CONFIDENTIAL

                               SITEK INCORPORATED
                     FOUNDER-EXECUTIVE EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of March 27,
2000 by and between Sitek Inc., a Delaware Corporation (the "Company") and Paul
D. Jackson, an individual ("Mr. Jackson") and a contributing founder of the
Company.

Mr. Jackson may occupy an executive position in the Company, one or more of its
divisions or any of its wholly owned subsidiaries. This agreement is also
binding for any Subsidiary to which Mr. Jackson is assigned.

The Company and Mr. Jackson wish to provide mutual promises and assurances that
will define the nature and terms and conditions of their relationship.
Therefore, in consideration of the mutual promises, acknowledgments and
representations herein, the parties agree as follows:

1. EMPLOYMENT AND DUTIES

Mr. Jackson will work exclusively and on a full-time basis for the Company and
shall devote his best efforts to accomplishing the goals and objectives
established and set by the Chief Executive Officer ("CEO") of the Company. Mr.
Jackson's title shall be Vice President and Corporate Secretary of the Company.

(a) Major Change of Executive Responsibilities

Any major change of Mr. Jackson's executive responsibilities wherein such duties
are materially diminished shall be mutually acceptable and agreed to in writing
by Mr. Jackson and the CEO prior to execution of said change. Mr. Jackson shall
not unreasonably withhold agreement to a necessary change.

(b) Goals and Objectives set by the CEO

Goals and objectives set by the CEO for Mr. Jackson shall be rational,
reasonable, achievable, and aligned with the business objectives and the
material success of the Company. Goals and objectives for Mr. Jackson shall be
established through mutual agreement with the CEO.

2. TERM

Employment under this Agreement shall commence on the effective date and shall
continue for a period of 4 years. Thereafter, this Agreement shall automatically
renew for additional 3-year terms unless either party gives the other written
notice of non-renewal at least 1 year prior to the expiration of the then
current term of the Agreement.

3. COMPENSATION

(a) Base Salary

The Company agrees to pay Mr. Jackson a base salary, before deducting all
applicable withholdings, at the rate of US $135,000 per annum. This salary shall
be payable in accordance with the standard payroll policies of the Company,
including any revisions to these policies deemed necessary and appropriate by
the Company. The Company shall consider increases to Mr. Jackson's base salary
on an annual basis to be effective on the start of the fiscal year.

(b) Incentive Bonus

Mr. Jackson shall be entitled to participate in a bonus plan for the Company's
Executives. By meeting specific objectives established by the CEO, Mr. Jackson
may earn, in addition to his base salary, an incentive bonus of up to 40% of Mr.

                                      -1-
<PAGE>
                                  CONFIDENTIAL


Jackson's base salary per year. Any incentive bonus shall be based one-half on
Mr. Jackson's individual performance as determined by the CEO and one-half on
the Company's performance in achieving its planned and budgeted operating income
goals. Any incentive bonus shall be paid on an annual basis no later than the
third fiscal month of the following fiscal year.

(c) Transportation Allowance

Mr. Jackson is entitled to a transportation allowance of US$650 per month (after
withholdings), paid on the last day of the month as a payroll item.

4. BENEFITS

In addition to the compensation described in Section 3 of this Agreement, the
Company shall provide the following benefits while the Company employs Mr.
Jackson. Except as set forth in Section 5 of this Agreement, all benefits shall
terminate upon expiration or termination of this Agreement and unused benefits
shall have no cash value and shall not be compensated to Mr. Jackson upon
expiration or termination of this Agreement.

(a) Health and Medical Insurance

The Company shall pay for and provide Mr. Jackson and his immediate family with
health, medical, dental, and vision insurance on terms no less favorable than or
provided to the Company's corporate executive staff.

(b) Life and Disability Insurance

The Company will purchase a term life insurance policy (with aviation riders)
for Mr. Jackson in an amount equal to 5 times Mr. Jackson's annual base salary
provided Mr. Jackson meets all the usual and customary qualifying criteria
established by the life insurance provider. In addition to any disability income
available from the Arizona Worker's Compensation Fund, the Company shall also
purchase a long-term disability insurance policy for Mr. Jackson that will
provide a disability benefit to Mr. Jackson equal to one-half of Mr. Jackson's
annual base salary. Said disability policy shall contain a 60-day exclusion
period and a disability shall be defined as Mr. Jackson's inability to perform
his usual and regular job duties for the Company. Mr. Jackson shall be subject
to all exclusions, limitations and restrictions contained in the life and
disability policies provided and the Company shall not be a guarantor of any
benefits under these policies.

