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                                                                    EXHIBIT 10.1


DATED                                                               7 JULY 2000
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                        (1) CERAVISION (IRELAND) LIMITED

                                     - and -

                           (2) AUGRID OF NEVADA, INC.




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                                 PATENT LICENCE

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                               SUBJECT TO CONTRACT



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                                    CONTENTS

1. DEFINITIONS AND INTERPRETATION............................................2

2. GRANT.....................................................................4

3. OBLIGATIONS OF THE LICENSEE...............................................7

4. PAYMENTS BY THE LICENSEE..................................................9

5. RECORDS..................................................................11

6. SUB-LICENSING............................................................12

7. IMPROVEMENTS.............................................................12

8. DEFENCE OF THE PATENT(S) AND INFRINGEMENTS...............................13

9. CONFIDENTIALITY..........................................................15

10. DURATION................................................................17

11. TERMINATION.............................................................17

12. EFFECT OF TERMINATION...................................................18

13. MAINTENANCE OF PATENTS..................................................19

14. FORCE MAJEURE...........................................................20

15. ASSIGNMENT..............................................................21

16. SEVERABILITY............................................................21

17. THIRD PARTY RIGHTS......................................................21

18. PARTNERSHIP.............................................................21

19. WAIVER AND RELEASE......................................................22

20. ENTIRE AGREEMENT........................................................22

21. NOTICES.................................................................23

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22. LAW AND JURISDICTION....................................................23

SCHEDULE 1..................................................................24

Definitions.................................................................24

SCHEDULE 2..................................................................27

Patents and Applications....................................................27

SCHEDULE 3..................................................................29

Trade Marks and Requirements for Use........................................29

SCHEDULE 4..................................................................30

Royalties...................................................................30



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THIS PATENT LICENCE is made on  7 July 2000

BETWEEN:

(1) CERAVISION (IRELAND) LIMITED a company registered in the Republic of Ireland
(Registration No. 321650) whose registered office is at 1 High Street, Dublin 8
("the LICENSOR"); and

(2) AUGRID OF NEVADA, INC a company registered in the State of Nevada, USA,
whose principal office is at 140 Public Square, The Park Building, Suite 208,
Cleveland, Ohio 44114, USA (the "LICENSEE")

BACKGROUND

(A)      The Licensor is the exclusive Licensee with rights to sub-licence of
         patent applications and non-patented know-how in respect of FED's (as
         defined below), and in particular FEDs incorporating ceramic substrates
         having front layer vias and of methods of sealing a visual display
         having a glass face plate and such an FED.

(B)      As referred to herein, an FED display is comprised essentially of an
         anode or front plate sealed to a cathode or back plate, which latter
         incorporates the field effect emission device. The method of sealing is
         the subject of Sealing Patents (as defined below). The anodes and the
         cathodes in particular are compound structures. These terms are
         therefore used to refer to the respective compound components brought
         together to be sealed. Both types of components as such, and the
         cathodes in particular, are or will be the subject of the Anode and
         Cathode Patents (as defined below).

(C)      For their operation, the individual FED pixels of the cathode require
         to be controlled both individually at their turn in the cycle of
         operation and collectively to produce an image. Driver and control
         integrated circuits for this can be attached to the back of the
         cathodes of the displays. The assembled combinations of FED displays
         and the integrated circuits are the subject of Display Drive and
         Control Circuit Patents (as defined below).

(D)      This licence is concerned with both (i) manufacture of FED displays by
         sealing under the Sealing Patents of anodes and cathodes the subject of
         the Anode and Cathode Patents and (ii) assembly of the integrated
         circuits onto the cathodes after sealing to produce FED displays the
         subject of the Display Drive and Control Circuit Patents.

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(E)      The Licensor has agreed to licence the Licensee with regard to what is
         set out in (D) above upon the terms and conditions specified in this
         Agreement and this Agreement is entered into pursuant to the Exclusive
         Project Agreement and in conjunction with the Machinery Lease
         Agreement.

IT IS HEREBY AGREED as follows:-

1.       DEFINITIONS AND INTERPRETATION

         1.1      In this agreement, the following words and phrases shall have
                  the following meanings:

                  "AGREEMENT YEAR(S)" means the 12 month period ending on the
                  first and subsequent anniversaries of the Effective Date of
                  this agreement.

                  "CERAVISION GROUP" means all those corporate entities which
                  are or during the course of this Agreement become members of
                  the Group of companies of which Ceravision Limited is the
                  parent company.

                  "CUSTOMER(S)" means a person, firm or company in the Sales
                  Territory to whom the Licensee agrees to supply the Products.

                  "DISPLAY DRIVE AND CONTROL CIRCUIT PATENTS" has the meaning
                  ascribed to it in Schedule 1.

                  "EFFECTIVE DATE" means the earlier of the Phase One Completion
                  as defined the Exclusive Project Agreement or 1 July 2001.

                  "EXCLUSIVE PROJECT AGREEMENT" means the agreement between
                  Ceravision Limited and the Licensee dated 6 July 2000.

                  "EXCLUSIVE TERM" has the meaning ascribed to it in Schedule 1.

                  "FEDS" means field effect emission devices for visual
                  displays.

                  "FIELD OF USE" has the meaning ascribed to it in Schedule 1.

                  "LICENSEE'S IMPROVEMENT(S)" means all incremental
                  improvements, modifications or adaptions to any part of the
                  Products or Processes including all major or minor advances in
                  technology relating thereto and inventions which are
                  patentable in their

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                  own right, all or any of which might reasonably be of
                  commercial interest to the Licensor in the operation of the
                  Processes and which may be made or acquired (with free rights
                  of disposal) by either party during the term of this
                  agreement.

                  "MANUFACTURING TERRITORY" has the meaning ascribed to it in
                  Schedule 1.

                  "MINIMUM ROYALTIES" means the minimum payment for each
                  Agreement Year as specified in Part 2 of Schedule 3.

                  "NON-EXCLUSIVE TERM" has the meaning ascribed to it in
                  Schedule 1.

                  "PATENT(S)" means the Sealing Patents and the Anode and
                  Cathode Patents and the Display Drive and Control Circuit
                  Patents.

                  "PROCESSES" has the meaning ascribed to it in Schedule 1.

                  "PRODUCTS" has the meaning ascribed to it in Schedule 1.

                  "PROPRIETARY COMPONENTS" means both (i) Proprietary Anodes and
                  Cathodes and (ii) Proprietary Integrated Circuits, which are
                  the subject of the Display Drive and Control Circuit Patents.

                  "PROPRIETARY ANODES AND CATHODES" means anodes and cathodes
                  which are the subject of the Anode and Cathode Patents.

                  "PROPRIETARY INTEGRATED CIRCUITS" means integrated circuits
                  which are the subject of the Display Drive and Control Circuit
                  Patents.

