INTERNATIONAL LICENSE AGREEMENT executed on January 1st, 2005.



BETWEEN:     WKF 5 LTD., a corporation existing under the laws of MALTA;

             (hereinafter referred to as "Licensor")
AND:         XL  GENERATION  AG,  a  corporation  existing  under  the  laws  of
             SWITZERLAND;

             (hereinafter referred to as "Licensee")
              --------------------------------------


PREAMBLE

WHEREAS Licensor possesses certain intellectual and industrial property rights;

WHEREAS Licensor is willing to grant, and Licensee desires to acquire, exclusive
rights as provided below on a worldwide basis, as that term is defined below;

NOW, THEREFORE, in consideration of the premises and mutual promises,  terms and
conditions hereinafter set forth, and other good and valuable consideration, the
receipt and  sufficiency  of which are hereby  acknowledged,  THE PARTIES HERETO
AGREE AS FOLLOWS:

1.    DEFINITIONS

As used herein, the following terms shall have the following definitions.

1.1   Affiliates.  "Affiliates"  of a party hereto shall mean (i)  companies the
      majority of whose voting  shares are now or hereafter  owned or controlled
      directly  or  indirectly  by  such  party;  (ii)  companies  which  now or
      hereafter  own or control  directly or indirectly a majority of the voting
      shares of such  party;  and (iii)  companies  a majority  of whose  voting
      shares are now or hereafter owned or controlled  directly or indirectly by
      any company  mentioned in (i) or (ii) of this definition.  A company shall
      be considered an "Affiliate" for only so long as such ownership or control
      exists.  For the  purposes  of this  definition,  partnerships  or similar
      entities  where a  majority-in-interest  of its  partners  or owners are a
      party hereto  and/or  Affiliates  of such party shall also be deemed to be
      Affiliates of such party.

1.2   Business Day.  "Business Day" shall mean a day on which banks are open for
      business in Switzerland.


<PAGE>

1.3   Confidential Information.  "Confidential Information" shall mean that part
      of the  Technical  Information,  whether in written,  oral or visual form,
      which is (i) not publicly known and (ii)  annotated by a legend,  stamp or
      other written  identification as confidential or proprietary  information,
      or if  disclosed  orally or visually,  is followed by a written  statement
      within thirty (30) days after its disclosure  that it is  confidential  or
      proprietary.   In  addition,   "Confidential  Information"  shall  include
      information  disclosed  by either  party to the other party in  accordance
      with Section 2.11 (Modifications and/or Improvements of Products) here of.

1.4   Chosen  currency of payment.  Chosen currency of payment shall means EUROS
      or US DOLLARS as the case may be.

1.5   Effective Date.  "Effective  Date" shall mean the later of (a) the date on
      which  Licensor  executes this  Agreement  (b) the date on which  Licensee
      executes this Agreement;  and (c) otherwise as determined by the partie to
      become effective.

1.6   Inventor(s). "Inventor(s)" shall mean ALAIN LEMIEUX.

1.7   Invoice Price.  "Invoice Price" shall mean Licensee's  invoiced sale price
      of a Product ex works Licensee's facility in Switzerland or in the country
      from  which  the  Products  are  shipped  excluding  any  taxes,  freight,
      shipping, transport, handling, packaging,  insurance, export fees, duties,
      discounts, rebates, commissions, similar such charges and the amounts paid
      to Licensor  for any  components,  parts or other  materials  purchased in
      connection with the manufacture or assembly of such Product.

1.8   Licensed  Technology.   "Licensed   Technology"  shall  mean  the  Rights,
      Products, Trademarks and Technical Information.

1.9   Payment Period.  "Payment Period" shall mean the period  commencing on the
      Effective  Date and ending on the next March 31, June 30,  September 30 or
      December 31,  whichever occurs first, and then each three (3) month period
      thereafter.

1.10  Product.  "Product"  shall mean any and all products  that can be actually
      manufactured  or to be  manufacture  from time to time in  respect  of the
      Patents.

1.11  Rights. "Rights" shall mean, the PATENT and PATENT PENDING AS PER SCHEDULE
      1.11   including  the  Trade  Marks  and  any  and  all  patents,   patent
      applications and trademarks rights and other intellectual  property rights
      with  respect  to any  inventions,  which  patents,  patent  applications,
      copyrights,  mask work  rights and other  rights (i) are  granted or to be
      granted  to  Licensor   (either   directly  or  through  its   Affiliates,
      successors,  assigns,  agents or employees) or to the  Inventor(s) or (ii)
      with respect to which Licensor (either directly or through its Affiliates,
      successors,  assigns,  agents or employees) or the Inventor(s)  shall have
      the right to grant licenses,  sublicenses and rights of the type described
      in  Article 2 below;  and  provided,  however,  that with  respect to this
      Section  1.11 if any  patents,  copyrights,  mask  work  rights  or  other
      intellectual  property  rights  have  been  or are in the  future  issued,
      granted or registered by or with any government in the Territory  based on
      or as embodied in any  Product or any part of the  Technical  Information,
      such  patents,  copyrights,  mask work  rights and other  rights  shall be
      deemed included in this definition.


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<PAGE>

1.12  Technical  Information.  "Technical  Information"  shall  mean  all  trade
      secrets,  know-how,   computer  programs  (including  copyrights  in  said
      software),  knowledge,  technology, means, methods, processes,  practices,
      formulas, techniques, procedures, technical assistance, designs, drawings,
      apparatus,  written  and  oral  rectifications  of  data,  specifications,
      assembly procedures, schematics and other valuable information of whatever
      nature, whether confidential or not, and whether proprietary or not, which
      is now in (or hereafter  during the term of this Agreement comes into) the
      possession  of Licensor or any of the  Inventors  and which is relevant to
      the  manufacture,   assembly,  sale,   distribution,   use,  installation,
      servicing or testing of any Product.

1.13  Territory. "Territory" shall mean the world.


1.14  Trademarks.  "Trademarks" shall mean any and all trademarks,  trade names,
      service marks and other commercial  symbols either listed in Schedule 1.11
      below or which  Licensor  may from time to time  designate  to be included
      within this  definition  by written  notice to Licensee.  Once included in
      this  definition,  such trademarks,  trade names,  service marks and other
      commercial  symbols shall not be removed from this definition  without the
      mutual agreement of the parties hereto.

2.    GRANT OF RIGHTS AND LICENSES

      Subject to all of the terms and conditions set forth in this Agreement:

2.1   Use of Rights.


      2.1.1 Licensor  hereby  grants to Licensee an exclusive  right and license
            during the term of this Agreement to practice the Rights in order to
            make,  use and sell the  Products in the  Territory.  This right and
            license includes,  without  limitation,  the rights: (i) to maintain
            the Products; (ii) to practice the methods and processes involved in
            the use of the  Products;  (iii) to make and have  made,  to use and
            have used, and to maintain machines,  tools,  instrumentalities  and
            materials;  and  (iv) to use and have  used  methods  and  processes
            insofar  as  such  machines,  tools,  instrumentalities,  materials,
            methods  and   processes  are  involved  in  or  incidental  to  the
            development,  manufacture, sale, installation,  testing or repair of
            the Products.


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<PAGE>

      2.1.2 Each system,  component  or item of  equipment  used to practice the
            Rights  shall  be  designated,  identified  and  labeled  in a  form
            approved by Licensor with an appropriate  patent,  copyright or mask
            work  right  notice  or other  notice  relating  to  manufacture  by
            Licensee,  its sub licensees and its assigns being  permitted  under
            license from Licensor.

      2.1.3 Each Product shall be labeled in a form approved by Licensor with an
            appropriate  patent,  copyright  or mask work right  notice or other
            notice  relating to manufacture  by Licensee,  its sub licensees and
            its assigns being permitted under license from Licensor.

2.2   Use of Technical Information.

      2.2.1 Licensor  grants to Licensee an  exclusive  right during the term of
            this  Agreement  to use the  Technical  Information,  if any, in the
            Territory in connection with  Licensee's  exercise of its rights and
            licenses granted hereunder.

      2.2.2 As soon as  practicable  after the Effective  Date,  Licensor  shall
            provide to Licensee free of charge all of the Technical  Information
            and all patent or other  searches and prior art in the possession of
            Licensor or of any of the Inventors.

2.3   Right to Use Trademarks; Promotion on Internet.

      2.3.1 Licensee  may  use  trademarks,   trade  names,  service  marks  and
            commercial  symbols  in  connection  with  the  sale,  distribution,
            marketing and promotion of the Products hereunder.