(c) Paid Time Off

Mr. Jackson shall have 3 weeks annual vacation. If Mr. Jackson is unable, due to
demands of his position, to take vacation, the vacation shall accrue into the
next year. Mr. Jackson may accrue unused vacation up to 27 weeks. In addition,
Mr. Jackson shall have non-accruing 2 weeks per year for time off for illness
benefit.

(d) Expense Reimbursement

The Company shall, upon receipt of appropriate documentation, reimburse Mr.
Jackson for his reasonable travel, lodging and other ordinary and necessary
business expenses consistent with the Company's policies.

(e) 401(k) Program

Mr. Jackson shall be eligible to participate in the Company's 401(k)-retirement
program under the same terms as those applicable to all Company Executives.

                                      -2-
<PAGE>
                                  CONFIDENTIAL


5. TERMINATION

The Company may terminate this Agreement at any time in the manner provided in
this Section 5. Mr. Jackson may terminate this Agreement at any time upon
delivery of 30 days written notice. Termination of this Agreement shall
completely terminate Mr. Jackson's employment with the Company.

(a) Notice of Non-Renewal

Either party shall give notice of non-renewal in writing at least 1 year prior
to the expiration of the then current term, in which case this Agreement shall
not be automatically renewed and shall terminate upon expiration of the then
current term. In the case that the Company exercises its non-renewal rights
under the provision of this Section 5(a) of the Agreement:

     1.   At least 120 days prior to the termination of this Agreement, the
          Company shall vest all non-vested shares and share options held by Mr.
          Jackson.

     2.   Prior to March 31, 2003, a notice of non-renewal by the Company shall
          be mutually acceptable under the provisions of Section 1(a) of this
          Agreement.

(b) For Cause

The Company may terminate this Agreement for cause upon written notice to Mr.
Jackson stating the facts constituting such cause. If Mr. Jackson is terminated
for cause, the Company shall be obligated to pay Mr. Jackson's base salary at
the current rate due him through the date of termination plus payment for all
accrued paid time off, and the Company shall have no further obligation
hereunder. For the purpose of this section, "cause" shall include:

     1.   Neglect of duties.
     2.   Violation of a material provision of this Agreement.
     3.   The appropriation or attempted appropriation of a material business
          opportunity of the Company, including attempting to secure or securing
          any personal profit in connection with any transaction entered into on
          behalf of the Company other than as set forth in written agreements
          between the Company and Mr. Jackson.
     4.   The misappropriation or attempted misappropriation of any of the
          Company's funds or property.
     5.   The conviction of, the indictment for (or its procedural equivalent),
          or the entering of a guilty plea or plea of no contest with respect to
          a felony, or any other crime with respect to which imprisonment for
          more than 1 year is a possible punishment.
     6.   Willful violation of a Company policy or established business practice
          that results in litigation against the Company, and wherein such
          litigation results in an unfavorable and non-appealed judgement
          against the Company in a U.S. Court of Law.

(c) Without Cause

The Company may terminate this Agreement at any time without cause, by giving
120 days written notice to Mr. Jackson. Within 72 hours of termination without
cause, the Company shall pay Mr. Jackson the following:

     1.   The base salary due him through the date of termination, plus
     2.   The amount of base salary remaining under the current term of this
          Agreement, plus
     3.   Payment for all accrued paid time off, plus
     4.   An additional 5 years base salary at the rate of the current term of
          the Agreement if there is less than 1 year remaining on the current
          term of this Agreement at the time of termination without cause, or
     5.   An additional 4 years base salary at the rate of the current term of
          the Agreement if there is more than 1 year remaining on the current
          term of this Agreement at the time of termination without cause.

                                      -3-
<PAGE>
                                  CONFIDENTIAL


In addition, the Company is obligated and shall provide paid health and medical
insurance per Section 4(a) of this Agreement for a period of 3 years after
termination without cause. Furthermore, the Company shall immediately vest all
non-vested shares and share options held by Mr. Jackson at the time of
termination without cause. Additionally, Mr. Jackson shall have at his option,
"piggyback" registration rights in any subsequent public offering, for any
shares and share options held by Mr. Jackson at the time of termination without
cause, for a period of 10 years following termination without cause.

