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                                                                    Exhibit 10.6




                                 NANOTECHNOLOGY

                            COLLABORATION AGREEMENT


                                    Between


           Centro Ricerche Fiat  and  Nanoworld Projects Corporation
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                            COLLABORATION AGREEMENT

This Agreement is effective upon the day of execution, and is made between
C.R.F.  S.C.p.A., a Societa Consortile per Azioni domiciled in Torino, Italy
("CRF"), and Nano World Projects Corporation ("NWPC"), a corporation domiciled
in Delaware, United States of America.

WHEREAS, each of the Parties have ongoing research in the fields of
nanotechnology and electro-optics;

WHEREAS, each of the Parties have existing know-how and patents autonomously
developed in the field of nanotechnology;

WHEREAS, CRF has particular know-how and patents in nanotechnology with respect
to optics, electro-optics and photonics;

WHEREAS, NWPC has particular know-how and patents in nanotechnology with respect
to the deposition of mono and multi-layers of particles and molecules, known as
Dynamic Thin Laminar Flow ("DTLF") that is a modification of the Langmuir-
Blodgett methodology and that has been patented by a member of the management of
NWPC, Dr. Picard;

WHEREAS, NWPC and CRF desires to continue to develop their proprietary technique
independently of the applications mentioned in this agreement and maintain any
and all rights to enter into research, development and commercialization
projects with other partners and in other nanotechnology application areas,
whether in the automotive industry or otherwise;

WHEREAS, NWPC desires to further develop the DTLF technology and apply it to new
products and commercial applications, including without limitation, in the
automotive industry.

WHEREAS, NWPC desires to collaborate with CRF and benefit from CRF's expertise
and ability to conform and set-up specific methodologies and tools for the
industrialization of new products;

WHEREAS, NWPC desires to maintain exclusive rights to any and all patents and
other intellectual property resulting from such collaboration, related to the
DTLF method with certain exceptions granted to CRF as set forth in detail
herein;

WHEREAS, CRF desires to participate in such collaboration with NWPC on the terms
and conditions expressed herein;

NOW THEREFORE, the Parties, intending to be bound by the consideration of the
premises and mutual promises made here, which consideration is deemed by each of
the parties to be adequate and sufficient in all respects, hereby agree as
follows:

1.  PHASES OF COLLABORATION

    1.1.  The parties agree to collaborate on research and development of
          nanotechnology, particularly in the areas of optics, electro-optics,
          and photonics, on the terms and conditions set forth herein.

    1.2.  There shall be three (3) phases to the collaboration of the parties
          under this Agreement: the Experimentation Phase, the Application Phase
          and the Exploitation Phase.

    1.3.  The principal purpose of the Experimentation Phase is to guarantee the
          uniformity of DTLF physical and chemical parameters on the deposited
          molecular layers by setting up a suitable inspection technique (the
          "Experimentation").

    1.4.  The principal purpose of the Application Phase is to structure and
          implement a research and development program to develop nanotechnology
          applications.

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    1.5.  The principal purpose of the Exploitation Phase is to provide for
          cooperation with respect to continuing identification and exploitation
          of world-wide industrial needs for nanotechnology applications and to
          jointly respond to such needs with regard to mutually beneficial
          research, product development, product commercialization and
          education.

    1.6.  CRF will focus and concentrate its activities under this Agreement on
          the fields of optics, electro-optics and photonics. The scope of such
          activities will be oriented to both the automotive and non automotive
          markets.

2.  EXPERIMENTATION PHASE

    2.1.  CRF and NWPC agree that the Experimentation procedure during the
          Experimentation Phase shall initially be investigated only on rigid
          substrates.

    2.2.  During the experimentation, mono or multi-layers will be applied on
          rigid flat substrates addressing the development of novel electro-
          optics films, including, without limitation, (a) electrochromic films,
          (b) electroluminescent films, (c) antireflection films, (d)
          antiscratch films, and (e) variable refractive index films.

