[EXHIBIT 10.31- Certain portions of this document have been
  omitted in the publicly filed version of this document  pursuant to
  the Registrant's request for confidential treatment and filed
  separately with the Securities and Exchange Commission.
Omitted confidential information is indicated in brackets in this Exhibit.]

             SPD FILM AND EMULSION LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                 AIR PRODUCTS AND CHEMICALS, INC.

     This License Agreement ("Agreement") effective as of May 2,
2003 by and between RESEARCH FRONTIERS INCORPORATED,
a Delaware corporation ("LICENSOR") and AIR PRODUCTS AND
CHEMICALS, INC., a Delaware corporation (hereinafter called
"LICENSEE").  The "Effective Date" of this Agreement shall be the
date which is the last date of formal execution of this Agreement by
duly authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.

                             RECITALS

     WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to Light
Valves, Light Valve Film, and SPD Emulsions (all as hereinafter
defined) and of methods and apparatus relating to products
incorporating such concepts (which products, can include, without
limitation thereto, windows for buildings and vehicles, sunvisors,
sunroofs, flat panel displays, eyewear and rear-view mirrors); and is
possessed of and can convey information and know-how for such
products and rights to manufacture, use and sell such products; and

     WHEREAS, LICENSEE is interested in manufacturing and
selling Light Valve Film and SPD Emulsions used to make  Light
Valve Film (both as hereinafter defined); and

     WHEREAS, LICENSEE desires to acquire from LICENSOR, and
LICENSOR desires to grant to LICENSEE, certain rights and licenses
with respect to such technology of LICENSOR;

     NOW, THEREFORE, in consideration of the promises and the
mutual covenants herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows.

1    DEFINITIONS.

        The following terms when used herein shall have the respective
meanings set forth in this Article 1.

"Authorized User" means LICENSOR and/or any other person or entity
listed by LICENSOR on Schedule B hereof who has been granted
permission by LICENSOR to receive SPD Emulsions or Light Valve
Film from LICENSEE under this Agreement.  LICENSEE agrees that
LICENSOR in its sole judgment may amend Schedule B hereof at any
time during the term of this Agreement for any reason by sending
LICENSEE a written notice of such amendment and specifying the
reason for such change.  The persons or entities now or hereafter listed
on Schedule B may not include all of LICENSOR's current licensees
and may include prospective licensees of LICENSOR, and for legal or
practical reasons, LICENSOR may restrict whether or not SPD
Emulsions and Light Valve Film may be sold, leased or transferred to
such person or entity, and/or the application that such SPD Emulsions
or Light Valve Film may be used for by the recipient.  LICENSEE
agrees that it and its permitted sublicensees hereunder shall cease all
sales, leases, or other dispositions of SPD Emulsions and Light Valve
Film to any person or entity whose name is deleted from Schedule B by
LICENSOR, unless and until LICENSOR consents in writing to the
resumption of such sales, leases or other dispositions (a) immediately
upon receipt of any written notice from LICENSOR that any person or
entity is no longer included on Schedule B, or (b) if either LICENSEE
or its permitted sublicensees becomes aware that any such person or
entity listed on Schedule B or otherwise receiving SPD Emulsions or
Light Valve Film is making any improper use of SPD Emulsions or
Light Valve Film, in which case LICENSEE shall promptly notify
LICENSOR of such improper use.

"Licensed Territory " means all countries of the world.

"Light Valve" means a variable light transmission device that uses SPD
Technology (as defined in Section 12.1(a)) comprising: a cell including
cell walls, containing or adapted to contain an activatable material,
described hereinafter, such that a change in the optical characteristics
of the activatable material affects the characteristics of light absorbed
by, transmitted through and/or reflected from the cell; means
incorporated in or on the cell, or separate therefrom for applying an
electric or magnetic field to the activatable material within the cell; and
coatings, (including, but not limited to, electrodes), spacers, seals,
electrical and/or electronic components, and other elements
incorporated in or on the cell.  The activatable material, which the cell
contains or is adapted to contain, includes in it solid suspended
particles, which when subjected to a suitable electric or magnetic field,
orient to produce a change in the optical characteristics of the device,
and may be either in the form of a liquid suspension, gel, film or other
material.

"Light Valve Film" means a film or sheet or more than one thereof
comprising a suspension of particles used or intended for use solely in
or as a Light Valve that uses SPD Technology (as defined in Section
12.1(a)).  The Light Valve Film shall comprise either (a) a suspension
of particles dispersed throughout a continuous liquid phase enclosed
within one or more rigid or flexible solid films or sheets, or (b) a
discontinuous phase of a liquid comprising dispersed particles, said
discontinuous phase being dispersed throughout a continuous phase of
a rigid or flexible solid film or sheet.  The Light Valve Film may also
comprise one or more other layers such as, without limitation, a film,
coating or sheet or combination thereof, which may provide the Light
Valve Film with (1) scratch resistance, (2) protection from ultraviolet
radiation, (3) reflection of infrared energy, and/or (4) electrical
conductivity for transmitting an applied electric or magnetic field to the
activatable material.

"SPD Emulsions" means any component or components used or usable
in or used or usable to make  a Light Valve Film, including, but not
limited to, particles, particle precursors, coatings, polymers, liquid
suspensions and suspending liquids, or any combination thereof.

"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including (by
way of example) drawings, written recitations of data, specifications,
parts, lists, assembly procedures, operating and maintenance manuals,
test and other technical reports, know-how of LICENSOR, and the like
owned or controlled by LICENSOR, to the extent they exist, that relate
to SPD Emulsions and/or to the suspensions used or usable for SPD
Emulsions or Light Valve Film and that consist of concepts invented or
developed by LICENSOR and which are deemed significant by
LICENSOR.  Know-how of LICENSOR's suppliers and of
LICENSOR's other licensees and their sublicensees under licenses
from LICENSOR shall not be considered Technical Information owned
or controlled by LICENSOR.

2    GRANT OF LICENSE.

     2.1  License.  During the term of this Agreement, LICENSOR
hereby grants LICENSEE a non-exclusive right and license to use (a)
all of the Technical Information, if any, (subject to Section 8.1 hereof),
furnished by LICENSOR pursuant to this Agreement, and (b) any
invention claimed in (i) any of the unexpired patents now or hereafter
listed on Schedule A attached hereto or (ii) unexpired patents which
issue from pending patent applications now or hereafter listed in
Schedule A, and any continuations, continuations-in-part, divisions,
reissues, reexaminations, or extensions thereof to make, and to lease,
sell, or otherwise dispose of SPD Emulsions and Light Valve Film
manufactured by LICENSEE pursuant to this Agreement solely to an
Authorized User in the Authorized User's permitted territory and for
the applications specified and purpose permitted on Schedule B hereof.
The license granted pursuant to this Section 2.1 shall be royalty-free to
LICENSEE and its permitted sublicensees hereunder.  By virtue of the
disclosure of Technical Information and training provided by
LICENSOR under this Agreement, all SPD Emulsions and Light Valve
Film sold, leased or otherwise disposed of by or for LICENSEE
hereunder shall be deemed to have been manufactured at least in part
using the Technical Information provided by LICENSOR. The
foregoing license is only a license with respect to SPD Emulsions and
Light Valve Film and nothing contained in this Agreement shall permit
LICENSEE to make, sell, use or otherwise dispose of other Light Valve
products.

