Dated the 21st day of August, 1990.

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



                              BOREAL LICENSING INC.

                                     - and -

                             ROFIN SINAR LASER GmbH




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

                              INTERNATIONAL LICENSE

                                    AGREEMENT

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




                             CRUICKSHANK, KARVELLAS,
                               LAYTON & CONNAUTON
                            Barristers and Solicitors
                           Patent and Trademark Agents
                          #300 Albrumac Business Centre
                                8657 - 51 Avenue
                            Edmonton, Alberta T6E 6A8
                                     CANADA

                           #1500, Bow Valley Square IV
                                250 - 6th Avenue
                            Calgary, Alberta T2P 3H7
                                     CANADA

                         SOLICITOR'S FILE: 9685-01/MPJK
                                   4441F/0047I


<PAGE>


                       I N D E X   O F   A R T I C L E S
                       ---------------------------------

<TABLE>
<CAPTION>
ARTICLE                             DESCRIPTION                                                         PAGE NO.
-------                             -----------                                                         --------
<S>                   <C>                                                                                  <C>
ARTICLE I             DEFINITIONS...........................................................................2
ARTICLE II            LICENSE GRANT.........................................................................4
ARTICLE III           TERM OF AGREEMENT AND TERMINATION.....................................................6
ARTICLE IV            ROYALTIES, PAYMENTS AND CHARGES.......................................................7
ARTICLE V             DELIVERY.............................................................................11
ARTICLE VI            TECHNICAL SUPPORT BY BOREAL..........................................................11
ARTICLE VII           RELATED PATENTS......................................................................11
ARTICLE VIII          PROSECUTION OF THE CORRESPONDING PATENTS.............................................12
ARTICLE IX            WARRANTY OF NO INFRINGEMENT CLAIMS BY THIRD
                      PARTIES..............................................................................12
ARTICLE X             INFRINGEMENT OF THE LICENSED PATENTS.................................................13
ARTICLE XI            DENTAL LASER SYSTEM JOINT DEVELOPMENT................................................13
ARTICLE XII           OWNERSHIP OF LICENSED PATENTS, PROPRIETARY AND
                      CONFIDENTIAL INFORMATION ............................................................14
ARTICLE XIII          EVENTS OF DEFAULT:  REMEDIES.........................................................14
ARTICLE XIV           RECORDS, REPORTS AND AUDITS..........................................................15
ARTICLE XV            PATENT MAINTENANCE...................................................................15
ARTICLE XVI           GENERAL PROVISIONS...................................................................15
                      EXECUTION............................................................................19
</TABLE>







<PAGE>


                         INTERNATIONAL LICENSE AGREEMENT
                         -------------------------------

         THIS INTERNATIONAL  LICENSE AGREEMENT made effective as of this 1st day
of July, 1990.

BY AND BETWEEN:

                    BOREAL  LICENSING  INC.,  a  corporation
                    organized and existing under the laws of
                    the  Province of  Alberta,  and having a
                    principal  place of  business at 10328 -
                    133 Street,  Edmonton,  Alberta, Canada,
                    T5N 1Z9 (herein called "Boreal"),

                                     - and -

                    ROFIN SINAR LASER  GmbH,  a  corporation
                    organized and existing under the laws of
                    West Germany,  having a principal  place
                    of business at Berzeliusstrasse 87, P.O.
                    Box  740360,  D-2000  Hamburg  74,  West
                    Germany, (herein called "Rofin"),

WHEREAS:

A.   Dr. John Tulip has invented a certain laser technology  described in United
States Patent  #4,719,639,  Carbon Dioxide Slab Laser,  issued January 12, 1988,
relating  to the  design of a carbon  dioxide  slab laser as  described  in said
patent;

B.   Dr.  John Tulip has also  effected  corresponding  patent  applications  in
Canada, Japan and Europe.

C.   Boreal Laser Inc. has acquired by assignment from Dr. John Tulip his entire
right,  title  and  interest  to  said  patent  and  the  corresponding   patent
applications.

D.   Dr. John Tulip has invented certain  additional  technology  related to the
design of carbon  dioxide slab lasers  related to said patent which he wishes to
protect by means of patent  applications  in the United States,  Canada,  Japan,
Europe,  and in  other  jurisdictions.

E.   Boreal Laser Inc. has acquired by assignment from Dr. John Tulip his entire
right,  title and interest to said related  patents  including the right to make
applications therefore in any patent office.


<PAGE>

                                     - 2 -

F.   Boreal  Laser Inc.  has granted an  exclusive  license to Carl Zeiss Canada
Limited ("Zeiss") under the said patent and  corresponding  patents for medical,
scientific and veterinary applications only.

G.   Except for the Zeiss Agreement,  Boreal Laser Inc. has granted the sole and
exclusive right to license the said patent, corresponding patents and additional
related technology to Boreal which right includes the right to grant the present
license to Rofin  including  the right of  sublicense  as granted  hereunder  to
Rofin.

H.   Rofin  wishes to acquire an exclusive  license to make,  use and sell laser
units as come  within the scope of the said  patent,  corresponding  patents and
related patents for industrial  applications,  certain dental  applications  and
certain military or aerospace  applications as more  specifically set out herein
but excluding any license to make, use or sell any such laser units for medical,
scientific and veterinary applications.

I.   Boreal is desirous of granting an exclusive  license to Rofin to make,  use
and sell laser units as come within the scope of the said patent,  corresponding
patents or any related  patents on the terms set out herein and represents  that
it is entitled to grant such exclusive license.

J.   Rofin is desirous of undertaking  responsibility for the manufacture,  use,
marketing,   sale,  installation  and  servicing  of  the  laser  units  in  the
Territories as set out herein.

K.   Rofin represents that it has sufficient facilities, resources and personnel
in the Territories to properly and adequately  manufacture,  use, market,  sell,
install and service the laser  units  within the  Territory,  and to perform its
obligations  under  this  Agreement,  and  is  not  precluded  by  any  existing
arrangement, contractual or otherwise, from entering into this Agreement.

L.   Boreal and Rofin wish to formalize their  preliminary  agreement made April
25, 1990 and attached hereto as Exhibit "B".