    2.3.  NWPC undertakes to assure the reasonable availability of its operating
          group in Canada for consultation with respect to scientific aspects of
          proper use of the DTLF methodology.

    2.4.  For purposes of the Experimentation Phase, NWPC will Provide to CRF
          support information reasonably necessary to properly execute the DTLF
          technique, including without limitation, instructions on the physical-
          chemical aspects at the base of the DTLF process.

    2.5.  For purposes of the Experimentation Phase, CRF shall utilize its
          expertise in system design, experimentation and validation, purchase
          of materials, and development of prototypes with industrial
          characteristics. In addition, CRF shall engage such of its personnel,
          laboratories, administrative premises and other instruments,
          materials, computer systems, physical sites, external consultants and
          additional resources to the extent deemed necessary by CRF to
          implement, conduct and conclude the Experimentation Phase within the
          time frame contemplated herein. CRF shall update the software required
          to control the DTLF equipment as reasonably necessary.

    2.6.  CRF shall (a) create a data base of Experimentation information, (b)
          record the procedures related to the Experimentation, (c) record
          observations made with respect to future uses of DTLF and issue a
          Experimentation Phase report compiling all of the foregoing
          information and any incidental or ancillary Nanotechnology related to
          the DTLF method obtained during the Experimentation Phase (the
          "Experimentation Phase Report").

    2.7.  The parties agree that the Experimentation shall commence upon signing
          the agreement. The first Report shall be completed by CRF and
          delivered to NWPC no later than six months from such commencement
          date.

    2.8.  CRF shall cover the cost of installation of the DTLF equipment in the
          CRF facilities, including delivery and transport insurance costs.

    2.9.  Upon payment of the first installment of the Experimentation Phase
          Invoice, NWPC shall be permitted to publicize the commencement of the
          collaboration with CRF on NWPC's web site and other information
          channels, provided that such disclosure is made in accordance with
          mutually agreed-upon contents. In addition, CRF hereby permits NWPC to
          disclose the existence of this Agreement as provided hereinafter.

   2.10.  During the period of the agreement, CRF shall permit representatives
          of NWPC to visit the CRF facilities as such time as NWPC shall deem
          reasonably necessary to monitor the progress of the work.

   2.11.  At the conclusion of the Agreement, CRF shall promptly return to NWPC
          the DTLF equipment unless otherwise mutually agreed among the parties.

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3. APPLICATION PHASE

   3.1.  During the Application Phase, the parties shall collaborate on
         identifying significant areas that could benefit from nanotechnology
         applications. The parties shall jointly structure a mutually beneficial
         research and development program to develop such nanotechnology
         applications.

   3.2.  [Insert additional provisions that are relevant to the Application
         phase are reported in exibit B].



4.  EXPLOITATION PHASE

    4.1. The parties will collaborate with respect to identification and
         exploitation of world-wide industrial needs for nanotechnology
         applications and to jointly respond to such needs with regard to
         mutually beneficial research, product development, product
         commercialization and education as provided herein (the "Exploitation
         Phase").

   4.2.  The Exploitation Phase shall include, without limitation, the following
         activities, subject to the terms and conditions provided in this
         Agreement:

         (i)  Continued joint nanotechnology research and product development,
              including experimentation of mono and multilayers on flexible
              substrates;

        (ii)  Exclusive for NWPC exploitation and commercialization of the
              Nanotechnology related to the DTLF method described in Exhibit;

       (iii)  Joint education, training and collaboration on publishable
              research;

        (iv)  Exchange of scientists;

         (v)  Execution of research topics of broad and specific industrial
              interest; and

        (vi)  Benchmarking in the field of advanced nanotechnologies;

5.  OWNERSHIP AND EXPLOITATION

    5.1. The Nanotechnology related to the DTLF method developed at CRF
         premises, according to this agreement, whether patentable or not, shall
         be the exclusive property of NWPC.