     2.2   No Other Rights.  LICENSEE agrees that, except for the
specific licenses granted to it under Section 2.1 hereof, LICENSEE has
not acquired any rights or licenses under this Agreement to use SPD
Emulsions or Light Valve Film or any components thereof made by or
for LICENSEE pursuant to this Agreement except for the purposes of
research and development pursuant to Section 4.1 hereof and as
specifically licensed in Section 2.1 hereof.

     2.3  Sublicenses.  LICENSEE shall have the right to grant non-
exclusive sublicenses to any wholly-owned and controlled subsidiary
of LICENSEE, whose obligations to LICENSOR hereunder LICENSEE
hereby guarantees, and which acknowledges to LICENSOR in writing
that it wishes to become a sublicensee hereunder prior to doing so and
agrees to be bound by the terms and conditions of this Agreement. All
sublicenses shall (i) be non-exclusive, (ii) shall terminate with the
termination of the rights and licenses granted to LICENSEE under
Section 2.1 hereof, and be otherwise limited in accordance with the
limitations and restrictions which are imposed on the rights and
licenses granted to LICENSEE hereunder, (iii) contain confidentiality
provisions no less protective than those contained in Section 12.1
hereof, and (iv) shall contain such other terms, conditions, and licenses
as are necessary to enable LICENSEE to fulfill its obligations
hereunder. LICENSEE shall send LICENSOR a copy of every
sublicense agreement or other agreement entered into by LICENSEE in
connection with a sublicense hereunder within thirty (30) days of the
execution thereof. LICENSOR may terminate any such sublicense if
there is any change in the ownership or control of a sublicensee.

3    REPORTS AND RECORD-KEEPING.

     3.1  Reports.  Within 45 days after the end of each fiscal quarter,
LICENSEE shall send to LICENSOR a quarterly report setting forth in
reasonable detail the quantity of SPD Emulsions and Light Valve Film
manufactured each quarter and the amount of SPD Emulsions and Light
Valve Film sold, leased, disposed of, or delivered by or for LICENSEE
and its sublicensees during such quarter to Authorized Users and
samples provided to third parties, with the amounts sold or otherwise
provided to each Authorized User, including sample recipients, and
their identity clearly broken down. The first report submitted under this
Agreement shall cover the period from the Effective Date of the
Agreement to the end of the first quarter in which SPD Emulsions or
Light Valve Film are produced hereunder.  LICENSEE shall also
furnish to LICENSOR at the same time it becomes available to any
third party, a copy of each brochure, standard price list, advertisement
or other marketing and promotional materials prepared, published or
distributed by LICENSEE or its sublicensees relating to SPD
Emulsions or Light Valve Film.

     3.2  Recordkeeping.  LICENSEE shall keep and shall cause each
sublicensee to keep for six (6) years after the date of submission of
each report supported thereby, true and accurate records, files, data and
books of accounts that relate to the manufacture, sale or other
disposition of  SPD Emulsions or Light Valve Film, reasonably
required for the full computation and verification of the information to
be given in the statements herein provided for.  LICENSOR and
LICENSEE agree that an independent certified public accounting firm
(selected by LICENSOR from the largest ten certified public
accounting firms in the United States of America) may audit such
records, files and books of accounts to determine the accuracy of the
statements given by LICENSEE pursuant to Section 3.1 hereof.  Such
an audit shall be made upon reasonable advance notice to LICENSEE
and during usual business hours.  The cost of the audit shall be borne
by LICENSOR,  unless the audit shall disclose a material breach by
LICENSEE of any term of this Agreement, or an inaccuracy greater
than 2% in any report provided to LICENSOR by LICENSEE, during
the audited period, in which case LICENSEE shall bear the full cost of
such audit.  The results of the audit shall be kept confidential pursuant
to the provisions of Section 12.1 except to the extent required by a
party hereto to enforce its rights hereunder, or which is otherwise
required to be disclosed by law or under generally accepted accounting
principles.

4    OBLIGATIONS OF LICENSOR AND LICENSEE.

     4.1  Development of SPD Emulsions and Light Valve Film.
LICENSOR and LICENSEE may cooperate to develop initial
specifications for SPD Emulsions and Light Valve Film.  LICENSEE
shall then use its reasonable efforts to produce SPD Emulsions and
Light Valve Film meeting such specifications for the evaluation and use
of LICENSOR and licensees and prospective licensees of LICENSOR,
and for use by LICENSEE but only for internal research and
development. After consultation with LICENSEE, LICENSOR may at
any time propose additional size or other specifications of the SPD
Emulsions and Light Valve Film to be produced under this Agreement
with the disclosure of additional Technical Information to LICENSEE
with respect to such size or other specifications of SPD Emulsions or
Light Valve Film. LICENSEE may use all commercially reasonable
efforts throughout the term of this Agreement to improve the quality of
SPD Emulsions and Light Valve Film.  However, LICENSEE shall be
solely responsible for determining the specifications for all SPD
Emulsions and Light Valve Film, and for any improvements therein.

     4.2  LICENSOR Purchases.  If LICENSEE is able to develop and
manufacture SPD Emulsions and Light Valve Film suitable for use by
Authorized Users, upon request of LICENSOR and with reasonable
prior notice, LICENSEE shall sell and deliver to LICENSOR, SPD
Emulsions, Light Valve Film or components thereof at LICENSEE's
prevailing market prices and in quantities mutually agreed upon by
LICENSOR and LICENSEE.  LICENSEE acknowledges that
LICENSOR and its present and/or future licensees (or entities who
have been granted the option of entering into license agreements with
LICENSOR) may independently manufacture (or have third parties
manufacture for them) and sell Light Valve Film or SPD Emulsions
under the terms of agreements between them and LICENSOR, or may
independently manufacture and sell Light Valve Film or SPD
Emulsions which LICENSOR produces, or has produced on its behalf.
Nothing contained in this Agreement shall impose any obligation on
LICENSOR or any other parties to purchase any SPD Emulsions or
Light Valve Film from LICENSEE, nor require LICENSEE to
manufacture and deliver, SPD Emulsions and Light Valve Film to any
Authorized User or to any other party.  Notwithstanding anything
contained herein to the contrary, during the term of this Agreement
LICENSOR may provide SPD Emulsions and Light Valve Film
obtained by LICENSOR pursuant to this Section 4.2 to third parties so
long as LICENSOR does not receive from the recipient for the
provision of such SPD Emulsions or Light Valve Film any monetary
payment in excess of LICENSOR's purchase price plus shipping,
administrative, overhead and related costs to such recipient.

     4.3 Compliance.  LICENSEE agrees that, without limitation, any
manufacture, sale, lease, use or other disposition of SPD Emulsions or
Light Valve Film that is not in strict accordance with (1) the provisions
of this Agreement, (2) restrictions on the type of product, or the
territory in which such product may be, made, used, sold or otherwise
disposed of by or for an Authorized User, or other provisions or
restrictions, which are contained in any other agreement in force
between LICENSOR and an Authorized User which is  known to
LICENSEE which relates to Light Valves, SPD Emulsions or Light
Valve Film, or (3) with the provisions of any other agreement then in
force to which LICENSEE is a party and which relates to Light Valves,
SPD Emulsions or Light Valve Film, shall be deemed a material breach
of this Agreement.