     NOW  THEREFORE,  for and in  consideration  of the  covenants  and premises
herein recited, it is understood and agreed as follows:



                             ARTICLE I DEFINITIONS
                             ---------------------

1.01        In this Agreement including this Article:

      (a)   "Affiliated  Company"  shall mean and  include  any company or legal
            entity  at least  twenty-five  (25%)  percent  of whose  outstanding
            equity or equity stock is now or hereafter  owned or  controlled  by
            Rofin,  either directly or indirectly;  Siemens  Aktiengesellschaft,
            Munich, West Germany; and any company or other legal entity at least
            fifty (50%) percent of whose  outstanding  equity or equity stock is
            now or hereafter owned or controlled by Siemens  Aktiengesellschaft.
            A company
<PAGE>
                                     - 3 -




            or other legal  entity shall be deemed to be an  affiliated  company
            only  so  long  as  such  ownership  or  control  exists  as  herein
            described.

      (b)   "Arm's  Length"  shall  mean  a  relationship  between  Rofin  and a
            customer  under which the customer is not an  Affiliated  Company of
            Rofin nor under the legal, actual or financial control,  directly or
            indirectly, of Rofin.

      (c)   "Base Royalty Product" shall mean all components making up the Laser
            Unit  constituting  the complete laser light producing  system (from
            socket to beam)  including  the laser head and power  supply and any
            replacement laser tubes, but specifically  excluding the controls or
            other parts for repairs.

      (d)   "Corresponding  Patents" shall mean  applications for letters patent
            corresponding  to the  subject  matter  of the  Patent  filed in the
            patent offices in Canada, Europe and Japan.

      (e)   "Laser System" or "Laser Systems" shall mean  apparatus,  product or
            device  containing one or more Laser Units and including one or more
            of the  Base  Royalty  Product  and  also  including  any  controls,
            housing,   stand  and  instrumentation  for  the  operation  of  the
            apparatus, product or device.

      (f)   "Laser  Unit" or "Laser  Units"  shall mean an  apparatus,  product,
            device or process as comes within the scope of the Licensed  Patents
            and which, except for this License, would constitute an infringement
            of any one or more valid,  unexpired  claim of any Licensed  Patents
            granted  and  issued in any  country  where such Laser Unit or Laser
            Units  are  either  manufactured,  used,  or sold and  includes  any
            replacement laser tubes.

      (g)   "Licensed Patents" shall mean the Patent, all Corresponding  Patents
            and any Related Patents or any of them.

      (h)   "Minimum  Annual  Royalties"  shall  mean  the  minimum  performance
            requirements  set forth in Article IV, which Rofin  acknowledges are
            reasonable.

      (i)   "Net Sales" shall mean that  proportion  of the net amount of monies
            or  equivalent  received  by Rofin  from  the  Sale of Base  Royalty
            Product  to a third  party with whom  Rofin  deals at Arm's  Length,
            excluding sales taxes,  turn-over or transfer taxes, import,  export
            and excise taxes,  custom duties,  discounts actually allowed to the
            customer,  shipping costs,  packaging  costs, and returns for credit
            attributable  to the Base Royalty  Product.  Where Rofin carries out
            Sales to a party  with whom it does not deal at Arm's  Length,  then
            the Net Sales shall be based on the price  charged to the  customers
            of such  third  party by the party  with whom Rofin does not deal at
            Arm's Length  except where such customer does also not deal at Arm's
            Length  with  Rofin in which case the price  established  in an open
            market  between Rofin and a party with whom Rofin does deal at Arm's
            Length shall determine the Net Sales Price.




<PAGE>
                                     - 4 -


      (j)   "Patent"  shall  mean  United  States  Patent No.  4,719,639  issued
            January 12, 1988, a copy of which is attached as Exhibit "A" to this
            Agreement,  including  any  counterpart,   subsidiary,  re-issue  or
            continuation thereof.

      (k)   "Related  Patents" shall mean all patents which issue with a subject
            matter  related to the Patent  resulting  from a patent  application
            henceforth  filed by or on  behalf of  Boreal  for  which  Rofin (or
            another  Licensee of Boreal)  undertakes to and does pay prosecution
            fees and attorney expenses or undertakes to pay prosecution fees and
            attorney  expenses in the event  another  licensee of Boreal who was
            making  payments  of such  fees  and  expenses  ceases  making  such
            payments.

      (l)   "Sale" or "Sales" shall mean all sales, licensing,  leasing, rental,
            barter,  trade or other  exchange  of Laser Units or Laser tubes for
            valuable consideration and which will be or can be measured in money
            or money's worth terms.

      (m)   "Sell" or "Sells" shall mean to make Sales.

      (n)   "Sold" shall mean to have made Sales.

      (o)   "Territory"  shall mean the  geographical  area or areas  related to
            each licensed application as set forth in this Agreement.

                            ARTICLE II LICENSE GRANT
                            ------------------------

            INDUSTRIAL APPLICATIONS
            -----------------------

2.01        Boreal hereby grants to Rofin, and Rofin hereby accepts,  subject to
the terms and  conditions  provided in this  Agreement,  a world-wide  exclusive
license under the Licensed Patents of Boreal to make, have made for its account,
use,  and Sell Laser Units  intended or sold for  industrial  laser  application
throughout the world.  The parties  understand the term industrial  applications
shall comprise but not be limited to the following  examples of laser technology
application: cutting, welding, scribing, drilling, surface treatment, soldering,
brazing,  marking  and  engraving,  melting,  vaporizing,   material  analyzing,
material  testing,  measuring  technology  heating of material,  hot  machining,
removing  of  material,  forming of layers on  material,  alloying,  dispersing,
hardening of material, curing of plastic material.

            MILITARY AND AEROSPACE APPLICATION IN EUROPE
            --------------------------------------------

2.02        Boreal hereby grants to Rofin, and Rofin hereby accepts,  subject to
the terms and conditions provided in this Agreement,  an exclusive license under
the Licensed  Patents to make,  have made for its  account,  use, and Sell Laser
Units  intended  and  sold for  military  or  aerospace  laser  applications  to
customers  based in Europe  only.  Boreal shall retain all rights in relation to
military and aerospace customers based other than in Europe.

            DENTAL APPLICATIONS OUTSIDE NORTH AMERICA
            -----------------------------------------

2.03        Boreal hereby grants to Rofin, and Rofin hereby accepts,  subject to
the terms and  conditions  provided  in this  Agreement,  an option to obtain an
exclusive license under the


<PAGE>
                                     - 5 -


Licensed  Patents to make, have made for its account,  use, and Sell Laser Units
intended and sold for dental laser applications outside of North America only.

