ADDENDUM TO PATENT LICENSE AGREEMENT


Exhibit 10.1


SECOND ADDENDUM TO PATENT LICENSE AGREEMENT


THIS ADDENDUM, effective upon execution by the parties hereto, is entered into by SI
Diamond Technology, Inc., a corporation of Texas having its principal place of business at Austin, Texas (herein called SIDT or
"Licensee"), and Till Keesmann, an individual having an address at Heidelberg, Germany (herein called "Licensor"). 


NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it
is hereby agreed as follows:


 


	

ARTICLE 16. 


    	

 CONTINUATION OF THE PATENT LICENSE AGREEMENT WITH CERTAIN NEW
OBLIGATIONS


    
	

16.00


    	

 The first Addendum To Patent License Agreement between the parties dated
August 7, 2002, is struck as concerns its Paragraphs 15.01-15.05.  Otherwise, the Patent License Agreement between the parties
dated May 26, 2000, continues uninterrupted and with all of its original provisions intact and binding upon the parties, except
that the Patent License Agreement provision for payment at Paragraph 6.02(a) thereof has been struck in accordance with the first
Addendum and the Paragraphs 16.00-16.05 herein shall henceforth be considered provisions under the Patent License
Agreement.


    
	

16.01


    	

 Licensee shall pay to Licensor an aggregate of $500,000 U.S. dollars, no
later than May 15, 2003.  Failure to make payment, in the aggregate, of $500,000 results in this License being
terminated.


    
	16.02	
       As a first portion payment toward the aggregate $500,000, Licensee shall
have paid to Licensor, effective with this Second Addendum, $100,000 U.S. dollars, in




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cash or which will be realized by the sale of
SIDT common stock either: i) issued to Licensor with such stock able to be sold by Licensor after the registration of such SIDT
common stock becomes effective or ii) not issued to Licensor, but the proceeds from such sale in the amount of $100,000 being paid
to Licensor in cash.    Licensee shall give Licensor immediate notice when the registration becomes effective. 
The number of shares of such stock is to be determined by dividing $100,000 by the market price of SIDT's common stock.  The
market price will be determined by taking the average closing price of SIDT's common stock, as quoted on the NASDAQ OTC Bulletin
Board System, for the five trading days preceding the date the registration statement covering the shares issued in connection with
this Agreement is declared effective.  Licensor agrees to sell shares issued to him on a basis which should reasonably
minimize the impact on the stock price during the course of a period up to thirty calendar days beginning the day after the
registration statement covering these shares is declared effective.  The parties further agree to review the status of the
sales of shares after twenty-one days and, if SIDT so requires, to extend the sale period to December 30, 2002.  If Licensor
sells any of the shares issued to him in the thirty calendar day or adjusted sale period beginning the day after the registration
statement covering these shares is declared effective, and the net proceeds from the sale of those shares are less than the market
price (as defined above) times the number of shares sold, Licensee agrees to issue additional shares of common stock, or an
equivalent amount of cash, to make up the shortfall.  To determine if any additional payment is due under this Agreement, all
calculations will be made on 


    



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       an aggregate basis.  If shares are sold at prices both above and below the market price as
defined above, total net proceeds will be compared with the total number of shares times the market value as defined above. 
Licensor accepts all market risk on all shares still held at the end of the thirty day or adjusted sale period beginning after the
registration statement is declared effective.  If a portion of the shares are sold, all calculations will be made on a
pro-rata basis.  For example, if one-half of the shares received by Licensor are sold during the thirty day or adjusted sale
period, Licensee will make up the shortfall, if any, on the shares sold as compared to one-half of the expected market value. 
Licensor will bear the market risk for the remaining one-half of the shares that were not sold, regardless of the market price of
the SIDT common stock at the end of the thirty day or adjusted sale period. 

	

16.03


    	

 As balance of payment toward the aggregate of $500,000,
the remaining payment of $400,000 U.S. dollars shall be in cash and its due
date, previously November 15, 2002, is extended to May 15, 2003.


    
	

16.04


    	

 If the payments described herein are not diligently made, Licensor may
terminate the Patent License Agreement upon written notice to Licensee. 


    
	

16.05


    	

 Licensee, through its U.S. patent counsel, shall assume lead
responsibility on behalf of Licensor for prosecuting the reissue application(s) based on U.S. Patent 5,773,921, issued June 30,
1998.   The activities of Licensee in this regard are subject to approval by Licensor’s U.S. patent counsel before being
implemented, 


    



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 so that, for example, all intended communications to the U.S. Patent Office must be previewed to Licensor’s U.S.
patent counsel before they are made and all communications from the U.S. Patent Office must be promptly reported to
Licensor’s U.S. patent counsel.  Licensor and Licensee will henceforth separately pay their respective U.S. patent
counsel for this work.  Patent prosecution work in connection with the reissue
application(s) performed by Licensor’s
U.S. patent counsel up to the date of this Second Addendum shall be paid for by Licensee in accordance with the Patent License
Agreement, Paragraph 5.01. 


    



IN WITNESS THEREOF the
parties have caused this Second Addendum to be executed by their duly authorized officers on the respective dates and at the
respective places hereinafter set forth.


 


 


 


 


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TILL KEESMANN





                       
                       
                       
            By:  
/s/ Till Keesman                                   

                       
                       
                       
           
            Name: Till
Keesmann


Signed at:
__________________           
                       
            Date:  
November 15, 2002         





 


                       
           
           
                       
            By:  
/s/ Hubert
Grosse-Wilde                       

                       
                       
                       
           
            Name: Hubert Grosse-Wilde





Signed at:
__________________           
                       
            Date:  
November 15, 2002          








SI DIAMOND TECHNOLOGY, INC.





                       
                       
                       
            By:  
/s/ Marc W.
Eller                                

                       
                       
                       
           
            Name: Marc W. Eller

                       
                       
                       
           
            Title: CEO


Signed at:
   Dallas,
Texas            
                            
   
            Date:  
November 18,
2002            





 


 


 


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