     4.4  End Users.  LICENSEE agrees to require all direct recipients
of SPD Emulsions and Light Valve Film to whom SPD Emulsions or
Light Valve Film is sold, leased, or otherwise disposed of by
LICENSEE or its sublicensees, to look only to LICENSEE and not to
LICENSOR or its affiliates for any claims, warranties, or liability
relating to such SPD Emulsions or Light Valve Film.  LICENSEE
agrees to take all steps to reasonably assure itself that SPD Emulsions
and Light Valve Film sold, leased or otherwise disposed of by or for
LICENSEE is being used for permitted application and territory only.
If a party which is not then listed on Schedule B hereto wishes to obtain
samples of SPD Emulsions or Light Valve Film or to purchase SPD
Emulsions or Light Valve Film from LICENSEE, LICENSEE shall
notify LICENSOR and shall refer such party to LICENSOR.  If such
party enters into a suitable agreement with LICENSOR, LICENSOR
shall inform LICENSEE whether such party may then obtain samples
or purchase SPD Emulsions or Light Valve Film from LICENSEE.

     4.5 Laws and Regulations.  LICENSEE agrees that it shall be
solely responsible for complying with all laws and regulations affecting
the manufacture, use and sale or other disposition of SPD Emulsions
and Light Valve Film by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies and
other entities.  LICENSEE agrees to maintain a file of all such
approvals and to send LICENSOR a copy of all such approvals
(including English translations thereof in the case of approvals required
by any foreign country) within 10 business days of any written request
for such copies by LICENSOR.  LICENSEE represents and warrants
to LICENSOR that no approval from any governmental agency or
ministry, or from any third party, is required to effectuate the terms of
this Agreement or the transactions contemplated hereby.

     4.6  Purchase of Components from Others.   By virtue of the
disclosure of Technical Information, other information, and training, if
any, provided from time to time by LICENSOR to LICENSEE and to
its other licensees, and each of their sublicensees and affiliates, any
component of a Light Valve, including, without limitation, materials,
suspensions, films, polymers, coatings, particle precursors, and
particles (each, a "Component"), which LICENSEE or its sublicensees
makes, has made for it, or purchases from any third party for use in
SPD Emulsions or Light Valve Film shall be deemed to have been
manufactured at least in part using the Technical Information provided
by LICENSOR if LICENSEE or any supplier of a Component to
LICENSEE has had access to Technical Information of any kind of
LICENSOR or its licensees and their sublicensees, consultants,
subcontractors, agents or representatives.  LICENSEE and its
sublicensees each hereby agrees that (i) all Components shall be used
only in strict accordance with the provisions of this Agreement, and
that such Components may not be used for any other purpose or resold
by LICENSEE or its sublicensees except as specifically permitted by
the license granted in Section 2.1 hereof, and (ii) LICENSEE and its
sublicensees will only look to the manufacturer or supplier of such
Component or other item used by LICENSEE or its sublicensees and
not to LICENSOR or its affiliates for any claims, warranties, or
liability relating to such Component or other item. LICENSEE
acknowledges that LICENSOR has not made any representations or
warranties regarding the availability of any Component, or the price
thereof, and that in all respects LICENSEE shall deal directly with the
suppliers of such Components and will obtain from them information
regarding availability, pricing, and/or other terms relating to such
Components.

     4.7 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any material, Component, or
information provided hereunder, and LICENSEE expressly
acknowledges and agrees that any such material, Component or
information provided by LICENSOR hereunder is provided "AS IS"
and that LICENSOR makes no warranty with respect thereto and
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT THERETO, ITS USE
OR ANY INABILITY TO USE IT, OR THE RESULTS OF ITS USE.
Except for any breach of the terms of this Agreement, in no event shall
any party to this Agreement be liable for any damages, whether in
contract or tort (including negligence), including but not limited to
direct, consequential, special, exemplary, incidental and indirect
damages, arising out of or in connection with this Agreement or the
use, the results of use, or the inability to use any material, Component
or information provided hereunder.

     4.8 Analysis.  LICENSEE represents and agrees that it will only
incorporate Components received from authorized suppliers into SPD
Emulsions and Light Valve Film and  for no other purpose, and that
LICENSEE will not directly or indirectly attempt to reverse-engineer
any material provided to it hereunder by LICENSEE or any supplier of
any Component.

     4.9  Personnel. LICENSEE agrees to assign personnel from its
technical staff  who shall work on the development of SPD Emulsions
and Light Valve Film during the term of this Agreement.

     4.10  No other obligations.  LICENSEE and LICENSOR have no
other obligations to each other except as expressly provided in this
Agreement.

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that either
party may adopt and use for SPD Emulsions, Light Valve Film, or other
products incorporating Light Valves are and shall remain the exclusive
property of the adopting party, and the other party shall not obtain any
rights and license to such marks under this Agreement, but may inform
others that the adopting party has licensed or produced SPD Emulsions,
Light Valve Film, or products incorporating Light Valves under such
mark or marks, and, during the term of this Agreement, may use the
adopting party's logo in connection therewith.  LICENSOR may
require LICENSEE or its permitted sublicensees to indicate on
packaging that such product is licensed from Research Frontiers
Incorporated or to otherwise include language and/or designations
approved by LICENSOR indicating an affiliation with Research
Frontiers Incorporated.

6    INSURANCE AND INDEMNIFICATION.

     6.1  Insurance.  LICENSEE shall maintain at all times ample
product liability and other liability insurance covering its operations
relating to the subject matter of this Agreement.

     6.2  Indemnification.  LICENSEE, and its affiliates, successors
and assigns and sublicensees (each, an "Indemnifying Party"), each
hereby indemnify and agree to hold harmless LICENSOR and its
shareholders, officers, directors, agents and employees (each, an
"Indemnified Party"), against any liability, damage, loss, fine, penalty,
claim, cost or expense (including reasonable costs of investigation and
settlement and attorneys', accountants' and other experts' fees and
expenses) arising out of any action or inaction by any Indemnifying
Party relating to this Agreement including an Indemnifying Party's
manufacture, sale, use, lease or other disposition of SPD Emulsions and
Light Valve Film,  and related materials (other than sales by
LICENSEE to LICENSOR pursuant to Section 4.2 hereof), or other use
of the information and rights granted hereunder. Any knowledge of
LICENSEE's or its sublicensee's activities by LICENSOR or its
representatives shall in no way impose any liability on LICENSOR or
reduce the responsibilities of LICENSEE hereunder or relieve it from
any of its obligations and warranties under this Agreement.

7    FUTURE PATENTS.

     7.1  Future Patents.  Each party, at its cost, shall have the right to
file patent applications in the United States and in foreign countries
covering any invention made by such party.

