 14.       Survival.  All of the respective representations, warranties,
acknowledgments, covenants and agreements of the Parties contained herein shall
survive the Effective Date and Settlement Closing.

Section 15. Further Assurances. If at any time Buyer or Seller shall consider or
be advised that any further agreements, assurances or other documents are
reasonably necessary or desirable to carry out the provisions hereof and the
transactions contemplated hereby, the Parties hereto shall execute and deliver
any and all such agreements or other documents, and do all things necessary or
appropriate to carry out fully the provisions hereof.

                                      -12-
<PAGE>

Section 16. Counterparts. 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.

Section 17. Facsimiles. Facsimile copies of signatures on this Agreement shall
be deemed originals for all purposes hereof and a Party may produce such copies,
without the need to produce original signatures, to prove the existence of the
Agreement on any proceeding brought hereunder.

Section 18.       Expenses.  Each Party shall pay its own costs and expenses in
connection with this Agreement.

Section 19.       Principles of Construction and Certain Definitions.

     (a) Construction of this Agreement and Certain Terms and Phrases.

     (i) The section headings contained in this Agreement are inserted for
purposes of convenience of reference only and shall not affect the meaning or
interpretation hereof.

     (ii) Unless the context of this Agreement otherwise requires, (1) words of
any gender include each other gender; (2) words using the singular or plural
number also include the plural or singular number, respectively; (3) the terms
"hereof," "herein," "hereby" and derivative or similar words refer to this
entire Agreement; and (4) the terms "Section" and "Exhibit" refer to the
specified Section and Exhibit, respectively, of this Agreement.

     (iii) The word "including" is not exclusive; if exclusion is intended, the
word "comprising" is used instead.

     (iv) The word "or" shall be construed to mean "and/or" unless the context
clearly prohibits that construction.

     (v) The Parties have participated jointly in the negotiation and drafting
of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this Agreement.

     (b) Certain Defined Terms. As used in this Agreement, the following defined
terms have the meanings ascribed to them below.

     (i) "Agreement" means this Settlement Agreement by and among the Parties,
including Exhibits A, B and C.

                                      -13-
<PAGE>

     (ii) "Business Day" means any day, other than a Saturday or Sunday, on
which commercial banking institutions in New York, New York are open for the
transaction of substantially all of their banking business.

     (iii) "Continuing APA Sections" means (1) any one or more of APA Sections
5.4 (Business Name Change) and 5.11 (Non-Competition), and (2) APA Sections
8.1(b) (Indemnification by Seller and Seller Shareholders), 8.3 (Right of
Offset), 8.4 (Indemnification Procedures), and 8.5 (Indemnification Limitations)
and APA Article X (In General), in each case with regard to such APA Sections
and APA Article X only in respect of APA Sections 5.4 and 5.11.

     (iv) "Party" means any of Seller, FA, JE, TH, EM, GM, LH and Buyer.

     (v) "Person" means an individual, a corporation, an association, a
partnership, a limited liability company, a joint stock company, an estate, a
trust and any other entity, including governmental entity or other organization.

     (vi) "Released Claims" means (1) any and all claims of Buyer set forth in
Buyer's Claim Letter, and (2) any and all other claims of Buyer including those
claims that arose before or on the Effective Date and those that, but for this
Agreement, would have arisen after the Effective Date, under or otherwise in
respect of the APA other than under or otherwise in respect of one or more
Continuing APA Sections.

                             [The remainder of this
                          page is intentionally blank]

                                      -14-
<PAGE>

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the day and year first above written.

                  MCR Chargers, Ltd.
                  By:  MCR Chargers GP, Inc. as General Partner

                       By:     /s/Thomas Hauke
                               -----------------------------------------------
                               Thomas Hauke, President


                  /s/Frank Alexander
                  ------------------------------------------------------------
                  Frank Alexander

                  /s/James Evans
                  ------------------------------------------------------------
                  James Evans

                  /s/Thomas Hauke
                  ------------------------------------------------------------
                  Thomas Hauke

                  /s/Earl Martin, Sr.
                  ------------------------------------------------------------
                  Earl Martin, Sr.

                  /s/Gloria Martin
                  ------------------------------------------------------------
                  Gloria Martin

                  /s/Lillian Hauke
                  ------------------------------------------------------------
                  Lillian Hauke



                   Ultralife Batteries, Inc.


                   By:   /s/John D. Kavazanjian
                         -----------------------------------------------------
                         John D. Kavazanjian
                         Chief Executive Officer and President

                                      -15-
<PAGE>


                    McDowell Research Co., Inc.


                    By:  /s/Peter F. Comerford
                        ------------------------------------------------------
                    Name:  Peter F. Comerford
                           ---------------------------------------------------
                    Title:  Secretary
                           ---------------------------------------------------

                                      -16-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2A
<SEQUENCE>3
<FILENAME>a5510923ex10_2a.txt
<DESCRIPTION>EXHIBIT 10.2(A)
<TEXT>
                                                                 Exhibit 10.2(a)

                  THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS RESULTED FROM
                  A DISTRIBUTION AND SPLITTING UP OF A SECURITY THAT WAS
                  ORIGINALLY ISSUED ON JULY 3, 2006, AND HAS NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF
                  SUCH SECURITY IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE
                  ASSET PURCHASE AGREEMENT, DATED AS OF MAY 1, 2006, AS AMENDED
                  AND MODIFIED FROM TIME TO TIME, BY AND AMONG MCDOWELL RESEARCH
                  LTD., THOMAS HAUKE, EARL MARTIN, SR., JAMES EVANS, FRANK
                  ALEXANDER, ULTRALIFE BATTERIES, INC. (THE "COMPANY") AND MR
                  ACQUISITION CORPORATION, AND THE COMPANY RESERVES THE RIGHT TO
                  REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS
                  HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON
                  WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED
                  BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE.

                  THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
                  NOT BE OFFERED OR SOLD EXCEPT: (i) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE ACT (ii) TO THE EXTENT
                  APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR
                  RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES),
                  OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN
                  OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
                  COMPANY, AND AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS
                  AVAILABLE,

                  ---------------------------------------------------

                              AMENDED AND RESTATED
                              --------------------
                            SUBORDINATED CONVERTIBLE
                            ------------------------
                                 PROMISSORY NOTE
                                 ---------------

         FOR VALUE RECEIVED, ULTRALIFE BATTERIES, INC., a Delaware corporation
with offices at 2000 Technology Parkway, Newark, New York 14513 (the "Company"),
hereby promises to pay to the order of [NAME OF PAYEE], who has an address of
[ADDRESS OF PAYEE], or registered assigns ("Holder") the principal sum of
[REVISED PRINCIPAL AMOUNT] Dollars ($[REVISED PRINCIPAL AMOUNT]), or such lesser
principal amount to which this Amended and Restated Note shall have been
adjusted in accordance with the provisions of the Purchase Agreement (as defined
below), together with interest thereon calculated from the date hereof, in
accordance with the provisions of this Amended and Restated Note.

<PAGE>

         This Amended and Restated Note originated from a distribution and
splitting up of the subordinated convertible promissory note that was originally
issued on July 3, 2006 pursuant to the Asset Purchase Agreement, dated as of May
1, 2006 (the "Purchase Agreement"), by and among the McDowell Research, Ltd.,
Thomas Hauke, Earl Martin, Sr., James Evans, Frank Alexander, the Company and MR
Acquisition Corporation and the applicable provisions thereof, as may be amended
by the Settlement Agreement (as defined below), are hereby incorporated herein
in full by reference. The principal amount of this Amended and Restated Note
reflects adjustments that have been made in accordance with that certain
Settlement Agreement, dated as of the date hereof, by and among MRC Chargers,
Ltd., Frank Alexander, James Evans, Thomas Hauke, Earl Martin, Sr., Gloria
Martin, Lillian Hauke, the Company and McDowell Research Co., Inc. (the
"Settlement Agreement"). The Purchase Agreement contains terms governing the
rights of the Holder of this Amended and Restated Note and the Holder is
entitled to the benefits thereof. All capitalized terms used herein and not
otherwise defined shall have the meanings given thereto in the Purchase
Agreement.