   5.2.  The foregoing shall not limit the parties with respect to activities
         outside of the three areas of optics, electro-optics, and photonics
         under this Agreement to develop proprietary techniques independently of
         the applications mentioned in this Agreement (if not based on DTLF
         technology) and each party expressly reserves the right to enter into
         research, development and commercialization projects with other
         partners, whether in the automotive industry or otherwise. Except as
         otherwise provided herein, this Agreement does not, and shall not be,
         construed to limit the rights of either party to develop, market, sell
         lease, service or manufacture competing products.

   5.3.  NWPC grants to CRF a non-exclusive , world wide license,to use the
         Nanotechnoloy related to DTLF method for product developing and
         experimentation in Vehicle Applications and industrial or general
         lighting..

     The exploitation, if decided by the customer, will be subject to the
     patents right, according 5.1, and related exclusive royalties for NWPC.
     However in no event may CRF transfer, assign disclose or sub-licence
     nanotechnology related to DTLF without written consent of NWPC.

   5.4.  The Parties agree to jointly participate in preparation of patent
applications of the Nanotechnology related the DTLF method.

   5.5.  The expense to patent and maintain the Nanotechnology related to the
         DTLF method rights under this Agreement shall be charged to NWPC.

   5.6.  Notwithstanding the property rights specified herein, each of the
         parties shall have right to access and

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         maintain copies of all Nanotechnology related to the DTLF method
         originated or derived under this Agreement, including without
         limitation, all applications, products and processes.


   5.7.  Unless otherwise agreed in writing, nothing herein shall be deemed to
         transfer any ownership of any technology, Confidential Information or
         intellectual property, or other things, tangible or intangible, created
         by a party, or acquired by a party from a third party, outside the
         scope or term of this Agreement.

6. COSTS AND EXPENSES

   6.1.  The costs and expenses incurred under this Agreement shall be borne by
         the parties as set forth on Exhibit A attached hereto.

7. REPRESENTATIONS AND WARRANTIES OF NWPC

   NWPC hereby represents and warrants to CRF as follows:

   7.1.  NWPC is a corporation duly organized, validly existing and in good
         standing under the laws of the State of Delaware. NWPC has the
         corporate power to own or lease its properties and assets and to carry
         on its business as now conducted.

   7.2.  NWPC has the right, power and authority to enter into this Agreement
         and to perform all of its obligations hereunder. This Agreement has
         been authorized by all necessary corporate action of, has been duly
         executed and delivered by, and constitutes the valid and binding
         obligation of, NWPC, enforceable in accordance with its terms.

   7.3.  The execution, delivery and performance of this Agreement will not
         result in a breach in the terms or conditions of, or constitute a
         default under, or violate, or conflict with, or require, as the case
         may be: (i) any provision of any law, regulation or ordinance, (ii) the
         Certificate of Incorporation or Bylaws of NWPC, (iii) any agreement,
         lease, mortgage or other instrument or undertaking, oral or written, to
         which NWPC is a party or by which it or any of its properties or assets
         is or may be bound or affected, (iv) any judgment, order, writ,
         injunction or decree of any Governmental Body, or (v) any action of or
         by, or filing with, any Governmental Body.

   7.4.  There is no pending or, to the knowledge of NWPC, threatened, legal,
         administrative, arbitration or other proceeding or governmental
         investigation which is likely to have a material adverse effect on NWPC
         or the performance by NWPC of this Agreement.

   7.5.  NWPC represents and warrants that it is in material compliance with all
         laws, ordinances and regulations under the jurisdiction of its
         organization and principal place of operations that are applicable to
         this Agreement and the performance of its obligations hereunder, and
         that the services and collaborative development work contemplated
         hereunder will not violate any such laws except where any violation
         would not result in a material adverse effect on the business of NWPC.

  7.6.   NWPC hereby represents and warrants that all its patents and patents
         application with regard to the Nanothechnology related to DTLF method
         do not infringe any rights of third party.