     7.2  Improvements and Modifications. (a) If during the term of
this Agreement, LICENSOR makes any improvements or modifications
which are invented or developed by or on behalf of LICENSOR after
the Effective Date of this Agreement and on or before December 31,
2004, and which relate in any way to or are useful in the design,
operation, manufacture and assembly of SPD Emulsions and/or Light
Valve Film, such improvements and modifications shall from time to
time be disclosed to LICENSEE and be automatically included, on a
non-exclusive basis, in the rights and licenses granted pursuant to
Section 2.1 hereof, and any patents and/or patent applications relating
thereto shall automatically be added to Schedule A hereof.

     (b) Any future improvements or modifications invented or
developed by or on behalf of LICENSEE, LICENSEE's sublicensees
and LICENSOR (other than improvements jointly developed by
LICENSOR and LICENSEE or as specifically described in Sections
7.2(a)) after the Effective Date of this Agreement, if any, which relate
in any way to or are useful in the design, operation, manufacture and
assembly of SPD Emulsions, Light Valve Film and/or to the
suspensions or other components used or usable in SPD Emulsions
and/or Light Valve Film shall not be included in this Agreement. Upon
written request by the non-inventing party, LICENSOR and LICENSEE
shall negotiate with each other regarding the grant of nonexclusive
rights and licenses to use such improvements and modifications, but
neither party shall be obligated to grant such rights and licenses to one
another.

     (c)  During the term of this Agreement each of the parties hereto
agrees to inform the other in writing (without any obligation to reveal
details which would be confidential information), at least as frequently
as once a year in January of each calendar year, if any significant
improvements or modifications (other than as specifically described in
Section 7.2(a)) have been made relating to the subject matter of this
Agreement, and as to the general nature of any such improvements and
modifications.

     (d) Notwithstanding the foregoing, LICENSOR may, but shall not
be required to, voluntarily and without additional cost to LICENSEE
disclose certain information relating to future improvements and
modifications and license to LICENSEE rights in such certain future
improvements and modifications, and  any information so disclosed
will be considered Technical Information which LICENSEE shall be
obligated to keep confidential pursuant to Section 12.1 of this
Agreement.  In connection therewith, LICENSOR, may voluntarily add
patents and/or patent applications to Schedule A hereof.  No disclosure
of any information by LICENSOR shall in any way establish a course
of dealing or otherwise require LICENSOR to make any future
disclosure of information under this Agreement.

     7.3  Foreign Patent Applications.  During the term of this
Agreement, LICENSEE shall have the right to designate that any patent
application now or hereafter listed on or incorporated into Schedule A
shall be filed or maintained in any foreign country. If so designated and
if legally possible to do so, LICENSOR agrees to promptly file,
prosecute and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost, including
reasonable attorney's fees, to file, prosecute and maintain during the
term of this Agreement any such patent application and resulting
patents specifically so designated by LICENSEE.

8    TECHNOLOGY TRANSFER.

     8.1.  Documentation. Within thirty calendar days after the
Effective Date of this Agreement, LICENSOR shall furnish LICENSEE
with all Technical Information owned or controlled by LICENSOR,
which is reasonably necessary or desirable in order for LICENSEE to
manufacture SPD Emulsions and Light Valve Film.  Such Technical
Information, which relates to experimental products, shall include,
without limitation thereto (1) a document entitled Handbook of
Technical Information Relating to Variable Density Optical Devices
Incorporating an Activatable Material which contains confidential and
proprietary information of LICENSOR relating to the materials,
specifications, formulation, manufacturing method and manufacturing
equipment relating to SPD Emulsions and Light Valve Film and (2)
photocopies of all U.S. Patents and patent applications relating to SPD
Emulsions and Light Valve Film owned or controlled by LICENSOR
as of the Effective Date of this Agreement. LICENSOR shall not be
obligated hereunder to furnish copies of LICENSOR's foreign patents
and patent applications, but will furnish a list thereof in Schedule A
hereto.

     8.2   Training.  LICENSEE's technically skilled personnel
designated by LICENSEE (with travel and living expenses paid by
LICENSEE) shall make one or more visits for training relating to the
manufacture of SPD Emulsions and Light Valve Film, and to inspect
LICENSOR's research and development facilities relating to SPD
Emulsions and Light Valve Film.  The visits of employees of
LICENSEE to LICENSOR's facility shall be carried out within the six-
month period commencing with the Effective Date of this Agreement,
and shall not exceed 200 man-hours during such period. To assist
LICENSEE's employees while they are at LICENSOR's facility,
LICENSOR's technical staff shall provide up to 200 man-hours
assistance during such period at no cost to LICENSEE.  Additionally,
there shall be no cost to LICENSEE for materials used for training
during the initial training at LICENSOR's facility.

     8.3 Materials and Additional Training.  Upon request by
LICENSEE during the term of this Agreement, and when mutually
convenient to LICENSOR and LICENSEE, LICENSOR shall supply
LICENSEE with additional training in LICENSOR's or LICENSEE's
facility and with small quantities of materials related to SPD Emulsions
for experimental use only by LICENSEE, and shall charge LICENSEE
$750 per man/day plus the cost of any other materials used in providing
such training or making such materials, plus the cost of shipping such
materials to LICENSEE.  The respective number of engineers for
dispatch and the duration of their stay shall be agreed to by LICENSOR
and LICENSEE separately from time to time.  All expenses to be
incurred in connection with the dispatch of LICENSOR's engineers
under this Section 8.3 including the traveling and living expenses of
such engineers of LICENSOR shall be borne and paid by LICENSEE.
Each invoice submitted by LICENSOR for such service shall include
detailed explanations of the charges, and, if requested by LICENSEE,
copies of receipts.  The parties acknowledge that LICENSOR has no
obligation to transfer to LICENSEE any Technical Information other
than as may be embodied in such sample materials, and that, other than
sample materials, if any, that may be supplied by LICENSOR as
aforesaid, LICENSEE will be acquiring materials from authorized
suppliers other than LICENSOR.

     8.4 Inquiries. LICENSEE and LICENSOR may also at any time
during the term of this Agreement make reasonable inquiry by
telephone, facsimile or mail to one another in regard to any information
or data furnished by LICENSOR to LICENSEE pursuant to this
Agreement.

     8.5 Visits.  If a party supplies the other with any materials or
information, and also during all visits by either party to the facilities of
the other party, visitors shall comply with all reasonable rules of the
host company, and each party to this Agreement will indemnify and
hold the other party harmless from any liability, claim or loss
whatsoever (i) for any injury to, or, death of, any of its employees or
agents while such persons are present at the facility of the other party
or working with such materials or information; and (ii) for any damages
to its own property or to the property of any such employee or agent
which may occur during the presence of any such person at the facility
of the other party, or while working with such materials or information,
regardless of how such damage occurs.

     8.6  Sole Purpose.  Any documentation or information supplied
pursuant to this Agreement by either party to the other shall be used
solely for the purposes set forth in this Agreement.

9    INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.

     9.1  Proprietary Rights: Notices.  Each party shall provide
appropriate notices of patents, or other similar notice of the patent
rights of the other party on all products utilizing the patented inventions
of the other party if patent marking is required by law or to protect a
party's intellectual property rights.  Either party may add its own patent
notice to any copy or embodiment which contains its patented
inventions.