            DENTAL APPLICATIONS IN NORTH AMERICA
            ------------------------------------

2.04        Boreal hereby grants to Rofin, and Rofin hereby accepts an option to
obtain an exclusive license under Licensed Patents, to Sell Laser Units intended
and Sold for dental laser  applications  in North America,  subject to the terms
and conditions provided in this Agreement.  If the option is exercised by Rofin,
the license for Rofin to Sell Laser Units in North America only regarding dental
laser  applications  shall apply to Laser Units made outside of North America in
the  event  and  only to the  extent  Boreal  or a  company  affiliated  with or
subsidiary  to Boreal is unable to  fulfill  the Sales  demand of Rofin for such
Laser Units for dental applications in North America.

            SUBLICENSING
            ------------

2.05        Rofin may in accordance with the provisions of this Article 2.05, at
its option,  sublicense the benefits and burdens of this License Agreement to an
Affiliated Company.  Furthermore,  Rofin may sublicense the benefits and burdens
of this license agreement to other parties subject to the prior written approval
or Boreal which approval shall not be unreasonably  withheld.  Rofin shall cause
any sublicensee to comply with all relevant obligations under this Agreement and
inform Boreal about the  sublicense.  Rofin shall  continue to be responsible to
Boreal for compliance by such sublicencee with the provisions of this Agreement.
Specifically,  Rofin  shall be  responsible  for payment of  royalties  or other
payments  to be made in  accordance  with the  terms of this  Agreement  whether
arising from  activities of Rofin or from any  sublicensee  of Rofin.  While the
parties  contemplate  that  Rofin  shall be  responsible  for any  sublicensee's
compliance  with the  terms of this  License  Agreement  including  particularly
payment of royalties as contemplated  herein, Rofin shall not be responsible for
any damages resulting from breach of the terms of the sublicense  agreement by a
sublicensee.  In the event of such breach,  Rofin shall take immediate  steps to
enforce the terms of the  sublicense  agreement or terminate  the  sublicense as
appropriate and will inform Boreal of the steps it is taking in this regard.

            MEDICAL, SCIENTIFIC OR VETERINARY APPLICATIONS
            ----------------------------------------------

2.06        This  Agreement  does not include,  and Rofin shall not by virtue of
this  Agreement  obtain,  the right to make,  use,  market or sell in any manner
whatsoever   any  Laser  Units  for  any  medical,   scientific   or  veterinary
applications.

            EXCLUSIVE LICENSEE
            ------------------

2.07        Except as set out in Article II, Boreal shall not appoint additional
Licensees:

      (a)   Within the world for industrial applications; or

      (b)   For use, manufacture or Sales to military and aerospace applications
            customers in Europe; or


<PAGE>
                                     - 6 -


      (c)   Outside of North America, subject to Article 2.03 herein, for dental
            applications,  if Rofin exercises its option in Article 2.03 herein;
            or

      (d)   In North  America,  subject  to  Article  2.04  herein,  for  dental
            applications, if Rofin exercises its option in Article 2.04 herein;

during the term of this  Agreement  for any of the Licensed  Patents  while this
Agreement  remains  in full  force and  effect  with  respect  to such  Licensed
Patents.  Rofin hereby  expressly  acknowledges  and agrees that this  Agreement
places no restrictions on Boreal's right to use, market, distribute,  license or
Sell any Laser Units outside the specific Territories or applications  specified
herein to or for the  benefit  or use by Boreal or any third  party  Boreal  may
select at its sole discretion.

            RESPECT FOR TERRITORY LICENSED
            ------------------------------

2.08        Subject to the grant of license to Rofin herein, Rofin shall have no
right to make, use, market or Sell in any manner  whatsoever any Laser Units for
applications not specifically licensed to Rofin herein and specifically:

      (a)   No license for military  and  aerospace  applications  other than in
            Europe; and

      (b)   Unless Rofin  exercises its option in Articles 2.03 and 2.04 herein,
            no dental applications whatsoever.

            ARTICLE III TERM OF AGREEMENT AND TERMINATION
            ---------------------------------------------

3.01        Upon execution by Boreal and Rofin, the term of this Agreement shall
be effective as of July 1, 1990 and shall continue in force until  terminated by
the  agreement  of the  Parties or unless  terminated  earlier  pursuant  to the
provisions herein.

3.02        The rights  granted to Rofin under this  Agreement may be terminated
in their entirety by Boreal at any time following the occurrence of any Event of
Default,  as defined in Article XIII herein.  The rights  granted to Rofin under
this Agreement shall be deemed terminated sixty (60) days after a written notice
of such  default is  provided  pursuant  to  paragraph  16.09 and which  default
remains unresolved.

3.03        Upon  termination,  for any  reason,  or  expiration  of the  rights
granted to Rofin under this  Agreement,  Rofin will  immediately  cease any use,
manufacture or Sale of Laser Units except that:

      (a)   Rofin shall be entitled to service or repair Laser Units  previously
            sold to customers even after such termination or expiration;


<PAGE>
                                     - 7 -


      (b)   Rofin shall be entitled to complete any written,  signed and binding
            contractual obligations which Rofin had entered into prior to notice
            of the termination or expiration, but only if:

            (i)   Rofin informs  Boreal of the nature of the contract and number
                  of Laser Units involved; and

            (ii)  pays to Boreal all of the royalties payable in respect of such
                  Laser Units; and

      (c)   Such Laser Units as have been  manufactured by Rofin prior to notice
            of termination or expiration may be sold by Rofin subject to payment
            of the royalties contemplated herein to Boreal.

3.04        In the event of  termination  of this Agreement or of Rofin's rights
under this  Agreement,  Rofin will pay to Boreal  within sixty (60) days thereof
all  sums  due and  owing  to  Boreal  under  this  Agreement.  Pursuant  to the
provisions of paragraph  3.03,  Rofin  performs any written,  signed and binding
contractual  obligations  or sells laser units  manufactured  prior to notice of
termination or expiration  then Rofin shall pay to Boreal all sums due and owing
to Boreal and contemplated under this Agreement in respect of those transactions
in the time frames  contemplated  under this  Agreement and shall provide Boreal
with  the  reports   contemplated  under  this  Agreement  in  respect  of  such
transactions.

3.05        Any rights of use of the Laser  Units Sold by Rofin to a third party
prior to expiration or  termination  of this  Agreement  shall  continue in full
force  notwithstanding such expiration or termination,  provided that such Laser
Units were Sold to such third  party and Boreal has been paid any amounts due to
Boreal in relation to such Sales.