         1. Interest. Except as otherwise expressly provided herein, interest
shall accrue from July 1, 2007 through and including the date hereof on the
original unpaid principal amount of [ORIGINAL PRINCIPAL AMOUNT] outstanding at
the rate of four percent (4%) per annum. Commencing on the day after the date
hereof, interest shall accrue on the unpaid principal amount of this Amended and
Restated Note outstanding until such time as payment thereof is actually
delivered to the Holder (including after acceleration, maturity or judgment) at
the rate of five percent (5%) per annum. All interest shall be calculated on the
basis of actual days elapsed divided by a 360 day year.

         Upon the occurrence of an Event of Default, at Holder's option interest
on the outstanding principal hereunder shall accrue at a rate per annum from
time to time equal to the rate of interest then in effect on this Amended and
Restated Note plus two percent (2%) per annum. Any increase in the interest rate
shall be in addition to the Holder's other available remedies.


         2. Payments. Interest shall be due and payable quarterly in arrears of
each year that this Amended and Restated Note is outstanding, commencing on
October 1, 2007 and continuing on the first day of each calendar quarter
thereafter until the principal hereof shall have become due and payable, and on
the Maturity Date hereof.
         All unpaid accrued interest and all outstanding principal shall be due
and payable in full on or before November 18, 2007 (the "Maturity Date").

                                      -2-
<PAGE>

         3. Voluntary Prepayments. This Amended and Restated Note may be prepaid
by the Company in whole or in part at any time without prior notice to Holder.

         4. Conversion Rights.

                  (a) The Holder may convert the outstanding principal amount of
this Amended and Restated Note (or a portion of such outstanding principal
amount as provided in Section 4(c)) into fully paid and nonassessable shares of
Common Stock of the Company (the "Conversion Shares") at any time, and from time
to time, prior to the time the outstanding principal amount of this Amended and
Restated Note is paid in full (subject to the notice periods and conversion
rights related thereto described elsewhere in this Amended and Restated Note),
at the Conversion Price (defined below) then in effect (collectively, the
"Conversion Rights"); provided, however, that if the closing price of the
Company's Common Stock as quoted on Nasdaq on the Closing Date is greater than
$12.00 per share, then the Holder will be precluded from exercising the
conversion rights under this Amended and Restated Note until the first
anniversary date of this Amended and Restated Note. The initial per share
conversion price (the "Conversion Price") shall be Fifteen and no/100 Dollars
($15.00). The Conversion Price is subject to adjustment as provided in Section
5.

                  (b) The provisions of this Amended and Restated Note that
apply to conversion of the outstanding principal amount of this Amended and
Restated Note also apply to a partial conversion of this Amended and Restated
Note. The Holder is not entitled to any rights of a holder of Conversion Shares
until the Holder has converted this Amended and Restated Note (or a portion
thereof) into Conversion Shares, and only to the extent that this Amended and
Restated Note is deemed to have been converted into Conversion Shares under this
Section 4.

                  (c) To convert all or a portion of this Amended and Restated
Note, the Holder must (a) complete and sign a notice of election to convert
substantially in the form of Exhibit I hereto (each, a "Conversion Notice"), (b)
surrender this Amended and Restated Note to the Company, and (c) furnish
appropriate endorsements or transfer documents if required by the Company. The
date on which the Holder satisfies all of such requirements is the conversion
date (the "Conversion Date"). As soon as practicable, and in any event within
ten (10) business days after the Conversion Date, the Company will deliver, or
cause to be delivered, to the Holder a certificate for the number of whole
Conversion Shares issuable upon such conversion and a check for any fractional
Conversion Share determined pursuant to Section 4(d). The person in whose name
the certificate for Conversion Shares is to be registered shall become the
stockholder of record on the Conversion Date and, as of the Conversion Date, the
rights of the Holder as to this Amended and Restated Note shall cease as to the
portion thereof so converted; provided, however, that no surrender of a Amended
and Restated Note on any date when the stock transfer books of the Company shall
be closed shall be effective to constitute the person entitled to receive the
Conversion Shares upon such conversion as the stockholder of record of such
Conversion Shares on such date, but such surrender shall be effective to
constitute the person entitled to receive such Conversion Shares as the
stockholder of record thereof for all purposes at the close of business on the
next succeeding day on which such stock transfer books are open; provided
further that such conversion shall be at the Conversion Price in effect on the
date that this Amended and Restated Note shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.

                                      -3-
<PAGE>

         In the case of a partial conversion of this Amended and Restated Note,
upon such conversion, the Company shall execute and deliver to the Holder, at
the expense of the Company, a new Amended and Restated Note in an aggregate
principal amount equal to the unconverted portion of the principal amount.


                  (d) No fractional Conversion Shares shall be issued upon
exercise of the Conversion Rights. Instead of any fractional Conversion Share
which would otherwise be issuable upon conversion of this Amended and Restated
Note, the Company shall calculate and pay a cash adjustment in respect of such
fraction (calculated to the nearest 1/100th of a share) in an amount equal to
the same fraction of the Conversion Price at the close of business on the
Conversion Date.

                  (e) The issuance of certificates for Conversion Shares upon
exercise of any of the Conversion Rights shall be made without charge to the
Holder for such certificates or for any tax in respect of the issuance of such
certificates, and such certificates shall be issued in the name of, or in such
names as may be directed by, the Holder; provided, however, that in the event
that certificates for Conversion Shares are to be issued in a name or names
other than the name of the Holder, such Amended and Restated Note, when
surrendered for conversion, shall be accompanied by an instrument of transfer,
in form satisfactory to the Company, duly executed by the Holder or his duly
authorized attorney; and provided further, moreover, that the Company shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name or
names other than that of the Holder, and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid or is not applicable.

                  (f) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized and unissued Common Stock,
solely for the purpose of effecting the conversion of this Amended and Restated
Note, the full number of Conversion Shares then issuable upon the conversion in
full of this Amended and Restated Note.

         If the Company or an affiliate of the Company shall at any time after
the date hereof and prior to the conversion of this Amended and Restated Note in
full issue any rights to subscribe for shares of Common Stock or any other
securities of the Company or of such affiliate to all the stockholders of the
Company, the Holder of the unconverted portion of this Amended and Restated Note
shall be entitled, in addition to the shares of Common Stock or other securities
receivable upon the Conversion thereof, to receive such rights at the time such
rights are distributed to the other stockholders of the Company, to be
calculated on an as-converted basis.