(d) Disability

If during the term of this Agreement, Mr. Jackson fails to perform his duties
hereunder because of illness or other incapacity for a period of 300 consecutive
days, the Company shall have the right to terminate this Agreement without
further obligation hereunder except for the Company's obligation to provide
disability insurance.

(e) Death

If Mr. Jackson dies during the term of this Agreement, this Agreement shall
terminate immediately, and Mr. Jackson's beneficiaries shall be entitled to
receive the base salary and benefits due Mr. Jackson through the date of such
termination and any other death benefits generally applicable to Executives.

(f) Acquisition, Merger, or Takeover

In the event that the Company is acquired, merged or taken over by another
company, Mr. Jackson's shares and share options shall immediately vest and this
Agreement shall automatically renew for 4 years.

6. NON-DISCLOSURE OF PROPRIETARY INFORMATION

The Company invents, develops, manufactures and markets processes and products
that involve experimental, developmental, and/or inventive work of a highly
proprietary nature. The Company's commercial success depends upon the protection
of these processes, products and work by patent or by secrecy. Mr. Jackson will
substantially contribute to and have access to all of the Company's "Proprietary
Information" and Mr. Jackson therefore agrees as follows:

(a) "Proprietary Information" shall mean:

     1.   Any and all methods, inventions, improvements, information, data or
          discoveries, whether or not patentable, that are secret, proprietary,
          confidential or generally undisclosed (including information
          originated or provided by Jackson) in any area of knowledge, including
          information concerning trade secrets, processes, software, products,
          patents, inventions, formulae, apparatus, techniques, technical data,
          improvements, specifications, servicing, attributes and relative
          attributes relating to any of the Company's equipment, devices,
          processes or products;
     2.   The identities of the Company's customers and potential customers
          ("Customers") including Customers Mr. Jackson successfully cultivates
          or maintains during his employment using the Company's products, name
          or infrastructure, the identities of contact persons at Customers, the
          preferences, likes, dislikes and technical and other requirements of
          Customers and contact persons with respect to product types, pricing,
          sales calls, timing, sales terms, rental terms, lease terms, service
          plans, and other marketing terms and techniques;
     3.   The Company's business methods, practices, strategies, forecasts,
          know-how, pricing, and marketing plans and techniques;
     4.   The identity of key accounts, potential key accounts, and the
          identities of the Company's key customer representatives and
          executives.

          "Proprietary Information" shall not include information that was known
          to Mr. Jackson on a non-confidential or proprietary basis prior to his
          employment with the Company, or information that either is or

                                      -4-
<PAGE>
                                  CONFIDENTIAL

          hereafter becomes known to the general public without breach or fault
          on the part of Mr. Jackson.

(b)  Mr. Jackson acknowledges that the Company has exclusive property rights to
     the Proprietary Information and Mr. Jackson hereby assigns all rights he
     might possess in the Proprietary Information to the Company. Except as
     required in the performance of the duties of his employment with the
     Company, Mr. Jackson will not at any time during or after the term of this
     Agreement, without the express written consent of the Company, Directly or
     indirectly use, communicate, disclose, disseminate, lecture upon, publish
     articles or otherwise put in the public domain:

     1.   Any Proprietary Information of the Company;
     2.   Any other information of a secret, proprietary, confidential or
          general undisclosed nature relating to the Company, its products,
          Customers, processes or services, including information related to
          testing, research, development, manufacturing, marketing or selling.

(c)  All documents, record, notebooks, notes, memoranda, data bases, and similar
     repositories containing Proprietary Information made or compiled by Mr.
     Jackson at any time during the term of this Agreement, including any copies
     thereof, are and shall be:

     1.   The property of the Company:
     2.   Shall be held by Mr. Jackson in trust solely for the benefit of the
          Company, and shall be delivered to the Company by Mr. Jackson on the
          termination of this Agreement or at any other time upon the request of
          the Company.