     9.2  LICENSOR Exclusive Owner.  LICENSEE hereby
acknowledges LICENSOR as purporting to be the sole and exclusive
owner of the patents and patent applications listed on Schedule A, and
that, except for the rights granted hereunder, LICENSEE shall not have
any rights or attempt to assert any ownership rights in and to those
patents and patent applications.


10   TERM AND TERMINATION.

     10.1  Term.  The term of this Agreement shall extend from the
Effective Date of this Agreement to the date of termination of this
Agreement.  Unless sooner terminated or extended, as herein provided
for below, this Agreement shall terminate upon  the expiration of the
later of (A) the last to expire of the patents now or hereafter listed in
Schedule A hereof, and (B) the expiration of the period in which
LICENSEE is obligated to maintain confidential Technical Information
of LICENSOR pursuant to Section 12.1 hereof.

     10.2  Termination by LICENSEE. LICENSEE may terminate this
Agreement effective as of December 31, 2004 or as of any anniversary
thereof by giving LICENSOR prior notice thereof unless sooner
terminated as hereinafter provided.  Such notice shall be made in
writing and shall be given between 60 and 90 days prior to the effective
date for which such termination is to be effective. If LICENSEE
decides to terminate this Agreement for any reason, LICENSEE shall
provide LICENSOR, along with the aforementioned notice of
termination, with a written report describing the reasons for such
termination.  After  the expiration or termination of this Agreement,
LICENSEE shall have no right to sell, and no obligation to manufacture
and deliver, SPD Emulsions and Light Valve Film which embodies
LICENSOR's patented technology or confidential Technical
Information to any Authorized User or to any other party.

     10.3  Termination by LICENSOR. LICENSOR may  terminate
this Agreement at any time effective as of December 31, 2007 or as of
any anniversary thereof  upon at least 30 days' notice to LICENSEE for
any reason, provided, however, that LICENSOR shall give LICENSEE
at least one years' notice of any early termination under this Section
10.3 if LICENSEE is producing and selling SPD Emulsions or Light
Valve Film hereunder.  Notwithstanding the foregoing, LICENSOR
may  terminate this Agreement at any time upon at least 30 days' notice
to LICENSEE if LICENSEE shall have failed to make any payment
when due or at any time breach any material term of this Agreement
and such payment is not made or such breach is not cured within any
applicable cure period specified in Article 11 of this Agreement, or
repeatedly provide inaccurate reports hereunder, or if there has been a
cessation by LICENSEE of general operations or of work related to
SPD Emulsions and Light Valve Film.

     10.4  Effect of Termination.  If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other remedies
which one party may have against the other: (1) all of LICENSEE's
rights and licenses under this Agreement and any obligation arising
under Section 7.3 for LICENSEE to pay any patent maintenance fees
shall cease, and LICENSEE shall immediately return to LICENSOR all
Technical Information furnished to LICENSEE under this Agreement,
together with all reproductions, copies and summaries thereof;
provided, however, that LICENSEE may retain solely for archival
purposes one copy of all such documents in its legal department files,
(2) at LICENSOR's option, LICENSEE shall, within 30 days of the
date of such termination, either (A) sell and deliver to LICENSOR
under the terms specified in Section 4.2 any SPD Emulsions and Light
Valve Film which shall then be in the possession of LICENSEE, and,
if requested by LICENSOR, LICENSEE shall finish and deliver to
LICENSOR any SPD Emulsions and Light Valve Film in the process
of manufacture as soon as possible and, in any case, not later than 30
days after receiving LICENSOR's request, and/or (B) with respect to
any unsold inventory and work in the process of manufacture, to
complete such work in process and sell any remaining inventory during
the period not to exceed six months from the date of termination or
expiration of this Agreement provided that at the completion of such
six-month period, LICENSEE shall promptly destroy and dispose of
any SPD Emulsions and Light Valve Film (and SPD Emulsions and
Light Valve Film in the process of manufacture) not sold under this
Section 10.4 and (3) if this Agreement is terminated for any reason on
or before December 31, 2004, LICENSEE hereby grants to LICENSOR
a nonexclusive, royalty-free, irrevocable, worldwide license with the
right to grant sublicenses to others to utilize all technical information,
improvements and/or modifications  (whether or not the subject of
patents or pending patent applications) developed or invented by or on
behalf of LICENSEE and/or its sublicensees, subcontractors, or agents
hereunder through the date of such termination of this Agreement
relating to Light Valves, Light Valve Film or SPD Emulsions which
relate to or arise out of Technical Information disclosed by LICENSEE
to LICENSOR, and upon such termination, LICENSEE shall provide
LICENSOR in reasonable detail complete information regarding such
technical information, improvements and/or modifications.  The
foregoing license shall be self-effectuating, but LICENSEE agrees
upon written notice by LICENSOR at any time hereafter to deliver to
LICENSOR within 30 days of such notice any document or other
instrument reasonably requested by LICENSOR to convey such license
rights to LICENSOR such as, by way of example, confirmations or
instruments of conveyance or assignment.  No termination of this
Agreement by expiration or otherwise shall release LICENSEE or
LICENSOR from any of its continuing obligations hereunder, if any,
or limit, in any way any other remedy one party may have against the
other party.  Notwithstanding the foregoing, LICENSEE's obligations
to LICENSOR under Sections 3.1, 3.2, 4.6, 4.7, 4.8, 6.1, 6.2, 7.2, 8.5,
10.2, 10.4, 12.1, and Article14 shall survive any termination or
expiration of this Agreement.

11   EVENTS OF DEFAULT AND REMEDIES.

     11.1  Events of Default.  Each of the following events shall
constitute an "Event of Default" under this Agreement:

     11.1.1    (a) A party's material breach or material failure to
punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or warranty
contained in this Agreement and the misrepresented facts or
circumstances, if curable, remain uncured thirty (30) days after written
notice of such misrepresentation is received by the breaching party;
and, in either case, if such breach or misrepresentation is not curable,
termination shall occur thirty (30) days after such misrepresentation or
breach at the option of the non-breaching party; or

     11.1.2    The failure by a party upon request to provide the other
party with adequate assurances of its performance of all obligations
under this Agreement upon: (a) such first party's filing of a voluntary
petition in bankruptcy; (b) the filing of any involuntary petition to have
such first party declared bankrupt which has not been dismissed within
ninety (90) days of its filing; (c) the appointment of a receiver or trustee
for such first party which has not been rescinded within ninety (90)
days of the date of such appointment; or (d) such first party otherwise
becoming insolvent or otherwise making an assignment for the benefit
of creditors.

     11.2  Default by a Party.  If there occurs an Event of Default with
respect to a party, the other party may:

     (a)  seek damages; and/or

     (b)  seek an injunction or an order for mandatory or specific
performance; and/or

     (c)  terminate this Agreement and the licenses granted to
          LICENSEE hereunder whereupon the non-defaulting party
          shall have no further obligations under this Agreement
          except those which expressly survive termination.