                                      -4-
<PAGE>

         5. Adjustments to Conversion Rights.

                  (a) General. In order to prevent dilution of the rights
granted under this Amended and Restated Note, the Conversion Price and the
number of Conversion Shares shall be subject to adjustment from time to time as
provided in this Section 5(a). It is the intention of the Company that the
Conversion Price shall at all times be the lower of (i) the Conversion Price on
the date of this Amended and Restated Note and (ii) the Conversion Price
determined by adjustment pursuant to the remainder of this Section 5(a). In the
event that at any time the Common Stock of the Company shall be exchanged for,
or changed into, a different kind and/or a number of shares of stock of the
Company or of another corporation by reason of a merger, consolidation, sale of
assets, recapitalization, reclassification, stock dividend, stock split-up or
combination of shares or otherwise, then, until any further adjustment is
required, there shall be issuable upon the conversion of this Amended and
Restated Note, in lieu of each share of Common Stock of the Company or of any
other stock theretofore issued pursuant to the provisions of this Amended and
Restated Note, the kind and/or number of shares of stock for which each share of
Common Stock of the Company or such other stock shall be so exchanged, or into
which each share of Common Stock of the Company or such other stock shall be so
changed and the Conversion Price shall be automatically adjusted to a new
Conversion Price as nearly equivalent as practicable to the adjustment in shares
of stock, if by reason of such merger, consolidation, recapitalization,
reclassification or otherwise the number of issued and outstanding shares of
Common Stock of the Company shall have been exchanged for or changed into such
new shares on other than a one-to-one basis. No adjustment in the Conversion
Price shall be made for cash dividends on the shares of Common Stock of the
Company or any other stock issued upon any conversion of this Amended and
Restated Note.

                  (b) Notices. Immediately upon any adjustment of the Conversion
Price, the Company shall give written notice thereof to the Holder, setting
forth in reasonable detail and certifying the calculation of such adjustment.

         6. Company Right to Compel Conversion. Notwithstanding any other
provisions of this Amended and Restated Note, the Company shall have the right,
at the Company's sole discretion, to compel the Holder to convert this Amended
and Restated Note at any time after the 30-day average closing price of the
Company's Common Stock exceeds Seventeen and 50/100 Dollars ($17.50) per share.
In such event, the Company shall provide the Holder with written notice of
conversion, setting forth the basis upon which the conditions to compel the
conversion were satisfied. Thereafter, this Amended and Restated Note shall only
represent the right to receive the Conversion Shares and any accrued but unpaid
interest.

         7. Subordination. The Holder agrees that the payment of the principal
of and the interest on this Amended and Restated Note is expressly subordinated
to the payment of all Senior Indebtedness, to the extent and subject to the
conditions set forth in this Section 7. As used herein, the term "Senior
Indebtedness" shall mean the principal of, the interest on and the premium, if
any, on all indebtedness of the Company for money borrowed by it from any
financial institution including banks, savings institutions or insurance
companies and similar institutional lenders, and all renewals, extensions and
refundings of any such indebtedness, whether such indebtedness shall have been
incurred prior to, on, or subsequent to the date hereof, unless by the terms of
the instruments creating or evidencing any such indebtedness it is provided that
such indebtedness is not to be considered Senior Indebtedness for the purpose of
this Amended and Restated Note.

                                      -5-
<PAGE>

                  (a) No interest or principal shall be paid on this Amended and
Restated Note without the consent of the holders of all outstanding Senior
Indebtedness if, at the date fixed herein for such interest or principal
payment, the Company shall be in default of payment of principal or interest
upon such Senior Indebtedness. In the event any payment of interest or principal
hereunder shall be prohibited pursuant to this Section 7(a), such payment shall
be deemed to be deferred until the cure of all defaults in payment of principal
or interest upon the Senior Indebtedness, and the payments hereon so deferred
shall immediately become due and payable upon the cure of such defaults.

                  (b) In the event of any dissolution, winding up, liquidation
or reorganization of the Company, whether in bankruptcy, insolvency or
receivership proceedings, or upon an assignment for the benefit of creditors or
in any other marshalling of the assets and liabilities of the Company the
holders of all Senior Indebtedness shall first be entitled to receive payment in
full of such Senior Indebtedness before the Holder shall be entitled to receive
any payment upon the principal of, the interest on, or the premium, if any, on
the indebtedness evidenced by this Amended and Restated Note. Upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holder would be entitled, except for the
provisions of this Section 7, shall be made by the liquidating trustee or agent
or such person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
Holders of the Senior Indebtedness or their representatives or to the trustee or
trustees under any indenture or indentures under which any instruments
evidencing any such Senior Indebtedness may have been issued, ratably according
to the aggregate amounts remaining unpaid on account of the Senior Indebtedness
held or represented by each, to the extent necessary to pay in full all such
Senior Indebtedness remaining unpaid, after giving effect to all concurrent
payments or distributions with respect to such Senior Indebtedness.

                  (c) In the event that, notwithstanding the provisions of
Section 7(b), upon any such dissolution, or winding up, liquidation or
reorganization, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, shall be received by the
Holder before all Senior Indebtedness is paid in full, such payment or
distribution shall be paid over to the holders of such Senior Indebtedness or
their representatives, ratably as aforesaid, for the application to the payment
of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or
distribution with respect to such Senior Indebtedness.

                                      -6-
<PAGE>

                  (d) Subject to the payment in full of all Senior Indebtedness,
the Holder to the extent permitted by law, shall be subrogated to the rights of
each holder of Senior Indebtedness (to the extent of the payments or
distributions made to such holder pursuant to the provisions of Sections 7(b)
and 7(c)) to receive payments or distributions of assets of the Company
applicable to the Senior Indebtedness until the principal of, the interest on,
and the premium, if any, on this Amended and Restated Note shall be paid in
full, and each holder of Senior Indebtedness by accepting such payments or
distributions shall be deemed to have agreed to said subrogation. No payments or
distributions to the Senior Indebtedness pursuant to the provisions of Sections
7(b) and 7(c) shall, as between the Company, its creditors, other than the
holders of the Senior Indebtedness, and the Holder, be deemed to be a payment by
the Company to or on account of this Amended and Restated Note, the provisions
of this Section 7 being, and being intended, solely for the purpose of defining
the relative rights of the Holder, on the one hand, and the holders of the
Senior Indebtedness, on the other hand; and nothing contained in this Section 7
or elsewhere in this Amended and Restated Note is intended to or shall impair,
as between the Company, the Holder and the other creditors of the Company, other
than the holders of Senior Indebtedness, the obligations of the Company, which
is unconditional and absolute, to pay to the Holder as and when the same shall
become due and payable in accordance with the terms herein, or to affect the
relative rights of the Holder and the other creditors of the Company, other than
the holders of Senior Indebtedness, or to prevent the Holder from exercising all
of the remedies otherwise permitted by applicable law upon default as provided
for herein, subject to the rights, if any, under this Section 7 of the holders
of the Senior Indebtedness in respect of any cash, property or securities of the
Company received upon the exercise of any such remedy.

                  (e) In the event that this Amended and Restated Note shall be
declared due and payable before the Maturity Date because of the occurrence of a
default hereunder, the Company will give prompt notice in writing of such
happening to the holders of the Senior Indebtedness, and any and all Senior
Indebtedness shall forthwith become immediately due and payable upon demand by
the respective holders thereof regardless of the express maturity dates thereof

         Without limiting any of the foregoing, this Amended and Restated Note
is further subject to the Subordination and Intercreditor Agreement dated as of
July 3, 2006 among JP Morgan Chase Bank, N.A., Manufacturers and Traders Trust
Company, MC Chargers, Ltd., formerly named McDowell Research, Ltd., and the
Company, as amended by an Amendment to Subordination and Intercreditor Agreement
dated as of September __, 2007 among MRC Chargers, Ltd., Frank Alexander, James
Evans, Thomas Hauke, Earl Martin, Sr., Gloria Martin, Lillian Hauke and the
Company (as so amended, the "Subordination and Intercreditor Agreement"),
pursuant to which, among other things, this Amended and Restated Note and the
Company's obligations hereunder are subordinated in the manner and to the extent
set forth in the Subordination and Intercreditor Agreement to the prior payment
of certain obligations to the holders of Senior Obligations as defined therein.

         8. Events of Default.

         In the event that there shall be any Event of Default hereunder and
such Event of Default shall remain uncorrected or unremedied for a period of
more than thirty (30) days after the Company shall have received notice of such
Event of Default from the Holder, then the full unpaid principal amount of this
Amended and Restated Note, together with any accrued but unpaid interest, may,
at the option of the Holder, become immediately due and payable without further
notice by the Holder.