3.06        Upon  termination or expiration of the rights granted to Rofin under
this Agreement for any reason, each party agrees to continue its cooperation and
to effect an orderly  termination of the  relationship.  Rofin will  immediately
cease holding itself out or presenting  itself as having the right to make, use,
market or Sell Laser Units (except for Laser Units already manufactured by Rofin
which Rofin is entitled to sell also after termination) and will fully report to
Boreal  concerning the status of negotiations  with potential  customers and the
status of services Rofin is obligated to provide existing customers.

3.07        The  covenants  contained  in this  Article  III shall  survive  the
termination or expiration of this Agreement or termination of the rights granted
to Rofin under this Agreement.

3.08        Unless  sooner  terminated  in  accordance  with the  provisions  of
Article III herein,  this  Agreement  shall subsist and continue in force for so
long as any of the Licensed Patents is valid and subsisting.

                   ARTICLE IV ROYALTIES, PAYMENTS AND CHARGES
                   ------------------------------------------

4.01        In consideration of the license granted  hereunder,  Rofin agrees to
make  payments to Boreal in  accordance  with the  following  schedule.  In this
schedule the designation  "$" herein means Canadian  dollars and the designation
"DM" means West  German  marks or  equivalent

<PAGE>
                                     - 8 -


amount converted into European currency units ("ECU") at such time as ECU become
the sole legal tender for the Federal Republic of Germany (regardless of by what
name that  nation  state  shall be known in the  future)  with  such  conversion
occurring at the then official published rate of exchange of DM or ECU. The rate
of exchange to be applied in the transactions contemplated in this Article shall
be that rate of exchange  prevailing  on the last day of the  quarter  (when the
quarterly calculation is made).

<TABLE>
<CAPTION>
                    TIME PERIOD                                                   PAYMENT
                    -----------                                                   -------

<S>                                                   <C>
July 1, 1990-June 30, 1992                            In  consideration  of  the  exclusive  nature  of  the  license
                                                      granted   hereunder   Rofin   shall  pay   Boreal  the  sum  of
                                                      $360,000.00 for purchase of those  exclusive  rights subject to
                                                      the terms  hereof by making  payments  of  $15,000.00  for each
                                                      month  thereof  payable  on or before the last day of each such
                                                      month.

July 1, 1992-December 31, 1993                        Rofin  shall pay Boreal a royalty of 4% of the Net Sales  price
                                                      of each  Base  Royalty  Product,  manufactured  or Sold in such
                                                      countries  where the  Licensed  Patents are valid and issued to
                                                      the  extent the gross  revenues  of such Base  Royalty  Product
                                                      Sales   based  upon   cumulative   Net  Sale   prices   exceeds
                                                      $750,000.00  during  July  1,  1992  to  December  31,  1992 or
                                                      $1,500,000.00 during January 1, 1993 to December 31, 1993.

January 1, 1994-December 31, 1998                     Rofin  shall pay Boreal on  quarterly  basis a royalty of 4% of
                                                      the Net Sales price of such Base Royalty Product,  manufactured
                                                      or Sold in such countries where the Licensed  Patents are valid
                                                      and  issued.  The  royalty  amount on an annual  basis  paid to
                                                      Boreal  shall not be less  than  $180,000.00  annually.  If the
                                                      royalty amount paid is less than $180,000.00  annually,  Boreal
                                                      shall have the  right,  subject  to the  provisions  of Article
                                                      4.08, to notify Rofin in writing that its license  rights under
                                                      the patents shall be converted from exclusive to  non-exclusive
                                                      license  rights and the  License  Agreement  shall  continue on
                                                      such basis.

January 1, 1999 - termination                         Rofin shall pay Boreal on a quarterly  basis a royalty of 3% of
                                                      the Net Sales price of Base Royalty  Product,  manufactured  or
                                                      Sold in such  countries  where the  Licensed  Patents are valid
                                                      and issued based upon cumulative  annual Sales of such units up
                                                      to  20,000,000  DM; 2% based upon Sales of  20,000,000 DM up to
                                                      and  including  60,000,000  DM;
</TABLE>

<PAGE>
                                     - 9 -


<TABLE>
<CAPTION>
<S>                                                   <C>
                                                      and 1% based upon Sales over  60,000,000 DM. The annual royalty
                                                      payments  during this period  shall be equal to or greater than
                                                      $180,000.00 annually or Boreal shall have the right, subject to
                                                      the  provisions of Article 4.08, to convert the license  rights
                                                      granted  to  Rofin  from  exclusive  to  non-exclusive  and the
                                                      License Agreement shall continue on such basis.
</TABLE>


4.02     "The  Minimum  Annual  Royalties"  for  the  applicable  times  of this
Agreement shall be:

TIME PERIOD                              MINIMUM ANNUAL ROYALTIES APPLICABLE
-----------                              -----------------------------------

July 1, 1990 to                          There is no minimum annual royalty
December 31, 1993                        applicable to this period.

January 1, 1994 to                       $180,000.00 annually
December 31, 1998

January 1, 1999 to termination           $180,000.00 annually

4.03        In addition to any records and reports to be  submitted  by Rofin to
Boreal pursuant to Article XIV, Rofin shall notify Boreal ninety (90) days after
the end of each quarter of the total  royalties  due to Boreal for the preceding
quarter and shall supply  Boreal with a detailed  report as set forth in Article
XIV. The exchange rate to be used in calculations to determine  contributions to
the Minimum Annual  Royalties  shall be that rate  prevailing on the last day of
the calendar quarter in which Rofin invoiced its customers or  distributors.  If
Rofin  shall fail to pay Boreal  within  ninety  (90) days after the end of each
quarter,  Rofin shall pay  interest on amounts owed to Boreal at a rate of eight
(8%)  percent  per annum  calculated  on a daily  basis for each day  payment is
delayed  from the date  payment  was first due to Boreal.  Amounts  received  by
Boreal  hereunder shall first be credited  against any unpaid  interest  accrued
pursuant  to this  paragraph  4.03,  and  accrual of such  interest  shall be in
addition to and without  limitation of any and all additional rights or remedies
which  Boreal may have  hereunder  or at law or in equity.  Notwithstanding  the
reporting contemplated in this paragraph 4.03, Rofin shall make monthly payments
to Boreal of at least 1/12th the Minimum  Annual  Royalties  applicable  for the
period with a quarterly accounting and adjustment for such monthly prepayment of
royalties. Such monthly payments shall be on the basis of 1/12th of the previous
year's Minimum Annual Royalty applicable.

