<PAGE>

EXHIBIT 10.20

                                LICENSE AGREEMENT


     This  License  Agreement  ("Agreement") is entered into and effective as of
January  3, 2003 between Integrated Technologies, Inc., a Delaware Corporation
("Licensee"),  and  AUSTIN  TECH,  LLC,  a  Texas  limited  liability  company
("Licensor")  with  regard  to  the  following  facts:


                                R E C I T A L S
                                ---------------

     WHEREAS, Licensor has developed certain proprietary technology for wireless
data  acquisition  and  delivery  (hereinafter  more particularly defined as the
"Technology");  and

     WHEREAS,  Licensee desires to obtain certain rights to use and practice the
Technology  in  the  Territory  (as hereinafter defined) and Licensor desires to
license  the Technology to the Licensee pursuant to the terms and conditions set
forth  herein;  and

      WHEREAS,  the  parties  hereto  may  have  access  to  the  other  party's
Proprietary  Information  (as hereinafter defined) as a result of the rights and
obligations  as  provided  herein;  and

     WHEREAS,  the  parties  desire  to  confirm  in writing the nature of their
confidential  relationship in regard to each other's Proprietary Information and
the terms by which each party will maintain and agree to maintain the secrecy of
the  other  party's  Proprietary  Information;  and

     WHEREAS,  Licensee  has  entered  into  a  separate  License Agreement (the
"MATECH  Agreement")  concurrently  with the execution of this Agreement whereby
Licensee,  has  been  granted  a  license to use certain technology (the "MATECH
Technology")  developed  and  owned  by  Material Technologies, Inc., a Delaware
corporation  ("MATECH");  and

     WHEREAS,  the  parties  contemplate the development by the Licensee and its
sublicensees  of markets which will make use of the Technology in the Territory;
and

     NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  covenants,
agreements,  representations  and warranties contained herein, the parties agree
as  follows:


                                A G R E E M E N T
                                -----------------

     a)     Definitions.
            -----------

          A.     An  "Affiliate"  of  a  party  shall mean an entity directly or
indirectly  controlling,  controlled  by or under common control with that party
where  control  means  the ownership or control, directly or indirectly, of more
than  fifty  percent  (50%)  of  all of the voting power of the shares (or other
securities  or  rights)  entitled to vote for the election of directors or other
governing  authority,  as  of the date of this Agreement or hereafter during the
term  of  this  Agreement;  provided  that  such  entity  shall be considered an
Affiliate  only  for  the  time  during  which  such  control  exists.


                                      -1-
<PAGE>

          B.      "Disclosing  Party"  shall  mean a party hereto that discloses
its  Proprietary  Information  to  the  other  party.

          C.      "Improvements"  shall  mean  all  inventions,  modifications,
revisions,  alterations,  enhancements,  betterments,  ideas,  and  discoveries
(whether  or  not  patentable)  conceived  or  reduced  to practice (actually or
constructively)  by  Licensor  or  Licensee either individually, jointly or with
others  which  are  based  in any way on the Licensor's Proprietary Information,
Licensor's  Proprietary  Rights,  or  the  Licensor's  Technology  or  any  such
invention,  modification, revision, alteration, enhancement, betterment, idea or
discovery  developed  through  reverse  engineering  or  independent derivation.

          D.      "Proprietary Information" of a Disclosing Party shall mean the
following,  to the extent previously, currently or subsequently disclosed to the
other  party hereunder or otherwise:   all trade secrets, confidential knowledge
and  proprietary data of any kind or relating to the Disclosing Party's business
including,  but  not  limited to, the Proprietary Rights, and the Technology and
all  the  Improvements  thereto.  Proprietary  Information  shall  also  include
information  provided to a party by or on behalf of the other party prior to the
date  of  this  Agreement  as  well  as  information  obtained  through  reverse
engineering  or  independent  derivation.  Proprietary  Information  by  way  of
example  shall  include,  but  not  be  limited  to,  technical  specifications,
diagrams,  flow charts, methods, processes, discoveries, concepts, calculations,
techniques,  formulas,  systems, plans, designs, research and development plans,
cost  and  pricing  data, records and general engineering know-how.  Proprietary
Information  shall  include  all  information  and  any  idea  in whatever form,
tangible  or  intangible, including electronic data recorded or retrieved by any
means.  Proprietary Information shall not apply to information a party can prove
by  presently  existing  written  documentation  which: (i) is in or (through no
improper  action  or inaction by the party or any Affiliate, agent, or employee)
enters  the  public  domain and is readily available without substantial effort;
(ii)  was  rightfully in its possession or known by it prior to receipt from the
Disclosing  Party; or (iii) was rightfully disclosed to the non-disclosing party
by  another  person  without  restrictions or breach of any agreement express or
implied.  The  non-disclosing party must promptly notify the Disclosing Party of
any  information  it  believes  comes  within  any  circumstance  listed  in the
immediately preceding sentence and will bear the burden of proving the existence
of  any  such  circumstance  by  a  preponderance  of  the  evidence.