8. REPRESENTATIONS AND WARRANTIES OF CRF
   CRF hereby represents and warrants to NWPC as follows:

   8.1.  CRF is a Societa Consortile per Azioni duly organized, validly existing
         and in good standing under the laws of Italy. CRF has the corporate
         power to own or lease its properties and assets and to carry on its
         business as now conducted .

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   8.2.  CRF has the right, power and authority to enter into this Agreement and
         to perform all of its obligations hereunder. This Agreement has been
         authorized by all necessary corporate action of, has been duly executed
         and delivered by, and constitutes the valid and binding obligation of,
         CRF, enforceable in accordance with its terms.

   8.3.  The execution, delivery and performance of this Agreement will not
         result in a breach in the terms or conditions of, or constitute a
         default under, or violate, or conflict with, or require, as the case
         may be: (i) any provision of any law, regulation or ordinance, (ii) the
         charter organizational and governance documents of CRF, (iii) any
         agreement, lease, mortgage or other instrument or undertaking, oral or
         written, to which CRF is a party or by which it or any of its
         properties or assets is or may be bound or affected, (iv) any judgment,
         order, writ, injunction or decree of any Governmental Body, or (v) any
         action of or by, or filing with, any Governmental Body.

   8.4.  There is no pending or, to the knowledge of CRF, threatened, legal,
         administrative, arbitration or other proceeding or governmental
         investigation which is likely to have a material adverse effect on CRF
         or the performance by CRF of this Agreement.

   8.5.  CRF represents and warrants that it is in material compliance with all
         laws, ordinances and regulations under the jurisdiction of its
         organization and principal place of operations that are applicable to
         this Agreement and the performance of its obligations hereunder, and
         that the services and collaborative development work contemplated
         hereunder will not violate any such laws except where any violation
         would not result in a material adverse effect on the business of CRF.

9. MANAGEMENT OF THE COLLABORATION AND UNDERTAKINGS

   9.1.  Within thirty (30) days following the date of execution of this
         Agreement, the parties shall each appoint one representative to a joint
         committee to monitor implementation of this Agreement (the
         "Committee"). However NWPC shall have the right to appoint an
         additional representative to the joint committee. The Committee shall
         develop a program schedule which shall be carried out and implemented
         by each of the parties, consistent with the policies and procedures
         applicable to each party's facilities and employees. The parties agree
         to conduct regular program reviews as shown on such program schedule to
         ensure their mutual satisfaction with the performance of the
         development work.

   9.2.  The Committee shall set delivery of the specific responsibilities and
         obligations of the parties in accordance with the mandates of this
         Agreement. The Committee shall meet at least once per month and at any
         other mutually agreeable time when requested by the other party. The
         parties undertake to exercise reasonable efforts to meet with the other
         party following any request for a meeting by the other party at such
         reasonable place and time as soon as reasonably possible, not to be
         later than 14 days from the other party's date of request for such
         meeting.

   9.3.  NWPC will invite a representative of CRF to attend meetings of the NWPC
         technical committees and to at least one Board of Directors meeting (or
         portion thereof) during each six month period at which NWPC plans and
         policies will be discussed that are relevant to this Agreement and/or
         the activities contemplated herein.

   9.4.  CRF will invite a representative of NWPC to attend meetings of the CRF
         technical committees concerned with nanotechnology, and to at least one
         Board of Directors meeting (or portion thereof) during each six month
         period at which CRF plans and policies will be discussed that are
         relevant to this Agreement and/or the activities contemplated herein.

   9.5.  Each party undertakes to use all reasonable efforts to perform its
         obligations hereunder in a timely manner and to promptly provide to the
         other party any and all Nanotechnology related to the DTLF method
         developed hereunder, and such other data, information and/or other
         results generated from the activities contemplated hereunder. In
         addition to the foregoing, CRF shall deliver to NWPC one complete
         summary of any and all Nanotechnology related to the DTLF method
         developed pursuant to this Agreement during each six month period of
         the term of this Agreement. The foregoing report shall be subject to
         the provisions herein regarding Confidential Information.