                  "ROYALTY" means all amounts payable by the Licensee or any
                  sub-licensee as detailed in Schedule 4.

                  "SALES TERRITORY" has the meaning ascribed to it in Schedule
                  1.

                  "SEALING MACHINES" has the meaning ascribed to it in Schedule
                  1.

                  "SEALING PATENTS" has the meaning ascribed to it in Schedule
                  1.

                  "TARGET" has the meaning ascribed to it in Schedule 1.

                  "THE TERM" has the meaning ascribed to it in Schedule 1.

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         1.2      Any reference to a Capitalised term which is not defined above
                  in this Agreement is a reference to a term defined in the
                  Exclusive Project Agreement.

         1.3      Words in the singular include the plural and vice versa and
                  words in one gender include any other gender;

         1.4      Any reference to a statute, statutory provision or
                  sub-ordinate legislation includes such legislation as amended
                  and in force from time to time and any legislation which
                  modifies, consolidates (with or without modification),
                  re-enacts or supersedes it except to the extent that it would
                  impose any new or extended obligation, liability or
                  restriction on, or would otherwise adversely affect the rights
                  of, any party to this agreement;

         1.5      A reference to clauses and schedules are to clauses and
                  schedules of this agreement and references to sub-clauses and
                  paragraphs are references to sub-clauses and paragraphs of the
                  clause or schedule in which they appear;

         1.6      The table of contents and headings are for convenience only
                  and shall not affect the interpretation of this agreement;

2.       GRANT

         2.1      The Licensor grants to the Licensee subject as provided below:

                  2.1.1    under the Sealing Patents, the exclusive, during the
                           Exclusive Term and non-exclusive thereafter during
                           the Non-Exclusive Term, right and licence in the
                           Manufacturing Territory to manufacture Products for
                           use in the Field of Use by sealing together anodes
                           and cathodes by means of Process I, together with the
                           right in the Sales Territory to sell the Products for
                           use in the Field of Use, but not including any right
                           to manufacture sealing machines the subject of the
                           Sealing Patents

                  2.1.2    under the Anode and Cathode Patents, the exclusive,
                           during the Exclusive Term, and non-exclusive
                           thereafter during the Non-Exclusive Term, right and
                           licence in the Manufacturing Territory to manufacture
                           Products for use in the Field of Use by sealing
                           together Proprietary Anodes and Cathodes by means of
                           Process II to make display devices protected by the
                           Anode and

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                           Cathode Patents, together with the right in the Sales
                           Territory to sell the Products incorporating the
                           Proprietary Anodes and Cathodes for use in the Field
                           of Use, but not including any right to manufacture
                           the Proprietary Anodes and Cathodes;

                  2.1.3    under the Display Drive and Control Circuit Patents,
                           the exclusive, during the Exclusive Term, and
                           non-exclusive thereafter during the Non-Exclusive
                           Term, right and licence in the Manufacturing
                           Territory to manufacture Products for use in the
                           Field of Use by assembly of Proprietary Integrated
                           Circuits and non-proprietary integrated circuits onto
                           the cathodes of the Products manufactured under
                           clauses 2.1.1 and 2.1.2 by means of Process III to
                           make display devices protected by the Display Drive
                           and Control Circuit Patents, together with the right
                           in the Sales Territory to sell the Products having
                           such integrated circuits attached for use in the
                           Field of Use, but not including any right to program
                           or otherwise produce the Proprietary Integrated
                           Circuits,

                  which rights in this Clause 2.1 must be exercised jointly and
                  not individually.

         2.2      Licensor further grants to Licensee, subject to Licensee's
                  performance of its obligations hereunder, a non-transferable,
                  indivisible and exclusive, during the Exclusive Term and
                  non-exclusive during the Non-Exclusive Term, right and
                  license, without the right to sublicense, to use the Trade
                  Marks set forth in Schedule 3 in connection with the
                  manufacture of Products in the Manufacturing Territory for use
                  in the Field of Use and the sale of such Products in the Sales
                  Territory for use in the Field of Use.

         2.3      In consideration of the Licence granted above, the Licensee
                  agrees not to manufacture, use or sell any Products or
                  articles outside the Field of Use.

         2.4      The Licensor reserves the right to terminate the exclusivity
                  of this Licence if the Licensee competes within the
                  Manufacturing Territory with the Licensor or any undertakings
                  connected with the Licensor or with other undertakings in
                  respect of research and development, production, use or
                  distribution of products competing with the Processes or the
                  Products and further the Licensor reserves the right to
                  require, at any time, that the Licensee prove to the
                  satisfaction of the Licensor that

<PAGE>

                  none of the Patents is being used by the Licensee, or on its
                  behalf, for the production of any products (or the provision
                  of any services), other than the Products. Licensor and
                  Licensee mutually agree that the restrictions contained at the
                  end of Clause 2.1, and in Clause 2.3 and this Clause 2.4, are
                  reasonable, non-burdensome, and necessary for the proper
                  implementation of the Licence granted herein, and in order to
                  protect Licensor's business and its competitive position in
                  the marketplace. The covenants and agreements contained in
                  this Clause 2 shall each be construed and deemed to consist of
                  a series of separate covenants, one for each type of product
                  and for each region included within the geographic area
                  described above. If a court or arbitrator decides that any
                  provision or restriction in this Clause 2 is unreasonable or
                  unenforceable, the parties agree that the court or arbitrator
                  has the power to delete words and modify this Clause 2 in a
                  manner that comes closest to the intent of the parties as
                  expressed herein while rendering this Agreement as modified
                  valid and enforceable. If a court or arbitrator refuses to
                  enforce all of these separate covenants included herein,
                  Licensor and Licensee agree that certain covenants, which if
                  eliminated would permit the remaining covenants to be
                  enforced, will be deemed eliminated from this Clause 2 for
                  purposes of that enforcement.

         2.5      In the event the Display Drive and Control Circuit Patents do
                  not issue in the United States Patent Office, then the parties
                  agree that the requirement to jointly exercise the Display
                  Drive and Control Circuit Patents together with the Sealing
                  Patents and the Anode and Cathode Patents as set forth in
                  Clause 2.1 shall no longer apply and shall be severable from
                  the other provisions herein, and the grant under Clause 2.1.3
                  shall be of no further force or effect. In such event, the
                  Royalties required to be paid by Licensee to Licensor pursuant
                  to Schedule 4 shall be reduced by ten percent (10%). [For
                  example, for the first 500,000 Products produced in any
                  Agreement Year, the Royalty shall be $8.71 per Product instead
                  of $9.68 per Product.] In the event the Display Drive and
                  Control Circuit Patents do not issue in the United States
                  Patent Office, Licensee shall still be required under Clause
                  2.1 to jointly exercise the rights and Licence under the
                  Sealing Patents and the Anode and Cathode Patents.