          E.     "Proprietary  Rights"  shall  mean  patent  rights, copyrights,
trade  secret  rights and similar rights including all rights to any Proprietary
Information.

          F.      "Receiving  Party"  shall  mean  a  party hereto that receives
Proprietary  Information  of  the  other  party.

          G.      "Technology"  shall  mean  inventions  (whether  or  not
patent-able),  ideas,  processes,  formulas  and know-how owned or controlled by
Licensor  and  used  by  it  as  of  the date of this Agreement, as described in
Exhibit  "A"  attached  hereto,  and  all  Improvements  together  with detailed
reports,  records,  explanations, Licensor's Proprietary Information, Licensor's
Proprietary  Rights  and  other  materials  relating  to  the  Technology  and
Improvements  and  their  use.

                                      -2-
<PAGE>

          H.      "Territory"  shall  mean  the  countries  of Mexico, Brazil,
United  States  of  America,  Lebanon,  Saudi  Arabia,  Argentina,  United  Arab
Emirates, Jordan, Qatar, Kuwait, Egypt, Canada, Norway, Sweden, Finland, Denmark
and  Iceland.


          2.  License  Grant.  Subject  to the terms and conditions set forth in
              --------------
this  Agreement,  Licensor  hereby  grants  Licensee  an exclusive, royalty free
license  to  use  and  practice  the Proprietary Rights in the Technology in the
Territory  during  the  Term  (as hereinafter defined) of, and for the permitted
uses  (the  "Uses")  set  forth in Exhibit A-1 of this Agreement. Licensee shall
have the right to sublicense its rights under this Agreement, but as a condition
to  any  sublicense,  each such sublicensee shall agree to be bound by the terms
and conditions set forth herein. Licensee shall be primarily liable for the acts
of  each  of its sublicensees. Notwithstanding, the foregoing Licensee shall not
be  liable for any acts or omissions of its sublicensees to the extent such acts
or  omissions  were  performed  or  omitted  pursuant  to  directions,  orders,
instructions,  recommendations  or  supervision  of Licensor. Licensor agrees to
license  to  Licensee,  on  the  same  terms  and  conditions  contained in this
Agreement,  any  patent  that Licensor may obtain with respect to the Technology
that  is  enforceable  in  the  Territory.

          3.  License  Scoped.  Licensee's license hereunder is exclusive in the
              ----------------
Territory for the Uses stated in Section 2, and Licensor shall not grant further
licenses  for  any Use of the Technology in the Territory, except as provided in
Section  13. No Proprietary Rights granted under this Agreement will be marketed
directly  or  indirectly  by  or  under  the  authority  of Licensee outside the
Territory or by Licensor inside the Territory. Licensee shall not knowingly make
any  use  of  the Technology which is not a permitted Use or which would violate
local  law.

         4.  Ownership  and  Improvements.
             ----------------------------

               A.  Licensor  as  Sole  Owner.  Licensee  acknowledges and agrees
                   --------------------------
that  it  does  not now own, nor will it obtain any interest in, the Proprietary
Information, Proprietary Rights or the Technology except for the license granted
herein.