      2.3.2 Licensee shall follow  Licensor's  instructions with respect to each
            of the following:  (i) use of any information  about Licensor or the
            Products available on the Internet;  (ii) linking of any site on the
            Internet  to any  site  on the  Internet  established,  operated  or
            sponsored by Licensor; and (iii) use of any of the Trademarks on any
            site on the Internet.  Licensee acknowledges that it shall cease the
            activities  described  in  (i),  (ii)  and/or  (iii)  above,  if  so
            instructed by Licensor. The License is also hereby granted the right
            to establish,  operate, sponsor or contribute content to any site on
            the  Internet  which  incorporates  the  word  "XL  Turf" as its URL
            address or any part of such address.  The use and the content of any
            Web  Site  should  be  implemented  with  the  consultation  of  the
            Licensor.

2.4   Quality Control.

      2.4.1 In  order to  comply  with  Licensor's  quality  control  standards,
            Licensee shall:

            2.4.1.1  maintain  the  quality  of  the  Products  identified  by a
            Trademark by adhering to those specific  quality  control  standards
            that Licensor may from time to time  promulgate  and  communicate to
            Licensee  with respect to such  Products;  provided,  however,  that
            those standards shall be reasonable;


                                       4
<PAGE>

            2.4.1.2 use the Trademarks in compliance  with all relevant laws and
            regulations;

            2.4.1.3 accord Licensor the right to inspect  Licensee's  facilities
            used in connection  with the Products  during normal business hours,
            without prior advance notice, to confirm that Licensee's use of such
            Trademarks  is in  compliance  with this  provision  and provide the
            Licensor  with  sample,  from  time  to  time  as  requested  by the
            Licensor;

            2.4.1.4 not modify any of the  Trademarks in any way and not use any
            of the  Trademarks  on or in  connection  with any goods or services
            other than the Products.

2.5   Territorial Limitations. There is no Territorial Limitations.

2.6   Right to  Sublicense  or  Assign.  Licensee  shall  not have the  right to
      sublicense  or assign  any of the  rights or  licenses  granted  hereunder
      without  Licensor's  prior  written  consent,  which  consent shall not be
      unreasonably  withheld.  Even  if  Licensor  gives  its  consent,  such  a
      sublicense  or  assignment  shall  not  become  effective  until  such sub
      licensee or assignee,  as the case may be, confirms in writing to Licensor
      that it agrees to be bound by all of the terms and conditions contained in
      this Agreement.

2.7   No Rights by  Implication.  No rights or licenses with respect to Licensed
      Technology  are  granted  or deemed  granted  hereunder  or in  connection
      herewith,  other than those rights or licenses  expressly  granted in this
      Agreement.

2.8   Non-Competition.  During the term of this  Agreement,  Licensee  shall not
      engage in any  negotiations  with third  parties with a view  towards,  or
      engage in,  directly or  indirectly,  in the  Territory  the  manufacture,
      distribution  or sale of any products  which are similar to or competitive
      with the Products.

2.9   Modifications and/or Improvements of Products. Each party agrees to notify
      the other party of each  modification or improvement in a Product which it
      has developed and decided to introduce in its  production of such Product.
      Each party also agrees to advise the other party of the cost of delivering
      one   reproducible   copy  of   manufacturing   drawings  and  engineering
      specifications   relating  to  such   modification  or  improvement.   The
      developing  party  shall upon  request  of the other  party  deliver  such
      drawings  and  specifications  to the other party upon  receipt of payment
      covering such cost. The developing party may apply each such  modification
      or  improvement  to the Products,  without the consent of the other party.
      The  other  party  may also use each  such  modification  or  improvement,
      without  paying any amounts to the  developing  party (other than,  in the
      case of Licensor as the developing  party,  the royalty on the modified or
      improved  Products which would  otherwise be payable in accordance with of
      this Agreement).


                                       5
<PAGE>

      In  addition,  where  Licensee  is  the  developing  party,  Licensor  may
      sublicense  Licensee's  modifications and improvements to Licensor's other
      licensees outside the Territory, without paying any amounts to Licensee.

      2.9.1 If a modification  or  improvement is made by Licensor,  any and all
            warranties given by Licensor with respect to the Product so modified
            or improved shall also extend to such  modification  or improvement.
            The modified or improved Product shall be deemed a "Product" for the
            purposes of this Agreement.

      2.9.2 If a modification  or  improvement is made by Licensee,  any and all
            warranties given by Licensor with respect to the Product so modified
            or improved shall not extend to such modification or improvement.

      2.9.3 The modified or improved Product shall be deemed a "Product" for the
            purposes of this Agreement,  but the royalty for  manufacturing  and
            selling such  modified or improved  Product shall be included in the
            royalties provided below in this agreement.

      2.9.4 For the purposes of this Section,  a modification  or an improvement
            shall mean any invention,  discovery,  modification  or improvement,
            whether   patentable  or  not,  which  can  be  employed  to  reduce
            manufacturing or assembly costs of any Product,  improve performance
            of any Product,  increase  service life of any Product,  broaden the
            applicability or range of uses of any Product or create a wholly-new
            product, item of software, equipment,  component, part, tool or test
            equipment. A modification or improvement shall also include, without
            limitation,   modifications  to  existing   copyrightable  works  of
            authorship.

2.10  Use of Licensed  Technology for Other Purposes.  In addition to the rights
      and licenses granted to Licensee  pursuant to Sections 2.1 and 2.2 hereof,
      Licensee  may,  subject to the prior  written  consent of Licensor,  which
      consent shall not be unreasonably  withheld,  use the Licensed  Technology
      for the manufacture, assembly, sale, distribution,  servicing, installing,
      use,  leasing and testing of products,  items,  equipment,  or  mechanical
      devices which are not Products.  Licensee  shall pay Licensor a royalty on
      such products,  items, equipment and mechanical devices at a rate which is
      agreed  to by the  parties,  but in no event  more than the  royalty  rate
      payable  pursuant to this Agreement  hereof,  and which shall otherwise be
      computed and paid in accordance with Article 5 hereof.

2.11     Intellectual Property Maintenance Fees. Licensor shall keep current all
         Rights relevant to the Products, and shall pay all fees and expenses in
         connection therewith promptly as such fees and expenses become due and
         payable.


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<PAGE>

3.    OBLIGATIONS OF LICENSOR

3.1   Product  Information and Literature.  Licensor shall provide Licensee with
      catalogues,  maintenance  manuals and other  descriptive  literature  with
      respect to the Products which Licensor has previously  generated,  as well
      as which Licensor  otherwise  generates during the term of this Agreement.
      All the cost shall be payable by the Licensee.  Licensee  shall follow any
      and all marketing suggestions described therein. However, Licensor has the
      right to require  Licensee to provide  such  advertising  and  promotional
      material but all such material shall be approved by the Licensor.

3.2   Training and Technical  Assistance.  To assist  Licensee in exercising its
      rights  hereunder,  Licensor  agrees to provide  appropriate  training and
      technical  assistance  to  Licensee,   its  employees  and  its  permitted
      sublicensees,  so that  Licensee  will be able to practice the Patents and
      use the  Licensed  Technology  to its full  potential.  Such  training and
      assistance  shall be rendered by Licensor at no expense to Licensee unless
      otherwise  agreed between the parties;  provided,  however,  that Licensor
      shall  not  devote  more  than  reasonable  time  during  the term of this
      Agreement in rendering such training and technical assistance to Licensee.
      The parties  hereto shall from time to time determine  whether  particular
      training and assistance  shall be rendered at Licensor's  facilities or at
      Licensee's  facilities.  Travel  costs,  lodging and all related  expenses
      incurred  by one  party  in  connection  with  sending  its  employees  or
      permitted sublicensees to the other party's location shall be paid in full
      by the party sending such individuals unless, otherwise agreed between the
      parties.

3.3   Evaluations. Licensor may provide Licensee free of charge with evaluations
      of Licensee's manufacturing,  assembly, service, testing, installation and
      technical  proposals;  provided,  however,  that Licensor shall not devote
      more than  reasonable  time during the term of this Agreement in rendering
      such evaluations to Licensee.  The parties may however determine a fee for
      such an  evaluation  process  if the  time  spent is more  important  than
      expected.

3.4   Preparing Bids.  Licensor may assist,  on a case by case file according to
      Licensor  own  discretion,  Licensee  in the  preparation  of any  and all
      contractual,  tender and other bids for the  Products  which  Licensee may
      from time to time submit to a prospective customer.  Licensor and Licensee
      shall  each  bear  the  costs,  unless  otherwise  agreed,  which it shall
      respectively  incur during the  preparation of such bids for the Products;
      provided,  however,  that in the event that Licensee is awarded a contract
      as the result of any such bid,  Licensee shall reimburse  Licensor for its
      services in the preparation of such bid. The amount of such reimbursement,
      should a  contract  be  awarded,  shall be set by the  parties  hereto  in
      advance  of  Licensor   rendering  any  assistance   under  this  Section.
      Notwithstanding  anything  contained in this  provision  to the  contrary,
      Licensor  shall not devote  more than  reasonable  time during the term of
      this Agreement in rendering such assistance to Licensee, on a case by case
      situation.