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3.       OBLIGATIONS OF THE LICENSEE

         3.1      The Licensee shall use its best endeavours to exploit the
                  Processes and increase the production and sales of the
                  Products within the Sales Territory subject to the terms of
                  this agreement.

         3.2      The Licensee shall ensure that the Products comply with the
                  requirements and standards set by national and public
                  authorities wherever the Licensee intends to sell the Products
                  and shall provide the Licensor with copies of all
                  communications to and from regulatory authorities relating to
                  the Products.

         3.3      The Licensee shall ensure that all Products supplied by the
                  Licensee are manufactured to the highest standards of quality
                  and workmanship. The Licensee shall upon reasonable notice
                  from the Licensor give the Licensor or its authorised
                  representative free access at any reasonable time to any place
                  where the manufacture of the Products by the Licensee and
                  every permitted sub-licensee shall be carried on for the
                  purpose of ensuring that the Licensee, and any permitted
                  sub-licensee, is observing these obligations.

         3.4      If the Licensee develops or designs during the term of this
                  Agreement further products within the Field of Use it shall
                  immediately by notice in writing to the Licensor give full
                  details of the nature and specification of such products. If
                  the Licensee wishes to manufacture such new products, provided
                  that the Licensor is satisfied that these Products fall within
                  the Field of Use they will be added as Products by written
                  amendment.

         3.5      Following the commencement of production of the Products, the
                  Licensee shall achieve the Target in each Agreement Year.

         3.6      The Licensee shall ensure that all literature and packaging
                  prepared by the Licensee and relating to the Products includes
                  a reference to relevant patent pending or patent numbers and
                  states that such Products are made under licence from the
                  Licensor.

         3.7      The Licensee shall be required to include or apply the Trade
                  Marks set forth in Schedule 3 on all Products and their
                  packaging produced under this Agreement and under the
                  Exclusive Project Agreement. Such required use of the Trade
                  Marks shall include, without limitation, the prominent display
                  of the Trade Marks on the boot-up

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                  screen or introductory screen displayed on the Products during
                  their use. The parties agree that the size, placement, order
                  of appearance or display, and other manner of use of the Trade
                  Marks by Licensee must be pursuant to the requirements and
                  instructions communicated to Licensee from time to time by
                  Licensor. In order to maintain and enhance the goodwill
                  associated with the Trade Marks, Licensee agrees that Licensor
                  must approve all uses of the Trade Marks on the Products and
                  their packaging and on any sales or promotional materials
                  before they are sold or distributed by Licensee. Title to the
                  Trade Marks shall always remain with Licensor. Licensee shall
                  not acquire any right or interest in the Trade Marks except
                  the limited right to use the same pursuant to this Agreement.
                  Licensee agrees that Licensee's use of the Trade Marks shall
                  inure to Licensor's exclusive benefit. Licensee agrees that it
                  will never use the Trade Marks or any similar names or marks
                  in connection with the manufacture, marketing, sale or
                  distribution of any products or services except for the
                  Products for use in the Field of Use. Licensee shall not use
                  any trade name, corporate or business name identical with or
                  confusingly similar to the Trade Marks. Licensee further
                  agrees that it shall not have the right to modify any of the
                  Trade Marks without Licensor's prior written consent. In
                  addition, Licensee agrees that it will not challenge or
                  otherwise contest the validity, ownership or enforceability of
                  the Trade Marks or of any current or subsequent applications
                  or registrations of the Trade Marks or any variations thereof
                  filed by Licensor or its affiliates, and Licensee further
                  agrees not to directly or indirectly apply for or attempt to
                  register for itself or others any of the Trade Marks or any
                  similar names or marks anywhere in the Sales Territory.

         3.8      The Licensee shall provide such advertising and publicity as
                  may reasonably be expected to bring the Products to the
                  attention of as many purchasers and potential purchasers as
                  possible. All such advertising shall be in accordance with the
                  law of the relevant country and shall be submitted to the
                  Licensor for its written approval before publication.

         3.9      The Licensee shall be exclusively responsible for the
                  technical and commercial operation of the Processes that might
                  be necessary or desirable for all Products sold or supplied by
                  the Licensee and accordingly the Licensee shall indemnify the
                  Licensor in respect of all costs damages and expenses incurred
                  as a result of any claims by third parties in tort or
                  otherwise against the Licensor arising in any way

<PAGE>

                  out of the use of any of the Patent(s) and/or sale or use of
                  the Products by the Licensee.

         3.10     Upon commencement of manufacturing the Products, the Licensee
                  shall take out and maintain public liability, Products
                  liability and other insurance in connection with the Products
                  and their sale to and use by third parties anywhere in the
                  Sales Territory, and ensure that at all times it complies with
                  all the terms and conditions of such policies of insurance.
                  Such insurance will provide coverage for not less than
                  $5,000,000 (US dollars) per occurrence for personal injury or
                  property damages.

         3.11     The Licensee shall promptly inform the Licensor in writing of
                  the addresses of all location(s) at which the Processes are
                  being used by or on behalf of the Licensee, and of any changes
                  or additions.

         3.12     If Licensee purchases all of its requirements for Proprietary
                  Integrated Circuits from Licensor or its nominated suppliers
                  as required under the Exclusive Project Agreement, then the
                  parties agree that the Royalties payable by Licensee to
                  Licensor hereunder shall be as set forth in Schedule 4.
                  However, if Licensee wishes to purchase from other third
                  parties and assemble non-proprietary integrated circuits onto
                  the cathodes of the Products, Licensee shall have the right to
                  do so, provided that in such event the parties agree that the
                  Royalties set forth in Schedule 4 payable by Licensee to
                  Licensor shall be increased by One Dollar and Zero Cents (US
                  $1.00) per Product for each Product that incorporates a
                  non-proprietary integrated circuit that Licensee purchases
                  from someone other than Licensor or its nominated suppliers.

4.       PAYMENTS BY THE LICENSEE

         4.1      The Licensee shall during the continuance of this agreement
                  pay to the Licensor the Royalty. In consideration for entering
                  into this Agreement and for the favourable terms hereof, and
                  as additional consideration for the business advantages that
                  Licensee will enjoy by gaining access to the Processes from
                  Licensor pursuant to the provisions of this Agreement in order
                  to be able to plan in advance to utilize the Processes, and
                  for the competitive advantages that Licensee acknowledges it
                  will have hereunder by having access to the Processes under
                  the terms hereof even before the issuance of any Patent(s),
                  then regardless of whether any Patent(s) issue in the

<PAGE>

                  United States Patent Office, Licensee agrees to pay to
                  Licensor a minimum quarterly Access and Reservation of Rights
                  Fee in the amount and at the times set forth in Schedule 4,
                  Part 2.