                                      -7-
<PAGE>

                  (a)      "Event of Default" as used in this Section 8 shall
mean and refer to any of the following:

                           (i) the failure of the Company to pay any installment
                  of interest or principal on this Amended and Restated Note
                  when and as the same shall become due and payable, whether at
                  maturity, by mandatory prepayment, by call for redemption, by
                  declaration or otherwise;

                           (ii) the failure of the Company, to pay any
                  installment of interest or principal on Senior Indebtedness
                  when and as the same shall become due and payable, unless such
                  payment shall have been deferred or waived by the terms of the
                  instruments evidencing such Senior Indebtedness or by the
                  holder thereof;

                           (iii) the failure of the Company to observe and
                  perform all of the covenants and agreements on the part of the
                  Company contained herein or in the Asset Purchase Agreement;

                           (iv) failure of any representation or warranty made
                  by the Company in the Asset Purchase Agreement to be truthful,
                  accurate or correct;

                           (v) the adjudication of the Company as a bankrupt by
                  a court of competent jurisdiction or the entry by a court of
                  competent jurisdiction of an order approving a petition
                  seeking reorganization of the Company under the federal
                  bankruptcy laws or any other applicable law or statute of the
                  United States of America or any state thereof or any other
                  jurisdiction;

                           (vi) the appointment by a court of competent
                  jurisdiction of a trustee or receiver or receivers of the
                  Company of all or any substantial part of its property upon
                  the application of any creditor in any insolvency or
                  bankruptcy proceeding or other creditor suit, unless such
                  appointment or decree or order shall be stayed upon appeal or
                  otherwise;

                           (vii) the filing by the Company of a petition of
                  involuntary bankruptcy or the making by the Company of an
                  assignment for the benefit of its creditors or the consenting
                  by the Company to the appointment of a receiver or receivers
                  for all or any substantial portion of the property of the
                  Company;

                           (viii) the filing by the Company of a petition or
                  answer seeking reorganization under the federal bankruptcy
                  laws or any other applicable law or statute of the United
                  States of America or any state thereof or jurisdiction, or the
                  filing by the Company of a petition to take advantage of any
                  debtor's act.

                                      -8-
<PAGE>

                  (b) Upon the occurrence of an Event of Default which shall
remain uncorrected or unremedied for a period of more than thirty (30) days
after the Company shall have received notice of such Event of Default from the
Holder, the Holder shall at all times have the right to institute any suit,
action or proceeding, in equity or at law, for the enforcement of rights as
provided for herein, or in aid of the exercise of any right or power granted
herein.

                  (c) This Amended and Restated Note shall be the obligation of
the Company solely and there shall be no recourse had for the payment thereof or
interest thereon against any stockholder, officer or director of the Company,
either directly or through the Company, by reason of any matter prior to the
delivery of this Amended and Restated Note, or against any present or future
officer or director of the Company, all such liability being expressly released
by the Holder and by any subsequent holders hereof by the acceptance hereof and
as part of the consideration for the issuance thereof.

         The Holder shall also have any other rights which the Holder may have
been afforded under any contract or agreement at any time and any other rights
which such holder may have pursuant to applicable law. The Company hereby waives
diligence, presentment and protest and expressly agrees that this Amended and
Restated Note, or any payment hereunder, may be extended from time to time and
that the Holder may accept security for this Amended and Restated Note or
release security for this Amended and Restated Note, all without in any way
affecting the liability of the Company hereunder.


         9. Amendment and Waiver. Except as otherwise expressly provided herein,
the provisions of this Amended and Restated Note may be amended and the Company
may take any action herein prohibited; or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written
consent of the Holder.

         10. Cancellation. After all principal and accrued interest at any time
owed on this Amended and Restated Note has been paid in full, this Amended and
Restated Note shall be surrendered to the Company for cancellation and shall not
be reissued.

         11. Payments. Unless otherwise expressly provided herein, all payments
to be made to the Holders shall be made in the lawful money of the United States
of America in immediately available funds which shall be delivered to the
address designated by the Holder.

         12. Transfer of Amended and Restated Note. This Amended and Restated
Note may be transferred only in accordance with the terms of the Asset Purchase
Agreement, and the Company shall treat the Person to whom this Amended and
Restated Note is assigned in accordance therewith for the purpose of receiving
payment and for all other purposes, and the Company shall not be affected by any
notice to the contrary.

         13. Business Days. If any payment is due, or any time period for giving
notice or taking action expires, on a day which is a Saturday, Sunday or legal
holiday in the State of New York, the payment shall be due and payable on, and
the time period shall automatically be extended to, the next business day
immediately following such Saturday, Sunday or legal holiday, and interest shall
continue to accrue at the required rate hereunder until any such payment is
made.

                                      -9-
<PAGE>

         14. Right of Offset. This Amended and Restated Note is subject to the
Buyer's right of offset pursuant to the provisions of Section 8.3 of the
Purchase Agreement, subject to any limitations on that right imposed by the
Settlement Agreement.

         15. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Amended and Restated
Note shall be given in accordance with the Purchase Agreement.

         16. New York Law. This Amended and Restated Note is intended to be
performed in the State of New York and shall be construed and enforced in
accordance with the laws of such State.

         THIS AMENDED AND RESTATED SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS
ISSUED TO [NAME OF PAYEE] IN AN AMOUNT EQUAL TO [NAME OF PAYEE'S] PRO RATA
INTEREST IN MRC CHARGERS, LTD., FORMERLY MCDOWELL RESEARCH, LTD., PURSUANT TO
THE VOLUNTARY LIQUIDATION OF THE PREVIOUS AMENDED AND RESTATED NOTE HOLDER, MRC
CHARGERS, LTD. AS SUCH AMOUNT HAS BEEN ADJUSTED PURSUANT TO THE TERMS OF THAT
CERTAIN SETTLEMENT AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG MRC
CHARGERS, LTD., FRANK ALEXANDER, JAMES EVANS, THOMAS HAUKE, EARL MARTIN, SR.,
GLORIA MARTIN, LILLIAN HAUKE, THE COMPANY AND MCDOWELL RESEARCH CO., INC.

         IN WITNESS WHEREOF, the Company has executed and delivered this Amended
and Restated Subordinated Convertible Promissory Note on October 3, 2007.


                ULTRALIFE BATTERIES, INC.


                By:
                            ---------------------------------------------
                            John D. Kavazanjian
                Title:      Chief Executive Officer


                                      -10-
<PAGE>

                                    EXHIBIT I
                            FORM OF CONVERSION NOTICE

     The undersigned hereby irrevocably elects to exercise its right, pursuant
to the Amended and Restated Subordinated Convertible Promissory Note dated
______________ (the "Amended and Restated Note") of Ultralife Batteries, Inc.
(the "Company") in the outstanding principal amount of $________, which Amended
and Restated Note is tendered herewith, to convert $__________ of the amount
outstanding under the Amended and Restated Note to shares of the common stock of
the Company (the "Shares"), all in accordance with the terms of the Amended and
Restated Note. The undersigned requests that a Certificate for such Shares be
registered in the name of ________________, whose address is
_______________________, and that such Certificate be delivered to
_______________, whose address is ______________________, [and that a
replacement Amended and Restated Note in the principal amount of $__________,
representing the balance of the principal amount outstanding thereunder after
giving effect to this conversion, be issued in the amount of $________ and
delivered to ________________, whose address is __________________].


Dated:
             -------------------------

Signature:
                 -------------------------------------------------

(Signature must conform in all respects to name of holder as specified on the
face of the Amended and Restated Note.)