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<PAGE>

3.5   Testing.


            3.5.1 The  parties  hereto  acknowledge  that  Products  can only be
            proven and accepted by many  prospective  customers  after  rigorous
            testing.  Licensee  shall  take all  necessary  steps to  operate an
            adequate test program for Products.

            3.5.2 Licensor shall have the right to have its personnel present at
            any and all tests of Products.

            3.5.3 Based on Sections 3.5.1 and 3.5.2 above, Licensor and Licensee
            agree as follows:

            3.5.3.1  Any  design  fault or  design  defect  in any  Product  not
            modified or improved by Licensee in  accordance  with  Section  2.11
            above, whether  manufactured by Licensor or Licensee,  discovered as
            the result of any such test,  shall be corrected by Licensor,  at no
            additional cost to Licensee;

            3.5.3.2 Any fault or defect in any Product manufactured by Licensor,
            which is  discovered as the result of any such test and which arises
            from  inferior  workmanship  and/or  inferior  materials,  shall  be
            corrected by Licensor, at no additional cost to Licensee;

            3.5.3.3 Any fault or defect in any Product manufactured by Licensee,
            which is  discovered as the result of any such test and which arises
            from  inferior  workmanship  and/or  inferior  materials,  shall  be
            corrected by Licensee,  at Licensee's  expense;  provided,  however,
            that:  (A) the  obligations  set out in this Section 3.5.3 shall not
            extend  beyond the  duration  of the testing  program,  which may be
            terminated  at any  time  by the  mutual  agreement  of the  parties
            hereto; and (B) such testing program shall  automatically end on the
            date this Agreement expires or is terminated.

3.6   Written  Inquiries.  Licensor  shall,  at no additional  cost to Licensee,
      answer  all  written  inquiries  from  Licensee  directly  concerning  the
      manufacture,  assembly,  installation,  testing,  use and servicing of the
      Products;  provided,  however,  that  Licensor  shall not devote more than
      reasonable  time during the term of this  Agreement in  responding to such
      written  inquiries  and provided  that the Licensee is not able to answer,
      first, to such inquiries.

3.7   Locating Sources for Components. Licensor shall not be obliged to identify
      suppliers of components, parts, tools and test equipment for Products, nor
      to then  assist  Licensee  in  negotiating  supply  agreements  with  such
      suppliers  but may from  time to time  assist  the  Licensee  to find such
      location, at its own discretion.


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<PAGE>

3.8   Additional Services.

      3.8.1 Licensor may, but with no obligation,  use its reasonable efforts to
            provide Licensee with any and all additional  assistance  reasonably
            requested  by  Licensee,  including  without  limitation:  producing
            technical,  sales, advertising and other reports and information for
            Licensee  which  Licensee  believes  might be useful in selling  the
            Products   manufactured   hereunder;   and  assisting   Licensee  in
            attempting  to obtain  from  third  parties  technical  information,
            drawings,  plans,  specifications  and  other  data  which  are  not
            proprietary  to Licensor and which  Licensor does not otherwise have
            the right to use, in order to enable Licensee to respond to requests
            of any potential customer.

      3.8.2 Licensor  may bill  Licensee  for any such  services  not  expressly
            provided  free of charge in the  agreement at prices to be agreed in
            advance by the parties hereto.

      3.8.3 Such services  shall be invoiced  monthly by Licensor,  shall be due
            within  thirty  (30)  days  after  Licensee's  receipt  of  each  of
            Licensor's  invoices  therefore,  and  shall  otherwise  be  paid in
            accordance  with Section 5.7 (Payment of Royalties and License Fees)
            below.

3.9   Visitors.  Employees  and  representatives  of either  party  visiting the
      facilities  of the other  party shall be required to observe the rules and
      regulations of the facilities being visited and the security  requirements
      imposed by the controlling government. Each party agrees to hold the other
      party harmless from any responsibility for injuries to or the death of its
      employees or representatives  while visiting the other party's facilities,
      except in cases of gross negligence or intentional tortious acts.

4.    SALES BY LICENSOR TO LICENSEE

4.1   It is not expected  that the Licensor  will made any sales to the Licensee
      in the execution of the obligations of both parties under this Agreement.

5.    COMPENSATION PAYABLE TO LICENSOR

5.1   License Fee. Subject to section 5.7, Licensee shall pay a once and for all
      lump sum License Fee. The amount  shall be  negotiated  agreed upon before
      June 30, 2005.

5.2   Royalty.

      5.2.1 Licensee agrees to pay Licensor,  for the rights granted to Licensee
            with respect to the Licensed  Technology  and for the services to be
            rendered  by  Licensor  pursuant to  Sections  2.2.2,  3.1  (Product
            Information   and   Literature),   3.2   (Training   and   Technical
            Assistance), 3.3 (Evaluations), 3.4 (Preparing Bids), 3.5 (Testing),
            3.6 (Written  Inquiries)  and 3.7 (Locating  Sources of  Components)
            above, a royalty for each and every Product manufactured and sold by
            or on behalf of Licensee or its  permitted  sublicensees  or assigns
            (excluding  returns).  Such royalty for a Product  shall be equal to
            the amount which is 5 % of the Invoice Price for such Product.


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<PAGE>

      5.2.2 If Licensee or its permitted sublicensees or assigns install or have
            installed at any location any Product by replacing at such  location
            a  Product  that has  previously  been  installed  pursuant  to this
            Agreement, then the royalty on such replacement Product shall be the
            percentage  royalty  otherwise  provided  for under this Section 5.1
            applied  to the  following  amount:  (i) the  Invoice  Price of such
            replacement  Product,  less (ii) the  Invoice  Price of the  Product
            being replaced.

5.3   Contents of Licensee's Reports.  Licensee shall deliver to Licensor within
      thirty (30) days after the end of each Payment Period,  beginning with the
      first Payment  Period,  a written  report  describing,  for the applicable
      Payment  Period:   the  number  and  full   description  of  each  Product
      manufactured  and  sold,  leased  or used in  accordance  with  one of the
      subsections  of  Section  5.1  above by or on behalf  of  Licensee  or its
      permitted  sublicensees  or assigns  during such Payment  Period;  (b) the
      Invoice Price for each such  Product;  (c)  Licensee's  ability to collect
      amounts  owed on  Products  does not affect the royalty due to Licensor on
      such Product and (d) the total royalty due on such payments  under Section
      5.1 hereof

5.4   Payments Accompany  Licensee's  Reports.  Each report for a Payment Period
      required in Section 5.2 hereof  shall be  accompanied  by full  payment to
      Licensor of the royalties payable under Section 5.1 hereof.

5.5   Royalties Mistakenly Paid on Returned Products. If Licensee pays a royalty
      on a Product which has been or is subsequently returned to Licensee or its
      permitted sublicensees or assigns, the amount of the royalty so paid shall
      be deemed a credit  against  royalties  payable by Licensee for subsequent
      Payment  Periods.  If no royalties  are payable for a  subsequent  Payment
      Period,  the  remaining  balance  of such  credits  shall be  refunded  to
      Licensee  within thirty (30) days after  Licensor's  receipt of Licensee's
      report for such Payment Period prepared pursuant to Section 5.2 hereof.

5.6   Minimum Royalty. There is no minimum royalty payable under this Agreement.

5.7   License  Fees.  In addition to the royalties  payable  hereunder,  for the
      rights granted  hereunder  Licensee  shall pay Licensor  license fees of 1
      Euro per year:


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<PAGE>

5.8   Payments of Royalties and License Fees.

      5.8.1 All  payments  under  Section  5.3  (Payments  Accompany  Licensee's
            Reports),  and Section 5.6  (License  Fees)  hereof shall be made by
            wire transfer,  to such bank or account as Licensor may from time to
            time  designate in writing.  All  payments  shall be made in Euro: ,
            unless a Product sale occurs in another currency,  in which case the
            royalty  owed on such Product  shall be paid in such other  currency
            unless if the Licensor give other instruction to the Licensee.

      5.8.2 Whenever  any payment  hereunder  shall be stated to be due on a day
            which  is not a  Business  Day,  such  payment  shall be made on the
            immediately succeeding Business Day.

      5.8.3 Payments  hereunder  shall be considered to be made as of the day on
            which they are received in Licensor's designated bank or account.