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   9.6.   In supplying any information or material to other party, each party
          undertakes to use all reasonable efforts to ensure accuracy and in the
          event of discovery of any error, to promptly notify the other party.

   9.7.   In the event that the parties exchange personnel, such exchange shall
          only occur under a separate written agreement executed by each party.
          The parties agree to instruct any such personnel to observe, during
          their respective stay at the laboratories and offices of another
          party, the laws of the country of said other party and the rules and
          regulations applicable at the site of such other party's laboratories
          and offices.

   9.8.   CRF is engaged in national and European projects within the area of
          nanomaterials for optics and photonics. CRF, with two other partners
          (CNR and a SME), have submitted a national proposal which is under
          consideration. CRF has acted in the capacity of project coordinator
          and principal proposer. CRF will make all reasonable efforts to
          propose NWPC as a partner in any new proposal submitted in forthcoming
          European or national calls, being understood that CRF will not be
          liable for any third parities conditions requested to NWPC to
          participate to the above projects.

10. REGULATORY COMPLIANCE

    10.1. The parties shall not utilize the Nanotechnology related to the DTLF
          method in a particular jurisdiction unless and until all regulatory
          approvals, licenses and permits required by such jurisdiction or any
          court of competent jurisdiction, governmental body or regulatory
          agency (a "Governmental Body"), if any, have been obtained. The
          parties, at their respective sole cost and expense, shall prepare and
          submit any and all appropriate applications, data and other
          information required by the jurisdiction of domicile or Governmental
          Body with authority applicable to the respective party's place of
          operations, to obtain any and all regulatory approvals, licenses and
          permits in such jurisdictions.

    10.2. In the event that any Governmental Body restricts or prohibits the
          marketing, distribution, provision or licensing of the Nanotechnology
          related to the DTLF method, the rights hereunder shall be subject to
          and limited by any such restriction or prohibition without liability
          to the other party of any type or nature except as expressly provided
          herein to the contrary.

11. LIMITATIONS OF LIABILITY.

    11.1. Except as otherwise provided herein, neither party makes any
          representations or warranties to the other party, nor to any third
          party, with respect to the Nanotechnology related to the DTLF method,
          express or implied, including, but not limited to, implied warranties
          of merchantability and fitness for a particular purpose or that the
          Nanotechnology related to the DTLF method or derivative applications
          as developed and designed will met any requirements of or will perform
          error free or in conformance with the needs or requirements of either
          party or any customer, partner, or third party affiliated or related
          to the other party, by contract or otherwise.

   11.2.  CRF undertakes to use its best efforts to add NWPC as a co-insured
          party on CRF's insurance policies with respect to casualty and
          liability insurance coverage, only with regard the experimental phase.

   11.3.  Neither party shall have liability to the other party with respect any
          and all indirect, special, incidental, consequential, punitive or
          exemplary damages, whether in contract, in tort or otherwise,
          including, but not limited to, loss of use, revenue or profit,
          irrespective of whether such party has been advised of the possibility
          of such damages, provided, however, that nothing herein shall be
          construed to limit injunctive relief as may be ordered by any court or
          arbitrator.

12. CONFIDENTIALITY AND INTELLECTUAL PROPERTY PROTECTION

   12.1.  During the term of the Agreement without the prior written consent of
          the other party (which shall not be unreasonably withheld) neither
          party shall (a) make any news release, public announcement, denial or
          confirmation of the nanotechnology subject matter underlying this
          Agreement and matters related to the parties' collaboration on
          nanotechnology, or (b) advertise or publish any facts relating to the
          foregoing. Each party agrees to promptly respond to requests for
          approval of disclosure from the other party with respect to the
          foregoing, and approval with respect to the foregoing shall be deemed
          to have been given by the other party if such written consent, or
          reason for denial thereof, is not received by the requesting party
          within 5 business days of each such request.