- ---------------------------------------------------
- ---------------------------------------------------

- ---------------------------------------------------
(Insert Taxpayer Identification, Social Security or
Other Identifying Number of Holder)

                                      -11-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2B
<SEQUENCE>4
<FILENAME>a5510923ex10_2b.txt
<DESCRIPTION>EXHIBIT 10.2(B)
<TEXT>
                                                                 Exhibit 10.2(b)

                  THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS RESULTED FROM
                  A DISTRIBUTION AND SPLITTING UP OF A SECURITY THAT WAS
                  ORIGINALLY ISSUED ON JULY 3, 2006, AND HAS NOT BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF
                  SUCH SECURITY IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE
                  ASSET PURCHASE AGREEMENT, DATED AS OF MAY 1, 2006, AS AMENDED
                  AND MODIFIED FROM TIME TO TIME, BY AND AMONG MCDOWELL RESEARCH
                  LTD., THOMAS HAUKE, EARL MARTIN, SR., JAMES EVANS, FRANK
                  ALEXANDER, ULTRALIFE BATTERIES, INC. (THE "COMPANY") AND MR
                  ACQUISITION CORPORATION, AND THE COMPANY RESERVES THE RIGHT TO
                  REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS
                  HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON
                  WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED
                  BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE.

                  THIS AMENDED AND RESTATED NOTE HAS NOT BEEN REGISTERED UNDER
                  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
                  NOT BE OFFERED OR SOLD EXCEPT: (i) PURSUANT TO AN EFFECTIVE
                  REGISTRATION STATEMENT UNDER THE ACT (ii) TO THE EXTENT
                  APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR
                  RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES),
                  OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN
                  OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
                  COMPANY, AND AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS
                  AVAILABLE,

                  ---------------------------------------------------

                              AMENDED AND RESTATED
                              --------------------
                            SUBORDINATED CONVERTIBLE
                            ------------------------
                                 PROMISSORY NOTE
                                 ---------------

         FOR VALUE RECEIVED, ULTRALIFE BATTERIES, INC., a Delaware corporation
with offices at 2000 Technology Parkway, Newark, New York 14513 (the "Company"),
hereby promises to pay to the order of [NAME OF PAYEE], who has an address of
[ADDRESS OF PAYEE], or registered assigns ("Holder") the principal sum of Three
Million Two Hundred Thirty-Seven Thousand Five Hundred Dollars ($3,237,500), or
such lesser principal amount to which this Amended and Restated Note shall have
been adjusted in accordance with the provisions of the Purchase Agreement (as
defined below), together with interest thereon calculated from the date hereof,
in accordance with the provisions of this Amended and Restated Note.

<PAGE>

         This Amended and Restated Note originated from a distribution and
splitting up of the subordinated convertible promissory note that was originally
issued on July 3, 2006 pursuant to the Asset Purchase Agreement, dated as of May
1, 2006 (the "Purchase Agreement"), by and among the McDowell Research, Ltd.,
Thomas Hauke, Earl Martin, Sr., James Evans, Frank Alexander, the Company and MR
Acquisition Corporation and the applicable provisions thereof, as may be amended
by the Settlement Agreement (as defined below), are hereby incorporated herein
in full by reference. The principal amount of this Amended and Restated Note
reflects adjustments that have been made in accordance with that certain
Settlement Agreement, dated as of the date hereof, by and among MRC Chargers,
Ltd., Frank Alexander, James Evans, Thomas Hauke, Earl Martin, Sr., Gloria
Martin, Lillian Hauke, the Company and McDowell Research Co., Inc. (the
"Settlement Agreement"). The Purchase Agreement contains terms governing the
rights of the Holder of this Amended and Restated Note and the Holder is
entitled to the benefits thereof. All capitalized terms used herein and not
otherwise defined shall have the meanings given thereto in the Purchase
Agreement.


         1. Interest. Except as otherwise expressly provided herein, interest
shall accrue from July 1, 2007 through and including the date hereof on the
original unpaid principal amount of $4,625,000 outstanding at the rate of four
percent (4%) per annum. Commencing on the day after the date hereof, interest
shall accrue on the unpaid principal amount of this Amended and Restated Note
outstanding until such time as payment thereof is actually delivered to the
Holder (including after acceleration, maturity or judgment) at the rate of five
percent (5%) per annum. All interest shall be calculated on the basis of actual
days elapsed divided by a 360 day year.

         Upon the occurrence of an Event of Default, at Holder's option interest
on the outstanding principal hereunder shall accrue at a rate per annum from
time to time equal to the rate of interest then in effect on this Amended and
Restated Note plus two percent (2%) per annum. Any increase in the interest rate
shall be in addition to the Holder's other available remedies.


         2. Payments. Interest shall be due and payable quarterly in arrears of
each year that this Amended and Restated Note is outstanding, commencing on
October 1, 2007 and continuing on the first day of each calendar quarter
thereafter until the principal hereof shall have become due and payable, and on
the Maturity Date hereof.

All unpaid accrued interest and all outstanding principal shall be due and
payable in full on July 3, 2011 (the "Maturity Date")

         3. Voluntary and Mandatory Prepayments. This Amended and Restated Note
may be prepaid by the Company in whole or in part at any time after sixty (60)
days prior written notice to Holder (during which period Holder may exercise its
conversion rights hereunder). Notwithstanding the immediately preceding
sentence, the Company shall, on or before November 18, 2007, make a prepayment
of Six Hundred Twelve Thousand Five Hundred Dollars ($612,500) on the
outstanding principal amount hereof.

<PAGE>

         4.       Conversion Rights.

                  (a) The Holder may convert the outstanding principal amount of
this Amended and Restated Note (or a portion of such outstanding principal
amount as provided in Section 4(c)) into fully paid and nonassessable shares of
Common Stock of the Company (the "Conversion Shares") at any time, and from time
to time, prior to the time the outstanding principal amount of this Amended and
Restated Note is paid in full (subject to the notice periods and conversion
rights related thereto described elsewhere in this Amended and Restated Note),
at the Conversion Price (defined below) then in effect (collectively, the
"Conversion Rights"); provided, however, that if the closing price of the
Company's Common Stock as quoted on Nasdaq on the Closing Date is greater than
$12.00 per share, then the Holder will be precluded from exercising the
conversion rights under this Amended and Restated Note until the first
anniversary date of this Amended and Restated Note. The initial per share
conversion price (the "Conversion Price") shall be Fifteen and no/100 Dollars
($15.00). The Conversion Price is subject to adjustment as provided in Section
5.

                  (b) The provisions of this Amended and Restated Note that
apply to conversion of the outstanding principal amount of this Amended and
Restated Note also apply to a partial conversion of this Amended and Restated
Note. The Holder is not entitled to any rights of a holder of Conversion Shares
until the Holder has converted this Amended and Restated Note (or a portion
thereof) into Conversion Shares, and only to the extent that this Amended and
Restated Note is deemed to have been converted into Conversion Shares under this
Section 4.

                  (c) To convert all or a portion of this Amended and Restated
Note, the Holder must (a) complete and sign a notice of election to convert
substantially in the form of Exhibit I hereto (each, a "Conversion Notice"), (b)
surrender this Amended and Restated Note to the Company, and (c) furnish
appropriate endorsements or transfer documents if required by the Company. The
date on which the Holder satisfies all of such requirements is the conversion
date (the "Conversion Date"). As soon as practicable, and in any event within
ten (10) business days after the Conversion Date, the Company will deliver, or
cause to be delivered, to the Holder a certificate for the number of whole
Conversion Shares issuable upon such conversion and a check for any fractional
Conversion Share determined pursuant to Section 4(d). The person in whose name
the certificate for Conversion Shares is to be registered shall become the
stockholder of record on the Conversion Date and, as of the Conversion Date, the
rights of the Holder as to this Amended and Restated Note shall cease as to the
portion thereof so converted; provided, however, that no surrender of a Amended
and Restated Note on any date when the stock transfer books of the Company shall
be closed shall be effective to constitute the person entitled to receive the
Conversion Shares upon such conversion as the stockholder of record of such
Conversion Shares on such date, but such surrender shall be effective to
constitute the person entitled to receive such Conversion Shares as the
stockholder of record thereof for all purposes at the close of business on the
next succeeding day on which such stock transfer books are open; provided
further that such conversion shall be at the Conversion Price in effect on the
date that this Amended and Restated Note shall have been surrendered for
conversion, as if the stock transfer books of the Company had not been closed.