      5.8.4 Unless different instruction given by the Licensor to the Licensee:

            If the Invoice  Price or internal  transfer  price of any Product is
            stated in a  currency  other  than Euro,  then,  for the  purpose of
            calculating  the royalty  payable  hereunder,  such Invoice Price or
            internal transfer price shall be converted into Euro at the exchange
            rate between those two currencies  quoted in the Wall Street Journal
            in New York five (5) business days immediately preceding the date on
            which such royalty  becomes due. If no such  exchange rate is quoted
            in that edition, such Invoice Price or internal transfer price shall
            be  converted  into  Euro at the  exchange  rate  between  those two
            currencies  most recently  quoted in the Wall Street  Journal in New
            York.  If no such  exchange  rate has been quoted in the Wall Street
            Journal in New York at any time during the twelve (12) month  period
            preceding  the date on which such royalty  becomes due, such Invoice
            Price or  internal  transfer  price,  as the  case may be,  shall be
            deemed to be equal to the Invoice Price or internal  transfer price,
            respectively,  most recently charged by anyone in a sale or use of a
            similar Product in Euro:

            5.8.4.1  All  payments  due under  Section 5.4  (Payments  Accompany
            Licensee's  Reports) or Section 5.7  (License  Fees)  hereof but not
            paid by Licensee on the due date thereof shall bear interest in EURO
            at the rate  which is the lesser of: (i) one per cent (1%) per annum
            above the then  applicable  prime  interest  rate  announced  by the
            Licensor's Bank or 90-day loans in such currency to prime commercial
            customers in Switzerland;  and (ii) the maximum lawful interest rate
            permitted  under  applicable  law. Such interest shall accrue on the
            balance of unpaid  amounts  from time to time  outstanding  from the
            date on which  portions of such  amounts  become due and owing until
            payment thereof in full.


                                       11
<PAGE>

      5.8.5 No part of any amount  payable to Licensor  hereunder may be reduced
            due to any  counterclaim,  set-oft  adjustment  or other right which
            Licensee might have against Licensor,  any other party or otherwise,
            except as is provided in Section 13.11.2  (Responsibility for Taxes)
            hereunder.

5.9   Licensee's  Books and Records.  Licensee  agrees to make and keep full and
      accurate  books and  records  in  sufficient  detail  to enable  royalties
      payable hereunder to be determined.

5.10  Licensor's  Right to Audit.  On seven  (7) days  prior  written  notice to
      Licensee, Licensor and its certified public accountants and other auditors
      shall have full access to the books and records of Licensee  pertaining to
      activities  under this  Agreement  and shall have the right to make copies
      there  from  at  Licensor's  expense.   Licensor,   its  certified  public
      accountants  and other  auditors  shall have such access at all reasonable
      times  and  from  time  to  time  during  normal  business  hours.  Prompt
      adjustment  shall be made by the proper party to compensate for any errors
      or omissions disclosed by such audit.

5.11  Audit Information  Confidential.  Licensor agrees to hold confidential all
      information  leamed in the course of any  examination of Licensee's  books
      and records hereunder,  except when it is necessary for Licensor to reveal
      such  information  in order to enforce its rights under this  Agreement in
      court, or similar dispute resolution or enforcement  proceeding or action,
      or except when compelled by law.

5.12  Licensee's  Reports  Conclusively  Correct.  All reports and  payments not
      disputed as to correctness by Licensor within six (6) months after receipt
      thereof shall thereafter conclusively be deemed correct for all purposes.

6.    INVENTIONS

6.1   Registering Patents and Other Intellectual Property Rights.

      6.1.1 If either Licensor or any Inventor formulates,  makes or conceives a
            patentable  invention  or develops any other  intellectual  property
            rights  which  constitute a  modification  and/or  improvement  of a
            Product,  Licensor or such Inventor,  as the case may be, may apply,
            at its  or  his  own  expense,  for  appropriate  patent  and  other
            intellectual  property  right  registrations  of such  invention  or
            rights  in any and all  jurisdictions.  In each  jurisdiction  where
            Licensor  or such  Inventor,  as the case may be, does not apply for
            such patent or  registration  within  ninety (90) days after  having
            formulated, made or conceived such patentable invention or developed
            such right,  then Licensee may either:  (i) apply for such patent or
            registration  in  such  jurisdiction,  at its own  expense;  or (ii)
            request Licensor or such Inventor,  as the case may be, to apply for
            such patent or registration in such jurisdiction and then assign all
            of its or his  rights  in  such  applications  to  Licensee,  all at
            Licensee's expense.


                                       12
<PAGE>

      6.1.2 If Licensee formulates, makes or conceives a patentable invention or
            develops any other  intellectual  property rights which constitute a
            modification and/or improvement of a Product, Licensee may apply, at
            its own  expense,  for  appropriate  patent  and other  intellectual
            property right registrations of such invention and rights in any and
            all  jurisdictions.  In each  jurisdiction  where  Licensee does not
            apply for such  registration  within  ninety (90) days after  having
            formulated, made or conceived such patentable invention or developed
            such right,  then Licensor may either:  (i) apply for such patent or
            registration  in  such  jurisdiction,  at its own  expense;  or (ii)
            request  Licensee to apply for such patent or  registration  in such
            jurisdiction  and then assign all of its rights in such  application
            to Licensor, all at Licensor's expense.

      6.1.3 Each party hereto  shall,  at the request of the other  party,  both
            during and after the term of this Agreement,  execute such documents
            and render such assistance as may be appropriate to enable the other
            party to maintain or obtain registrations of patents or intellectual
            property rights in any  jurisdiction in accordance with this Section
            6.1.

6.2   Export Licenses.  Any and all obligations of Licensor or Licensee,  as the
      case may be, under  Section 2.11  (Modifications  and/or  Improvements  of
      Products)  above or under this Article to provide the other party with any
      invention or intellectual  property right are expressly  conditioned  upon
      the obtaining of any and all export,  re-export  and other  authorizations
      and  licenses  that  may from  time to time be  required  by the  relevant
      governments.  Licensor and Licensee each agrees to use its best efforts to
      obtain such authorizations and licenses with respect to its inventions and
      intellectual   property   rights,   but  its   inability  to  obtain  such
      authorizations  and  licenses  shall  not  constitute  a  breach  of  this
      Agreement.

7.    CONFIDENTIAL INFORMATION

7.1   Confidentiality  Maintained. Each party agrees that the other party hereto
      has a proprietary  interest in its  Confidential  Information.  During and
      after the term of this Agreement,  all disclosures to the receiving party,
      its  agents  and  employees  shall be held in  strict  confidence  by such
      receiving party, its agents and employees,  and such receiving party shall
      disclose  the  Confidential  Information  only to those of its  agents and
      employees  to whom it is  necessary  in order  properly to carry out their
      duties as limited by the terms and conditions  hereof.  During the term of
      this Agreement and after the term of this  Agreement,  the receiving party
      shall not use the  Confidential  Information  except for the  purposes  of
      exercising  its  rights  and  carrying  out  its  duties  hereunder.   The
      provisions  of this  Section  7.1 shall also apply to any  consultants  or
      subcontractors  during the term of this  Agreement g and after the term of
      this Agreement that the receiving  party may engage in connection with its
      obligations under this Agreement.


                                       13
<PAGE>

7.2   Liability  for  Disclosure.  Notwithstanding  anything  contained  in this
      Agreement to the contrary,  neither party shall be liable for a disclosure
      of the  other  party's  Confidential  Information  if the  information  so
      disclosed:

      7.2.1 was  in the  public  domain  at the  time  it was  disclosed  by the
            disclosing party to the receiving party; or

      7.2.2 was known to or contained in the records of the receiving party from
            a source other than the  disclosing  party at the time of disclosure
            by  the  disclosing  party  to the  receiving  party  and  can be so
            demonstrated; or

      7.2.3 was  independently  developed  by  the  receiving  party  and  is so
            demonstrated   promptly  upon  receipt  of  the   documentation  and
            technology by the receiving party; or

      7.2.4 becomes  known to the  receiving  party from a source other than the
            disclosing  party without  breach of this Agreement by the receiving
            party and can be so demonstrated; or

      7.2.5 if in writing,  was not  identified as  Confidential  Information in
            accordance with Section 1.3 (Definition of Confidential Information)
            hereof or

      7.2.6 must be  disclosed  pursuant  to a contract  or  subcontract  with a
            governmental   agency  in  order  to   obtain/retain  a  procurement
            contract; or

      7.2.7 was disclosed  pursuant to court order or as otherwise  compelled by
            law.