               B.  All  Improvements  Assigned  to  Licensor.  Licensee
                      --------------------------------------
acknowledges  and  agrees  that  all Improvements with respect to the Licensor's
Proprietary Information, Proprietary Rights or the Technology which are based in
any  way  on  the  Licensor's Proprietary Information, Proprietary Rights or the
Technology,  or  any  Improvement  thereto  shall  be  the exclusive property of
Licensor. Licensee agrees to assign, and does hereby assign, and agrees to cause
each of its Affiliates and sublicensees to assign to Licensor any and all right,
title,  and  interest  it may obtain in any such Improvements, including but not
limited  to,  any  and  all  applications  for Letters Patent and all divisions,
renewals,  continuations  and  continuations-in-part  thereof,  and  all Letters
Patent  of  the  United States which may be granted thereon and all reissues and
extensions  thereof,  and all rights of priority under international conventions
and  applications  for  Letters  Patent  which  may  hereafter be filed for such
Improvements  in  any country or countries foreign to the United States, and all
Letters  Patent  which  may  be  granted for such Improvements in any country or
countries  foreign  to  the  United  States  and  all  extensions, renewals, and
reissues  thereof.  Licensor agrees to license, and does hereby license, without
further consideration to Licensor, all such Improvements to Licensee pursuant to
the  terms  and  conditions  of  this  Agreement.

               C.  Cooperation.  Licensee  agrees  to  communicate to  Licensor,
                   -----------
in writing and promptly upon becoming aware thereof, any facts known to Licensee
respecting  the  Licensor's  Proprietary Information, Proprietary Rights and the
Technology,  and all Improvements thereto, and testify in any legal proceedings,

                                      -3-
<PAGE>

sign  all  lawful  papers,  execute  all  divisional,  continuing  and  reissue
applications,  make  all rightful oaths and in general do everything possible to
cooperate  to effectuate the terms of this Section 4, all at Licensor's expense.

               D.  No Challenge to Ownership. Except in asserting rights granted
                   --------------------------
hereunder,  each party agrees not to take any action challenging or opposing, on
any  grounds  whatsoever,  the  ownership  of  any  Proprietary  Information,
Proprietary  Rights,  Technology,  Improvements, intellectual property rights of
the  other  party  therein,  or  the  validity  or  enforceability  thereof.

          5.  Reserved.
             ---------

          6.  No  Restriction on Competition. Nothing in this Agreement shall be
              -------------------------------
deemed  to  prohibit  Licensee  from  developing,  making,  using,  marketing or
otherwise  distributing or promoting any proprietary rights competitive with the
Technology  licensed  hereunder,  provided  that:

               i)  Licensee  does  not  breach  any  provision  of  Section 9 or
disparage  the  Proprietary  Rights  licensed  hereunder  in  doing  so;  and

               ii)  Licensee  will  use its reasonable best efforts to primarily
promote,  market,  and  use  the  Technology.



          7.  Representations  and Warranties of Licensor. Licensor hereby makes
              --------------------------------------------
the  following  representations and warranties as of the date of this Agreement.

               A.  Organization and Power of Licensor. Licensor is a corporation
                   -----------------------------------
duly  incorporated,  validly existing and in good standing under the laws of the
State of Delaware, with all necessary corporate power and corporate authority to
execute  this  Agreement,  perform  its  obligations  hereunder  and conduct its
business  and  own  its  properties  as  presently  conducted  and  owned.

               B.  Authority Relative to this Agreement. The execution, delivery
                   -------------------------------------
and  performance  of  this  Agreement  by  Licensor  and the consummation of the
transactions  contemplated  hereunder  have  been duly authorized by any and all
necessary  corporate  action of Licensor and this Agreement constitutes a legal,
valid  and  binding  obligation  of  Licensor  enforceable  against  Licensor in
accordance  with  its  terms.

               C. No Violation of Other Instruments. The execution, delivery and
                  ----------------------------------
performance  of  this  Agreement  by  Licensor does not, and the consummation by
Licensor  of  the  transactions contemplated hereunder will not: (a) violate any
provision of the Certificate of Incorporation or Bylaws of Licensor; (b) require
the  consent  of  third  parties,  (c) violate any provision of, or constitute a
default  under  or  breach  of,  or  result  in  the  imposition  of any lien or
encumbrance  or  the  acceleration  of  any  obligation  under, or result in the
termination  of,  any  contract,  mortgage,  franchise, court order, arbitration
award,  judgment  or  decree  to  which  Licensor is a party, or (d) violate any
statute,  rule,  regulation  or  prohibition imposed by any regulatory authority
making  it  illegal  for Licensor to consummate the transactions contemplated by
this  Agreement.

