INTERNATIONAL LICENSE AGREEMENT
                               AMENDING AGREEMENT

         THIS INTERNATIONAL  LICENSE AGREEMENT AMENDING AGREEMENT made effective
as of the 1st day of JANUARY A.D. 1994


BY AND BETWEEN:


                           DRUMMOND SERVICES LIMITED,
                    a body corporate, incorporated under the
                         laws of the Republic of Cyprus
                          with its registered office at
                            16 Kryiakos Matsis Avenue
                             10th Floor, Eagle House
                                  P.O. Box 1451
                              1509 Nicosia, Cyprus

                                                 (hereinafter called "DRUMMOND")


                                     - and -

                             ROFIN SINAR LASER GmbH,
                   a corporation organized and existing under
                  the laws of the Federal Republic of Germany,
                      having a principal place of business
                     at Berzeliusstrasse 83, P.O. Box 740360
                          D-22113 Hamburg 74, Germany,

                                                    (hereinafter called "ROFIN")

WHEREAS:

         (A)      The  interest of BOREAL  LICENSING  INC. in the  International
License Agreement dated August 21, 1990 and effective as of July 1, 1990 between
BOREAL LICENSING INC. as licensor and ROFIN as licensee, has been assigned as of
December  31,  1993 to  DRUMMOND  pursuant  to Article  16.05 of that  agreement
(hereinafter referral to as the "International License Agreement");


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                                       2


         (B)      It was a condition of the aforesaid  assignment  that DRUMMOND
assume the  responsibilities  and obligations of BOREAL LICENSING INC. which are
of a  continuing  nature and which  arise out of the  agreement  between  BOREAL
LICENSING INC. and ROFIN SINAR LASER GmbH;

         (C)      ROFIN has requested an amendment of the International  License
Agreement  so  that  it  shall  have  a  license  for  medical  and   scientific
applications, uses and improvements for slab CO2 lasers and thereby be empowered
to sublicense the same pursuant to the terms and conditions of the International
License Agreement;

         (D)      In order that  ROFIN may  obtain a license as  above-mentioned
and  thereunder  be empowered to grant a sublicense  for medical and  scientific
applications  and uses for slab CO2 lasers,  up to 500 watts,  in favour of Carl
Zeiss  Stiftung  ("ZEISS") it is necessary that Boreal Laser Inc. and Carl Zeiss
Stiftung agree to amend their  agreement  dated as of April 27, 1990 and amended
March 25, 1991 (the "Zeiss  Agreement") so as to convert the exclusive rights of
Zeiss therein into non-exclusive rights;

         (E)      It is desirable  to reduce to writing the specific  details of
the parties' agreement and amendments;

NOW THEREFORE:

                  In  consideration of the covenants and premises herein recited
it is understood and agreed that the said International  License Agreement shall
be amended as follows:

1.       ARTICLE  II  LICENSE  GRANT and in  particular  Article  2.06  shall be
         amended to read as follows:

                  This Agreement shall be deemed to include, in favour of ROFIN,
                  the right to make, use,  market,  and sell Laser Units for any
                  medical and scientific  applications,  uses, and improvements,
                  including  the  right  of  sublicense  subject  to  DRUMMOND's
                  consent.

2.       ARTICLE IV  ROYALTIES  PAYMENTS  and  CHARGES  shall be amended  and in
         particular Article 4.04 shall be amended to read as follows:

                  ROFIN shall males all payments to DRUMMOND by wire transfer to
                  such bank account as DRUMMOND shall from time to time direct.

3.       ARTICLE IV ROYALTIES  PAYMENTS AND CHARGES  shall be amended to include
         the following additional subclauses:

                  4.12     In the event ROFIN  grants a  sublicense  pursuant to
                           Article 2.05 above to a  sublicensee  the amount rate
                           payable to DRUMMOND  in respect of such  sublicensing
                           shall be equal to 50% of the royalties,  sublicensing
                           fees or any other  amounts  received by ROFIN (herein
                           referred  to as  "sublicense  revenues")  under  such
                           sublicense.