         4.2      Payments due under clause 4.1 shall be made within 7 days of
                  the end of each calendar quarter in respect of royalties
                  accruing on Products produced.

         4.3      If the royalties payable under clause 4.2 are less than the
                  Minimum Royalties for that calendar quarter, the Licensee
                  shall pay the difference between the Minimum Royalties and the
                  royalty due under clause 4.2 at the time specified in clause
                  4.2. Minimum Royalties payments shall be regarded as royalties
                  for the period to which they relate and will not be carried
                  forward to subsequent periods.

         4.4      The payment of the Minimum Royalties payable under clause 4.3
                  on the due date is a condition precedent to the Licensee's
                  exercise of any rights under this agreement for the Agreement
                  Year in question and the failure promptly to pay such amount
                  shall entitle the Licensor immediately to terminate this
                  agreement.

         4.5      All amounts payable to the Licensor under this agreement shall
                  be:

                  4.5.1    made in US Dollars to the credit of a bank account to
                           be designated in writing by the Licensor;

                  4.5.2    calculated exclusive of sales tax, or any other tax
                           which may be payable by reference to the Products and
                           shall be paid gross without deduction of any
                           withholding or other income taxes unless supported by
                           documentary evidence in the form of official receipts
                           showing the amounts of such taxes and/or other dues
                           paid on behalf of the Licensor except where the
                           Licensee is required by law to make such deduction or
                           withholding, in which event the Licensee shall in
                           addition pay to the Licensor such amount as shall
                           result in the net amount received by the Licensor
                           being equal to the amount which would have been
                           received by the Licensor had no such deduction or
                           withholding been made.

         4.6      For the purposes of conversion into US Dollars (where
                  applicable) of all amounts due from the Licensee to the
                  Licensor, the applicable rate of exchange shall be the


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                  mid-rate at the New York closing on the last day of the
                  calendar quarter in respect of which payment is due and for
                  all other amounts on the day on which payment is due.

         4.7      The Licensor shall be entitled to interest on payments due
                  under this agreement which are outstanding beyond the due date
                  of payment. Such interest shall be at the rate of 6 per cent
                  per annum above the prime rate of Bank of America valid from
                  time to time. Such interest shall be calculated from the due
                  date to the date of payment and shall be deemed to accrue on a
                  daily basis and to be compounded on the last day of the
                  calendar month .

5.       RECORDS

         5.1      The Licensee agrees to keep at its usual place of business
                  true and accurate records and books of account showing:

                  5.1.1    the quality and description of the Products; and

                  5.1.2    all data necessary for the determination of Royalties
                           payable under clause 4.1 including (but not limited
                           to) the quantity of Products made used or sold;

                  5.1.3    such records and books shall be kept separate from
                           any records and books not relating solely to the
                           Products and shall be open to inspection upon
                           reasonable notice by the Licensor or its duly
                           authorised agent or representative or an independent
                           accountant selected by the Licensor and acceptable to
                           the Licensee (such acceptance not to be unreasonably
                           withheld) for the purpose of verifying the accuracy
                           of the Licensee's reports who shall be entitled to
                           take copies of or extracts from the same. The
                           Licensor shall be solely responsible for the costs of
                           its representative or accountant unless he certifies
                           that there is a discrepancy of more than 2.5 per cent
                           in the royalties paid from those payable under this
                           agreement in which event the Licensee shall reimburse
                           the Licensor's costs of the inspection.

         5.2      The Licensee shall submit to the Licensor within 30 days of
                  the end of each calendar quarter a written statement setting
                  out with respect to the operations of the Licensee during that
                  quarter sufficient data to enable accurate determination of
                  Royalties in accordance with clause 4.5.2.

<PAGE>

         5.3      The Licensor agrees to maintain confidential all financial
                  information received with respect to the Licensee's
                  operations.

6.       SUB-LICENSING

         6.1      The Licensee shall not be entitled to assign or sub-license
                  any of its rights or obligations under this agreement save
                  with the express written consent of the Licensor. In this
                  respect, the Licensor shall not unreasonably withhold consent
                  to a sub-licence being granted where a second source of
                  manufacture is required by a customer of the Licensee provided
                  that the Licensor is satisfied that any such sub-licensee is
                  technically qualified and of satisfactory financial standing
                  and that any such sub-licensing agreement to be entered into
                  shall be subject to the prior written approval of the
                  Licensor.

         6.2      Clause 6.1 above does not include sub-licences to Customers,
                  to whom an automatic sub-licence is granted under this
                  agreement to use the Products, including use of the Products
                  as a component part for the production of other Products.

7.       IMPROVEMENTS

         7.1      Licensor and Licensee agree that the know-how, trade secrets
                  or improvements incorporated into the Sealing Machines and/or
                  related to the use, operation and maintenance of the Sealing
                  Machines shall be licenced to Licensee in conjunction with the
                  lease of the Sealing Machines pursuant to the provisions of
                  the Machinery Lease Agreement.

         7.2      If the Licensee shall at any time develop or acquire rights in
                  any Licensee's Improvement during the term of this agreement
                  the Licensee shall to the extent that it is not prohibited by
                  law or by any undertaking given to any other person promptly
                  notify the Licensor in writing giving details of it and
                  provide to the Licensor such information or explanations as
                  the Licensor may reasonably require to be able effectively to
                  utilise the same. In any case where such Licensee's
                  Improvement is severable from and not dependent on the rights
                  licensed under this agreement or the Machinery Lease Agreement
                  (if such can be the case), the Licensee shall grant an
                  irrevocable non-exclusive royalty-free licence with right to
                  grant sub-licences under all rights protecting such
                  Improvement throughout the world to the Licensor with respect
                  to the manufacture use and sale of any article and otherwise
                  upon terms to be

<PAGE>


                  agreed between the parties PROVIDED THAT where the Licensee's
                  Improvement is not severable from the rights licensed under
                  this agreement or the Machinery Lease Agreement the Licensee
                  shall grant to the Licensor an irrevocable, worldwide,
                  exclusive royalty-free licence, with the right to sublicence,
                  under all rights protecting such Licensee's Improvement with
                  respect to the manufacture use and sale of any article.

8.       DEFENCE OF THE PATENT(S) AND INFRINGEMENTS

         8.1      The Licensee shall forthwith give notice in writing to the
                  Licensor of any infringement or suspected or threatened
                  infringement in the Sales Territory of any of the Patents
                  which shall at any time come to its knowledge. Subject to the
                  next following provisions of this clause the Licensee shall
                  take no actions against the suspected infringer (including
                  without limitation sending any cease and desist letters or
                  instituting any legal process against the suspected
                  infringer), pending written instructions from the Licensor.