               D.  License  Grant.  Licensor  has  the  sole  right to grant the
                   ---------------
licenses  granted  by  it  hereunder.

                                      -4-
<PAGE>

               E.  Rights  Granted.
                   ----------------
               (a)  to  the best knowledge of Licensor, Licensor owns the patent
          or  other  rights granted hereunder and Licensor's ownership does not,
          and  will  not,  conflict  with, infringe on, or otherwise violate any
          rights  of  others;

               (b)  Licensor has not sold, transferred or assigned, or agreed to
          sell, transfer or assign, any patent or other rights granted hereunder
          for  the  Permitted  Uses  and  in the Territory described herein; and

               (c)  Licensor is informed and to its best knowledge, is not aware
          of  any  infringement  or  alleged  infringement by others of any such
          patent  or other rights granted hereunder. Licensor has not infringed,
          and  is  not  now  infringing,  on  any patent or other rights granted
          hereunder  belonging  to  any  other  person  or  firm.


          8.   Representations  and  Warranties  of  Licensee.
               -----------------------------------------------

               A.  Organization and Power of Licensee. Licensee is a corporation
                   ----------------------------------
duly  incorporated,  validly existing and in good standing under the laws of the
state  of Delaware with all necessary corporate power and corporate authority to
execute  this  Agreement,  perform  its  obligations  hereunder  and conduct its
business  and  own  its  properties  as  presently  conducted  and  owned.


               B.   Authority  Relative  to  this  Agreement.  The  execution,
                    -----------------------------------------
delivery  and  performance of this Agreement by Licensee and the consummation of
the transactions contemplated hereunder have been duly authorized by any and all
necessary  corporate  action of Licensee and this Agreement constitutes a legal,
valid  and  binding  obligation  of  Licensee  enforceable  against  Licensee in
accordance  with  its  terms.

               C.   No  Violation  of Other Instruments. The execution, delivery
                    ------------------------------------
and  performance of this Agreement by Licensee does not, and the consummation by
Licensee  of  the transactions contemplated hereunder will not:  (a) violate any
provision of the Certificate of Incorporation or Bylaws of Licensee; (b) require
the  consent  of  third  parties,  (c) violate any provision of, or constitute a
default  under  or  breach  of,  or  result  in  the  imposition  of any lien or
encumbrance  or  the  acceleration  of  any  obligation  under, or result in the
termination  of,  any  contract,  mortgage,  franchise, court order, arbitration
award,  judgment  or  decree  to  which  Licensee is a party, or (d) violate any
statute,  rule,  regulation  or  prohibition imposed by any regulatory authority
making  it  illegal  for Licensee to consummate the transactions contemplated by
this  Agreement.

          9.   Confidentiality.  Each  party  recognizes  the  importance to the
               ----------------
other  of the other's Proprietary Information. Accordingly, each party agrees as
follows:

               A.  The Receiving Party agrees (i) to hold the Disclosing Party's
Proprietary  Information in confidence as a fiduciary and to take all reasonable
precautions  to  protect  such  Proprietary  Information  (including,  without
limitation,  all  precautions  the  Receiving  Party employs with respect to its
confidential  materials),  (ii) not to divulge (except pursuant to a  sublicense
granted by Licensee as allowed under Section 2) any such Proprietary Information