8.    PROTECTION OF LICENSED TECHNOLOGY

8.1   Infringements of Licensed Technology.

      8.1.1 Licensor  may,  but is not  required  to, take any and all  actions,
            legal  or   otherwise,   which  are   necessary  to:  (i)  terminate
            infringements  of any  part  of the  Licensed  Technology;  or  (ii)
            terminate  any  attempted  passing-off  by imitation of any Product,
            including without limitation  obtaining damages,  injunction and all
            other  appropriate  relief  Licensee shall have the right to be kept
            informed of the status and  progress of all  actions  instituted  by
            Licensor pursuant to this subsection 8.1.1.  Licensor shall bear all
            the  expenses of all  actions  which it  initiates  pursuant to this
            subsection 8.1.1 (including without limitation attorneys' fees).

      8.1.2 If Licensor does not  institute an action within one hundred  twenty
            (120) days after  receiving  notice from Licensee of an infringement
            of  any  part  of  the  Licensed   Technology  or  of  an  attempted
            passing-off by imitation of any Product, then Licensee may institute
            an action with respect thereto.  Licensor shall have the right to be
            kept  informed  of the  status  and  progress  of all  such  actions
            instituted by Licensee pursuant to this subsection  8.1.2.  Licensor
            shall bear all the expenses of all actions which Licensee  initiates
            pursuant to this  subsection  8.1.2  (including  without  limitation
            attorneys' fees).


                                       14
<PAGE>

      8.1.3 Any recoveries or settlement fees received from suits or settlements
            involving an action initiated pursuant to subsections 8.1.1 or 8.1.2
            above or  agreed  to  shall  be paid:  (i)  first,  to  Licensor  as
            reimbursement  for the  expenses of such action  (including  without
            limitation  attorneys'  fees) which it incurred  (either directly or
            through Licensee);  and (ii) the balance (if any) to the party which
            initiated  such action in  accordance  with  subsections  (a) or (b)
            hereof, for such party's own use and benefit.

      8.1.4 Notwithstanding  subsections 8.1.1, 8.1.2 and 8.1.3 above,  Licensor
            and  Licensee  may agree to jointly  institute an action in order to
            (i) terminate  infringements of any part of the Licensed Technology;
            or (ii)  terminate  any  attempted  passing-off  by imitation of any
            Product.  Licensor and Licensee shall share equally (x) the expenses
            of all actions which they initiate  pursuant to this  subsection (d)
            (including without limitation  attorneys' fees) and (y) the proceeds
            of any judgment rendered therein or settlement resulting there from.

8.2   Use of Name in Suit.  Where,  in the judgment of the party  initiating  an
      action under Section 8.1  (Infringements  of Licensed  Technology),  it is
      necessary to use the other  party's name to  prosecute  such action,  such
      other  party  agrees to allow the  initiating  party to so use the name of
      such other party;  provided,  however, that the initiating party agrees to
      hold such other party harmless against any award of court costs or damages
      resulting solely from the use of such other party's name by the initiating
      party in such action.

8.3   Detect and Report  Infringements.  Licensee agrees to keep watch to detect
      any  actual  or  suspected  unauthorized  use of any part of the  Licensed
      Technology and any attempted  passing-off by imitation of any Product, and
      shall notify Licensor of any such actual or suspected unauthorized use and
      any such  attempted  passing-off  within thirty (30) days after  receiving
      knowledge of the actual or  suspected  unauthorized  use or the  attempted
      passing-off.

9.    DEFENSIVE LITIGATION

9.1   Indemnity by Licensor.

      9.1.1 Except as provided in subsection 9.1.3 below,  Licensor shall defend
            and indemnify  Licensee  from and against any damages,  liabilities,
            costs and expenses (including  reasonable  attorneys' fees and court
            costs) either (i) arising out of any claim that Licensee's  practice
            or use  of the  Rights  or  making,  use  or  sale  of the  Products
            infringes  a valid  intellectual  property  right  or  represents  a
            misappropriation  of a  trade  secret  of a  third  party,  or  (ii)
            resulting  from or caused by or  claimed to have  resulted  from any
            sale or use of any  Product,  whether  based on  negligence,  strict
            liability or other grounds;  provided,  however,  that: (1) Licensee
            shall have promptly  provided  Licensor with written  notice thereof
            and   reasonable   cooperation,   information,   and  assistance  in
            connection  therewith;  (2)  Licensor  shall have sole  control  and
            authority  with respect to the defense,  settlement,  or  compromise
            thereof;  and (3) this  indemnity  shall not  apply if such  damage,
            liability,  cost or expense  results solely from or is caused solely
            by an intentional tortious act or the gross negligence of Licensee.


                                       15
<PAGE>

      9.1.2 Should any Products  delivered  hereunder  become or, in  Licensor's
            reasonable  opinion,  be  likely to become  the  subject  of a claim
            described in subsection 9.1.1(i) above, Licensor may, at its option,
            either  procure for  Licensee the right to continue  purchasing  and
            using such Products, or replace or modify such Products so that they
            become  non-infringing.  In such event, Licensor may direct Licensee
            to  withhold   further   shipments  of  infringing  or   potentially
            infringing Products.

      9.1.3 Licensor  shall have no liability or  obligation  to Licensee  under
            this Section  with  respect to any claim based upon:  (i) use of the
            Products  by  Licensee  or  its  customers  in  an   application  or
            environment   for  which  such   Products   were  not   designed  or
            contemplated; (ii) modifications and/or improvements of the Products
            introduced  by  Licensee  or its  customers;  or (iii)  injuries  or
            damages  caused by the Products  which were  attributable  to faulty
            materials  or  workmanship  in the  manufacture  or  assembly of the
            Products by or on behalf of Licensee.  In the event a claim is based
            partially on an indemnified  claim described in subsection 9.1.1 and
            partially on a non-indemnified claim described in this subsection or
            in Section 9.1.1(3) above, any payments and reasonable attorney fees
            incurred in connection with such claim are to be apportioned between
            the parties in accordance  with the degree of cause  attributable to
            each party.

      9.1.4 This Section 9.1 states  Licensee's sole and exclusive remedy in the
            event that a Product  infringes on the intellectual  property rights
            of any third party.

      9.1.5 During the term of this Agreement and for four (4) years thereafter,
            Licensor  shall  maintain an insurance  policy issued by a reputable
            insurance company,  naming Licensee as an additional insured,  which
            policy shall insure against any and all damages, liabilities,  costs
            and expenses  (other than those excluded from  Licensor's  indemnity
            pursuant to subsections  9.1.1(3) or 9.1.3 above)  resulting from or
            caused by (or claimed to be resulting  from or caused by) either (i)
            Licensee's  practice or use of the Rights or making,  use or sale of
            the Products which infringes a valid intellectual  property right or
            which  represents  a  misappropriation  of a trade secret of a third
            party or (ii) any sale or use of any  Product by  Licensee,  whether
            based  on  negligence,  strict  liability  or  other  grounds.  Such
            insurance  policy shall provide  coverage in the amounts of at least
            200 000 Euros per claim and 5 000 000 Euros in the  aggregate or any
            other amounts approved and agreed by the parties from time to time.


                                       16
<PAGE>

9.2   Indemnity by Licensee.

      9.2.1 Licensee  shall defend and  indemnify  Licensor from and against any
            damages,  liabilities,  costs  and  expenses  (including  reasonable
            attorneys' fees and court costs):  (i) arising out of the use of the
            Products  by  Licensee  or  its  customers  in  an   application  or
            environment   for  which  such   Products   were  not   designed  or
            contemplated   or  (ii)   arising   out  of   modifications   and/or
            improvements   to  the  Products   introduced  by  Licensee  or  its
            customers; or (iii) arising out of injuries or damages caused by the
            Products which were  attributable to faulty materials or workmanship
            in the  manufacture  or assembly  of the  Products by Licensee or to
            Licensee's  intentional tortious act or gross negligence;  provided,
            however, that:

            9.2.1.1 Licensor shall have promptly  provided Licensee with written
            notice
            thereof and reasonable cooperation,  information,  and assistance in
            connection therewith; and

            9.2.1.2  Licensee shall have sole control and authority with respect
            to the defense,  settlement,  or  compromise  thereof In the event a
            claim is based  partially on an indemnified  claim described in this
            subsection and partially on a  non-indemnified  claim,  any payments
            and reasonable  attorney fees incurred in connection with such claim
            are to be  apportioned  between the parties in  accordance  with the
            degree of cause attributable to each party.