         8.2      The Licensor shall decide in its absolute discretion whether
                  and what steps (if any) should be taken to prevent or
                  terminate such infringement misappropriation or misuse
                  including the institution of legal proceedings where necessary
                  and the Licensor shall notify the Licensee in writing of such
                  decision as soon as reasonably possible. When the Licensor
                  gives to the Licensee notice that it does not intend to take
                  action as contemplated above the Licensee may commence
                  proceedings at its own expense upon receiving prior written
                  consent from the Licensor. The Licensee may not settle or
                  compromise any such proceedings without the prior written
                  approval of the Licensor who may at any stage thereof reassume
                  control at its own expense.

         8.3      Subject to clause 8.2 above, the Licensor shall have sole
                  control over and shall conduct any such action(s) as it shall
                  deem necessary in pursuance of this clause at its own cost and
                  expense and shall be entitled to receive and retain all
                  amounts awarded or secured by way of settlement or damages
                  profits or otherwise in connection with such claims.

         8.4      The Licensee agrees, at the expense of the Licensor, to
                  provide reasonable assistance to the Licensor in trials, suits
                  and other actions against infringers of the Patent(s).

<PAGE>

         8.5      To the best of the Licensor's knowledge and belief the
                  exercise of the rights granted or to be granted to the
                  Licensee hereunder will not result in the infringement of
                  valid patents of third parties. Subject thereto the Licensor
                  gives no warranty in this respect and does not give the
                  Licensee any indemnity against costs, damages, expenses or
                  royalties arising out of proceedings brought against the
                  Licensee or any customer of the Licensee by any third party.
                  Should the Licensee be sued for infringement of any patent or
                  patents of the third party by reason of its operation of the
                  Process or manufacture use or sale of the Products the
                  Licensor shall on request assist the Licensee in its defence
                  to such action to the extent that in all the circumstances it
                  is reasonable to do so but shall otherwise be under no
                  obligations in respect thereof. All costs of any such action
                  shall be borne by the Licensee to whom shall belong all sums
                  that may be recovered from the third party.

         8.6      If at any time during this agreement the Licensee directly or
                  indirectly opposes or assists any third party to oppose the
                  grant of letters patent on any patent application within the
                  Patents or disputes or directly or indirectly assists any
                  third party to dispute the validity of any patent within the
                  Patents or any of the claims thereof the Licensor shall be
                  entitled immediately to terminate all or any of the licences
                  granted hereunder forthwith by written notice thereof to the
                  Licensee.

         8.7      Where Licensee has developed or acquired an Improvement, it
                  shall not publish the same or do anything that might prejudice
                  the validity of any patent that might subsequently be granted
                  on it until Licensor has had at least 15 working days from
                  disclosure in writing of all information relating to it to
                  consider whether patent or other protection should be applied
                  for. Licensee will on request notify Licensor whether it
                  intends to seek any relevant protection. If Licensee does not
                  wish to do so and if Licensor within the 15 working day period
                  notifies Licensee that it would like to seek patent or other
                  protection, then this obligation shall continue for such time
                  as may be reasonably required for Licensor to prepare and file
                  an application for patent or other protection.

         8.8      If, at any time in respect of an Improvement, the Licensee
                  elects not to pursue further an application for patent
                  protection either jointly or on its own behalf or to maintain
                  any such patent protection as it may have obtained the
                  Licensee shall notify the Licensor and shall if so requested
                  assign all rights it may have therein to the Licensor

<PAGE>

                  provided that the Licensee in these circumstances shall be
                  entitled to a full irrevocable licence under all relevant
                  rights with the right to sub-license.

9.       CONFIDENTIALITY

         9.1      The Licensee shall keep secret and confidential all or any
                  information relating to the Process, Products or Patent(s)
                  which is communicated to it by the Licensor under this
                  agreement and which contains trade secrets or consists of
                  information not publicly available or which is specifically
                  marked "Confidential" ("CONFIDENTIAL INFORMATION") and the
                  Licensee undertakes as follows:

                  9.1.1    to use all Confidential Information so disclosed
                           exclusively for the purpose of operating the Process
                           under the terms of this agreement;

                  9.1.2    disclosure by the Licensee within its organisation
                           shall be on a "need-to-know" basis and all
                           appropriate safeguards to protect confidentiality
                           shall be taken at all times. The Licensee shall be
                           responsible for the observance of secrecy on the part
                           of its management, employees, workmen, agents and
                           other persons connected with it in any way;

                  9.1.3    the Licensee shall procure that all its directors,
                           employees and sub-licensees (if any) pursuant to this
                           agreement who have access to any Confidential
                           Information are made aware of and subject to the
                           obligations set out in clause 9.1 and shall further
                           procure that all of such employees and sub-licensees
                           shall enter into written undertakings in favour of
                           the Licensor in a form acceptable to Licensor;

                  9.1.4    keep separate all Confidential Information and all
                           information generated by the Licensee based thereon
                           from all documents and other records of the Licensee;

                  9.1.5    keep all documents and any other material bearing or
                           incorporating any of the Confidential Information
                           only at the place where the manufacture of the
                           Products by the Licensee and every permitted
                           sub-licensee shall be carried on;

<PAGE>


                  9.1.6    make copies of the Confidential Information only to
                           the extent that the same is strictly required for the
                           purposes of the operation of this agreement;

                  9.1.7    on request of the Licensor made upon expiration or
                           termination of this Agreement shall deliver up to the
                           Licensor all documents and other material in the
                           possession, custody or control of the Licensee
                           (whether in hard copy, electronic or other format)
                           that bear or incorporate any part of the Confidential
                           Information.

         9.2      The foregoing restrictions on the Licensee shall not apply to
                  any Confidential Information which:

                  9.2.1    the Licensee can prove by documentary evidence
                           produced to the Licensor within 14 days of disclosure
                           that such Confidential Information was already in the
                           possession of the Licensee and at its free disposal
                           before the disclosure hereunder to the Licensee;

                  9.2.2    is hereafter disclosed to the Licensee without any
                           obligations of confidence by a third party who has
                           not derived it directly or indirectly from the
                           Licensor;

                  9.2.3    is or becomes generally available to the public in
                           printed publications in general circulation through
                           no act or default on the part of the Licensee or the
                           Licensee's agents or employees.

         9.3      Without prejudice to the generality of sub-clause 9.2.3
                  information shall not be deemed to be generally available to
                  the public by reason only that it is known to only a few of
                  those people to whom it might be of commercial interest and a
                  combination of two or more portions of the Confidential
                  Information shall not be deemed to be generally available to
                  the public by reason only of each separate portion being so
                  available.

         9.4      The Licensee agrees that it will upon the request of the
                  Licensor but at its own expense take such steps as the
                  Licensor may require to enforce any confidentiality
                  undertaking given by its directors, employees and
                  sub-licensees (if any) including but without prejudice to the
                  generality of the foregoing obligation the initiation and
                  prosecution of any legal proceedings and the enforcement of
                  any judgment obtained.