                                      -5-
<PAGE>

or  any information derived therefrom to any third person, (iii) not to make any
use  whatsoever  at any time of such Proprietary Information except as expressly
authorized  in  this Agreement, and (iv) not to remove or export from the United
States  or  reexport  any  such  Proprietary  Information  or any direct product
thereof  except  in compliance with and with all licenses and approvals required
under  applicable  export  laws  and regulations, including without limitation,
those  of  the  U.  S.  Department  of  Commerce.  Without granting any right or
license,  the  Disclosing  Party agrees that the foregoing clauses (i), (ii) and
(iii)  shall  not  apply  with  respect  to  information the Receiving Party can
document  (i)  is in or (through no improper action or inaction by the Receiving
Party  or  any  Affiliate,  agent  or employee) enters the public domain (and is
readily  available  without  substantial  effort), or (ii) was rightfully in its
possession  or  known by it prior to receipt from the Disclosing Party, or (iii)
was  rightfully  disclosed  to it by another person without restriction, or (iv)
was  independently developed by it by persons without access to such information
and  without  use  of  any Proprietary Information of the Disclosing Party.  The
Receiving  Party must promptly notify the Disclosing Party of any information it
believes  comes  within  any  circumstance  listed  in the immediately preceding
sentence  and  will  bear  the  burden  of  proving  the  existence  of any such
circumstance  by  clear  and convincing evidence. Each party's obligations under
this  Section  9 shall terminate two (2) years after the date of this Agreement.
Licensor  shall  have  the right to review the measures used by Licensee and its
sublicensee(s)  and  suggest  reasonable  changes  to  protect  the  Licensor's
proprietary  rights.

               B.  Immediately upon termination of this Agreement, the Receiving
Party  will turn over to the Disclosing Party all Proprietary Information of the
Disclosing  Party  and  all  documents  or media containing any such Proprietary
Information  and  any  and  all  copies  or  extracts  thereof.

               C.  The  Receiving  Party acknowledges and agrees that due to the
unique nature of the Disclosing Party's Proprietary Information, there can be no
adequate  remedy  at  law  for any breach of its obligations hereunder, that any
such  breach  may allow the Receiving Party or third parties to unfairly compete
with the Disclosing Party resulting in irreparable harm to the Disclosing Party,
and  therefore,  that upon any such breach or any threat thereof, the Disclosing
Party  shall be entitled to appropriate equitable relief in addition to whatever
remedies  it might have at law and to be indemnified by the Receiving Party from
any  loss  or  harm,  including, without limitation, lost profits and attorneys'
fees,  in  connection  with  any  breach or enforcement of the Receiving Party's
obligations hereunder or the unauthorized use or release of any such Proprietary
Information.  The  Receiving  Party  will notify the Disclosing Party in writing
immediately  upon  the  occurrence  of  any  such unauthorized release or other
breach.  Any  breach of this Section 9 will constitute a material breach of this
Agreement.

          10.  Patent  Matters.
               ----------------

               A.  Patent  Applications.  Licensor  retains  the  sole right and
                   ---------------------
discretion to file and prosecute patent applications and maintain patents in the
Territory  relating  to  the  Proprietary  Rights  or  any  Improvements made by
Licensor.  At  Licensee's  request  while Licensee remains an exclusive licensee
hereunder,  Licensor  will discuss its decisions on these matters with Licensee,
but  Licensee will not attempt to file or prosecute any such patent applications
or  maintain any such patent (i) except as Licensor may, in its sole discretion,
approve  in  writing,  and (ii) except that Licensee may continue maintenance of
licensed  patents  issued  in the Territory if Licensor elects not to do so. Any
improvements  to  Technology  (whether or not patentable or copy-rightable) that
are  developed  by  either  party  shall be owned solely by Licensor. Each party
shall  have  the right, at its own expense, and solely in its own name, to apply
for,  prosecute  and defend its Proprietary Rights. Licensor's existing relevant

                                      -6-
<PAGE>
patents  and  patent  applications  in  the  United  States  of  America and the
Territory  are  listed  on  Exhibit  "B".

               B.  Patent Infringement. If Licensee becomes aware of any product
                   --------------------
or  activity  of  any third party that involves infringement or violation of any
Licensor  patent  or  oth er Proprietary Right with respect to the Technology in
the  Territory,  then Licensee shall promptly notify Licensor in writing of such
infringement  or  violation.  Licensor  may  in  its discretion take or not take
whatever  action  it believes is appropriate; if Licensor elects to take action,
Licensee  will fully cooperate therewith at Licensor's expense. If Licensor does
not,  within  90 days after receipt of such a notice of a patent infringement or
other  infringement  or  violation  within  the  scope  of  the  exclusivity  of
Licensee's  license  hereunder,  commence action directed towards restraining or
enjoining  such  patent  infringement,  Licensee,  so long as it is an exclusive
licensee  hereunder,  may  take  such  legally  permissible  action  as it deems
necessary  or  appropriate  to  enforce  Licensor's  patent  or other rights and
restrain such infringement or violation. Licensor agrees to cooperate reasonably
in  any  such  action  initiated  by  Licensee  including  supplying  essential
documentary  evidence  and  making  essential  witnesses  then  in  Licensor's
employment available. As part of such cooperation, Licensee may join Licensor as
a  party,  if  the  need  arises.