<PAGE>

         In the case of a partial conversion of this Amended and Restated Note,
upon such conversion, the Company shall execute and deliver to the Holder, at
the expense of the Company, a new Amended and Restated Note in an aggregate
principal amount equal to the unconverted portion of the principal amount.

                  (d) No fractional Conversion Shares shall be issued upon
exercise of the Conversion Rights. Instead of any fractional Conversion Share
which would otherwise be issuable upon conversion of this Amended and Restated
Note, the Company shall calculate and pay a cash adjustment in respect of such
fraction (calculated to the nearest 1/100th of a share) in an amount equal to
the same fraction of the Conversion Price at the close of business on the
Conversion Date.

                  (e) The issuance of certificates for Conversion Shares upon
exercise of any of the Conversion Rights shall be made without charge to the
Holder for such certificates or for any tax in respect of the issuance of such
certificates, and such certificates shall be issued in the name of, or in such
names as may be directed by, the Holder; provided, however, that in the event
that certificates for Conversion Shares are to be issued in a name or names
other than the name of the Holder, such Amended and Restated Note, when
surrendered for conversion, shall be accompanied by an instrument of transfer,
in form satisfactory to the Company, duly executed by the Holder or his duly
authorized attorney; and provided further, moreover, that the Company shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name or
names other than that of the Holder, and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid or is not applicable.

                  (f) The Company shall at all times reserve and keep available,
free from preemptive rights, out of its authorized and unissued Common Stock,
solely for the purpose of effecting the conversion of this Amended and Restated
Note, the full number of Conversion Shares then issuable upon the conversion in
full of this Amended and Restated Note.

         If the Company or an affiliate of the Company shall at any time after
the date hereof and prior to the conversion of this Amended and Restated Note in
full issue any rights to subscribe for shares of Common Stock or any other
securities of the Company or of such affiliate to all the stockholders of the
Company, the Holder of the unconverted portion of this Amended and Restated Note
shall be entitled, in addition to the shares of Common Stock or other securities
receivable upon the Conversion thereof, to receive such rights at the time such
rights are distributed to the other stockholders of the Company, to be
calculated on an as-converted basis.

<PAGE>

         5. Adjustments to Conversion Rights.

                  (a) General. In order to prevent dilution of the rights
granted under this Amended and Restated Note, the Conversion Price and the
number of Conversion Shares shall be subject to adjustment from time to time as
provided in this Section 5(a). It is the intention of the Company that the
Conversion Price shall at all times be the lower of (i) the Conversion Price on
the date of this Amended and Restated Note and (ii) the Conversion Price
determined by adjustment pursuant to the remainder of this Section 5(a). In the
event that at any time the Common Stock of the Company shall be exchanged for,
or changed into, a different kind and/or a number of shares of stock of the
Company or of another corporation by reason of a merger, consolidation, sale of
assets, recapitalization, reclassification, stock dividend, stock split-up or
combination of shares or otherwise, then, until any further adjustment is
required, there shall be issuable upon the conversion of this Amended and
Restated Note, in lieu of each share of Common Stock of the Company or of any
other stock theretofore issued pursuant to the provisions of this Amended and
Restated Note, the kind and/or number of shares of stock for which each share of
Common Stock of the Company or such other stock shall be so exchanged, or into
which each share of Common Stock of the Company or such other stock shall be so
changed and the Conversion Price shall be automatically adjusted to a new
Conversion Price as nearly equivalent as practicable to the adjustment in shares
of stock, if by reason of such merger, consolidation, recapitalization,
reclassification or otherwise the number of issued and outstanding shares of
Common Stock of the Company shall have been exchanged for or changed into such
new shares on other than a one-to-one basis. No adjustment in the Conversion
Price shall be made for cash dividends on the shares of Common Stock of the
Company or any other stock issued upon any conversion of this Amended and
Restated Note.

                  (b) Notices. Immediately upon any adjustment of the Conversion
Price, the Company shall give written notice thereof to the Holder, setting
forth in reasonable detail and certifying the calculation of such adjustment.

         6. Company Right to Compel Conversion. Notwithstanding any other
provisions of this Amended and Restated Note, the Company shall have the right,
at the Company's sole discretion, to compel the Holder to convert this Amended
and Restated Note at any time after the 30-day average closing price of the
Company's Common Stock exceeds Seventeen and 50/100 Dollars ($17.50) per share.
In such event, the Company shall provide the Holder with written notice of
conversion, setting forth the basis upon which the conditions to compel the
conversion were satisfied. Thereafter, this Amended and Restated Note shall only
represent the right to receive the Conversion Shares and any accrued but unpaid
interest.

         7. Subordination. The Holder agrees that the payment of the principal
of and the interest on this Amended and Restated Note is expressly subordinated
to the payment of all Senior Indebtedness, to the extent and subject to the
conditions set forth in this Section 7. As used herein, the term "Senior
Indebtedness" shall mean the principal of, the interest on and the premium, if
any, on all indebtedness of the Company for money borrowed by it from any
financial institution including banks, savings institutions or insurance
companies and similar institutional lenders, and all renewals, extensions and
refundings of any such indebtedness, whether such indebtedness shall have been
incurred prior to, on, or subsequent to the date hereof, unless by the terms of
the instruments creating or evidencing any such indebtedness it is provided that
such indebtedness is not to be considered Senior Indebtedness for the purpose of
this Amended and Restated Note.

<PAGE>

                  (a) No interest or principal shall be paid on this Amended and
Restated Note without the consent of the holders of all outstanding Senior
Indebtedness if, at the date fixed herein for such interest or principal
payment, the Company shall be in default of payment of principal or interest
upon such Senior Indebtedness. In the event any payment of interest or principal
hereunder shall be prohibited pursuant to this Section 7(a), such payment shall
be deemed to be deferred until the cure of all defaults in payment of principal
or interest upon the Senior Indebtedness, and the payments hereon so deferred
shall immediately become due and payable upon the cure of such defaults.

                  (b) In the event of any dissolution, winding up, liquidation
or reorganization of the Company, whether in bankruptcy, insolvency or
receivership proceedings, or upon an assignment for the benefit of creditors or
in any other marshalling of the assets and liabilities of the Company the
holders of all Senior Indebtedness shall first be entitled to receive payment in
full of such Senior Indebtedness before the Holder shall be entitled to receive
any payment upon the principal of, the interest on, or the premium, if any, on
the indebtedness evidenced by this Amended and Restated Note. Upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Holder would be entitled, except for the
provisions of this Section 7, shall be made by the liquidating trustee or agent
or such person making such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or otherwise, directly to the
Holders of the Senior Indebtedness or their representatives or to the trustee or
trustees under any indenture or indentures under which any instruments
evidencing any such Senior Indebtedness may have been issued, ratably according
to the aggregate amounts remaining unpaid on account of the Senior Indebtedness
held or represented by each, to the extent necessary to pay in full all such
Senior Indebtedness remaining unpaid, after giving effect to all concurrent
payments or distributions with respect to such Senior Indebtedness.