12   CONFIDENTIALITY.

     12.1  Confidential Information. (a) LICENSEE agrees for itself,
its sublicensees, and their employees and agents that for twenty (20)
years from the  later of the Effective Date of this Agreement or the
latest date of its receipt of information disclosed to LICENSEE by
LICENSOR pursuant to this Agreement, such information shall be held
in confidence; provided, however, there shall be no obligation to treat
as confidential information which is or becomes available to the public
other than through a breach of this obligation, or which was already
possessed by LICENSEE in writing (or otherwise provable to be in the
possession of LICENSEE) prior to the Effective Date of this
Agreement  (and was not received from LICENSOR) or which is shown
by LICENSEE to have been received by it from a third party who had
the legal right to so disclose it without restrictions and without breach
of any agreement with LICENSOR or its licensees. The burden of
proving the availability of any exception of confidentiality shall be on
the LICENSEE. LICENSOR shall affix an appropriate legend on all
written documentation given to LICENSEE which contains confidential
information.    LICENSEE acknowledges that the list of patent
applications contained on Schedule A shall be deemed to be
confidential information. Other than for the oral information conveyed
during the training conducted pursuant to Sections 8.2 and 8.3 hereof,
if any, all of which shall be deemed to be confidential information, if
confidential information is otherwise conveyed orally by LICENSOR
after training has been completed, LICENSOR shall specify to
LICENSEE at the time such information is being conveyed (or in a
subsequent letter referring to the conversation) that the information
conveyed is confidential.  It is understood and agreed that, unless
otherwise provided in a separate agreement between LICENSEE and
LICENSOR, LICENSEE has no obligation hereunder to provide
LICENSOR with any confidential or proprietary information, and that
LICENSOR shall have no obligation hereunder to LICENSEE to
maintain in confidence or refrain from commercial or other use of any
information which LICENSOR is or becomes aware of under this
Agreement.  The terms and provisions of this Agreement or any other
agreement between the parties shall not be considered confidential, and
the parties hereto acknowledge that, pursuant to the Securities
Exchange Act of 1934, as amended, and the regulations promulgated
thereunder,  LICENSOR may file copies of this Agreement with the
Securities and Exchange Commission and with NASDAQ and with any
other stock exchange on which LICENSOR's securities may be listed.
LICENSEE agrees that for the period of time during which LICENSEE
is obligated to keep Technical Information confidential hereunder,
LICENSEE will not make, use, sell, lease or otherwise dispose of
products using or directly or indirectly derived from confidential
information or sample materials supplied to LICENSEE by LICENSOR
or its licensees, sublicensees, or any of their affiliates relating to Light
Valve Film, SPD Emulsions or Light Valves or which otherwise
comprise suspended particles, which when subjected to a suitable
electric or magnetic field, orient to produce a change in the optical
characteristics of the suspension ("SPD Technology") unless an
agreement between LICENSOR and LICENSEE permitting it to do so
is in full force and effect and the royalties, if any, provided in such
agreement are being paid to LICENSOR on such products.  The
foregoing restriction shall not apply to products (i) which do not
directly or indirectly incorporate SPD Technology, such as, but not
limited to, liquid crystal devices, electrochromic devices, or similar
technology, or (ii) which incorporate technology involving suspended
particles, which when subjected to a suitable electric or magnetic field,
orient to produce a change in the optical characteristics of the
suspension but which is independently developed and which is not in
any way directly or indirectly derived from any Technical Information
of LICENSOR or its licensees, sublicensees, or any of their affiliates.
LICENSEE shall have the burden of proving by clear and convincing
evidence that the availability of any exception of confidentiality exists
or that the foregoing restrictions do not apply to a particular product.
Nothing contained in this section, however, shall be construed as
granting LICENSEE any rights or licenses with respect to any
Technical Information or patents of LICENSOR or its other licensees
or their sublicensees. Nothing contained in this License Agreement,
however, shall be construed as restricting LICENSEE's ability to sell
materials to any customer if such materials do not use any of the rights
or licenses with respect to any Technical Information or patents of
LICENSOR or its other licensees or their sublicensees.

     (b) LICENSEE will have the right to provide materials to, and to
disclose information of LICENSOR to a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only disclose
such information as is strictly necessary to enable said subcontractor to
perform its manufacturing task, and provided that prior to disclosing
any information to said subcontractor, said subcontractor has signed a
secrecy agreement with LICENSEE at least as protective of
LICENSOR's Technical Information as the provisions of this
Agreement, including, without limitation, said subcontractor's specific
agreement to be bound by the provisions of Section 12.1 hereof to the
same extent as LICENSEE.  For such purposes, LICENSEE may
develop a standard form of secrecy agreement for LICENSOR's
approval, after which LICENSEE may use such secrecy agreement with
all subcontractors without LICENSOR's prior approval of the secrecy
agreement being necessary. LICENSEE shall have all subcontractors
sign said secrecy agreement prior to the disclosure of  Technical
Information to said subcontractor, and LICENSEE shall send
LICENSOR a copy of every such secrecy agreement within thirty (30)
days after the execution thereof.

13   WARRANTIES AND REPRESENTATIONS.

     13.1  Reciprocal Representations.  Each party represents and
warrants to the other that:

     13.1.1  Valid Agreement.  The execution and delivery of this
Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action by LICENSOR and
LICENSEE and this Agreement is a valid and binding obligation
enforceable against the parties in accordance with its terms, except to
the extent limited by bankruptcy, insolvency, moratorium and other
laws of general application relating to general equitable principles;

     13.1.2 No Conflicts.  Nothing herein conflicts with its rights and
obligations pursuant to any agreement by a party and any other entity;
and

     13.1.3  Publicity. While this Agreement is in force, the parties
shall have the right to use non-confidential information, including but
not limited to information concerning this Agreement, for marketing,
sales, technical assistance, investor relations, disclosure and public
relations purposes, and that information permitted to be disclosed by a
party under this Section 13.1.3 may appear on such party's (or its
subsidiaries'or sublicensees') Internet web site, along with links to the
Internet web sites, and specific pages therefrom, of the other party and
its subsidiaries and sublicensees. The parties have agreed on the initial
press release which shall be issued in conjunction with this License
Agreement, and both parties must agree prior to issuing any subsequent
press releases regarding this License Agreement or the work that
LICENSEE is doing hereunder, provided that LICENSOR and
LICENSEE acknowledge that each are public companies with
disclosure obligations that may require a party disclose in future press
releases and regulatory filings additional information about this License
Agreement and the subject matter hereof.

     13.2  LICENSOR Representations.  LICENSOR represents and
warrants, for the benefit of LICENSEE, that:

     13.2.1  Title.  As of the date hereof, LICENSOR represents and
warrants that  it has the right to convey the rights and licenses granted
by this Agreement, and otherwise to perform its obligations under this
Agreement. LICENSOR has caused its employees who are employed
to do research, development, or other inventive work to disclose to it
any invention or information within the scope of this Agreement and to
assign to it rights in such inventions and information in order that
LICENSEE shall receive, by virtue of this Agreement, the licenses
granted to it under Section 2.1 hereof.

     13.2.2  Infringement.  As of the date hereof, LICENSOR is not
aware of any claim for patent infringement or the misappropriation of
trade secrets, being asserted against it by any third party; or of any
infringement of the patents listed on Schedule A hereto by any entity.

     13.2.3 Patents in Force.  To the best of LICENSOR's knowledge,
all of the patents listed on Schedule A hereto are currently in force.