4.04        Rofin shall make all payments to Boreal by wire  transfer  according
to the  following  instructions  unless  notified in writing to the  contrary by
Boreal:

                  Pay to:                   Boreal Licensing Inc.
                                            Canadian Dollar Account No. 13-04119
                                            Canadian Imperial Bank of Commerce
                                            10102 Jasper Avenue
                                            Edmonton, Alberta, CANADA


<PAGE>
                                     - 10 -


4.05        All costs incurred by Boreal at the request of Rofin with respect to
promotion,  installation and support of the Licensed Patents,  including but not
limited to travel, accommodation and living expenses, shall be borne by Rofin.

4.06        Rofin shall apply diligent  efforts,  subject to applicable laws and
regulations,  to secure the transfer and conversion of the royalties  payable in
the equivalent of Canadian dollars. If the conversion into and remittance of the
Canadian dollar equivalent in any such instance is not lawful, Rofin shall cause
the payment of such royalty to be made by the deposit thereof in the currency of
the country to the credit and account of Boreal or its nominee in any commercial
bank or trust company of Boreal's choice located in that country.

4.07        In the event that a withholding or other tax is imposed on a royalty
due  hereunder,  the amount of royalty  payment shall be the amount due less the
amount  of such tax  actually  paid by Rofin on  Boreal's  behalf.  Rofin  shall
furnish  Boreal copies of all official  receipts at least  annually for any such
taxes and charges  deducted from payments  hereunder  and shall  cooperate  with
Boreal in any claim made by Boreal for recovery of any such  withholding  tax or
other related taxes.

4.08        If at the end of each  year of the  Agreement  Rofin has not paid to
Boreal  Royalties in an amount at least equal to the Minimum  Annual Royalty for
that year,  then Rofin shall at its sole  discretion  within ninety (90) days of
the end of said year  either  pay to Boreal  an amount  equal to the  difference
between the aggregate  amount of Royalties paid to Boreal and the Minimum Annual
Royalty  for said year (the  "Royalty  Shortfall")  or notify  Boreal  that such
payment  will not be made and that Boreal has the  immediate  right to terminate
the exclusive nature and rights under this Agreement.

4.09        Rofin hereby agrees to meet the Minimum  Annual  Royalty within each
of the time periods  specified  herein.  Any Sales credited in any calendar year
toward  satisfaction of the Minimum Annual Royalty cannot,  however, be credited
again in the  following  year  toward the  satisfaction  of the  Minimum  Annual
Royalty.

4.10        In the event that Boreal does convert this License  Agreement or any
grant of license  herein,  from an  exclusive  right to a  non-exclusive  right,
pursuant  to this  Article  IV, and shall then grant to a third  party a further
non-exclusive  license of such rights as are covered by this  License  Agreement
under royalty conditions (rate, basis and method of calculation) more favourable
than those contained in this License Agreement, Rofin shall, at its option, have
the benefit of such more  favourable  conditions from the effective date of such
other non-exclusive license.

4.11        In the event that on final appeal a Court of competent  jurisdiction
holds that  essential  claims of the Licensed  Patents are invalid,  the parties
shall  review  the  overall  impact of that  decision  and shall  agree  upon an
adjustment of the royalties payable herein. Failing such agreement,  the parties
shall submit the resolution of this matter to arbitration as contemplated  under
this Agreement and provide the arbitrators with all such information as they may
find  necessary or desirable in an effort to  establish  such  adjusted  royalty
amounts.


<PAGE>
                                     - 11 -


                              ARTICLE V   DELIVERY
                              --------------------

5.01        Boreal will ship or  otherwise  deliver to Rofin one complete set of
the Licensed Patents.

                    ARTICLE VI   TECHNICAL SUPPORT BY BOREAL
                    ----------------------------------------

6.01        Boreal shall,  on request of Rofin,  provide during the term of this
Agreement  consulting  services,  training and technical support with respect to
the licensed  subject  matter,  which  support may include but not be limited to
assistance  in the use,  manufacture  or sale of Laser  Units and  Boreal  shall
provide  the  consulting,  training  and  technical  support  with regard to the
licensed  subject  matter  required  under this  Agreement  at  Boreal's  normal
consulting  rate to Rofin.  Rofin  shall  also be  responsible  for any  travel,
accommodation and reasonable living expenses of Boreal's personnel providing any
such consulting, training or technical support services to or for Rofin.

                         ARTICLE VII   RELATED PATENTS
                         -----------------------------

7.01        Dr. John Tulip has made or may make additional  inventions  directly
related to the field of slab gas lasers and directly related to the applications
licensed to Rofin hereunder, the licensing rights to which have been acquired by
Boreal  ("Related  Inventions").  Boreal is entitled to all licensing rights for
such Related Inventions and Related Patents which issue. This Agreement does not
affect any  inventions  of Dr.  John Tulip not  related to the field of slab gas
lasers.  Boreal wishes to make application for letters patent in the appropriate
patent  offices in the  United  States of  America,  Canada,  Japan,  Europe and
elsewhere  in respect of such  Related  Inventions  on the basis set out in this
Article VII.

7.02        Boreal agrees to disclose in confidence the specification,  draft of
proposed claims and related technical  information for any Related Inventions to
Rofin for  review by Rofin.  Rofin  agrees to  maintain  in  confidence  and not
disclose  to any third  party  nor use for any  purpose  except as  contemplated
herein any such  confidential  information  as has been  disclosed  hereunder to
Rofin by or on behalf of Boreal.

7.03        For  all  Related  Inventions  made by Dr.  John  Tulip  before  the
Effective  Date of this  Agreement and for one (1) year  thereafter and if Rofin
wishes to benefit from the  inclusion of such Related  Inventions in and as part
of its  exclusive  rights and  license  under this  Agreement,  then Rofin shall
reimburse to Boreal the drafting,  filing, prosecution costs and attorneys' fees
paid by Boreal in respect of such Related  Inventions.  To the extent that Rofin
does pay such costs and fees to Boreal, then any patent which issues in relation
to any  Related  Invention  covered  by this  Article  7.03 and for  which  such
payments  have  been  made by Rofin  shall be  included  in and form part of the
Related Patents subject to the same terms as in this License Agreement including
any restrictions on scope of application.