                  (c) In the event that, notwithstanding the provisions of
Section 7(b), upon any such dissolution, or winding up, liquidation or
reorganization, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, shall be received by the
Holder before all Senior Indebtedness is paid in full, such payment or
distribution shall be paid over to the holders of such Senior Indebtedness or
their representatives, ratably as aforesaid, for the application to the payment
of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness
shall have been paid in full, after giving effect to any concurrent payment or
distribution with respect to such Senior Indebtedness.

<PAGE>

                  (d) Subject to the payment in full of all Senior Indebtedness,
the Holder to the extent permitted by law, shall be subrogated to the rights of
each holder of Senior Indebtedness (to the extent of the payments or
distributions made to such holder pursuant to the provisions of Sections 7(b)
and 7(c)) to receive payments or distributions of assets of the Company
applicable to the Senior Indebtedness until the principal of, the interest on,
and the premium, if any, on this Amended and Restated Note shall be paid in
full, and each holder of Senior Indebtedness by accepting such payments or
distributions shall be deemed to have agreed to said subrogation. No payments or
distributions to the Senior Indebtedness pursuant to the provisions of Sections
7(b) and 7(c) shall, as between the Company, its creditors, other than the
holders of the Senior Indebtedness, and the Holder, be deemed to be a payment by
the Company to or on account of this Amended and Restated Note, the provisions
of this Section 7 being, and being intended, solely for the purpose of defining
the relative rights of the Holder, on the one hand, and the holders of the
Senior Indebtedness, on the other hand; and nothing contained in this Section 7
or elsewhere in this Amended and Restated Note is intended to or shall impair,
as between the Company, the Holder and the other creditors of the Company, other
than the holders of Senior Indebtedness, the obligations of the Company, which
is unconditional and absolute, to pay to the Holder as and when the same shall
become due and payable in accordance with the terms herein, or to affect the
relative rights of the Holder and the other creditors of the Company, other than
the holders of Senior Indebtedness, or to prevent the Holder from exercising all
of the remedies otherwise permitted by applicable law upon default as provided
for herein, subject to the rights, if any, under this Section 7 of the holders
of the Senior Indebtedness in respect of any cash, property or securities of the
Company received upon the exercise of any such remedy.

                  (e) In the event that this Amended and Restated Note shall be
declared due and payable before the Maturity Date because of the occurrence of a
default hereunder, the Company will give prompt notice in writing of such
happening to the holders of the Senior Indebtedness, and any and all Senior
Indebtedness shall forthwith become immediately due and payable upon demand by
the respective holders thereof regardless of the express maturity dates thereof

         Without limiting any of the foregoing, this Amended and Restated Note
is further subject to the Subordination and Intercreditor Agreement dated as of
July 3, 2006 among JP Morgan Chase Bank, N.A., Manufacturers and Traders Trust
Company, MC Chargers, Ltd., formerly named McDowell Research, Ltd., and the
Company, as amended by an Amendment to Subordination and Intercreditor Agreement
dated as of September __, 2007 among MRC Chargers, Ltd., Frank Alexander, James
Evans, Thomas Hauke, Earl Martin, Sr., Gloria Martin, Lillian Hauke and the
Company (as so amended, the "Subordination and Intercreditor Agreement"),
pursuant to which, among other things, this Amended and Restated Note and the
Company's obligations hereunder are subordinated in the manner and to the extent
set forth in the Subordination and Intercreditor Agreement to the prior payment
of certain obligations to the holders of Senior Obligations as defined therein.

         8. Events of Default.

         In the event that there shall be any Event of Default hereunder and
such Event of Default shall remain uncorrected or unremedied for a period of
more than thirty (30) days after the Company shall have received notice of such
Event of Default from the Holder, then the full unpaid principal amount of this
Amended and Restated Note, together with any accrued but unpaid interest, may,
at the option of the Holder, become immediately due and payable without further
notice by the Holder.

<PAGE>

                  (a)      "Event of Default" as used in this Section 8 shall
mean and refer to any of the following:

                           (i) the failure of the Company to pay any installment
                  of interest or principal on this Amended and Restated Note
                  when and as the same shall become due and payable, whether at
                  maturity, by mandatory prepayment, by call for redemption, by
                  declaration or otherwise;

                           (ii) the failure of the Company, to pay any
                  installment of interest or principal on Senior Indebtedness
                  when and as the same shall become due and payable, unless such
                  payment shall have been deferred or waived by the terms of the
                  instruments evidencing such Senior Indebtedness or by the
                  holder thereof;

                           (iii) the failure of the Company to observe and
                  perform all of the covenants and agreements on the part of the
                  Company contained herein or in the Asset Purchase Agreement;

                           (iv) failure of any representation or warranty made
                  by the Company in the Asset Purchase Agreement to be truthful,
                  accurate or correct;

                           (v) the adjudication of the Company as a bankrupt by
                  a court of competent jurisdiction or the entry by a court of
                  competent jurisdiction of an order approving a petition
                  seeking reorganization of the Company under the federal
                  bankruptcy laws or any other applicable law or statute of the
                  United States of America or any state thereof or any other
                  jurisdiction;

                           (vi) the appointment by a court of competent
                  jurisdiction of a trustee or receiver or receivers of the
                  Company of all or any substantial part of its property upon
                  the application of any creditor in any insolvency or
                  bankruptcy proceeding or other creditor suit, unless such
                  appointment or decree or order shall be stayed upon appeal or
                  otherwise;

                           (vii) the filing by the Company of a petition of
                  involuntary bankruptcy or the making by the Company of an
                  assignment for the benefit of its creditors or the consenting
                  by the Company to the appointment of a receiver or receivers
                  for all or any substantial portion of the property of the
                  Company;

                           (viii) the filing by the Company of a petition or
                  answer seeking reorganization under the federal bankruptcy
                  laws or any other applicable law or statute of the United
                  States of America or any state thereof or jurisdiction, or the
                  filing by the Company of a petition to take advantage of any
                  debtor's act.


                  (b) Upon the occurrence of an Event of Default which shall
remain uncorrected or unremedied for a period of more than thirty (30) days
after the Company shall have received notice of such Event of Default from the
Holder, the Holder shall at all times have the right to institute any suit,
action or proceeding, in equity or at law, for the enforcement of rights as
provided for herein, or in aid of the exercise of any right or power granted
herein.

<PAGE>

                  (c) This Amended and Restated Note shall be the obligation of
the Company solely and there shall be no recourse had for the payment thereof or
interest thereon against any stockholder, officer or director of the Company,
either directly or through the Company, by reason of any matter prior to the
delivery of this Amended and Restated Note, or against any present or future
officer or director of the Company, all such liability being expressly released
by the Holder and by any subsequent holders hereof by the acceptance hereof and
as part of the consideration for the issuance thereof.

         The Holder shall also have any other rights which the Holder may have
been afforded under any contract or agreement at any time and any other rights
which such holder may have pursuant to applicable law. The Company hereby waives
diligence, presentment and protest and expressly agrees that this Amended and
Restated Note, or any payment hereunder, may be extended from time to time and
that the Holder may accept security for this Amended and Restated Note or
release security for this Amended and Restated Note, all without in any way
affecting the liability of the Company hereunder.

         9. Amendment and Waiver. Except as otherwise expressly provided herein,
the provisions of this Amended and Restated Note may be amended and the Company
may take any action herein prohibited; or omit to perform any act herein
required to be performed by it, only if the Company has obtained the written
consent of the Holder.

         10. Cancellation. After all principal and accrued interest at any time
owed on this Amended and Restated Note has been paid in full, this Amended and
Restated Note shall be surrendered to the Company for cancellation and shall not
be reissued.