            9.2.1.3  During  the term of this  Agreement  and for four (4) years
            thereafter,  Licensee shall maintain an insurance policy issued by a
            reputable  insurance  company,  naming  Licensor  as  an  additional
            insured,  which  policy  shall  insure  against any and all damages,
            liabilities,  costs  and  expenses  resulting  from or caused by (or
            claimed  to be  resulting  from  or  caused  by)  (i) the use of the
            Products  by  Licensee  or  its  customers  in  an   application  or
            environment   for  which  such   Products   were  not   designed  or
            contemplated;  or  (ii)  modifications  and/or  improvements  to the
            Products introduced by Licensee or its customers;  or (iii) injuries
            or damages caused by the Products which were  attributable to faulty
            materials  or  workmanship  in the  manufacture  or  assembly of the
            Products by Licensee or to  Licensee's  intentional  tortious act or
            gross  negligence.  Such insurance  policy shall provide coverage in
            the  amounts of at least 200 000 Euros per claim and 5 000 000 Euros
            in the  aggregate  or any other  amounts  approved and agreed by the
            parties from time to time


                                       17
<PAGE>

9.3   Use of Name in Suit.  Where, in the judgment of the indemnifying  party it
      is  necessary  to use the other  party's  name to  prosecute  or defend an
      action  pursuant to Section 9.1  (Indemnity by Licensor) or 9.2 (Indemnity
      by Licensee), the indemnified party agrees to allow the indemnifying party
      to so use its name; provided,  however, that the indemnifying party agrees
      to hold the indemnified party harmless against any award of court costs or
      damages  resulting solely from the use of the indemnified  party's name by
      the indemnifying party in such action.

9.4   Notification  of Suit. The indemnified  party shall give the  indemnifying
      party  written  notice  of any suit or action  described  in  Section  9.1
      (Indemnity  by  Licensor)  or 9.2  (Indemnity  by  Licensee)  wherein  the
      indemnified  party is named as a party.  Such notice shall be given within
      thirty (30) days after acquiring such knowledge or prior to the expiration
      of time in which a response  must be filed with a court or other  judicial
      body, whichever is first to occur.

10.   WARRANTIES AND AFTER-SALES SUPPORT

10.1  Limited Warranty.  As to the Products purchased from Licensor by Licensee,
      Licensor makes the warranty set forth in Schedule 1.10 attached hereto and
      made a part hereof.

10.2  No Other Warranties.

      10.2.1 THE  WARRANTIES IN SCHEDULE 10.1 AND THE  WARRANTIES  UNDER SECTION
            3.5.3 (Testing) ARE IN LIEU OF ANY OTHER  WARRANTY,  WHETHER EXPRESS
            OR   IMPLIED,   WRITTEN  OR  ORAL   (INCLUDING   ANY   WARRANTY   OF
            MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE).

      10.2.2 LICENSOR'S  LIABILITY  ARISING  OUT OF  THE  MANUFACTURE,  SALE  OR
            SUPPLYING OF THE PRODUCTS OR THEIR USE OR DISPOSITION, WHETHER BASED
            UPON  WARRANTY,  CONTRACT,  TORT OR OTHERWISE,  SHALL NOT EXCEED THE
            ACTUAL PURCHASE PRICE PAID BY LICENSEE FOR THE PRODUCTS.

      10.2.3 IN NO EVENT  SHALL  LICENSOR  BE  LIABLE TO  LICENSEE  OR ANY OTHER
            PERSON OR ENTITY FOR SPECIAL,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES
            (INCLUDING,  BUT NOT LIMITED  TO,  LOSS OF PROFITS,  LOSS OF DATA OR
            LOSS  OF  USE  DAMAGES)  ARISING  OUT OF THE  MANUFACTURE,  SALE  OR
            SUPPLYING OF THE PRODUCTS,  EVEN IF LICENSOR HAS BEEN ADVISED OF THE
            POSSIBILITY OF SUCH DAMAGES OR LOSSES.


                                       18
<PAGE>

      10.2.4 THE FOREGOING  WARRANTIES  EXTEND TO LICENSEE ONLY AND SHALL NOT BE
            APPLICABLE  TO  ANY  OTHER  PERSON  OR  ENTITY  INCLUDING,   WITHOUT
            LIMITATION, CUSTOMERS OF LICENSEE.

      10.2.5 Licensee  shall  not  bind  or  purport  to  bind  Licensor  to any
            affirmation, representation or warranty with respect to the Products
            to any third party.

10.3  Product Support Provided by Licensee.  Licensee  undertakes to provide its
      customers to whom it supplies the Products with  after-sales  support of a
      standard  comparable  to that  provided by Licensee for its own  products.
      Such  product  support  shall  include  adequate  technical  liaison  with
      customers  in order to ensure the  timely  identification,  prevention  or
      solution  to  problems  encountered  by such  customers  in respect of the
      maintenance,  repair of the Products and parts thereof  Licensee agrees to
      supply  Licensor (for the purpose of Licensor's own product  support) such
      information on the Products that Licensor may request; provided,  however,
      that this information can be supplied  without  infringement to Licensee's
      obligations of secrecy towards its own customers.

11.   REPRESENTATIONS, WARRANTIES AND COVENANTS

Each of Licensor and Licensee  hereby  represents  warrants and covenants to the
other as follows:

11.1  Right,  Power and  Authority.  It has full right,  power and  authority to
      enter into this Agreement and there is nothing which would prevent it from
      performing its obligations under the terms and conditions imposed on it by
      this Agreement.

11.2  Binding Obligation.  This Agreement (including without limitation Sections
      13.2  (Governing  Law)  and  13.3  (Dispute  Resolution))  has  been  duly
      authorized by all necessary  corporate and stockholder  action of Licensor
      and Licensee, respectively, and constitutes a valid and binding obligation
      on Licensor and Licensee, respectively, enforceable in accordance with the
      terms hereof

11.3  Corporate  Good-Standing.  Licensor or Licensee,  as the case may be, is a
      corporation duly organized and validly existing and in good standing under
      the laws of its  jurisdiction of  incorporation  and is duly qualified and
      authorized  to do  business  wherever  the  nature  of its  activities  or
      properties requires such qualification or authorization.

11.4  No Government  Approvals  Needed.  No registration with or approval of any
      government  agency or commission of any  jurisdiction is necessary for the
      execution,  delivery  or  performance  by it of any of the  terms  of this
      Agreement,  or for the validity and enforceability  hereof or with respect
      to its obligations  hereunder,  except such registrations and approvals as
      have been made or  obtained,  certified  copies of which are  attached  as
      Schedule 11.4 hereto.


                                       19
<PAGE>

11.5  No  Provisions  Contravened.  There  is no  provision  in its  company  or
      corporate  charter,  articles  of  incorporation,  By-Laws  or  equivalent
      governing documents, and no provision in any existing mortgage, indenture,
      contract  or  agreement  binding on it which would be  contravened  by the
      execution, delivery or performance by it of this Agreement.

11.6  No Consent of Third Parties Needed. No consent of any trustee or holder of
      any of its  indebtedness  is or shall be required  as a  condition  to the
      validity of this  Agreement,  except such consents as have been  obtained,
      certified copies of which are attached as Schedule 11.6 hereto.

11.7  No  Proceedings  Pending.  There is no action  or  proceeding  pending  or
      insofar  as it knows or ought to know  threatened  against  it before  any
      court, administrative agency or other tribunal which might have a material
      adverse  effect on its business or condition,  financial or otherwise,  or
      its  operation of any  business.  Licensor  knows of no claim by any third
      party of  infringement by Licensor or any Inventor on such party's patent,
      trademark,  service  mark,  copyright,  mask work,  trade  secret or other
      intellectual property rights.

11.8  No Law  Contravened.  Neither  its  execution  nor  its  delivery  of this
      Agreement  nor  its  fulfillment  of or  compliance  with  the  terms  and
      provisions  hereof  shall  contravene  any  provision  of the  laws of any
      jurisdiction,   including,   without   limitation,   any  statute,   rule,
      regulation, judgment, decree, order, franchise or permit applicable to it.

11.9  Licensed Technology.  Licensor has the right to use, and to grant licenses
      to use,  the Licensed  Technology.  Licensor has not, and shall not in the
      future during the term of this Agreement,  grant rights or licenses to any
      other person or entity which infringe upon rights and licenses  granted to
      Licensee  hereunder.  The use by Licensee of the Licensed Technology under
      the terms of this Agreement shall not infringe on any third-party  rights,
      including intellectual property rights.

11.10 Validity  of  Patents.  There are no patents  issued by any country in the
      Territory or any other prior art which  invalidate or would invalidate any
      of the patents included in the Licensed Technology,  or issuance of any of
      those patents in any country in the Territory. Each patent included in the
      Licensed Technology was validly issued under the laws of the country which
      issued it.

11.11 Performance of Products. Licensor represents and warrants to Licensee that
      each Product  manufactured by Licensee shall, when properly  manufactured,
      operated   and   maintained,   achieve  the   performance   specifications
      established  by Licensor for such  Product  which are attached as Schedule
      11.11hereto.