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   12.2.  Each of the parties acknowledge that during the term of this Agreement
          and thereafter, one party may have in its possession or have access to
          Confidential Information. NWPC agrees to keep confidential all such
          Confidential Information of CRF which it had developed outside of the
          Agreement, including without limitation, the terms and conditions of
          this Agreement and other Confidential Information concerning the
          business of the other party, however obtained, and shall not reveal or
          disclose the same to any person or entity without the prior written
          consent of the other party; provided, however, that either party may
          disclose such information pursuant to a subpoena, order, statute, rule
          or other legal requirement promulgated or imposed by a court or by a
          judicial, regulatory or legislative body or agency in which such party
          is involved; and provided, further, that either party may disclose the
          terms of this Agreement and such Confidential Information to the
          extent its counsel determines in good faith that such disclosure is
          necessary to comply with applicable laws or as reasonably necessary to
          enforce this Agreement. In the event that either party discloses such
          Confidential Information in accordance with the previous sentence,
          such party shall notify the other party.

   12.3.  Each of the parties acknowledge that during the term of this Agreement
          and thereafter, one party may have in its possession or have access to
          Confidential Information. CRF agrees to keep confidential all such
          Confidential Information of NWPC or learned during the term of the
          Agreement, including without limitation, the terms and conditions of
          this Agreement and other Confidential Information concerning the
          business of the other party, however obtained, and shall not reveal or
          disclose the same to any person or entity without the prior written
          consent of the other party; provided, however, that either party may
          disclose such information pursuant to a subpoena, order, statute, rule
          or other legal requirement promulgated or imposed by a court or by a
          judicial, regulatory or legislative body or agency in which such party
          is involved; and provided, further, that either party may disclose the
          terms of this Agreement and such Confidential Information to the
          extent its counsel determines in good faith that such disclosure is
          necessary to comply with applicable laws or as reasonably necessary to
          enforce this Agreement. In the event that either party discloses such
          Confidential Information in accordance with the previous sentence,
          such party shall notify the other party.


   12.4.  Except as specifically provided herein, CRF shall not permit any third
          party to, (a) modify or alter, create or attempt to create, by reverse
          engineering or otherwise, translate or decompile, translate or
          transfer, or otherwise attempt to make unauthorized copies of the
          software, hardware, algorithms or source code used in connection with
          the Nanotechnology related to the DTLF method or any part thereof, (b)
          make unauthorized use of or adapt the Nanotechnology related to the
          DTLF method or any part thereof in any way, including using or
          adapting the Nanotechnology related to the DTLF method or any part
          thereof outside of the scope of this Agreement, (c) use the
          Nanotechnology related to the DTLF method or any part thereof to
          create a derivative work outside of the scope of this Agreement or (d)
          rent, lease or otherwise provide temporary access to the
          Nanotechnology related to the DTLF method or any part thereof to any
          third party that could facilitate any of the foregoing. All
          modifications, improvements, developments, refinements and
          enhancements to the Nanotechnology related to the DTLF method shall
          become a part of, and subject to, inclusion in the definition of
          Nanotechnology related to the DTLF method under this Agreement.

   12.5.  The parties shall at all times undertake best efforts, and shall cause
          their respective personnel and affiliates to use their respective best
          efforts, to control, secure, maintain and protect the Nanotechnology
          related to the DTLF method and all Confidential Information. Upon one
          party's reasonable request, the other party shall, assist in securing,
          maintaining and enforcing the Nanotechnology related to the DTLF
          method rights, including, but not limited to, undertaking any and all
          necessary and reasonably appropriate actions.

   12.6.  NWPC shall have the right in its sole discretion to select and include
          any trademark or trade name to identify Nanotechnology related to the
          DTLF method, provided, however, NWPC shall consult with CRF prior to
          any such selection or implementation of identification.