7.04        For all Related  Inventions made by Dr. John Tulip more than one (1)
year  after  the  Effective  Date of this  Agreement  which  Rofin  wishes to be
included  in  and as  part  of its  exclusive  rights  and  license  under  this
Agreement,  then Rofin and  Boreal  shall come to  mutually  agreeable  terms on
consideration  or  compensation to Boreal for such rights.  Boreal  contemplates



<PAGE>
                                     - 12 -


that  consideration or compensation  which may be satisfactory to it may include
cash  payments,  cross  licensing  of  Rofin  technology  or that of  Affiliated
Companies and payment of drafting, filing, prosecution costs and attorneys' fees
in respect of patent  applications  for such Related  Inventions.  To the extent
that  Rofin and Boreal do come to  mutually  acceptable  terms,  then any patent
which issues in relation to such Related Inventions covered by this Article 7.04
and for which Boreal has received its compensation or consideration  pursuant to
the agreement  Rofin,  shall be included in and form part of the Related Patents
subject  to  the  same  terms  as  in  this  License  Agreement   including  any
restrictions on scope of application.

7.05        From time to time  Boreal  may wish to incur  drafting,  filing  and
prosecution costs and attorneys' fees for any applications for letters patent of
Related Inventions referred to in Article 7.03. To the extent that Zeiss pays or
agrees to pay such  costs and fees then  Boreal  shall not  submit a request  to
Rofin for  payment  of such  costs and fees and,  nevertheless,  Rofin  shall be
entitled to benefit  from the  inclusion of any such patent for any such Related
Invention  which issues,  as part of the Related  Patents in this  Agreement and
subject  to  the  same  terms  as  in  this  License  Agreement   including  any
restrictions of scope of application.  In the event that, for any reason,  Zeiss
fails to or refuses to pay such costs and fees, Boreal shall immediately  inform
Rofin and Rofin shall, at its option,  have the right to pay such costs and fees
and thereby  benefit from  inclusion of any such patents  which issue as part of
the  Related  Patents  herein  subject  to the  same  terms  as in this  License
Agreement including any restrictions of scope on application.

            ARTICLE VIII   PROSECUTION OF THE CORRESPONDING PATENTS
            -------------------------------------------------------

8.01        Boreal  shall  continue  to  prosecute  the   Corresponding   Patent
applications  and shall consult with Rofin in respect of any decisions which may
affect the  validity,  enforceability  or strength  of any of the  Corresponding
Patents which may issue.  Rofin agrees to reimburse  Boreal's  prosecution costs
and attorneys fees for prosecution of any of the Corresponding  Patents incurred
after July 1, 1990.

        ARTICLE IX   WARRANTY OF NO INFRINGEMENT CLAIMS BY THIRD PARTIES
        ----------------------------------------------------------------

9.01        Boreal and Rofin agree that  reasonable  legal expenses and costs in
the defence of an infringement  suit brought against Rofin and based solely upon
the  licensed  subject  matter  shall be shared  equally  by Rofin  and  Boreal,
although  Rofin shall have the exclusive  right to control such  litigation  and
Boreal's  contributions  shall be  subject  to the  maximum  amount of  payments
received by Boreal under this License Agreement.

9.02        Rofin shall keep  Boreal  fully  informed as to the  progress of the
action, prospects for settlement and other matters relevant to any such action.

9.03        To the  extent  damages  or costs are  recovered  by Rofin in such a
suit,  Rofin  shall  reimburse  Boreal on a  pro-rata  basis up to the amount of
Boreal's contribution.

9.04        Boreal has no input or  control  over the  ultimate  design of Laser
Systems or Laser Units  manufactured by Rofin under this Agreement and therefore
Boreal shall have no responsibility arising from any claim based on, in whole or
in part, the design, quality of


<PAGE>
                                     - 13 -


manufacture or related to the Sale,  marketing or installation of Laser Units as
contemplated under this Agreement.

               ARTICLE X   INFRINGEMENT OF THE LICENSED PATENTS
               ------------------------------------------------

10.01       Rofin  shall  have a right to  bring,  maintain  and  settle  patent
infringement  suits under the Licensed Patents against third parties.  The costs
and legal  expenses of such a suit shall be borne by Rofin when Rofin brings the
lawsuit.  Boreal  agrees to join any such  lawsuit  brought  by Rofin at Rofin's
expense.  Boreal or Dr. John Tulip will assist and  cooperate  with Rofin in any
such lawsuit, as requested by Rofin with Rofin to pay the reasonable expenses of
Boreal or Dr. John Tulip incurred in connection with such assistance.

10.02       Subject to the prior written  approval of Rofin (which  approval may
not be unreasonably  withheld),  Boreal shall have the right to bring,  maintain
and settle patent  infringement  suits under the Licensed  Patents against third
parties.  The costs and legal  expenses  of such a suit shall be borne by Boreal
when Boreal brings the lawsuit.  Boreal will permit Rofin to be named as a party
to any lawsuit brought by Boreal. Rofin will assist and cooperate with Boreal in
any such  lawsuit,  as  requested by Boreal,  with Boreal to pay the  reasonable
expenses of Rofin incurred in connection with such assistance.

10.03       To the extent  damages are recovered in a patent  infringement  suit
under the Licensed Patents against third parties, the party bringing the lawsuit
and paying the costs and legal  expenses of such a suit shall have the exclusive
right to collect  such  damages.  To the extent that Rofin and Boreal  share the
costs and  expenses of  bringing  the suit then Boreal and Rofin shall share the
damages or other award or  settlement  payment  arising from that lawsuit in the
same  proportion  to which they shared the costs and  expenses  of bringing  the
action.

               ARTICLE XI   DENTAL LASER SYSTEM JOINT DEVELOPMENT
               --------------------------------------------------

11.01       If Rofin  exercises  its  options in  Articles  2.03 and 2.04,  then
Boreal and Rofin shall enter into an agreement  respecting the joint development
of a world-wide  standard design for a dental Laser System based on the Licensed
Patents.  Pursuant  to  the  provisions  of  the  Preliminary  Agreement  it  is
contemplated  by the parties that such  agreement  will be executed  between the
parties or between  Boreal or its nominee and the dental  division of Siemens AG
pursuant to which  Siemens AG will be made the  exclusive  distributor  in North
America of Laser Systems intended for dental applications which are manufactured
by Boreal Laser Inc. or its  nominee.  The right and option of Rofin in Articles
2.03 and 2.04 may be exercised  by Rofin or Siemens AG up to and until  December
31, 1990. The parties  contemplate that to the extent that Boreal or its nominee
is unable to fill the demand of Rofin or the dental  division  of Siemens AG for
such Laser Systems for dental  applications in North America,  then Rofin or the
dental division of Siemens AG shall have the right to sell in North America such
Laser  Systems  intended  for dental  applications  as are made outside of North
America  required to fill the demand.  The  parties  contemplate  that the Joint
Development   Agreement   will  also  deal  with  the  terms  of  the  exclusive
distribution arrangement as contemplated in this Article.