11.12 Disclaimer  of  Liability.  EXCEPT  AS IS  PROVIDED  IN THIS  ARTICLE  11,
      LICENSOR  MAKES NO EXPRESS OR IMPLIED  WARRANTY,  STATUTORY OR  OTHERWISE,
      CONCERNING THE LICENSED  TECHNOLOGY OR ANY OTHER INFORMATION  COMMUNICATED
      TO LICENSEE,  INCLUDING  WITHOUT  LIMITATION  NO WARRANTY OF FITNESS FOR A
      PARTICULAR  PURPOSE,  AND NO WARRANTIES AS TO QUALITY OR THE USEFULNESS OF
      THE LICENSED  TECHNOLOGY FOR ITS INTENDED PURPOSE;  provided,  however, if
      Licensor or Licensee shall discover any errors in the Licensed  Technology
      during the term of this Agreement,  Licensor shall use its best efforts to
      correct such errors in the Licensed Technology without cost to Licensee.


                                       20
<PAGE>

         IN NO EVENT, HOWEVER, SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY
         LOSSES OR DAMAGES INCLUDING WITHOUT LIMITATION ANY SPECIAL,
         CONSEQUENTIAL, INCIDENTAL OR INDIRECT LOSSES OR DAMAGES RESULTING FROM
         SUCH ERRORS IN THE LICENSED TECHNOLOGY.

12.   TERMINATION OR EXPIRATION

12.1  Term of  Agreement.  Unless  it is  terminated  earlier  pursuant  to this
      Article,  this Agreement  shall continue in full force and effect until it
      automatically  expires upon the later of (a) the termination or expiration
      date  of the  latest  Patent  granted  covered  by  agreement  and (b) the
      expiration  date of any  extension  made by  Licensee in  accordance  with
      Section  12.2  hereof.  The  term  of this  Agreement  shall  be from  the
      Effective Date to the date of termination or expiration of this Agreement,
      as the case may be.

12.2  Licensee Extensions. Licensee shall have the right to automatically extend
      the term of this  Agreement  for one  additional  period ten (10) years by
      written notice given by Licensee to Licensor at least 90 days prior to the
      expiration date under Section 12.1 above.

12.3  Termination  for Cause.  This  Agreement may be terminated by either party
      (the  "terminating  party") by giving written notice of termination to the
      other party,  such  termination  immediately  effective upon the giving of
      such notice of  termination,  after the occurrence of any of the following
      events:

      12.3.1 the   filing  of  a   petition   in   bankruptcy,   insolvency   or
            reorganization  against or by the other  party,  or the other  party
            becoming  subject to a composition for creditors,  whether by law or
            agreement,  or the other party going into  receivership or otherwise
            becoming insolvent; or

      12.3.2 it is  understood  that the non payment of royalties is not a cause
            for early termination. In such a situation, the only remedy shall be
            to use legal procedure into Court to be paid.

      12.3.3 a material  breach of contract that is so important  that it cannot
            be solved or  remedied by using the usual  legal  network  procedure
            into proper  Court and  Jurisdiction  to  compensate  for the damage
            caused by one party from the other.


                                       21
<PAGE>

      12.3.4 Notwithstanding  paragraph  12.3.3 the  licensor  shall  introduced
            legal   procedure   and  have  a  judgment  into  proper  Court  and
            Jurisdiction  in  order  to  terminate  this  agreement  before  the
            termination date.

12.4  After Termination or Expiration.


      12.4.1 The parties hereto agree that, once this Agreement is terminated or
            expires,  Licensee shall immediately  cease: (i) any use or practice
            of the Licensed Technology;  and (ii) any making, use or sale of the
            Products,  except as is  provided  in  Section  12.4.2  below.  Upon
            termination or expiration of this Agreement, Licensor shall take the
            place  of  Licensee  for any  and all  purposes  in each  and  every
            sublicense  granted by Licensee  during the term of this  Agreement.
            Each party to this Agreement  shall,  at its own expense,  return to
            the other party all Confidential  Information provided by such other
            party as soon as practicable  after the date of such  termination or
            expiration,  including,  but not  limited  to,  original  documents,
            drawings,  computer  diskettes,  models,  samples,  notes,  reports,
            notebooks,  letters,  manuals,  prints,  memoranda  and  any  copies
            thereof,  which have been received or derived by such party.  During
            the term of this  Agreement and  thereafter,  all such  Confidential
            Information  shall remain the exclusive  property of the party which
            provided it.

      12.4.2 The parties hereto agree that, once this Agreement is terminated or
            expires, Licensee shall have the right:

            12.4.2.1 after such date of  termination or expiration,  as the case
            may be,  subject  to the same  terms and  conditions  which  existed
            immediately  prior to such date,  to  manufacture,  assemble,  sell,
            distribute, service, install, use, lease, test any and all Products,
            whose manufacture or assembly  commenced on or prior to such date of
            termination or expiration,  for a period of one year after such date
            of termination or expiration;

            12.4.2.2  for a  period  of  ten  (10)  years  after  such  date  of
            termination  or  expiration,  to  service  and  install  any and all
            Products sold by Licensee; and

            12.4.2.3  to  continue  to use the  Licensed  Technology  solely  in
            connection with Licensee's activities in accordance with subsections
            12.4.2.1 and 12.4.2.2 above.

12.4.3 Licensor  may,  if it so  elects,  purchase  any or  all of the  Products
      manufactured  by  Licensee,  its  sublicensees  and its assigns  which are
      unsold on the date of termination or expiration of this Agreement,  as the
      case may be. This right of Licensor shall take  precedence over Licensee's
      right to sell-off its inventory in accordance  with  subsection (b) above.
      The price to Licensor shall be Licensee's  manufacturing cost (including a
      reasonable  allocation  of overhead  expenses  and license fees paid under
      this Agreement  pursuant to Section 5.6 (License  Fees)),  but without any
      profit.  Licensor  may  also in such  event  buy at  depreciated  cost and
      without profit to Licensee all dies,  jigs,  tools,  fixtures and patterns
      applicable to the Products. To exercise this option,  Licensor must notify
      Licensee in writing of its  exercise  of this  option and pay  Licensee in
      full  within  thirty (30) days after  receiving  Licensee's  inventory  of
      Products  subject to  purchase by  Licensor  pursuant to this  subsection.
      After  exercising  such  option,  Licensor  shall  take  delivery  of such
      Products ex works the  facilities of Licensee,  its  sublicensees  and its
      assigns.


                                       22
<PAGE>

      12.5  Payment Obligations Continue. Upon termination or expiration of this
            Agreement,  nothing shall be construed to release  Licensee from its
            obligations  to pay Licensor any and all  royalties or other amounts
            accrued but unpaid  hereunder prior to the date of such  termination
            or expiration.

      12.6  No Damages for Termination.  The parties hereto agree that if either
            party  terminates  this Agreement  pursuant to this Article 12, then
            the  terminating  party  shall not be liable for damages or injuries
            suffered by the other party as a result of that termination.

13.   MISCELLANEOUS

      13.1  Assignments. Except as provided in Sections 2.6 (Right to Sublicense
            or Assign),  above, this Agreement and any and all of the rights and
            obligations  of  either  party  hereunder  shall  not  be  assigned,
            delegated,  sublicensed, sold, transferred or otherwise disposed of,
            by operation of law or otherwise,  without the prior written consent
            of the other party; provided, however, that either party may assign,
            delegate,  sublicense, sell, transfer or otherwise dispose of rights
            and  obligations  hereunder  to  any of  its  respective  Affiliates
            including  parent  corporation  without such prior written  consent.
            This  Agreement  shall be binding upon, and inure to the benefit of,
            Licensor and Licensee and their  respective  successors and assigns,
            to the extent such  assignments  are in accordance with this Section
            13.1.

      13.2  Governing Law. This  Agreement  shall be governed,  interpreted  and
            construed in accordance  with the laws of SWITZERLAND  applicable to
            agreements made and to be fully performed therein.

      13.3  Dispute Resolution

            13.3.1 The parties  irrevocably  submit to the  jurisdiction  of the
                  courts of Switzerland,  canton of Zug; provided, however, that
                  nothing  herein shall preclude  either party from  instituting
                  proceedings  against  the  other  party or anyone  acting  by,
                  through or under the other  party in any place  which may have
                  jurisdiction  for the purpose of protecting and enforcing such
                  party's  rights  either  hereunder  or  pursuant  to any other
                  agreements, documents, instruments or otherwise.