(d)  Mr. Jackson agrees to certify in writing at or before final termination of
     this Agreement that Mr. Jackson no longer has in his possession, custody or
     control:

     1.   Any copies of any business documents generated at or relating to the
          Company;
     2.   Proprietary Information of the Company, whether in hard copy, on a
          computer hard drive, computer diskettes, or in any other form or
          media.

(e)  All pertinent information regarding the Company's business disclosed to,
     learned by or developed by Mr. Jackson during the course of this Agreement
     shall be presumed to be Proprietary Information.

(f)  Mr. Jackson agrees to provide immediate notification of the terms and
     conditions of this Agreement, along with a copy of Section 7 of this
     Agreement to:

     1.   All subsequent Employers or contracting parties who are involved in
          any way in the semiconductor industry or are otherwise competitors or
          potential competitors of the Company.

7. INVENTIONS

(a)  For purposes of this section, the term "Inventions" shall mean discoveries,
     concepts, and ideas, whether patentable or not, including improvements,
     know-how, data, processes, methods, formulae, and techniques concerning the
     Company's activities, business and products that:

     1.   Mr. Jackson makes, discovers, or conceives either solely or jointly
          with others during the term of this Agreement.
     2.   Mr. Jackson, if based on or related to Proprietary Information of the
          Company, makes at any time after the termination of this Agreement.

          All inventions shall be solely the property of the Company and Mr.
          Jackson agrees to perform the requirements of this Section 7 with
          respect thereto without the payment by the Company of any royalty or
          any consideration other than as provided in this Agreement.

                                      -5-
<PAGE>
                                  CONFIDENTIAL


(b)  Mr. Jackson shall apply for United States and foreign letters patent in Mr.
     Jackson's name (or jointly if the patent has more than one inventor), for
     his Inventions, at the Company's request, support and expense.

(c)  With the exception of US patents 5,814,561 and 5,944,904 pertaining to
     Boundary Layer Chemical Vapor Deposition (BLCVD) technology covered under
     separate license agreement with the Company, Mr. Jackson, during the term
     of this Agreement, hereby assigns to the Company all rights to:

     1.   Inventions;
     2.   Applications for United States and/or foreign letters patent;
     3.   United States and/or foreign letters patent granted upon Inventions
          generated.

(d)  Mr. Jackson shall acknowledge and deliver promptly to the Company without
     consideration but at the Company's expense such written instruments
     (including applications and assignments) and provide other support, such as
     giving testimony in support of Mr. Jackson's inventorship, as may be
     necessary in the opinion of the Company to:

     1.   Obtain, maintain, extend, re-issue and enforce United States and/or
          foreign letters patent relating to Inventions
     2.   To vest entire right and title thereto in the Company or its nominee.

(e)  Mr. Jackson's obligation to assist the Company in obtaining and enforcing
     patents for Inventions whether U.S. or foreign, shall continue beyond the
     term of this Agreement. The Company shall compensate Mr. Jackson at a
     reasonable rate for time actually spent at the Company's request on such
     assistance. If the Company is unable, for any reason, to secure Mr.
     Jackson's signature to any lawful and necessary document required to apply
     for or execute any patent application with respect to any Inventions,
     including renewals, extensions, continuations, division or continuation in
     part thereof, Mr. Jackson hereby irrevocably designates and appoints the
     Company and its duly authorized officers and agents and attorneys-in-fact
     to act for and in Mr. Jackson's behalf, and instead of Mr. Jackson, to
     execute and file any application and to do all other legal force and effect
     as if executed by Mr. Jackson.

(f)  As a matter of record, Mr. Jackson has identified on Exhibit A attached
     hereto all inventions or improvements relevant to the business activity of
     the Company which have been made, conceived, or first reduced to practice
     by Mr. Jackson, alone or jointly with others, prior to his employment with
     the Company. Mr. Jackson desires to remove Exhibit A from the operation of
     this Agreement and Mr. Jackson covenants that such list is complete. If
     there is no such list or if no Exhibit A is attached, Mr. Jackson
     represents that he has made no such inventions and improvements at the time
     of signing this Agreement.

8. NON-SOLICITATION OF CUSTOMERS OR EMPLOYEES OF THE COMPANY

(a)  During the term of this Agreement and for a period of 1 year after
     termination of this Agreement, Mr. Jackson shall not:

     1.   Solicit any of the Company's Employees for a competing business or;
     2.   Otherwise induce or attempt to induce any of the Company's Employees
          to terminate their employment with the Company.