               C.  Patent  Awards. If Licensor initiates and prosecutes any such
                   ---------------
an  action  under  this Section 10, all legal expense (including court costs and
attorneys'  fees) shall be for Licensor's account and Licensor shall be entitled
to all of the amounts awarded by way of judgment, settlement or compromise after
deduction  of  legal  expenses.  Similarly, if Licensee initiates and prosecutes
such  an  action, all legal expenses (including court costs and attorneys' fees)
shall  be  for  Licensee's account and Licensee shall be entitled to all amounts
awarded  by way of judgment, settlement, or compromise and no royalties shall be
owed Licensor on said sums. Any nonmonetary awards shall inure to the benefit of
the  Licensor.

               D. Patent Searches. Licensee and Licensor understand that each of
                  ----------------
the  parties  has not conducted com-prehensive patent searches in the Territory.
Licensor  and  Licensee  agree to work cooperatively regarding issues concerning
patents  and  Proprietary  Rights and similar matters and to exercise reasonable
business  judgment  in  carrying  out  the  objects  of  this Agreement to avoid
exposing  either  party  to  liability  under  patent  or  similar  laws  in the
Territory.  Each  party  represents  and  warrants  that  it  is  not  aware  of
infringement or potential infringement issues that have not been communicated to
the  other  in  writing  before  execution  of  this  Agreement.

          11.  Term  and  Termination.
               -----------------------

               This  Agreement  will  remain  in  effect  until  January 1, 2005
("Term"),  unless  terminated  pursuant  to  this  Section.

               If  a  party  materially  breaches  a  material provision of this
Agreement,  the  other  party  may terminate this Agreement upon 60 days written
notice  unless  the breach is cured within the notice period or if the breach is
incapable  of being cured within the notice period the breaching party commences
curative  action  and  diligently  prosecutes  curative  action  to  completion.
Notwithstanding,  the  foregoing  if Licensee fails to make payments pursuant to
this  Agreement  or  the  MATECH  Agreement  and such breach is not cured within
thirty  (30)  days  after  written notice of such breach, Licensor may terminate
this  Agreement.

                                      -7-
<PAGE>

               In the event of any termination of this Agreement, the rights and
licenses  granted  Licensee  under  this  Agreement  and  Licensee's  obligation
hereunder  shall  terminate  and  Licensor's obligations to negotiate or provide
goods,  services,  facilities,  technology  or  information shall cease but all
other provisions of this Agreement will continue in accordance with their terms.
Any sublicenses surviving termination may be terminated by the granting party in
the  same  manner  as  provided in this Section 11 if the other party materially
breaches  a  material  surviving provision of this Agreement.  A sublicense will
survive termination and continue according to its terms provided that (i) it was
properly  granted,  (ii)  all the restrictions and limitations of this Agreement
shall  apply  to  the  sublicensee as though this Agreement continued in effect,
(iii)  Licensor  shall receive all consideration due, if any, in connection with
the  sublicense  and  (iv)  in  addition  to  any  termination  rights under the
sublicense agreement, Licensor shall be entitled to terminate such sublicense on
the  same  basis  as  is  provided  herein  for  termination  of this Agreement.

               Neither  party  shall  incur  any  liability  whatsoever  for any
damage,  loss  or expenses of any kind suffered or incurred by the other arising
from  or  incident to any termination of this Agreement (or any part thereof) by
such  party  which  complies with the terms of the Agreement whether or not such
party  is  aware  of  any  such  damage,  loss  or  expenses.

               Termination  is  not  the  sole  remedy under this Agreement and,
whether  or  not  termination  is  effected,  all  other  remedies  will  remain
available.

          12.  Independent Contractors. The parties are independent contractors
               ------------------------
and  not  partners,  joint venturers or otherwise affiliated and neither has any
right  or  authority  to  bind  the  other  in  any  way.