         11. Payments. Unless otherwise expressly provided herein, all payments
to be made to the Holders shall be made in the lawful money of the United States
of America in immediately available funds which shall be delivered to the
address designated by the Holder.

         12. Transfer of Amended and Restated Note. This Amended and Restated
Note may be transferred only in accordance with the terms of the Asset Purchase
Agreement, and the Company shall treat the Person to whom this Amended and
Restated Note is assigned in accordance therewith for the purpose of receiving
payment and for all other purposes, and the Company shall not be affected by any
notice to the contrary.

         13. Business Days. If any payment is due, or any time period for giving
notice or taking action expires, on a day which is a Saturday, Sunday or legal
holiday in the State of New York, the payment shall be due and payable on, and
the time period shall automatically be extended to, the next business day
immediately following such Saturday, Sunday or legal holiday, and interest shall
continue to accrue at the required rate hereunder until any such payment is
made.

<PAGE>

         14. Right of Offset. This Amended and Restated Note is subject to the
Buyer's right of offset pursuant to the provisions of Section 8.3 of the
Purchase Agreement, subject to any limitations on that right imposed by the
Settlement Agreement.

         15. Notices. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Amended and Restated
Note shall be given in accordance with the Purchase Agreement.

         16. New York Law. This Amended and Restated Note is intended to be
performed in the State of New York and shall be construed and enforced in
accordance with the laws of such State.

         THIS AMENDED AND RESTATED SUBORDINATED CONVERTIBLE PROMISSORY NOTE IS
ISSUED TO [NAME OF PAYEE] IN AN AMOUNT EQUAL TO [NAME OF PAYEE'S] PRO RATA
INTEREST IN MRC CHARGERS, LTD., FORMERLY MCDOWELL RESEARCH, LTD., PURSUANT TO
THE VOLUNTARY LIQUIDATION OF THE PREVIOUS AMENDED AND RESTATED NOTE HOLDER, MRC
CHARGERS, LTD. AS SUCH AMOUNT HAS BEEN ADJUSTED PURSUANT TO THE TERMS OF THAT
CERTAIN SETTLEMENT AGREEMENT DATED AS OF THE DATE HEREOF BY AND AMONG MRC
CHARGERS, LTD., FRANK ALEXANDER, JAMES EVANS, THOMAS HAUKE, EARL MARTIN, SR.,
GLORIA MARTIN, LILLIAN HAUKE, THE COMPANY AND MCDOWELL RESEARCH CO., INC.

         IN WITNESS WHEREOF, the Company has executed and delivered this Amended
and Restated Subordinated Convertible Promissory Note on October 3, 2007.


           ULTRALIFE BATTERIES, INC.


           By:
                       ---------------------------------------------
                       John D. Kavazanjian
           Title:      Chief Executive Officer

<PAGE>

                                    EXHIBIT I
                            FORM OF CONVERSION NOTICE

     The undersigned hereby irrevocably elects to exercise its right, pursuant
to the Amended and Restated Subordinated Convertible Promissory Note dated
______________ (the "Amended and Restated Note") of Ultralife Batteries, Inc.
(the "Company") in the outstanding principal amount of $________, which Amended
and Restated Note is tendered herewith, to convert $__________ of the amount
outstanding under the Amended and Restated Note to shares of the common stock of
the Company (the "Shares"), all in accordance with the terms of the Amended and
Restated Note. The undersigned requests that a Certificate for such Shares be
registered in the name of ________________, whose address is
_______________________, and that such Certificate be delivered to
_______________, whose address is ______________________, [and that a
replacement Amended and Restated Note in the principal amount of $__________,
representing the balance of the principal amount outstanding thereunder after
giving effect to this conversion, be issued in the amount of $________ and
delivered to ________________, whose address is __________________].


Dated:
             -------------------------

Signature:
                 -------------------------------------------------

(Signature must conform in all respects to name of holder as specified on the
face of the Amended and Restated Note.)


- ---------------------------------------------------
- ---------------------------------------------------

- ---------------------------------------------------
(Insert Taxpayer Identification, Social Security or
Other Identifying Number of Holder)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>a5510923ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

Ultralife Batteries Announces $7.9 Million Reduction in Purchase Price
                  for McDowell Research Acquisition

    NEWARK, N.Y.--(BUSINESS WIRE)--Oct. 5, 2007--Ultralife Batteries,
Inc. (NASDAQ: ULBI) has agreed with the sellers of McDowell Research
to reduce the purchase price relating to Ultralife's acquisition of
McDowell Research in July 2006. The negotiated reduction of $7.9
million reduces the total purchase price from approximately $28.4
million to $20.5 million.

    Under the May 1, 2006 acquisition agreement, Ultralife acquired
McDowell Research for a purchase price of approximately $25 million
consisting of $5 million in cash and a $20 million convertible note
held by the sellers, plus an additional $3.4 million for a purchase
price adjustment based on the value of certain assets acquired as of
the closing. In the first quarter of 2007, Ultralife paid $1.5 million
of the outstanding purchase price adjustment with $1.9 million
remaining as an accrued liability.

    Pursuant to a settlement agreement dated as of October 3, 2007
between Ultralife and the sellers of McDowell Research, the $20
million convertible note will be reduced to $14 million, the interest
rate on the note will be increased from 4% to 5% per annum, certain
claims will be settled and Ultralife will prepay $3.5 million on the
convertible note on or before November 18, 2007. Additionally,
Ultralife's remaining $1.9 million accrued liability associated with
the purchase price adjustment will be extinguished. The settlement
agreement, including the $6 million purchase price reduction, related
interest rate increase and claim settlement, is subject to termination
retroactively by sellers if the $3.5 million convertible note
prepayment is not made on or before November 18, 2007. Management
expects to fund the $3.5 million prepayment with cash from operations
and its existing credit facility.

    About Ultralife Batteries, Inc.

    Ultralife is a global provider of high-energy power solutions,
communications accessories, and engineering and technical services for
diverse applications. The company develops, manufactures and markets a
wide range of non-rechargeable and rechargeable batteries, charging
systems and accessories for markets including defense, commercial and
consumer portable electronics.

    Through its portfolio of standard products and engineered
solutions, Ultralife is at the forefront of providing the next
generation of power systems, communications accessories and technical
services. Defense, commercial and retail customers include: General
Dynamics, Raytheon, Philips Medical Systems, General Motors,
Energizer, Kidde Safety, Lowe's, Radio Shack and the national defense
agencies of the United States, United Kingdom, Germany, Australia and
New Zealand.

    Ultralife's headquarters, principal manufacturing and research
facilities, and its McDowell Research operating unit are in Newark,
New York, near Rochester. Ultralife's other operating units are:
Ultralife Batteries (UK) Ltd., in Abingdon, England; Innovative
Solutions Consulting in Hollywood, Maryland; and ABLE New Energy in
Shenzhen, China. Detailed information on Ultralife is available at:
www.ultralifebatteries.com.

    This press release may contain forward-looking statements based on
current expectations that involve a number of risks and uncertainties.
The potential risks and uncertainties that could cause actual results
to differ materially include: worsening global economic conditions,
increased competitive environment and pricing pressures, disruptions
related to restructuring actions and delays. Further information on
these factors and other factors that could affect Ultralife's
financial results is included in Ultralife's Securities and Exchange
Commission (SEC) filings, including the latest Annual Report on Form
10-K.

    Ultralife(R) and McDowell Research(R) are registered trademarks of
Ultralife Batteries, Inc.

    CONTACT: Ultralife Batteries, Inc.
             Pete Comerford, 315-332-7100
             pcomerford@ulbi.com
             or
             Investor Relations:
             Lippert/Heilshorn & Associates, Inc.
             Jody Burfening, 212-838-3777
             jburfening@lhai.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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