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                                       3


                  4.13     ROFIN hereby  specifically  covenants to  account-for
                           and pay to DRUMMOND its share of sublicense  revenues
                           at  the  same  times  and  in  the  same   manner  as
                           contemplated   for  all  other  payments  under  this
                           Agreement.   All  rights  and  remedies   granted  to
                           DRUMMOND  under this  Agreement in respect of amounts
                           owing to DRUMMOND  shall  equally apply to DRUMMOND's
                           share of sublicensing revenues. Furthermore, the said
                           sublicense  revenues  shall not be taken into account
                           in the  calculation  of any  Minimum  Annual  Royalty
                           payable by ROFIN under this Agreement.

4.       ARTICLE  XVI  GENERAL  PROVISIONS  shall be amended  and in  particular
         Articles 16.07 and 16.09 shall be amended to read as follows:

                  16.07    The  parties  agree that the laws of the  Republic of
                           CYPRUS  shall  govern  this   International   License
                           Agreement and all amendments thereto.

                  16.09    All    notices,    requests,    demands   and   other
                           communications   shall  be  in  writing  and  mailed,
                           telexed (with confirmed  answer back)  telefaxed,  or
                           hand delivered to such party addressed:

                           if to    DRUMMOND SERVICES LIMITED
                                    16 Kryiakos Matsis Avenue
                                    10th Floor, Eagle House
                                    P.O. Box 1451
                                    1509 Nicosia, Cyprus

                                    ATTENTION:  MANAGING DIRECTOR

                           if to    ROFIN SINAR LASER GmbH,
                                    Berzeliusstrasse 83, P.O. Box 740360
                                    D-22113 Hamburg 74, Germany

                                    ATTENTION:  TECHNICAL DIRECTOR

5.       In all other respects the terms of the International  License Agreement
         as before  referenced  shall remain in full force and effect as between
         DRUMMOND  and  ROFIN.  In  particular,  and not so as to  restrict  the
         generality of the foregoing, ROFIN hereby acknowledges,  covenants, and
         agrees that:

         i)       all  monies  of  every  nature  and  kind  payable  to  BOREAL
                  LICENSING  INC.  pursuant  to the  terms of the  International
                  License  Agreement between ROFIN and the said BOREAL LICENSING
                  INC. are payable to and shall be paid to DRUMMOND;

         ii)      all privileges,  rights, and remedies vested in, available to,
                  or  possessed  by  BOREAL  LICENSING  INC.   pursuant  to  the
                  International  License  Agreement as aforesaid  are now vested
                  in, available to, and possessed by DRUMMOND.


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                                       4


6.       DRUMMOND  agrees that its consent to ROFIN's  granting a sublicense  to
         ZEISS for  industrial,  medical and scientific  applications,  uses and
         improvements for slab CO2 lasers up to 500 watts, shall be deemed given
         at such time as ZEISS and BOREAL  LASER  INC.  agree to amend the ZEISS
         Agreement  to  convert  the  exclusive   rights  of  ZEISS  therein  to
         non-exclusive rights.

                  DRUMMOND  acknowledges,  covenants,  and  agrees  that  it  is
responsible  and liable for any and all acts and/or  obligations of every nature
and kind of BOREAL LICENSING INC. as are contained in the International  License
Agreement aforesaid.  All rights, actions, and remedies of every nature and kind
which ROFIN  possessed or had as against  BOREAL  LICENSING  INC. it now has and
possesses and may enforce against DRUMMOND.

                  IN WITNESS  WHEREOF the parties  hereto have caused their duly
authorized  officers to execute  this  Agreement  as of the day,  month and year
first above referenced.

EXECUTED the 20th day                   DRUMMOND SERVICES LIMITED
of February, 1996
in Nicosia, Cyprus                      Per: Hinrich Martinen
                                             -----------------------------------


EXECUTED the 08 day                     ROFIN SINAR LASER GmbH
of February, 1996
in Hamburg West Germany                 Per: Peter Wirth
                                             -----------------------------------