          13.  Assignment.  The rights and obligations of the parties under this
               -----------
Agreement  may not be assigned or transferred, without the prior written consent
of  the  other  party  which  consent may be withheld in either party's sole and
absolute  discretion.

          14.  Successors  and  Assigns.  This  Agreement and all the covenants,
               -------------------------
promises  and agreements contained herein shall be binding upon and inure to the
benefit  of  Licensor  and Licensee and their respective successors and assigns.

          15.  Intentionally  not  used.
               -------------------------

          16.  Infringement.  In  the  event  of institution of any suit against
               -------------
Licensee alleging infringement or misappropriation of any patent or other rights
of  a  third  party  by reason of the use of the Technologies or the Proprietary
Rights  to  the  Technology,  Licensor  agrees,  on  request  of  Licensee, made
immediately  after  institution  thereof,

               (a)  to  undertake and diligently conduct, at Licensor's expense,
                    defense  of  such  suit,  and

               (b)  to  indemnify and hold Licensee and its officers, directors,
                    agents  and employees harmless from liability resulting from
                    infringement  or misappropriation of any patents, copyrights
                    or  other  rights  and  any  judgments,  awards  of damages,
                    settlements,  attorneys'  fees and expenses which may result
                    therefrom.

                                      -8-
<PAGE>

Licensee  shall  render all reasonable assistance to Licensor in connection with
any  suit to be defended by Licensor under this Section 16.  Licensor shall have
full  control  of  the defense of any such suit, but shall not be free to settle
the  same without the consent of Licensee if by the settlement Licensee would be
obliged to make payments, or if the settlement would cause a material impairment
of  the  ability  of  Licensee  to  continue  its  operations.

          17.  Miscellaneous.
               --------------

               A.  Amendment  and Waiver. Except as otherwise expressly provided
                   ----------------------
herein, any provision of this Agreement may be amended and the observance of any
provision  of  this  Agreement may be waived (either generally or any particular
instance  and  either  retroactively  or  prospectively)  only  with the written
consent  of  the  parties.

               B.  Governing  Law  and  Legal  Actions.  This Agreement shall be
                   ------------------------------------
governed  by  and  construed  under  the laws of the State of California and the
United States without regard to conflicts of laws provisions thereof and without
regard  to the United Nations Convention on Contracts for the International Sale
of  Goods.  The  sole  jurisdiction and venue for actions related to the subject
matter  hereof  shall  be  the  California state and U. S. federal courts having
within their jurisdiction the County of Los Angeles. Both parties consent to the
jurisdiction  of  such courts and agree that process may be served in the manner
provided  herein  for giving of notices or otherwise as allowed by California or
federal law. In any action or proceeding to enforce rights under this Agreement,
the  prevailing  party  shall  be entitled to recover costs and attorneys' fees.

               C.  Headings.  Headings and captions are for convenience only and
                   ---------
are  not  to  be  used  in  the  interpretation  of  this  Agreement.

               D.  Notices.  All  notices  required  or  permitted  under  this
                   --------
Agreement shall be in writing, shall be sent to the party's address as set forth
immediately below, shall reference this Agreement, and shall be deemed given (i)
when  delivered  personally;  (ii)  three  (3)  days  after  having been sent by
registered  or  certified mail, return receipt requested, postage prepaid; (iii)
one  (1) day after deposit with a commercial overnight carrier with verification
of  receipt;  or  (iv)  when  sent  by  confirmed  telex  or  facsimile.

               "Licensor"               Austin  Tech,  LLC


                                        Fax:  (   )


               "Licensee"               Integrated  Technologies,  Inc.
                                        11661  San  Vicente  Blvd.,  Ste  707
                                        Los  Angeles,  CA  90049
                                        Fax:  (310)  473-3177

                                      -9-
<PAGE>

A  party  may  change  its  address  for purposes of receiving notices by giving
notice  of  said  change  of  address  in  the  manner  provided  for  herein.

               E.  Entire  Agreement.  This Agreement supersedes all propos-als,
                   ------------------
oral  or  written,  all  negotiations,  conversations, or discussions between or
among  the parties relating to the subject matter of this Agreement and all past
dealing  or  industry  custom. This Agreement and the attached Exhibits contains
the  entire  agreement  and understanding of the parties hereto and there are no
promises,  representations,  warranties,  or  understandings  other  than  those
contained  herein.