<PAGE>

                  All steps taken by the Licensee shall be taken as
                  expeditiously as possible and the Licensee agrees that in
                  respect of its obligation to enforce confidentiality
                  undertakings time shall be of the essence in complying with
                  the requirements of the Licensor.

         9.5      The provisions of this Clause 9 shall remain in force for so
                  long as any Confidential Information remain confidential
                  notwithstanding earlier termination of this agreement.

         9.6      It is specifically agreed that the terms of any
                  confidentiality agreement entered into between the parties
                  prior to this Agreement shall continue to apply and unless
                  agreed otherwise shall be incorporated in this Agreement and
                  shall take precedence over Clause 9.1 to 9.5 inclusive.

10.      DURATION

         This agreement shall come into force upon the Effective Date and shall
         continue in force unless earlier terminated in accordance with Clause
         11 until the expiry of the Non-Exclusive Term.

11.      TERMINATION

         11.1     The Licensor shall have the right to terminate this agreement
                  forthwith by notice in writing to the Licensee if:

                  11.1.1   the Licensee is in material breach of any of the
                           obligations on its part in this agreement provided
                           that if such breach is capable (in the opinion of the
                           Licensor) of remedy the Licensee fails to remedy such
                           breach within 30 days of a notice from the Licensor
                           requiring it so to do, such notice giving adequate
                           particulars of the alleged default and including
                           notification by the Licensor of its intention to
                           terminate this agreement under this clause; or

                  11.1.2   the Licensee shall cease or threaten to cease to
                           carry on business or make any composition with its
                           creditors or suffer the appointment of a receiver of
                           the whole or any part of its assets or undertaking or
                           if any petition shall be presented for an order or a
                           notice be issued convening a meeting of shareholders
                           to consider the passing of a resolution for or a
                           resolution shall

<PAGE>

                           be passed for its winding up other than for the
                           purposes of amalgamation or reconstruction or shall
                           sell, transfer or otherwise dispose of all or
                           substantially all of its undertaking and assets
                           involved in the performance of its obligations herein
                           contained; or

                  11.1.3   the Licensee shall be about to suffer any change of
                           control in which event the Licensee shall use it best
                           endeavours to give notice thereof to the Licensor; if
                           such change shall actually occur the Licensor shall
                           have the right any time within six months thereafter
                           to terminate this agreement by notice to the Licensee
                           or its successor. For the purposes of this
                           sub-clause, "control" means the ability to direct the
                           affairs of another, whether by contract, ownership or
                           shares or otherwise howsoever.

                  11.1.4   the Licensee shall have failed to make payment to the
                           Licensor of the amount due pursuant to clause 4;

                  11.1.5   the Licensee at any time challenges in the courts or
                           a relevant Patent Office the validity or necessity of
                           the Patent(s) (in which case, Licensor shall only
                           have the right to terminate the exclusivity of the
                           Licence granted herein and not this entire
                           Agreement);

                  11.1.6   if the Licensee at any time uses the Patent(s) in
                           relation to any products other than the Products;

                  11.1.7   if the Licensee is in breach of clause 3.1 by not
                           having worked the Process to the satisfaction of the
                           Licensor for a period of one year or more;

                  11.1.8   if the Licensee fails to achieve fifty percent (50%)
                           of the Target for each of three (3) successive years
                           and if Licensee fails to demonstrate to Licensor that
                           it has used its best endeavours to achieve the
                           Target;

                  11.1.9   if either the Exclusive Project Agreement or
                           Machinery Lease Agreement terminate for any reason.

12.      EFFECT OF TERMINATION

         Expiration or termination of this agreement for whatever reason shall
         be without prejudice to any express obligations in this agreement of a
         continuing nature and to any rights or

<PAGE>

         liabilities of the parties hereunder which have accrued at the date of
         termination or expiration, and in such event:

         12.1     the Licensee shall forthwith offer for sale to the Licensor
                  (or the Licensee's successor appointed by the Licensor) at a
                  fair market value the Products (whether complete or partly
                  constructed). The Licensor shall not be under any obligation
                  to purchase or any of the Products. The Licensor shall notify
                  its determination whether or not to purchase any of the above
                  within three months of the offer being made;

         12.2     notwithstanding the above, the Licensee will have the right to
                  do all that is necessary to complete the construction and sale
                  of the Products either in the process of construction or
                  completed and to complete deliveries upon contracts in force
                  at the date of termination provided that all those matters
                  referred to in this clause 12.2 are completed within three
                  months of the date of termination, and provided that Licensee
                  pays to Licensor all Royalties on such Products;

         12.3     the Licensee shall return all Confidential Information and
                  written materials whether in hard copy, electronic or other
                  format] relating to the Products, Process or Patents or
                  containing technical literature, instruction manuals,
                  advertising or marketing material or drawings, and any other
                  information and reports in its possession of control and all
                  materials supplied by the Licensor together with all copies,
                  reprints, reproductions and translations thereof (whether in
                  hard copy, electronic or other format); and

         12.4     termination of the agreement for any reason shall not bring to
                  an end:

                  12.4.1   the secrecy obligations on the parties under clause
                           9;

                  12.4.2   the Licensee's obligations to pay royalties or other
                           sums which have accrued due or will become due in
                           respect of sales under clause 4.

13.      MAINTENANCE OF PATENTS

         The Licensor shall during the term of this agreement pay all renewal
         fees and do all such acts and things as the Licensor may consider
         necessary to prosecute through to grant and maintain the Patent(s)
         being operated under in the Territory by the Licensee and shall produce
         to the

<PAGE>

         Licensee upon written request the receipt for such renewal fees within
         a reasonable period of being requested to do so.

14.      FORCE MAJEURE

         The Licensor shall not be liable to the Licensee nor be deemed to be in
         breach of this Agreement by reason of any delay in performing or any
         failure to perform any of Ceravision's obligations if the delay or
         failure was due to any cause beyond Ceravision's reasonable control
         provided, however, that the Licensor will immediately take appropriate
         action to mitigate the effect or the causes of any such delay, and upon
         cessation of any such delay, the Licensor will immediately recommence
         the performance of its obligations under this Agreement. Without
         prejudice to the generality of the foregoing, the following shall be
         regarded as causes beyond the Licensor's reasonable control:

         14.1     act of God, explosion, flood, tempest, fire or accident;

         14.2     war or threat of war, sabotage, insurrection, civil
                  disturbance or requisition;

         14.3     acts, restrictions, regulations, bye-laws, prohibitions or
                  measures of any kind on the part of any governmental,
                  parliamentary or local authority;

         14.4     import or export regulations or embargoes;

         14.5     Intellectual Property Rights of third parties;

         14.6     strike, lock-outs or other industrial actions or trade
                  disputes (whether involving employees of the Licensor or of a
                  third party);

         14.7     the death or incapacity of any of the key employees, directors
                  or consultants of the Licensor or any of its associates,
                  suppliers or consultants;

         14.8     difficulties which make obtaining raw materials, labour, fuel,
                  parts or machinery commercially unreasonable;

         14.9     power failure or breakdown in machinery.

