DEBENTURE PURCHASE AGREEMENT



      This Debenture Purchase Agreement (the "Agreement") is made as of the 23rd

day of April, 2002 between ULTRALIFE BATTERIES, INC., a Delaware corporation

(the "Company") and Joseph C. Abelese (the "Purchaser").



      The Company desires to issue and sell, and the Purchaser desires to buy, a

Senior Convertible Subordinated Debenture of the Company in the principal amount

of $600,000 (the "Debenture"), which Debenture will automatically convert into

shares of the Common Stock, $0.10 par value (the "Shares") of the Company at the

rate of $3.00 per share on the terms and conditions set forth in this Agreement.

The Debenture and the Shares are collectively referred to in this Agreement as

the "Securities".



      In consideration of the covenants and conditions set forth in this

Agreement, the parties agree as follows:



            1. Sale of Debenture. The Company agrees to sell, transfer and

assign to the Purchaser and, subject to and in reliance upon the

representations, warranties, terms and conditions of this Agreement, the

Purchaser agrees to purchase from the Company the Debenture.



            2. Closing. The closing of the purchase and sale of the Debenture

(the "Closing") shall be held concurrently with the execution and delivery of

this Agreement at the offices of the Company, or at any other time and place or

in such other manner to which the Company and the Purchaser may agree. At the

Closing, the Company shall issue to the Purchaser the Debenture.



            3. Representations of the Company. The Company represents, warrants

and agrees as follows:



                  (a) Neither the execution nor delivery by the Company of this

Agreement will conflict with or violate any provision of the Articles of

Incorporation, Bylaws or any agreement to which the Company is a party.



                  (b) The Debenture, when issued, sold, delivered and paid for

in accordance with the terms hereof, will be duly and validly issued, fully paid

and nonassessable, and the Shares issued on conversion of the Debenture will be

duly and validly issued, fully paid and non-assessable.



                  (c) The sale and issuance of the Debenture and the Shares in

accordance with the terms of and on the basis of the representations and

warranties set forth in this Agreement, will be exempt from the registration

requirements of the Securities Act of 1933, as amended (the "Securities Act").



                  (d) This Agreement has been duly executed and delivered by the

Company and is enforceable against the Company in accordance with its terms,

except as limited by applicable bankruptcy, insolvency, reorganization,

moratorium, fraudulent conveyance,





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fraudulent transfer, marshalling or similar laws affecting creditors' rights and

remedies generally, and general principles of equity, including without

limitation, concepts of materiality, reasonableness, good faith and fair dealing

(regardless of whether such enforceability is considered in a proceeding in

equity or at law). Except for any notice of issuance to or listing of additional

shares with NASDAQ, if required, all consents, approvals, orders or

authorizations of, or registrations, qualifications, designations or filings

with any federal or state governmental authority on the part of the Company

required in connection with the consummation of the transactions contemplated

herein have been obtained and are effective.



            4. Representations of the Purchaser. The Purchaser represents,

warrants and agrees as follows:



                  (a) It is the Purchaser's present intention to acquire the

Securities hereunder for the Purchaser's own account as principal and that the

Securities are being and will be acquired for the purpose of investment and not

with a view to distribution or resale.

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