[EXHIBIT 10.32- 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-SMART AUTOMOTIVE WINDOW LICENSE
                            AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                         KERROS LIMITED

     This License Agreement ("Agreement") effective as of May 30,
2003 by and between RESEARCH FRONTIERS INCORPORATED,
a Delaware corporation ("LICENSOR") and KERROS LIMITED, a
corporation organized under the laws of the United Kingdom
("LICENSEE").

                            RECITALS

     WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to Light
Valves and Licensed Products (both as hereinafter defined) and of
methods and apparatus relating to products incorporating such
concepts; 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 Licensed Products; 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 premises 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.

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.

"Licensed Product" means a Light Valve Transportation Vehicle
Window Product incorporating a Light Valve.  The term "Licensed
Product" shall not include Light Valves used or intended for use in
any product other than as specifically defined herein, such as other
window products not specifically defined herein, including but not
limited to windows for architectural applications, aircraft, space craft
and space-stations, and windows for vehicles not specified as being
included in the definition of Light Valve Transportation Vehicle
Window Product, and non-window products such as but not limited
to displays, eyewear, sunvisors, toys, mirrors or filters for scientific
instruments, lamps or contrast enhancement of displays.  The term
"display" means any device for displaying letters, numbers, images
or other indicia or patterns.  Nothing contained herein shall permit
LICENSEE to sell, lease, or otherwise dispose of a Light Valve
which is not combined or intended to be combined as described
above into a Light Valve Transportation Vehicle Window Product.

"Licensed Territory " means all countries of the world except North
and South Korea.

"Light Valve" means a variable light transmission device
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 in the form a liquid
suspension, gel, film or other material.

"Light Valve Transportation Vehicle Window Product" means a
Light Valve used or intended for use solely as a window (including
sunroofs and window panes which are an integral part of the internal
or external structure) integrally incorporated in a transportation
vehicle of a type not designed or primarily intended for military use.
The term "Light Valve Transportation Vehicle Window Product"
shall not include a Light Valve used or intended for use as a
sunvisor, but may include Light Valves which are used or intended
for use in a non-military transportation vehicle as, or as part of, or
are laminated to, or whose surface area is primarily attached to, a
window, sunroof or windshield. The term "transportation vehicle"
shall mean passenger cars, recreational vehicles such as a camper or
motor home, light trucks, vans, sport utility vehicles, agricultural
vehicles, earth moving and excavation equipment, but shall not
include other types of vehicles such as aircraft, boats, mobile cranes,
trains, space craft and space-stations. For purposes of this
Agreement and the license granted pursuant to Section 2.1 hereof, a
Light Valve Transportation Vehicle Window Product may only be
sold by LICENSEE as an after-market product, or, provided a ten
percent (10%) earned royalty is paid on such sales pursuant to
Section 3.1 hereof, as original equipment but only as original
equipment on a Land Rover, TVR, Lotus or Aston Martin vehicle, or
as original equipment on a recreational vehicle such as a camper or
motor home, an agricultural vehicle such as a tractor or harvester, or
as original equipment on earth moving and excavation equipment.

The "Net Selling Price" of a Licensed Product on which royalties are
payable shall be the larger of the following: (A) the genuine selling
price of LICENSEE and its sublicensees hereunder (including
amounts charged for any wiring, installation, and related services
provided by LICENSEE and its sublicensees hereunder) f.o.b.
factory at which nonaffiliated customers are billed in the usual
course of business for a Licensed Product, as packed for shipment to
the customer; and (B) $100 per window. The aforementioned $100
figure specified in clause (B) above shall be adjusted upward as of
each January 1st hereafter beginning on January 1, 2004 by any
increase in the Producer Price Index for Motor Vehicle Parts and
Accessories (the "Index") for the 12 month period ending in
December of the prior year, prepared by the Bureau of Labor
Statistics of the United States Department of Labor (or if the Index is
not then being published, the most nearly comparable successor
index).  In calculating a genuine selling price of a product for the
above calculation, such price may be reduced only by the applicable
proportions of the following if, and to the extent that, amounts in
respect thereof are reflected in such selling price: (i) normal trade
discounts actually allowed; (ii) sales, use or excise and added value
taxes and custom duties paid; (iii) if the genuine selling price is other
than f.o.b. factory, amounts paid for f.o.b. transportation of the
product to the customer's premises or place of installation or
delivery; (iv) insurance costs and the costs of packing material,
boxes, cartons and crates required for shipping; provided, however,
that for purposes of this calculation, the genuine selling price of a
product may not be less than 90% of the gross selling price of said
product after all deductions (other than taxes) therefrom, if any.  If a
product is leased, sold, used or otherwise disposed of on terms not
involving a bona fide arm's length sale to an unaffiliated third party,
then the Net Selling Price for such transactions shall be deemed to be
the Net Selling Price as defined above for identical products sold to a
nonaffiliated customer nearest to the date of such lease, sale, use, or
other disposition.