<PAGE>
                                     - 14 -


                  ARTICLE XII   OWNERSHIP OF LICENSED PATENTS,
                  --------------------------------------------
                    PROPRIETARY AND CONFIDENTIAL INFORMATION
                    ----------------------------------------

12.01       Rofin  acknowledges  that all information  and material  supplied to
Rofin under this Agreement shall remain the sole property of Boreal.

12.02       The parties  acknowledge  that all  information  supplied under this
Agreement shall remain the sole property of the transmitting party.

12.03       The receiving party will keep confidential the information  received
from the other party and not use such  information  for any  purposes  except as
contemplated  in this Agreement.  This  obligation,  however,  does not apply to
information which the receiving party can prove:

      (a)   to be freely available from the public domain;

      (b)   it had owned prior to receipt from the transmitting party;

      (c)   to have legally  received from a third party  without  obligation of
            confidence; or

      (d)   to have developed  independently from the information developed from
            the other party.

12.04       Rofin  shall  be  entitled  to  transmit  confidential   information
received  from  Boreal  under  this  Agreement  to its  sublicencees  after  the
sublicencees  have bound  themselves  to the same  obligations  of confidence as
stipulated  above.  Rofin shall provide Boreal with copies of all contractual or
other commitments by such sublicencees in this regard.

                   ARTICLE XIII   EVENTS OF DEFAULT: REMEDIES
                   ------------------------------------------

13.01       The occurrence of any of the following  events shall be an "Event of
Default" hereunder:

      (a)   Rofin fails to satisfy the payment  obligations  herein with respect
            to the Licensed  Patents or otherwise in any applicable time period;
            or

      (b)   Rofin  violates any of the  provisions  of Article II herein,  which
            paragraph  relates to Rofin's  licensed  applications  and  specific
            Territories under Licensed Patents; or

      (c)   Rofin   breaches  its   obligations  of  confidence  in  respect  of
            confidential information provided to Rofin by Boreal pursuant to the
            provisions of this Agreement; or

      (d)   Rofin shall fail to perform or observe any other term, covenant,  or
            agreement contained in this Agreement other than a term, covenant or
            agreement specified elsewhere in this paragraph 13.01.

13.02       The  parties  shall not be liable or deemed to be in default for any
delay or failure to perform their obligations  hereunder if such failure results
from an act of God over which the parties  have no  reasonable  control  such as
hurricane,  earthquake,  tornado,  fire, storm,  blizzard,

<PAGE>
                                     - 15 -


war,  civil unrest or terrorist act. The parties shall in no event be liable for
loss of profit,  goodwill or other special or consequential  damages suffered by
the other party.  Each party's  liability  for any claim for damages  under this
Agreement  shall be limited to direct  damages and shall not exceed the payments
which  have been  paid for the  Licensed  Patents  that are the  subject  of the
dispute.

13.03       Unless  otherwise  provided  herein,  the right of  either  party to
terminate this Agreement or any rights granted under this Agreement shall not be
affected in any way by its waiver of or failure to take  action with  respect to
any previous default.

                  ARTICLE XIV   RECORDS, REPORTS AND AUDITS
                  -----------------------------------------

14.01       Rofin shall maintain complete,  clear and accurate records to enable
all payments due to Boreal hereunder to determined.

14.02       Royalty  payments to be made as  contemplated  under this  Agreement
shall be accompanied by a statement giving  information  sufficient to determine
the Net Sales by Rofin or a Sublicensee as well as the royalty payments due.

14.03       Rofin shall keep  written  books of account in which it shall record
the  exact  amount  of  Laser  Units  manufactured  and sold by  virtue  of this
Agreement.  Boreal  shall  have the right by means of an  accountant  or auditor
appointed by it and approved by Rofin (which  approval shall not be unreasonably
withheld)  to inspect  these  books of account and to examine  whether  they are
consistent  with the general  accounts of the  Licensee.  If the parties  cannot
agree on the appointment of such accountant or auditor, the parties shall accept
an accountant or auditor appointed by an association of chartered accountants or
certified public accountants.  The cost of such inspection and examination shall
be borne by Boreal unless an error of greater than 5% of the total royalties due
for any payment period is found as a result of the audit or accounting review in
which case the cost shall be borne and paid for by Rofin. The right of Boreal to
inspect  the  records  and  accounts  of Rofin or  Affiliated  Company  or other
sublicensee shall survive the termination or expiration of this Agreement or the
termination of the rights of Rofin under this Agreement for a period of 6 months
thereafter.

                        ARTICLE XV   PATENT MAINTENANCE
                        -------------------------------

15.01       Boreal  agrees to  maintain  in force the  Licensed  Patents  in all
jurisdictions  in which the Licensed  Patents have issued by paying  maintenance
fees.  Rofin  agrees to  reimburse  to Boreal the  maintenance  fees,  costs and
attorneys fees paid by Boreal in accordance  with the provisions of this Article
XV after July 1, 1990.

                        ARTICLE XVI   GENERAL PROVISIONS
                        --------------------------------

            COOPERATION OF PARTIES
            ----------------------

16.01       Each party shall give its full cooperation to the other in achieving
and fulfilling the terms of this Agreement and to that end each party shall give
all consents and information


<PAGE>
                                     - 16 -


and execute all such  documents as may  reasonably be required to so fulfill and
achieve these purposes,  including such as may be required by government laws or
regulations.

            NO PARTNERSHIP OR AGENCY
            ------------------------

16.02       Nothing in this  Agreement  shall be  construed  to make the parties
hereto partners,  joint venturers,  representatives  or agents of each other nor
shall either party so hold itself out. All employees, agents, contractors or any
other persons  employed or retained by Rofin to assist Rofin in the  performance
of the  obligations  hereunder  shall  be  solely  those  of  Rofin  and have no
relationship  to Boreal.  No  representation  or act of Rofin or its  employees,
agents or contracts will be binding upon Boreal.