     13.3 No Warranty.  LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or otherwise
commercialize SPD Emulsions or Light Valve Film, or (b) as to the
validity of any patent.

     13.4 Representation.  LICENSOR hereby represents and warrants
that, as of the Effective Date hereof,  to the best of its knowledge there
have been no claims, actions or proceedings brought or threatened
against it or its licensees alleging that any SPD Emulsions, Light Valve
Film, and Light Valves manufactured using Technical Information or
other technical information disclosed by LICENSOR constitutes
infringement of any patent or intellectual property right of any third
party, nor is LICENSOR aware of any patent or intellectual property
right of any third party which would be infringed by LICENSEE's
manufacture, use or sale of SPD Emulsions or Light Valve Film if
LICENSEE's manufacture, use or sale of  SPD Emulsions or Light
Valve Film is done in strict compliance with the terms and conditions
of this Agreement and only uses Technical Information disclosed by
LICENSOR hereunder.

14    MISCELLANEOUS.

     14.1  Applicable Law.  This Agreement shall be interpreted,
construed, governed and enforced in accordance with and governed by
the laws of the State of New York, and LICENSOR and LICENSEE
hereby submit to the exclusive jurisdiction of the state or federal courts
located in the County of Nassau and State of New York for such
purposes.  Should any dispute arise between LICENSOR and
LICENSEE in connection with this Agreement, LICENSOR and
LICENSEE shall first endeavor to settle such dispute in an amicable
manner through mutual consultation.

     14.2  Confidentiality In Court Proceeding.  In order to protect and
preserve the confidential information of a party which the parties
recognize may be exchanged pursuant to the provisions of this
Agreement, the disclosing party may request, and the receiving party
shall not oppose, the court in any action relating to this Agreement to
enter a protective order to protect information which is confidential
information under Section 12.1 and to seal the record in the action or
to hold the proceedings, or portion of the proceedings, in camera;
provided, that the requested terms do not prejudice the receiving party's
interests.  Nothing, however, shall preclude either party from thereafter
moving to unseal its own records or to have matter and information
designated as confidential under any relevant protective order
designated otherwise in accordance with the circumstances as they shall
appear at that time.

     14.3  Severability.  If any provision of this Agreement is declared
or found to be illegal, unenforceable or void, the parties shall negotiate
in good faith to agree upon a substitute provision that is legal and
enforceable and is as nearly as possible consistent with the intentions
underlying the original provision.  If the remainder of this Agreement
is not materially affected by such declaration or finding and is capable
of substantial performance, then the remainder shall be enforced to the
extent permitted by law.

     14.4  Waiver.  Unless agreed to by the parties in writing to the
contrary, the failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the
provisions of this Agreement, or to exercise any right contained in this
Agreement or provided by law, shall not constitute or be construed as
a waiver or relinquishment of the performance of such provision or
right or the right subsequently to demand such strict performance or
exercise of such right, and the rights and obligations of the parties shall
continue unchanged and remain in full force and effect.

     14.5  Captions.  The captions and headings in this Agreement are
inserted for convenience and reference only and in no way define or
limit the scope or content of this Agreement and shall not affect the
interpretation of its provisions.

     14.6  Assignment. This Agreement shall be binding on and shall
inure to the benefit of the parties and their successors and assigns.
However, LICENSEE agrees that it shall not assign this Agreement or
its rights hereunder without the prior written consent of LICENSOR
except to a successor to substantially all of its business relating to Light
Valves and whose obligations hereunder are guaranteed to LICENSOR
by LICENSEE.  LICENSOR may assign all of its rights and obligations
hereunder to any successor to any of its business interests or to any
company controlling or controlled by LICENSOR. All assignees shall
expressly assume in writing the performance of all the terms and
conditions of this Agreement to be performed by the assigning party,
and an originally signed instrument of such assumption and assignment
shall be delivered to the non-assigning party within 30 days of the
execution of such instrument.

     14.7  Schedules.  All Schedules attached to this Agreement shall
be deemed to be a part of this Agreement as if set forth fully in this
Agreement.

     14.8  Entire Agreement.  This Agreement constitutes the entire
understanding and agreement between LICENSOR and LICENSEE
with respect to the subject matter hereof, supersedes all prior
agreements, proposals, understandings, letters of intent, negotiations
and discussions with respect to the subject matter hereof and can be
modified, amended, supplemented or changed only by an agreement in
writing which makes specific reference to this Agreement and which
is executed in writing by the parties; provided, however, that either
party may unilaterally waive in writing any provision imposing an
obligation on the other.

     14.9  Notices.  Any notice required or permitted to be given or
made in this Agreement shall be in writing and shall be deemed given
on the earliest of (i) actual receipt, irrespective of method of delivery,
(ii) on the delivery day following dispatch if sent by express mail (or
similar next day courier service), or (iii) on the sixth day after mailing
by registered or certified air mail, return receipt requested, postage
prepaid and addressed as follows:

LICENSOR: Robert L. Saxe, Chairman and CEO
               Research Frontiers Incorporated
               240 Crossways Park Drive
               Woodbury, New York 11797-2033 USA
               Facsimile:     (516) 364-3798
               Telephone:     (516) 364-1902

LICENSEE: John E. Mc Glade
          Vice President and General Manager, Performance Materials
               Air Products and Chemicals, Inc.
               7201 Hamilton Boulevard
               Allentown, PA 18195-1501
               Facsimile:     610-706-7532
               Telephone:     610-481-6597

or to such substitute addresses and persons as a party may designate to
the other from time to time by written notice in accordance with this
provision.

     14.10 Bankruptcy Code.  In the event that either party should file
a petition under the federal bankruptcy laws, or that an involuntary
petition shall be filed against such party, the parties intend that the non-
filing party shall be protected in the continued enjoyment of its rights
hereunder to the maximum feasible extent including, without limitation,
if it so elects, the protection conferred upon licensees under section
365(n) of Title 17 of the U.S. Code.  Each party agrees that it will give
the other party immediate notice of the filing of any voluntary or
involuntary petition under the federal bankruptcy laws.

     14.11  Construction.  This Agreement and the exhibits hereto have
been drafted jointly by the parties and in the event of any ambiguities
in the language hereof, there shall no be inference drawn in favor or
against either party.

     14.12  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.

     14.13 Status of the Parties.  The status of the parties under this
Agreement shall be solely that of independent contractors. No party
shall have the right to enter into any agreements on behalf of the other
party nor shall it represent to any person that it has such right or
authority.

     The parties, through their duly authorized representatives, and
intending to be legally bound, have executed this Agreement, as of the
date and year first above written, whereupon it became effective in
accordance with its terms.

RESEARCH FRONTIERS INCORPORATED



By:/s/ Joseph M. Harary
      Joseph M. Harary, President and COO
      Date: May 2, 2003

AIR PRODUCTS AND CHEMICALS, INC.