(b)  For a period of 1 year after termination of this Agreement, Mr. Jackson
     agrees and shall not solicit or call on:

     1.   Any third party or entity, any customer or potential customer whom Mr.
          Jackson solicited or called on during the one year period immediately
          prior to the termination of this Agreement,;
     2.   Any third party or entity, any customers or potential customers with
          whom he became acquainted or of which he learned during his last year
          of employment;

                                      -6-
<PAGE>
                                  CONFIDENTIAL


Unless the products or service represented do not materially compete with any of
the products or services manufactured, assembled, distributed, offered, or sold
by the Company.

9. EXCLUSIVE ENGAGEMENT

(a)  During the term of this Agreement, Mr. Jackson, without the express written
     consent of the Board of Directors of the Company, shall not engage in any
     employment, consulting activity or business other than for the Company.

(b)  Activity as a passive investor in, or outside director for, another
     business enterprise shall not be considered in breach of this section so
     long as such business enterprise is competing against or conducting
     business with the Company. Any such activity shall not adversely impact the
     performance of Mr. Jackson in fulfilling his duties to the Company.

10. NON-COMPETE

The parties acknowledge that Mr. Jackson, as a result of his status as a founder
and executive employee, shall substantively contribute to and shall acquire
significant knowledge and information concerning the business of the Company and
its Customers. The parties further acknowledge that the scope of business in
which the Company is engaged is worldwide and very competitive, and that such
business is one in which few companies can compete successfully. The parties
also acknowledge that competition from Mr. Jackson in that business would be
detrimental and harmful to the Company. Accordingly, Mr. Jackson agrees that
during the term of this Agreement, and for a period of 1 year following the
termination of this Agreement, Mr. Jackson shall not:

(a)  Directly or indirectly, sell or attempt to sell products or services for or
     on behalf of any business that manufactures, assembles, distributes, offers
     or sells any products or services that materially compete with any services
     or products manufactured, assembled, distributed, offered or sold by the
     Company.

(b)  Persuade or attempt to persuade any potential customer or client of the
     Company not to transact business with the Company, or instead to transact
     business with Mr. Jackson, another person, or organization, or business
     entity.

(c)  Solicit the business of any company that has been a customer or client of
     the Company at any time during the term of this Agreement. If Mr. Jackson
     becomes employed by or represents a business that exclusively sells
     products or services that do not materially compete with the Company, then
     such contact shall not be deemed in breach of this Section 11(c).

11. FREEDOM FROM ENGAGEMENT RESTRICTIONS

Mr. Jackson represents and warrants that Mr. Jackson has not entered into any
agreement, whether express, implied, oral, or written, that poses an impediment
to Mr. Jackson's employment by the Company including Mr. Jackson's compliance
with the terms of this Agreement. In particular, Mr. Jackson is not subject to a
pre-existing non-competition agreement and no restrictions or limitations exist
respecting Mr. Jackson's ability to perform fully his duties for the Company.

12. INJUNCTIVE RELIEF

Both parties acknowledge that a breach of this Agreement is likely to result in
irreparable and unreasonable harm to the party not in breach. Both parties
further acknowledge that damages caused by a breach would be extremely difficult
to calculate, and that injunctive relief, as well as damages, would be
appropriate.

13. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon Mr. Jackson, his heirs, executors, assigns
and administrators and shall inure to the benefit of the Company, its
successors, and assigns.

                                      -7-
<PAGE>
14. WAIVER

No waiver of any of the provisions of this Agreement shall be deemed to , or
shall constitute a waiver of, any other provisions, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.

15. GOVERNING LAW AND VENUE

Arizona law shall govern the construction and enforcement of this Agreement and
the parties agree that any litigation pertaining to this Agreement shall be in
courts located in Maricopa County, Arizona, and each of the parties consents to
the exclusive jurisdiction of such courts and waives any objection to
jurisdiction or venue of such courts.