            ENTIRE AGREEMENT
            ----------------

16.03       This Agreement is made and accepted  subject to the stipulations and
conditions herein together with such other provisions,  agreements or conditions
as may be attached hereto. This Agreement (and the Exhibits hereto and any other
documents  delivered pursuant hereto) constitutes the entire agreement among the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
statements or agreements, written or oral, among the parties with respect to the
subject matter hereof.

            AMENDMENT
            ---------

16.04       No amendment, modification,  termination, or waiver of any provision
of this  Agreement  (and the  Exhibits  hereto  and  other  documents  delivered
pursuant hereto) nor consent to any departure  therefrom,  shall in any event be
effective  unless  the same  shall be in  writing  and  signed by an  authorized
representative  of both Boreal and Rofin,  and then such waiver or consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which given.

            ASSIGNMENT
            ----------

16.05       Rofin may not assign or  transfer  this  Agreement  or any  interest
herein (including without limitation rights and duties or performance) except as
set forth in section 2.05.

            CROSS REFERENCE
            ---------------

16.06       To the extent  any  information  required  to the  furnished  in any
Exhibit  attached hereto is contained in any other Exhibit or document  attached
hereto or incorporated herein by reference,  such information shall be deemed to
be  included  in all such  Exhibits  in which it is  required  to be  furnished,
provided such presentation is not confusing or misleading.

            GOVERNING LAW
            -------------

16.07       This Agreement  shall be deemed to be a contract made under the laws
of the  Province  of  Alberta  and for all  purposes  shall be  governed  by and
construed in accordance with the laws of said Province.


<PAGE>
                                     - 17 -


            WAIVER
            ------

16.08       The failure of either  party to  exercise  any right or option it is
granted herein, or to require the performance of any term of this Agreement,  or
the waiver of either party of any breach of this Agreement,  shall not prevent a
subsequent  exercise or  enforcement  of such terms or be deemed a waiver of any
subsequent breach of the same or any other term of this Agreement.

            ADDRESSES FOR NOTICES
            ---------------------

16.09       All notices, requests, demands and other communications provided for
hereunder shall be in writing and mailed,  telexed (with confirmed  answerback),
or hand delivered to such party addressed

            if to Boreal:

            10328 - 133 Street
            Edmonton, Alberta, Canada
            T5N 1Z9
            Fax:  (403) 451-0975

            ATTENTION:  PRESIDENT
            ---------------------

            if to Rofin

            Berzeliusstrasse 87
            P.O. Box 740360
            D-2000 Hamburg 74
            West Germany
            Fax:  494073363160

            ATTENTION:  TECHNICAL DIRECTOR
            ------------------------------

or such other  address as shall be  designated  by such party in a notice to the
other party, complying as to delivery with the terms of this paragraph.

            EXECUTION IN COUNTERPARTS
            -------------------------

16.10       This Agreement may be executed in any number of counterparts each of
which when so executed and  delivered  shall be deemed to be an original and all
of which taken together shall constitute but one and the same instrument.

            HEADINGS
            --------

16.11       All section and paragraph  headings  used in this  Agreement are for
convenience  only and shall not effect the  construction of this Agreement.  All
references  to gender shall include  masculine or feminine,  as the case may be.
The  singular  shall  include  the  plural,  and the plural  shall  include  the
singular.


<PAGE>
                                     - 18 -


            ENGLISH LANGUAGE
            ----------------

16.12       This  Agreement has been executed in the English  Language,  and any
interpretation  or  construction  of this Agreement shall be based solely on the
English language official text.

            EQUITABLE RELIEF
            ----------------

16.13       Notwithstanding  any  other  provision  of  this  Agreement,   Rofin
expressly agrees that Boreal shall be entitled to apply for and obtain equitable
relief   (including,   without   limitation,   injunctive  relief  and  specific
performance)  without any  requirement  to post a bond as a  condition  for such
relief  in any  court of  competent  jurisdiction  to  prevent  a breach of this
Agreement but only in cases as are described in Article  13.01(b) or (c) of this
Agreement.  The  final  decision,  however,  shall  be made  by the  arbitration
procedures  as  set  out  in  Article  16.14.  The  institution  of  arbitration
proceedings  shall not be a  condition  precedent  to the  exercise  of Boreal's
rights to equitable relief.

            ARBITRATION
            -----------

16.14       Any  differences or disputes  arising from this Agreement  regarding
its performance shall be settled by amicable efforts by both parties. An attempt
to arrive at a  settlement  shall be deemed to have failed as soon as one of the
parties to this Agreement so notifies the other party in writing.  If an attempt
at settlement has failed,  and subject to the  provisions of Article 16.13,  the
differences or disputes shall be finally settled under the Rules of Conciliation
and Arbitration of International Chamber of Commerce in Paris ("Rules") by three
arbitrators  appointed in accordance  with the Rules.  The place of  arbitration
shall be at such a place as  agreed  by the  parties  or if the  parties  do not
agree,  at such place  selected  by the  arbitrators  other than  Canada or West
Germany.  The  procedural  law of this  place  shall  apply  where the Rules are
silent.  The  arbitral  award shall be  substantiated  in writing.  The arbitral
tribunal shall decide on the matter of costs of the arbitration.


<PAGE>
                                     - 19 -


            COMPLIANCE WITH APPLICABLE EXPORT CONTROLS
            ------------------------------------------

16.15       Rofin  agrees  to  comply  with all  applicable  West  German  laws,
regulations,  rulings,  or  executed  orders  relating  to  the  exportation  or
importation  of any  technology  licensed to Rofin in this  Agreement.  Further,
should an export  permit be required  under the laws of Canada for export of the
technology to Rofin  contemplated under this Agreement then Rofin will reimburse
Boreal's reasonable costs and attorneys' fees to acquire such export permit.

            IN  WITNESS  WHEREOF  the  parties  hereto  have  caused  their duly
authorized  officers to execute this Agreement as of the dates and in the places
set out below.

EXECUTED this 21st day of               BOREAL LICENSING INC.
August, 1990, in the City of            PER:/S/ Hinrich Martinen
Edmonton, Alberta, Canada                   ------------------------------------



EXECUTED this 31 day of                 ROFIN SINAR LASER GmbH
August, 1990, in Hamburg,               PER:/S/ Johann Goergmaier
West Germany                                ------------------------------------