<PAGE>

15.      ASSIGNMENT

         The Licensee shall not without the prior written consent of the
         Licensor assign, transfer, charge, encumber or deal in any other
         similar manner whether in whole or in part with this agreement or its
         rights under this agreement, which consent will not be unreasonably
         withheld if the proposed assignee agrees in writing to assume all of
         Licensee's obligations hereunder, except in the case where Licensor in
         good faith believes that the proposed assignee (i) is a direct or
         indirect competitor of Licensor or its affiliates, (ii) would not
         effectively exploit the Processes and maximize the production of
         Products pursuant to the provisions herein, or (iii) has been a
         defendant in any lawsuit or other proceeding involving intellectual
         property infringement, unfair competition, unfair trade practices,
         fraud or similar claims, where in all such cases Licensor shall have
         the right to withhold its consent in its sole discretion.

16.      SEVERABILITY

         If any provision of this Agreement is declared unlawful, void or
         unenforceable by any judicial or administrative authority, each and
         every other provision of this Agreement, or part thereof, shall
         nevertheless continue in full force and effect, and the unenforceable
         provision shall be changed or interpreted so as best to accomplish the
         objectives and intent of the parties expressed herein within the limits
         of applicable law.

17.      THIRD PARTY RIGHTS

         A person who is not a party to this agreement shall have no right under
         the Contracts (Rights of Third Parties) Act 1999 to enforce any term of
         this agreement. This clause does not affect any right or remedy of any
         person which exists or is available otherwise than pursuant to that
         Act.

18.      PARTNERSHIP

         Nothing in this agreement shall create a partnership or joint venture
         between the parties and except as expressly provided in this agreement
         neither party shall enter into or have authority to enter into any
         engagement or to make any representation or warranty on behalf of or to
         pledge the credit of or otherwise to bind or oblige the other party.

<PAGE>

19.      WAIVER AND RELEASE

         19.1     Each party may, in whole or in part, release, compound,
                  compromise, waive or postpone, in its absolute discretion, any
                  liability owed to it or right granted to it in the agreement
                  by any other party or parties without in any way prejudicing
                  or affecting its rights in respect of that or another
                  liability or right not so released, compounded, compromised,
                  waived or postponed.

         19.2     No single or partial exercise or failure or delay in
                  exercising any right, power or remedy by either party under
                  this agreement or the granting of time by either party shall
                  prejudice, affect or restrict the rights, powers and remedies
                  of that party under this agreement, nor shall any waiver by
                  either party of any breach of this agreement operate as a
                  waiver of or in relation to any subsequent or any continuing
                  breach of this agreement.

20.      ENTIRE AGREEMENT

         20.1     This agreement (including the schedules to it) sets out the
                  entire agreement and understanding between the parties
                  relating to its subject matter, and this agreement supersedes
                  and extinguishes any prior drafts, agreements, undertakings,
                  representations, warranties and any arrangements of any nature
                  whatsoever, whether or not in writing, relating thereto.
                  Schedules 1-4 are hereby fully incorporated herein. No party
                  has relied on any representation or promise except as
                  expressly set out or referred to in this agreement. Each party
                  unconditionally waives any rights it may have to:

                  20.1.1   claim damages against the other on the basis of any
                           statement made by the other (whether made carelessly
                           or not and whether or not set out or referred to in
                           this agreement) and/or for breach of warranty given
                           by the other (whether or not set out or referred to
                           in this agreement) unless such statement and/or
                           warranty was made or given fraudulently;

                  20.1.2   seek to rescind this agreement on the basis of any
                           statement made by the other (whether made carelessly
                           or not and whether or not set out or referred to in
                           this agreement) unless such statement was made
                           fraudulently.

<PAGE>

21.      NOTICES

         21.1     Any notice including a notice of termination or other document
                  to be given under this agreement shall be in writing in
                  English signed by or on behalf of the party giving it and
                  shall be given if left at or sent by pre-paid first class air
                  mail post, pre-paid recorded delivery, marked for the
                  attention of M J Shaheed for the Licensee and Tim Reynolds for
                  the Licensor to the address of the party receiving such notice
                  as set out at the head of this agreement or as notified in
                  writing between the parties for the purposes of this clause.

         21.2     Any such notice shall be deemed to have been given to and
                  received by the addressee:

                  21.2.1   at the time of delivery if delivered personally;

                  21.2.2   7 days after posting excluding a Sunday or public
                           holiday when it shall be the next following working
                           day;

         21.3     In proving the giving of a notice it shall be sufficient to
                  prove that the notice was properly addressed and posted, or
                  that the envelope containing the notice was properly addressed
                  and posted.

22.      LAW AND JURISDICTION

         22.1     This agreement shall be governed by and construed in
                  accordance with English law and each party agrees to submit to
                  the non-exclusive jurisdiction of the English courts and
                  process may be served on either of the parties in the manner
                  specified for notices in clause 21.

                  These submissions shall not affect the right of the Licensor
                  to take any legal action or proceedings to enforce this
                  agreement or arising out of or in connection with the
                  agreement, including obtaining interim relief ("PROCEEDINGS")
                  in any other jurisdiction nor shall the taking or Proceedings
                  in any jurisdiction preclude the Licensor from taking
                  proceedings in any other jurisdiction.

         22.2     The Licensee hereby irrevocably appoints Willoughby and
                  Partners of The Isis Building, Thames Quay, 193 Marsh Wall,
                  London E14 9SG as its agent for the service of process in
                  England so that such service may be validly effected on the


<PAGE>

                  Licensee by service on such agent at such address as if
                  he/they had been a party to such proceedings.

         22.3     This Agreement shall be modified or amended only by a writing
                  signed by both Licensor and Licensee.

SIGNED by M J SHAHEED duly authorised        )
for and on behalfof AUGRID OF NEVADA,        )
INC.                                         )



----------------------------------------
M. J. Shaheed, Chief Executive Officer


SIGNED by TIMOTHY O'DONOGHUE duly            )
authorised for and on ) behalf of CERAVISION )
LIMITED:                                     )



----------------------------------------
Timothy O'Donoghue, Director


                                   SCHEDULE 1

                                   DEFINITIONS

"ANODE AND CATHODE PATENTS" means the patent applications set out in Schedule 2
Part 2 relating to anodes and cathodes to be sealed together to form FED
displays, and patents granted on these patent applications. For the avoidance of
doubt, the Anode and Cathode Patents need not include all patents and patent
applications held in the Ceravision Group. The Licensor may add patents to the
Anode and Cathode Patents in its sole discretion.