                                       23
<PAGE>


            13.3.2 In the alternative, service of process may be made by postage
                  prepaid   registered  or  recorded  delivery  air-mail  letter
                  transmitted  by either party to the other party at the address
                  for  notices  set forth  above,  or  address  provided  by the
                  parties,  for such other party with a  duplicate  copy sent by
                  postage  prepaid  registered  or  recorded  delivery  air mail
                  letter to the agent appointed by such other party hereunder.

            13.3.3 Each party hereby  irrevocably  waives any objection which it
                  may now or hereafter  have to the laying of venue of any suit,
                  action or  proceeding  relating to this  Agreement  in Zug and
                  further  irrevocably  waives  any  claim  that  Zug  is  not a
                  convenient forum for any such suit, action or proceeding.

      13.4  Waiver.  A waiver of any breach of any  provision of this  Agreement
            shall not be considered as a continuing  waiver of other breaches of
            the same or other provisions of this Agreement.

      13.5  Relationship  of the  Parties.  The parties  hereto are  independent
            contractors.  Nothing herein  contained  shall be deemed to create a
            joint  venture,  agency  or  partnership  relationship  between  the
            parties hereto. Neither party shall have any power to enter into any
            contracts or  commitments in the name of, or on behalf of, the other
            party, or to bind the other party in any respect whatsoever.

      13.6  Notices.

            13.6.1 Each  notice  required  or  permitted  to be sent  under this
                  Agreement  shall  be  given  by  telecopy  transmission  or by
                  registered  or recorded  delivery  air mail letter to Licensor
                  and  to  Licensee  at  the  addresses  and  telecopy   numbers
                  indicated below.

                  For Licensor:

                  ADDRESS:
                  CITY:
                  STATE/PROVINCE:
                  POSTAL OR ZIP CODE:
                  COUNTRY:
                  ATTENTION:
                  TELECOPY:

                  For Licensee:

                  ADDRESS:
                  CITY:
                  STATE/PROVINCE:
                  POSTAL OR ZIP CODE:
                  COUNTRY:
                  ATTENTION:
                  TELECOPY:


                                       24
<PAGE>

                  Either party may change its address and/or telecopy number
                  for purposes of this Agreement by giving the other party
                  written notice of its new address and/or telecopy number.

            13.6.2 Any properly  addressed notice if given or made by registered
                  or recorded  delivery  air mail letter shall be deemed to have
                  been received on the earlier of the date actually received and
                  the date ten (10) Business Days after the same was posted (and
                  in  proving  such it shall  be  sufficient  to prove  that the
                  envelope containing the same was properly addressed and posted
                  as  aforesaid)  and if given or made by telecopy  transmission
                  shall be deemed to have been received at the time of dispatch,
                  unless such date of deemed  receipt is not a Business  Day, in
                  which  case  the  date of  deemed  receipt  shall  be the next
                  succeeding Business Day.

      13.7  Entire   Understanding.   This   Agreement   embodies   the   entire
            understanding  between  the parties  relating to the subject  matter
            hereof  and  there  are  no  prior  representations,  warranties  or
            agreements  between  the  parties,  whether  written  or  oral,  not
            contained in this Agreement.

      13.8  Invalidity.  If any provision of this Agreement is declared  invalid
            or  unenforceable by a court having  competent  jurisdiction,  it is
            mutually agreed that this Agreement shall endure except for the part
            declared  invalid  or  unenforceable  by  order of such  court.  The
            parties  shall  consult  and use their best  efforts to agree upon a
            valid  and  enforceable   provision  which  shall  be  a  reasonable
            substitute for such invalid or  unenforceable  provision in light of
            the intent of this Agreement.

      13.9  Amendments.  Any amendment or  modification of any provision of this
            Agreement  must be in  writing,  dated and  signed  by both  parties
            hereto.

      13.10 Fees Payable.  Licensor and Licensee  acknowledge  that there are no
            broker's  commissions,  finder's fees or other amounts  payable with
            regard to this  transaction,  and  Licensor  and  Licensee  agree to
            indemnify  and  hold  the  other   harmless  from  and  against  all
            liabilities,  claims, demands,  damages or costs of any kind arising
            from or connected with any broker's or finder's  commission,  fee or
            other  amount  claimed  to  be  due  any  person  arising  from  the
            indemnitor's   conduct  with  respect  to  this  Agreement  and  the
            transactions contemplated herein.


                                       25
<PAGE>

      13.11 Responsibility for Taxes.

            13.11.1 Taxes in the Territory now or hereafter imposed with respect
                  to the transactions contemplated hereunder (with the exception
                  of income  taxes or other  taxes  imposed  upon  Licensor  and
                  measured by the gross or net income of Licensor)  shall be the
                  responsibility of Licensee, and if paid or required to be paid
                  by Licensor, the amount thereof shall be added to and become a
                  part of the amounts payable by Licensee hereunder.

            13.11.2 Taxes outside the  Territory  now or hereafter  imposed with
                  respect to the transactions  contemplated  hereunder (with the
                  exception of income taxes or other taxes imposed upon Licensee
                  and measured by the gross or net income of Licensee)  shall be
                  the responsibility of Licensor,  and if paid or required to be
                  paid by Licensee,  the amount  thereof  shall be deducted from
                  the amounts payable by Licensee hereunder.

            13.11.3  Notwithstanding  the foregoing,  if Licensee is required to
                  withhold taxes from any amount payable by Licensee  hereunder,
                  then Licensee  shall pay to Licensor an  additional  amount as
                  may  be  necessary  so  that  Licensor  will  receive,   after
                  deduction of such  withholding  tax, the amount which Licensor
                  would have received in the absence of such withholding tax.

      13.12 All written material, correspondence, Technical Information, notices
            and oral  assistance  supplied by either party hereunder shall be in
            the English or French language.

      13.13 Force Majeure.

            13.13.1 Neither Licensor nor Licensee shall be liable in damages, or
                  shall be subject to termination of this Agreement by the other
                  party,  for any delay or default in performing  any obligation
                  hereunder  if that delay or default is due to any cause beyond
                  the reasonable control and without fault or negligence of such
                  party;  provided,  however,  that (i) in order to  excuse  its
                  delay or default  hereunder,  a party  shall  notify the other
                  party of the  occurrence or the cause,  specifying  the nature
                  and particulars  thereof and the expected duration thereof and
                  (ii) within ten (10)  business days after the  termination  of
                  such occurrence or cause,  such party shall give notice to the
                  other party  specifying  the date of  termination  thereof all
                  obligations  of both  parties  shall  return to being in frill
                  force and effect upon the  termination  of such  occurrence or
                  cause (including  without limitation any payments which became
                  due and payable  hereunder  prior to the  termination  of such
                  occurrence or cause).

            13.13.2 For the purposes of this Section  13.14, a "cause beyond the
                  reasonable   control"  of  a  party  shall  include,   without
                  limitation,  any act of God,  act of any  government  or other
                  authority or statutory undertaking,  industrial dispute, fire,
                  explosion,   accident,  power  failure,  flood,  riot  or  war
                  (declared or undeclared).


                                       26
<PAGE>

      13.14 Compliance  With Laws.  Each of Licensor and Licensee  covenants and
            agrees  that  all  of its  activities  under  or  pursuant  to  this
            Agreement  shall  comply  with  all  applicable   laws,   rules  and
            regulations. Specifically, but without limitation, Licensee shall be
            responsible for obtaining all licenses,  permits and approvals which
            are  necessary  or  advisable  for sales of the  Products  in one or
            several  countries  covered by the territory and for the performance
            of its duties hereunder.

      13.15 Table of Contents and Headings.  Any table of contents  accompanying
            this Agreement and any headings  contained  herein are for directory
            purposes only, do not constitute a part of this Agreement, and shall
            not be employed in interpreting this Agreement.

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

      13.17 Exhibits.  All exhibits  referred to in this  Agreement are attached
            hereto and incorporated herein by this reference.


                  (SIGNATURES APPEAR ON THE FOLLOWING PAGE: 43)


                                       27
<PAGE>

                                   SIGNATURES


                                             WKF 5 LTD
                                             -----------------------------------
                                        per: Title,


                                             XL GENERATION AG
                                             -----------------------------------
                                        per: Title,


Agreed and Accepted as of the date indicated below on my behalf and on behalf of
my heirs, successors and assigns:


                                        /s/ Alain Lemieux
                                        ----------------------------------------
                                        ALAIN LEMIEUX, inventor


                                       28
<PAGE>

                                 SCHEDULE 1.11




                                       29
<PAGE>

                                  SCHEDULE 10.1


                                    WARRANTY


                                       30
<PAGE>


                                  SCHEDULE 11.4



                                       31
<PAGE>



                                  SCHEDULE 11.6


                                       32
<PAGE>



                                 SCHEDULE 11.11






                                       33