By:/s/ John E. Mc Glade
     John E. Mc Glade
     Vice President and General Manager, Performance Materials
     Date: May 2, 2003

<PAGE>
                                   Schedule A
                              (As of May 2, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  Date   Expiration
Patents in the United States                 Issued  Date



4,772,103                Robert L. Saxe
               "Light Valve Containing an Improved
    Suspension, and Liquids Therefor"   9/20/88 8/8/06


5,002,701                Robert L. Saxe
     "Light Polarizing Materials and
    Suspensions Thereof"                3/26/91   3/26/08


4,877,313                Robert L. Saxe et al
          "Light Polarizing Materials and
         Suspensions Thereof"                10/31/89 2/10/09


5,093,041                Joseph A. Check, III et al
               "Light-Polarizing Material Based on
              Ethylene-diamine Polyacetic Acid
              Derivatives"                        3/03/92  7/30/10


5,111,331                Paul Rosenberg
          "Electro-Optical Light Modulator"5/05/92 7/5/09


5,130,057                Robert L. Saxe
               "Light Polarizing Materials and
         Suspensions Thereof"           7/14/92   10/31/06


5,279,773                Robert L. Saxe
               "Light Valve Incorporating A Suspension
          Stabilized With A Block Polymer"   1/18/94  3/23/12

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

5,325,220                Robert L. Saxe
               "Light Valve With Low Emissivity
       Coating As Electrode"                 6/28/94   3/9/13


5,463,491                Joseph A. Check III
          "Light Valve Employing a Film Comprising
       An Encapsulated Liquid Suspension And
       Method of Making Such Film" 10/31/95  11/6/12

5,463,492                Joseph A. Check III
               "Light Modulating Film of Improved
             Clarity For A Light Valve"  10/31/95 11/6/12


5,461,506                Joseph A. Check III et al
               "Light Valve Suspensions Containing A
                 Trimellitate Or Trimesate And Light
            Valves Containing The Same"10/24/95   5/11/13


5,467,217                Joseph A. Check III et al
               "Light Valve Suspensions and Films
                 Containing UV Absorbers and Light
       Valves Containing The Same" 11/14/95  5/11/13


5,516,463                Joseph A. Check III et al
               "Method of Making Light
               Polarizing Particles"         05/14/96  07/08/14


5,650,872                Robert L. Saxe et al
               "Light Valve Containing
               Ultrafine Particles"      07/22/97 07/22/14

5,728,251                Joseph A.  Check, III
               "Light Modulating Film of Improved
       UV Stability For a Light Valve" 03/17/98 09/27/15

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

5,764,402      Jean-Francois Thomas; Pierre Vezin
     "Optical Cell Control System" 06/09/98  xx/xx/xx

5,838,482      Daniel Decroupet; Pierre Laroche
               "Optical Cell"                11/17/98  xx/xx/xx

5,691,849      Rene Ledroit; Jean-Francois Thomas; Andre
               Hecq
               "Rear-View Assembly for a Vehicle
          and an Adaptor Therefor"      11/25/97  xx/xx/xx

6,114,405           Huifang Zhuang et al
               "Ultraviolet Radiation-Curable
               Light-Modulating Film for a Light
     Valve, and Method of Making Same"09/05/00  10/09/17

6,156,239           Robert L. Saxe et al
               "Light Polarizing Material, Liquid
               Suspensions and Films Thereof, and Light
               Valve Incorporating Same"     12/05/00 2/26/19

6,271,956B1              Robert L. Saxe et al
               "Method and Materials for Enhancing the
               Adhesion of SPD Films and Light Valves
               Comprising Same"              08/07/01 03/02/20

6,301,040           Srinivasan Chakrapani et al
               "SPD Films Having Improved Properties and
      Light Valves Comprising Same"     10/09/01  05/24/20

6,334,967 B1             Robert L. Saxe et al
               "Light Polarizing Particles of Improved
      Particle Size Distribution"  01/01/02  12/21/20
                    (See also listing for PCT/US99/15508)

6,416,827           Srinivasan Chakrapani et al
                         "SPD Films and Light Valves
                    Comprising Same"07/09/02 [10/27/20]

6,429,961B1                   Joseph M. Harary et al
     "Methods for Retrofitting Windows With Switchable
          and Non-Switchable Window Enhancements and
Retrofitted Windows Produced Thereby" 08/06/02 10/03/20

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

[Confidential Information Omitted and filed separately with the Securities and
Exchange Commission]

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

[Confidential Information Omitted and filed separately with the Securities and
Exchange Commission]


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

[Confidential Information Omitted and filed separately with the Securities and
Exchange Commission]


<PAGE>
                        Schedule B  (As of May 2, 2003)
             LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR SPD
                                   EMULSIONS

Name of Customer                        Licensed Application     Permitted
                                   Territory
Research Frontiers Incorporated              All applications    Worldwide

Film Technologies International, Inc.             Light Valve Film for sale to
other specified     Worldwide
                                   licensees of Research Frontiers

General Electric Company                Light Valve Film for sale to other
specified Worldwide
                                   licensees of Research Frontiers

Hankuk Glass Industries, Inc./SPD Inc.       Light Valve Film for sale to other
specified Worldwide
                                   licensees of Research Frontiers

Hitachi Chemical Co., Ltd.                   Light Valve Film for sale to other
specified Worldwide
                                   licensees of Research Frontiers

Isoclima S.p.A                          Light Valve Film for sale to other
specified Worldwide
                                   licensees of Research Frontiers

N.V. Bekaert S.A.                       Light Valve Film for sale to other
specified Worldwide
                                   licensees of Research Frontiers

Polaroid Corporation                         Light Valve Film for sale to other
specified Worldwide
                                   licensees of Research Frontiers

                              Schedule B (Continued)

             LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR LIGHT
VALVE FILM

Name of Customer                   Licensed Application          Permitted
                                                                 Territory
Research Frontiers Incorporated         All applications         Worldwide

AP Technoglass Co.                 Sunroof glass for other licensees
                                   Worldwide

Avery Dennison Corp.               SPD displays
                                                                 Worldwide

BOS GmbH                      Variable light transmission sunshades and
sunvisors Worldwide

Glaverbel, S.A.                Automotive vehicle rear-view mirrors,  Worldwide
                         transportation vehicle sunvisors, and (except  Korea
                              architectural and automotive windows
                                                                  for windows)

Global Mirror GmbH                 Rear-view mirrors and sunvisors
                                   Worldwide

Hankuk Glass Industries Inc./SPD Inc.   Broad range of SPD light control
products       Worldwide
                              including windows, flat panel displays,
                              automotive vehicle rear-view mirrors and
                              sunvisors (installed as original equipment
                              on Korean-made cars), and sunroofs; SPD film
                              for licensees and prospective licensees

InspecTech Aero Service, Inc.      Aircraft windows and cabin dividers
                                   Worldwide
                                                                 (except Korea)

N.V. Bekaert S.A.                  Architectural and automotive windows
                                   Worldwide
                                                                 (except Korea)

Isoclima S.p.A.                    Architectural and automotive windowsWorldwide
                                                                 (except Korea)

Razor's Edge Technologies, Inc.         Architectural windows    Worldwide
                                                                 (except Korea)

ThermoView Industries, Inc.             Architectural windows    Worldwide
                                                                 (except Korea)

[INFORMATION REGARDING OTHER AUTHORIZED USERS WILL BE
PROVIDED BY LICENSOR TO LICENSEE FROM TIME TO TIME IN THE
FUTURE]