16. COMPLIANCE WITH LAW AND AMENDMENT BY COURT

If there is any conflict between any provision of this Agreement and any
statute, law, regulation or judicial precedent, the latter shall prevail, but
the provisions of this Agreement thus affected shall be curtailed and limited
only to the extent necessary to bring it within the requirements of the law. If
any part of this Agreement shall be held by a court of proper jurisdiction to be
indefinite, invalid or otherwise unenforceable, the entire Agreement shall not
fail on account thereof, but:

     1.   The balance of the Agreement shall continue in full force and effect
          unless such construction would clearly be contrary to the intention of
          the parties or would result in unconscionable injustice; and
     2.   The court shall amend the Agreement to the extent necessary to make
          the Agreement valid and enforceable.

17. CONSTRUCTION

The language in all parts of this Agreement shall in all cases be construed as a
whole according to its fair meaning and not strictly for nor against any party.
The Section headings in this Agreement are for reference purposes only and will
not affect in any way the meaning or interpretation of this Agreement. All terms
used in one number or gender shall be construed to include any other number or
gender as the context may require. The parties agree that each party has
reviewed this Agreement and has had the opportunity to have counsel review the
same and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of
this Agreement or any amendment or any exhibits thereof.

18. NON-DELEGATION OF MR. JACKSON'S RIGHTS AND THE COMPANY'S ASSIGNMENT RIGHTS

The obligations, rights and benefits of Mr. Jackson hereunder are personal and
may not be delegated, assigned or transferred in any manner whatsoever, nor are
such obligations, rights and benefits subject to involuntary alienation,
assignment or transfer. Upon reasonable notice to Mr. Jackson, the Company may
transfer Mr. Jackson to an affiliate of the Company, which affiliate shall
assume the obligation of the Company under this Agreement

19. ATTORNEYS' FEES

Except as otherwise provided herein, in the event any party hereto institutes an
action or other proceeding to enforce any rights arising out of this Agreement,
the party prevailing in such action or other proceeding shall be paid all
reasonable costs and attorneys' fees by the non-prevailing party. Such fees
shall be set by the court and not by a jury and shall be included in any
judgement in such proceeding.

                                      -8-
<PAGE>
20. NOTICES

Any notice required or permitted pursuant to the provisions of this Agreement
shall be in writing and shall be deemed duly given when actually received as a
consequence of any effective method of delivery, including but not limited to
hand delivery, transmission by telecopier, or delivery by a recognized courier
service, or sent by certified or registered mail addressed to the parties as
follows:



(a) In the case of the Company:              With a Copy to:

         SITEK, Incorporated                 Quarles & Brady
         Attn: Dr. Don M. Jackson, Jr.       Attn: Robert Moya
         1817 West 4th Street                One East Camelback Road, Suite 400
         Tempe, AZ 85281                     Phoenix, AZ 85012

(b) In the case of Mr. Jackson               With a Copy to:

         Paul D. Jackson
         4713 E. Via Los Caballos
         Phoenix, AZ 85028


Or to such alternate address as any party shall have specified by written notice
to the other in accordance with this Section.

21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof (i.e. Mr. Jackson's employment by the Company) and
supercedes all prior or contemporaneous understandings or agreements in regard
thereto. No modification or addition to this Agreement shall be valid unless in
writing, specifically referring to this Agreement, and signed by all parties.

IN WITNESS WHEREOF, the parties have executed this Agreement this ___day of
______, 2000.



EMPLOYER:                                   FOUNDER-EXECUTIVE:





-----------------------------------         ------------------------------------
Don M. Jackson, Jr., Ph.D.                  Paul D. Jackson
President/Chief Executive Officer
SITEK, Incorporated

                                      -9-
<PAGE>
                                    EXHIBIT A

Mr. Jackson's Personal Intellectual Property List

AERONAUTICAL CONCEPTS

By Virtue of his education and experience, Mr. Jackson has conceived and
developed designs for numerous aerospace and aviation products that are the
personal property of Mr. Jackson.

ROBOT EDGE-GRIP END EFFECTOR

Mr. Jackson has developed a unique concept for a special end-effector device
that can be applied to handling of silicon wafers up to 400-mm in diameter. This
proprietary design is the personal property of Mr. Jackson, but is available to
the Company on a royalty-free exclusive basis during the term of this Agreement.

CIRCULAR FLOW EPITAXIAL REACTOR

Mr. Jackson has developed a concept for a method to circulate gases and vapors
inside a CVD or epitaxial reactor for semiconductor wafer processing and the
processing of films on other shapes and materials. This proprietary design is
the personal property of Mr. Jackson.

                                      -10-