"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 Light Valves, Licensed Products and/or to the
suspensions or other components used or usable for Licensed
Products or Light Valves including, but not limited to, particles,
particle precursors, coatings, polymers, liquid suspensions and
suspending liquids, or any combination thereof, and that consist of
concepts invented or developed 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, have made, and to lease, sell, or otherwise dispose of Licensed
Products in the Licensed Territory.

     2.2   No Other Rights.  LICENSEE agrees that, except for the
specific licenses granted to it under Section 2.1 hereof for use in
Licensed Products, LICENSEE has not acquired any rights or
licenses under this Agreement to use Light Valves or any
components thereof made by or for LICENSEE or its sublicensees
pursuant to this Agreement. If LICENSEE requests additional rights
and licenses from LICENSOR, or to expand the scope of this
Agreement to include other Licensed Products, the parties agree to
negotiate in good faith for such additional rights and licenses, and the
compensation to LICENSOR therefor, but there can be no assurance
that such rights and licenses will be available or granted in the
future.

     2.3  Sublicenses.  LICENSEE shall have the right to grant non-
exclusive sublicenses to any of its wholly-owned and controlled
subsidiaries, 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    ROYALTY PAYMENTS, REPORTS AND RECORD-
KEEPING.

     3.1 Royalties and Reports on Net Sales.  During the term of this
Agreement, LICENSEE agrees to pay LICENSOR an earned royalty
which shall be five percent (5%) (except as otherwise provided in the
definition of "Light Valve Transportation Vehicle Window Product"
under which a 10% earned royalty may apply) of the Net Selling
Price of Licensed Products which embody, or the manufacture of
which utilizes, any of the rights granted under Section 2.1 hereof,
and which are manufactured by or for LICENSEE and sold, leased,
used or otherwise disposed of by or for LICENSEE or a permitted
sublicensee.  Payments under this Section 3.1 shall be made on a
monthly basis and made within 15 days after the end of the calendar
month in which such Licensed Products were sold, leased, used or
otherwise disposed of by or for LICENSEE or a permitted
sublicensee hereunder.  Each royalty payment shall be in U.S. dollars
and shall be accompanied by a statement by LICENSEE showing in
reasonable detail the amount of Licensed Products sold, used, leased
or otherwise disposed of by or for LICENSEE and its sublicensees
during the preceding month, any deductions taken or credits applied,
and the currency exchange rate used to report sales made in
currencies other than U.S. dollars.  LICENSEE shall use the
exchange rates for buying U.S. dollars in effect on the last day of
each month, as specified in The New York Times.  The first such
statement shall cover the period from the Effective Date of this
Agreement to the end of the first month in which a Licensed Product
is sold, used, leased or otherwise disposed of by or for LICENSEE or
its sublicensees. LICENSEE shall also furnish to LICENSOR at the
same time it becomes available to any third party, a copy of each
brochure, price list, advertisement or other marketing and
promotional materials prepared, published or distributed by
LICENSEE or its sublicensees relating to Licensed Products. If
LICENSEE wants to engage in special marketing or other
campaigns, LICENSOR and LICENSEE shall consult with each
other regarding such campaigns, without further obligation on either
party to participate in, or facilitate, such campaigns.

     3.2  Minimum Royalties - Regardless of whether LICENSEE is
selling any Licensed Products, during the term of this Agreement
LICENSEE agrees to pay LICENSOR the non-refundable minimum
royalties (in U.S. Dollars) specified below for each of the stated
periods:

     Period                                  Minimum Royalty

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

LICENSEE may credit payments under this Section 3.2 in any year
against any payment due under Section 3.1 hereof with respect to
sales of Licensed Products made during such year.