"DISPLAY DRIVE AND CONTROL CIRCUIT PATENTS" means the patent applications set
out in Schedule 2, Part 3 relating to integrated circuits to be attached to the
substrate of the FED displays for their control and patents granted on these
patent applications. For the avoidance of doubt, the Display Drive and Control
Circuit Patents need not include all FED control patents and patent applications
held in the Ceravision Group. The Licensor may add patents to the Display Drive
and Control Circuit Patents in its sole discretion.

"EXCLUSIVE TERM" means the period of five years from the Effective Date.

<PAGE>

"FIELD OF USE" means FEDs for displaying GPS-derived information only or
DVD-derived information only or GPS and DVD derived information only for use in
automotive land vehicles, excluding military and racing vehicles.

"MANUFACTURING TERRITORY" means North America, that is to say USA, Canada and
Mexico.

"NON-EXCLUSIVE TERM" means ten years from the expiry of the Exclusive Term.

"PROCESSES" means the processes as set out below:

         (a)      Process I: manufacture (as claimed in the Sealing Patents) of
                  FED displays within definition of the Products by sealing
                  together of anodes and cathodes and

         (b)      Process II: manufacture of FED displays (as claimed in the
                  Anode and Cathode Patents) within the definition of the
                  Products by sealing together of Proprietary Anodes and
                  Cathodes and

         (c)      Process III: manufacture of FED displays (as claimed in the
                  Display Drive and Control Circuit Patents) within the
                  definition of the Products by assembly of Proprietary
                  Integrated Circuits and non-proprietary integrated circuits,
                  as appropriate in respect of the individual ones of these
                  patents, onto the cathodes of the displays after sealing.

"PRODUCTS" means a 6.5 inch diagonal measurement FED display within the Field of
Use incorporating Proprietary Components.

"SALES TERRITORY" means the World.

"SEALING MACHINES" means the machines which are specified in and perform the
process described in the Sealing Patents.

"SEALING PATENTS" means The patent applications set out in Schedule 2, Part 1
relating to FED sealing, [other scheduled patent applications relating to FED
sealing] and patents granted on these patent applications. For the avoidance of
doubt, the Sealing Patents need not include all FED sealing patents and patent
applications held in the Ceravision Group. The Licensor may add patents to the
Sealing Patents in its sole discretion.

<PAGE>

"TARGET" means the requirement to achieve sales of Products in each Agreement
Year of no less than the average sales of Products achieved in the immediately
preceding two Agreement Years (other than in the first 2 Agreement Years).

"THE TERM" means the period of 15 years comprising the Exclusive Term and the
Non-Exclusive Term.







<PAGE>


                                   SCHEDULE 2

                            PATENTS AND APPLICATIONS

                                     PART 1

                        National Phases of PCT/US98/20816

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
 NB FILE NO/REFERENCE                APPLICATION NO                           APPLICATION DATE
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                   <C>
401/II/PCT/CA                           TBA                                   1st October 1998
------------------------------------------------------------------------------------------------------------------
401/II/PCT/CN                           TBA                                   1st October 1998
------------------------------------------------------------------------------------------------------------------
401/II/PCT/EP                           98953244.5                            1st October 1998
------------------------------------------------------------------------------------------------------------------
401/II/PCT/JP                           TBA                                   1st October 1998
------------------------------------------------------------------------------------------------------------------
401/II/PCT/KR                           10-2000-7003512                       1st October 1998
------------------------------------------------------------------------------------------------------------------
401/II/PCT/MX                           003137                                1st October 1998
------------------------------------------------------------------------------------------------------------------
4-1/II/PCT/RU                           TBA                                   1st October 1998
------------------------------------------------------------------------------------------------------------------
401/II/PCT/UK                           0005619.2                             1 October 1998
------------------------------------------------------------------------------------------------------------------
401/II/PCTUSUS                          09/509,713                            1st October 1998
------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     PART 2

                        National Phases of PCT/US98/20813

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
    NB FILE NO/REFERENCE           APPLICATION NO                               APPLICATION DATE
------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                   <C>
1401/I/PCT/CA                           TBA                                   1st October 1998
------------------------------------------------------------------------------------------------------------------
1401/I/PCT/CN                           TBA                                   1 October 1998
------------------------------------------------------------------------------------------------------------------
1401/I/PCT/EP                           96949752.4                            1 October 1998
------------------------------------------------------------------------------------------------------------------
1401/I/PCT/JP                           TBA                                   1st October 1998
------------------------------------------------------------------------------------------------------------------
1401/I/PCT/KR                           10-2000-7003510                       1st October 1998
------------------------------------------------------------------------------------------------------------------
1401/I/PCT/MK                           003228                                1st October 1998
------------------------------------------------------------------------------------------------------------------
1401/I/PCT/RU                           TBA                                   1st October 1998
------------------------------------------------------------------------------------------------------------------
1401/I/PCT/UK                           0006000.4                             1st October 1998
------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>





<TABLE>

------------------------------------------------------------------------------------------------------------------

<S>                                     <C>                                   <C>
1401/I/PCT/USUS                         09/509,702                            1st October 1998
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                     PART 3

1.       A first patent application on FED drivers to be filed under Nigel
         Brooks CPA file reference 1797.

2.       A first patent application on Trade Mark to be filed under Nigel Brooks
         CPA file reference 1798.



<PAGE>


                                   SCHEDULE 3

                      TRADE MARKS AND REQUIREMENTS FOR USE

1. Common Law Trade Marks: CERAVISION and the Ceravision Device; and

2. Registered Trade Marks: CERAVISION and the Ceravision Device are REGISTERED
TRADE MARKS OF CERAVISION LIMITED registered under UK registrations 2,179,309
and 2,179,310 respectively.



<PAGE>


                                   SCHEDULE 4

                        CONSIDERATION INCLUDING ROYALTIES

                                     PART 1

First 500,000 Products produced in any Agreement Year         $9.68 per Product

Next 500,000 Products produced in any Agreement Year          $6.24 per Product

Next 1,000,000 Products produced in any Agreement Year        $4.88 per Product

Products above 2,000,000 produced in any Agreement Year $3.92 per Product

The royalty per product shall increase for each Agreement Year pro rata with the
Retail Prices Index in the United Kingdom, over the previous 12 months.



<PAGE>


                                     PART 2

                    MINIMUM CONSIDERATION INCLUDING ROYALTIES

Nil for the year beginning 1st July 2000;

$500,000 quarterly thereafter (i.e., beginning with the calendar quarter ending
on 30 September 2001).