TERMINATION AND PURCHASE AGREEMENT

         THIS TERMINATION AND PURCHASE  AGREEMENT (the  "Agreement") is made and
entered  into as of November 11, 2002 by and between Oryx  Technology  Corp.,  a
Delaware  corporation  ("Oryx") and Oryx Advanced Materials,  Inc., a California
corporation ("Buyer").

         WHEREAS,  Oryx  and  Buyer  have  entered  into  that  certain  License
Agreement dated as of June 1, 1999 (the "Original Agreement") as amended by that
First  Amendment  to  License  Agreement  dated as of March 1, 2002 (the  "First
Amendment" and, together with the Original Agreement, the "License Agreement").

         WHEREAS,  Oryx and Buyer desire to terminate  the License  Agreement in
its  entirety  and  provide  for the sale by Oryx to  Buyer of the  intellectual
property  that  is the  subject  of the  License  Agreement,  on the  terms  and
conditions set forth herein.

         NOW,  THEREFORE,  the parties,  intending to be legally bound, agree as
follows:

         1. Definitions. When used herein:

                  (a)  "Business"  shall mean the Intragene and related  coating
business  acquired by Buyer pursuant to the terms of that certain Asset Purchase
Agreement dated as of June 1, 1999 by and between Oryx and Buyer.

                  (b) "Marks" shall mean the trademark "Oryx  Materials" and all
trade or service mark registrations (and any applications  therefor)  associated
therewith.

                  (c)  "Patents"  shall  mean the  following  patents:  (i) U.S.
Patent 4,535,029 dated 8/13/85, (ii) U.S. Patent 4,426,423 dated 11/17/84, (iii)
U.S. Patent  4,358,506 dated 11/9/82,  (iv) U.S. Patent  4,376,806 dated 3/15/83
and (v) U.S. Patent 4,396,677 dated 8/2/83.

                  (d) "Purchased Technology" shall mean all of Oryx' proprietary
technology  relating to the Business  which has been licensed to Buyer under the
License  Agreement  including,  but not limited to, the Marks, the Patents,  the
Technical Information and the Trade Secrets.

                  (e)  "Technical  Information"  shall mean all data in written,
tangible or machine-readable form, relating to the Patents and the Trade Secrets
which has been  disclosed to Buyer by Oryx  pursuant to the terms of the License
Agreement.

                  (f)  "Trade  Secrets"  shall  mean  all of  Oryx'  inventions,
inventor's notes, copyrights,  formulae,  know-how, trade secrets,  drawings and
designs relating to the Business and licensed pursuant to the License Agreement.

         2. Sale of Purchased Technology.  Oryx and Buyer hereby agree that Oryx
shall sell to Buyer the  Purchased  Technology  for a purchase  price of seventy
thousand dollars  ($70,000),  payable in cash. Upon payment of the full purchase
price on or before  November 30,  2002,  Oryx


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shall  execute a Bill of Sale,  in  substantially  the form  attached  hereto as
Exhibit A, transferring the Purchased Technology to Buyer.

         3. Taxes. Buyer hereby agrees to pay any sales, transfer or other taxes
arising from the sale of the Purchased  Technology and shall  indemnify and hold
harmless Oryx with respect to any such taxes.

         4. Disclaimer.  THE SALE OF THE PURCHASED  TECHNOLOGY IS BEING MADE "AS
IS" AND "WHERE IS," "WITH NO WARRANTIES OR  REPRESENTATIONS  OF ANY KIND BY ORYX
TO BUYER. ORYX MAKES, AND HAS MADE, NO WARRANTIES,  EXPRESS OR IMPLIED, TO BUYER
AND BUYER HEREBY EXPRESSLY WAIVES THE IMPLIED WARRANTIES OR MERCHANTABILITY  AND
FITNESS  FOR USE, IF ANY,  AND ALL OTHER  WARRANTIES  EXPRESS OR IMPLIED.  BUYER
ACKNOWLEDGES THAT BUYER IS NOT RELYING UPON ANY REPRESENTATIONS OF ORYX AND THAT
BUYER HAS UNDERTAKEN BUYER'S OWN DUE DILIGENCE REGARDING THE QUALITY,  CONDITION
AND VALUE, IF ANY, OF THE PURCHASED TECHNOLOGY BEING SOLD HEREIN. ORYX SHALL NOT
BE LIABLE  FOR ANY  INJURY OR DAMAGE  TO BUYER,  OR TO ANY OTHER  PERSON  CAUSED
DIRECTLY OR INDIRECTLY BY THE USE OF THE PURCHASED TECHNOLOGY OR THE SALE OR USE
OF ANY  PRODUCT  INCORPORATING  SUCH  PURCHASED  TECHNOLOGY  BY BUYER;  PROVIDED
FURTHER,  THAT IN NO  EVENT  SHALL  ORYX  BE  LIABLE  TO ANY  PERSON,  FIRM,  OR
CORPORATION  FOR ANY LOSS OR INJURY TO ANY PERSON,  FIRM, OR CORPORATION FOR ANY
LOSS OR INJURY TO EARNINGS,  PROFITS, OR GOODWILL,  OR FOR ANY DIRECT,  SPECIAL,
INDIRECT,  OR  CONSEQUENTIAL  DAMAGES  ARISING OUT OF BUYER'S SALE OR USE OF ANY
PRODUCT INCORPORATING SUCH PURCHASED TECHNOLOGY.

         5. Termination of License  Agreement.  Upon receipt by Oryx of the full
purchase  price  referred  in  Section  2 above,  the  License  Agreement  shall
terminate  in its  entirety  and  neither  Oryx or Buyer  shall have any further
rights,  obligations,  remedies,  claims or causes of action  under the  License
Agreement.