     3.3 Time and Method of Payment. [Confidential Information
Omitted and filed separately with the Securities and Exchange
Commission] Each subsequent payment under Section 3.2 to
LICENSOR shall be made on or before January 31 of each license
year commencing January 1, 2005.  All other payments shall be due
on the date specified in this Agreement, or if no date is specified,
within 30 days of invoice. All payments made to LICENSOR shall
be paid by wire transfer of immediately available funds to the
account of Research Frontiers Incorporated at JP Morgan Chase
Bank, 6040 Tarbell Road, Syracuse, New York 13206, Account No.:
825-624-290, ABA Wire Code No.: 021 000 021, or to such other
account or place, as LICENSOR may specify in a notice to
LICENSEE.

     3.4 Sales, Use and Returns.  Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on the
earlier of when such Licensed Products are billed out, or when
delivered, shipped or mailed to the customer.  If as a result of a price
reduction or a return of Licensed Products previously sold, a credit or
refund to a customer is given on part or all of the sale price of such
Licensed Products, a credit shall be allowed against royalties
accruing thereafter under this Agreement equal to the royalty paid on
that part of the sales price so credited or refunded.

     3.5  Recordkeeping.    LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of submission
of each statement supported thereby, true and accurate records, files
and books of accounts that relate to Licensed Products, all data
reasonably required for the full computation and verification of the
Net Selling Price of Licensed Products, deductions therefrom and
royalties to be paid, as well as the other information to be given in
the statements herein provided for, and shall permit LICENSOR or
its duly authorized representatives, upon reasonable notice,
adequately to inspect the same at any time during usual business
hours.  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 no more frequently than annually.  The cost of the audit shall
be borne by LICENSOR, unless the audit shall disclose a breach by
LICENSEE of any term of this Agreement, or an underpayment error
in excess of two percent of the total monies paid to LICENSOR by
LICENSEE during the audited period, in which case LICENSEE
shall bear the full cost of such audit.  LICENSEE agrees to pay
LICENSOR all additional monies that are disclosed by the audit to
be due and owing to LICENSOR within thirty days of the receipt of
the report. Except to the extent that disclosure is required by
LICENSOR under generally accepted accounting principals or
pursuant to law or applicable regulations, and except to the extent
required to enforce LICENSOR's rights hereunder, any confidential
information disclosed to LICENSOR during such audit shall be kept
confidential.

4    OBLIGATIONS OF LICENSEE.

     4.1 Compliance.  LICENSEE agrees that, without limitation,
any manufacture, sale, lease, use or other disposition of Licensed
Products that is not in strict accordance with the provisions of this
Agreement shall be deemed a material breach of this Agreement.

     4.2  End Users.  LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products are 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 Licensed
Products.  LICENSEE agrees to take all steps to reasonably assure
itself that Licensed Products sold, leased or otherwise disposed of by
or for LICENSEE is being used for permitted purposes only.

     4.3 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
Licensed Products 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. If requested by LICENSEE, at LICENSEE's
expense, LICENSOR shall provide LICENSEE with any non-
confidential information reasonable required and readily obtainable
by LICENSEE to help LICENSEE obtain any such necessary
approvals. To the extent that confidential information of LICENSOR
is required to obtain such approvals, LICENSOR will only provide
such confidential information in a manner consistent with the full
protection of the confidentiality of such information.

     4.4  Purchase of Components from Others.   By virtue of the
disclosure of Technical Information and information, 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 Licensed Products 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.

     4.5 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any Licensed Product or 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 Licensed Product,
material, Component or information provided hereunder.

     4.6 Analysis.  LICENSEE represents and agrees that it will only
incorporate Components received from authorized suppliers into
Licensed Products 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.

     4.7  Personnel. LICENSEE agrees to assign personnel from its
technical staff who shall be responsible for the development of
Licensed Products during the term of this Agreement.

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that either
party may adopt and use for Licensed Products 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
Licensed Products or products incorporating Light Valves under such
mark or marks, and 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 adequate
product liability and other liability insurance covering its operations
relating to the subject matter of this Agreement and, if available on
commercially reasonable terms, shall name LICENSOR as an
additional insured. Upon request, LICENSEE shall provide
LICENSOR of evidence of such insurance.

     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 (other than
loss of market value of LICENSOR's equity securities), 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 Licensed Products, and related materials, 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) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR
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 Licensed Products, and/or to the suspensions or other
components used or usable in Licensed Products 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.

     (b)  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 have been made relating
to the subject matter of this Agreement, and as to the general nature
of any such improvements and modifications.

     (c) 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
included in the Licensed Territory. 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 any such patent
application and resulting patents specifically so designated by
LICENSEE.