               F.  Force  Majeure. Neither party hereto shall be responsible for
                   ---------------
any  failure  to perform its obligations under this Agreement if such failure is
caused  by  acts  of  God,  war,  strikes,  revolutions,  lack  or  failure  of
transportation  facilities,  laws  or  governmental  regulations or other causes
which  are  beyond  the reasonable control of such party. Obligations hereunder,
however,  shall  in  no  event  be excused but shall be suspended only until the
cessation  of  any  cause  of such failure. In the event that such force majeure
should  obstruct performance of this Agreement for more than six (6) months, the
parties hereto shall consult with each other to determine whether this Agreement
should  be  modified.  The  party facing an event of force majeure shall use its
best  endeavors  in  order  to  remedy that situation as well as to minimize its
effects.  A  case of force majeure shall be notified to the other party by telex
or  telefax  within thirty (30) days after its occurrence and shall be confirmed
by  a  letter.

               G.  Export  Control.  Each party hereby agrees to comply with all
                   ----------------
export  laws  and  restrictions and regulations of the Department of Commerce or
other United States or foreign agency or authority, and not to knowingly export,
or allow the export or re-export of any Technology or Proprietary Information or
any  direct  product  thereof  in  violation  of  any such restrictions, laws or
regulations,  without  all  required  licenses  and  authorizations.

               H.  Severability.  If  any  provision  of  this Agreement is held
                   -------------
illegal,  invalid  or  unenforceable  by a court of competent jurisdiction, that
provision  will be limited or eliminated to the minimum extent necessary so that
this  Agreement shall otherwise remain in full force and effect and enforceable.

               I.  Basis  of  Bargain. Each party recognizes and agrees that the
                   ------------------
liability  and  remedy  limitations in this Agreement are a materially bargained
for  basis  of  this  Agreement  and  that they have been taken into account and
reflected  in determining the consideration to be given by each party under this
Agreement  and  in  the  decision  by  each  party to enter into this Agreement.

               J.  Counterparts. This Agreement may be executed in any number of
                   -------------
counterparts  and by facsimile, and each such counterpart hereof shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute  but one agreement.  In the event of facsimile signature, the parties
hereto  agree  to  deliver  the  original  signature  pages  to counsel for  the
respective  parties  within  ten  (10)  calendar  days  after  the  date of this
Agreement.

                                      -10-
<PAGE>

               K.  Further  Actions.  The parties hereto hereby agree to execute
                   -----------------
such  other  documents  and  to  take  such  other  action  as may be reasonably
necessary  to  further  the  purposes  of  this  Agreement.

     IN  WITNESS  WHEREOF,  the parties have executed this Agreement on the date
and  year  first  written  above.

LICENSEE:                                   LICENSOR:

INTEGRATED  TECHNOLOGIES,  INC.             AUSTIN  TECH,  LLC.

      /s/ Robert M. Bernstein
By:_________________________________                /s/ Leonard Berg
                                            By:_______________________________

Title:  _______________________________
                                                     President
By:_________________________________        Title: _____________________________

Title:  _______________________________



                                      -11-
<PAGE>


                                    EXHIBIT A
                                   TECHNOLOGY

Technologies that______________________________________________________________.


<PAGE>
                                   EXHIBIT A-1
                                 PERMITTED USES

The  Permitted  Uses  for  the  Technology  shall  be  defined  as  only  those
applications in which the Technology is used in combination with, simultaneously
or  as  an  integral part of the MATECH Technology. Additionally, the Technology
can  only  be  used  in  the  following markets: a) bridges, b) tunnels, c) tank
farms,  and  d)  railroads.

In  the  event any application has the ability to use only the Technology or the
MATECH Technology without the use of the other technology such application shall
not  be  a  Permitted Use for the Company. In such event Licensor, or MATECH, as
the  case may be, may pursue such non permitted use of the respective technology
on  its  own.




<PAGE>
                                    EXHIBIT B



                         PATENTS AND PATENT APPLICATIONS


     United  States  of  America

          None



     Mexico

          None


<PAGE>