         6. Miscellaneous.

                  (a) Complete Agreement.  This Agreement constitutes the entire
agreement of the parties with respect to the subject  matter  thereof and hereof
and  supercede  all prior  agreements  of the parties  and all  representations,
warranties,  undertakings and  understandings,  whether written or verbal,  made
with respect to the same subject  matter.  This  Agreement may not be changed or
modified in any manner,  orally or otherwise,  except in writing, in the form of
an amendment, duly executed by each of the parties hereto.

                  (b)  Governing  Law. This  Agreement  shall be governed by and
construed under the laws of the State of California  applied to agreements among
California   residents  entered  into  and  to  be  performed   entirely  within
California.

                  (c) Severability.  If one or more provisions of this Agreement
are held to be  unenforceable  under  applicable law, such  provisions  shall be
excluded  from  this  Agreement  and


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<PAGE>

the balance of the Agreement  shall be  interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

                  (d)  Counterparts.  This  Agreement  may be executed in two or
more counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized  representatives  as of the day and year first
written above.


                                                ORYX TECHNOLOGY CORP.


                                                By:  /s/ Philip J. Micciche
                                                   -----------------------------

                                                Name:   Philip J. Micciche
                                                     ---------------------------

                                                Title:   CEO
                                                      --------------------------


                                                ORYX ADVANCED MATERIALS, INC.


                                                By:   /s/ Victor Tan
                                                   -----------------------------

                                                Name:    Victor Tan
                                                     ---------------------------


                                                Title:   President
                                                      --------------------------


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<PAGE>

                                    EXHIBIT A

                                  Bill of Sale


<PAGE>

                                  BILL OF SALE

         THIS BILL OF SALE is made and entered  into as of November  11, 2002 by
and between  Oryx  Technology  Corp,  a Delaware  corporation  ("Oryx") and Oryx
Advanced Materials, Inc., a California corporation ("Buyer").

         A.  Buyer  and Oryx have  executed  and  delivered  a  Termination  and
Purchase Agreement, dated as of November 11, 2002 (the "Agreement"), pursuant to
which Buyer has agreed to purchase from Oryx the  intellectual  property of Oryx
related to the Business (as defined in the Agreement).

         B. This Bill of Sale is being executed and delivered in order to effect
the transfer to Buyer of the Purchased  Technology (as defined in the Agreement)
pursuant  to the terms of the  Agreement.  Terms used herein that are defined in
the  Agreement  but not  otherwise  defined  herein  shall  have the  respective
meanings assigned to them therein.

         NOW,  THEREFORE,  in  consideration  of the  premises  and for good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged:

         1. Assignment. Oryx does hereby convey, grant, bargain, sell, transfer,
assign and deliver unto Buyer, its successors and assigns, and Buyer does hereby
purchase all right,  title and interest of Oryx in and to the Purchased  Assets,
as defined in the Agreement.

                  TO HAVE AND TO HOLD all of the  properties,  assets and rights
granted and transferred hereby, with the appurtenances  thereof, unto Buyer, its
successors and assigns forever, to it and their own use and benefit.

         2.  Disclaimer.  THIS  SALE IS MADE  "AS IS"  AND  "WHERE  IS"  WITH NO
WARRANTIES OR  REPRESENTATIONS OF ANY KIND BY ORYX TO BUYER. ORYX MAKES, AND HAS
MADE, NO  WARRANTIES,  EXPRESS OR IMPLIED,  TO BUYER AND BUYER HEREBY  EXPRESSLY
WAIVES THE IMPLIED  WARRANTIES OR  MERCHANTABILITY  AND FITNESS FOR USE, IF ANY,
AND ALL OTHER WARRANTIES  EXPRESS OR IMPLIED.  BUYER  ACKNOWLEDGES THAT BUYER IS
NOT  RELYING  UPON ANY  REPRESENTATIONS  OF ORYX AND THAT  BUYER HAS  UNDERTAKEN
BUYER'S OWN DUE DILIGENCE REGARDING THE QUALITY, CONDITION AND VALUE, IF ANY, OF
THE PURCHASED TECHNOLOGY BEING SOLD HEREUNDER.

         3. Further Assurances.  Oryx for itself and its successors and assigns,
does hereby  covenant with Buyer,  its successor and assigns,  that Oryx and its
successors and assigns will do, execute,  acknowledge and deliver, or will cause
to be done,  executed,  acknowledged and delivered all such further acts, deeds,
bills of sale,  transfers,  assignments  and  conveyances,  powers of  attorney,
conveying  and  confirming  unto Buyer,  its  successors  and  assigns,  all and
singular,  the properties  hereby  granted,  sold,  assigned,  transferred,  and
conveyed  as  Buyer,  its  successors  or  assigns,  shall  reasonably  require,
provided,  however, that the Buyer, its successors and assigns shall prepare all
necessary documentation at its own cost and expense.


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<PAGE>

         4.  Counterparts.  This  Bill  of  Sale  is  executed  pursuant  to the
Agreement and may be simultaneously  executed in two or more counterparts,  each
of which as so executed shall be deemed to be an original and such  counterparts
together shall constitute one and the same instrument.


         IN WITNESS WHEREOF,  Oryx and Buyer have caused this Bill of Sale to be
executed on and as of the day and year first above written.


                                                ORYX TECHNOLOGY CORP.

                                                By:  /s/ Philip J. Micciche
                                                   -----------------------------

                                                Name:   Philip J. Micciche
                                                     ---------------------------

                                                Title:   CEO
                                                      --------------------------

                                                ORYX ADVANCED MATERIALS, INC.

                                                By:   /s/ Victor Tan
                                                   -----------------------------

                                                Name:    Victor Tan
                                                     ---------------------------

                                                Title:   President
                                                      --------------------------

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