8    TECHNOLOGY TRANSFER.

     8.1.  Materials.  Upon request by LICENSEE, during the term
of this Agreement and when mutually convenient to LICENSOR and
LICENSEE, LICENSOR shall supply LICENSEE with small
quantities of materials related to Licensed Products for experimental
use only by LICENSEE, and shall charge LICENSEE $750 per
man/day plus the cost of any other materials used in making such
materials, plus the cost of shipping such materials to 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.

     8.2 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 pursuant to this Agreement.

     8.3 Visits.  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; 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, regardless of how
such damage occurs.

     8.4  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.  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, 2007 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.

     10.3  Termination by LICENSOR. LICENSOR may terminate
this Agreement at any time effective as of December 31, 2007 (or
any date to which this Agreement may have been extended by
LICENSEE exercising the extension options listed below in this
Section 10.3) 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 Licensed Products hereunder.  If such notice is given by
LICENSOR to terminate this Agreement on or before  December 31,
2010, then LICENSEE may elect, by return notice to LICENSOR
within 30 days of receipt of LICENSOR's notice of termination, to
extend the term of this Agreement until December 31, 2010;
provided that LICENSEE has faithfully performed all of its
obligations under this Agreement, including but not limited to, the
timely payment of all royalties and accurate reporting of all sales of
Licensed Products hereunder during the term of this Agreement.  If
such notice is given by the LICENSOR to terminate this Agreement
on or after December 31, 2010, then the LICENSEE shall be entitled
to an option to extend the term of this Agreement until December 31,
2013 under the same terms, conditions and procedures as specified in
the second sentence of this Section 10.3.  If any such extension takes
place under the preceding two  sentences, then this Agreement shall
continue in force after December 31st. 2010 or December 31st, 2013
(as the case may be) subject to the LICENSOR's right to terminate in
accordance with the first sentence of this Section 10.3.
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
Licensed Products. Notwithstanding anything contained in Section
10.4 to the contrary, if LICENSOR has terminated this Agreement
pursuant to the immediately preceding sentence, provided that any
such breach is cured by the termination date of this Agreement,
LICENSEE may complete and deliver any Licensed Products sold by
LICENSEE pursuant to binding contracts entered into prior to the
date of receipt by LICENSEE of such notice of termination by
LICENSOR.

     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 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 at LICENSEE's direct cost of manufacture
any Licensed Products which shall then be in the possession of
LICENSEE, and, if requested by LICENSOR, LICENSEE shall
finish and deliver to LICENSOR any Licensed Products 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 Licensed Products (and
Licensed Products 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, 2007, 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, or
Licensed Products, 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, 3.5, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1, 6.2, 7.2, 8.3, 8.4, 10.4, 12.1, and
Articles 13 and 14 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 failure to make any payment due in a
timely manner or 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, and
           except with respect to royalty payments due and owing to
           LICENSOR as of the termination date or any subsequent
           period specified in Section 10.4.

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.  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 is confidential
information of LICENSOR. If confidential information is otherwise
conveyed orally by LICENSOR, 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 except that LICENSEE may not disclose the minimum
annual royalty payments specified in Article 3 hereof without
LICENSOR's prior written consent, 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 information confidential hereunder,
LICENSEE will not make, use, sell, lease or otherwise dispose of
products using or directly or indirectly derived from Licensed
Products, Light Valves, or Components, 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, or electrochromic devices, 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.

 (b) LICENSEE will have the right to provide materials to, and
to disclose information 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. 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.

 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 Licensed Products, or (b) as to the validity of any
patent.

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.

 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.  Such guarantee by
LICENSEE to LICENSOR shall only extend to cover activities
occurring through the termination or expiration of this Agreement
(including any extension to such term of this Agreement made by
LICENSEE or any successor entity pursuant to Section 10.3 hereof).
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:  Kevin Roberts, Managing Director
           Kerros Limited (t/a IntelliTint)
           Aizlewood Business Centre
           Aizlewoods Mill
           Nursery Street, Sheffield. S3 8GG UNITED
           KINGDOM
           Facsimile:     XXX-XXX-XXXX
           Telephone:     011-44-1246-826680

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
      Date: May 30, 2003

KERROS LIMITED


By:/s/ Michael Parker
      Michael Parker, Chief Executive Officer
      Date: May 30, 2003



                                   Schedule A
                              (As of May 30, 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]