   12.7.  CRF and NWPC shall promptly notify each other any alleged infringement
          of any Nanotechnology related to the DTLF method. Upon reasonable
          notice of any infringement, NWPC shall have the right, but not the
          obligation, to bring any suit or action for infringement of its
          Intellectual Property at its own expense. CRF shall, if requested by
          NWPC, actively assist in the prosecution of such action at NWPC costs.

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13. INDEMNIFICATION.

    13.1. Indemnification. CRF or NWPC, as the case may be (the "Indemnifying
          Party"), shall, at its sole cost and expense, indemnify and hold the
          other party and their respective directors, officers, employees,
          agents, representatives and affiliates (each, an "Indemnified Party")
          harmless with respect to any liabilities, damages, loses, costs and
          expenses, including reasonable attorney's fees (any or all of the
          foregoing being hereinafter referred to as a "Loss"), insofar as such
          Loss arises out of or is based upon (i) a misrepresentation or breach
          (or alleged misrepresentation or breach) by the Indemnifying Party of
          its warranties, covenants and agreements contained herein or (ii) a
          claim that the Nanotechnology related to the DTLF method as used by
          the Indemnifying Party within the scope of this Agreement, infringes
          or violates any proprietary rights of any third party.

    13.2. Notice of claim; defense. No claim for indemnification hereunder shall
          be valid unless notice of the matter which may give rise to such claim
          is promptly provided to the Indemnifying Party in writing. The
          Indemnifying Party shall have the exclusive right to defend against
          any claim and control such defense. The Indemnified Party shall
          promptly and fully cooperate with the Indemnifying Party in defending
          against such claim. In no event shall the Indemnified Party settle any
          such claim, lawsuit or proceeding without the Indemnifying Party's
          prior written approval.

14. RECORDS AND MONITORING.

    14.1. If requested in writing by NWPC (the "Requesting Party"), CRF shall
          permit the Requesting Party to have reasonable access to any and all
          information, data, documentation (including without limitation,
          related to scientific investigation or commercial exploitation) and
          all other records relevant to the Nanotechnology related to the DTLF
          method ("Nanotechnology Records"), at such other party's place of
          business during customary business hours, or at the sole determination
          of the party providing such access, to deliver electronically or by
          commercial courier to the other party. Each party agrees to keep and
          make available to the other party all Nanotechnology Records during
          the term of the respective property rights reserved to each party
          under this Agreement.

    14.2. The NWPC (the "Requesting Party") may, in its sole discretion,
          delegate review of the Nanotechnology Records of CRF to such persons,
          consultants, auditors or otherwise as the Requesting Party deems
          qualified to review such records on the Requesting Party's behalf,
          provided, however, that the Requesting Party shall deliver executed
          undertakings of confidentiality to the other party with respect to any
          and all Nanotechnology Records and any other records to which such
          third party shall have access during the course of its review. CRF
          shall permit the Requesting Party to make and retain a reasonable
          number of copies, in any reasonable media, digital or otherwise, of
          any and all of the Nanotechnology Records.

15. DISPUTE RESOLUTION

    15.1. The parties shall attempt in good faith to resolve any dispute arising
          out of or relating to this Agreement promptly by negotiations, as
          follows. Any party may give the other party written notice of any
          dispute not resolved in the normal course of business. Executives of
          both parties at levels one step above the project personnel who have
          previously been involved in the dispute shall meet at a mutually
          acceptable time and place within 10 days after delivery of such
          notice, and thereafter as often as they reasonably deem necessary, to
          exchange relevant information and to attempt to resolve the dispute.
          All negotiations pursuant to this clause are confidential and shall be
          treated as compromise and settlement negotiations and may not be
          submitted as an admission or evidence in any adversarial proceeding or
          arbitration. The parties, may, but shall not be obligated, to delegate
          resolution of any dispute to a mutually agreed upon third party, such
          as a lawyer or accountant, who may be empowered by the parties to
          resolve such dispute. Each party shall bear its own expenses.

    15.2. If the parties are unable to resolve the dispute by negotiations as
          set forth above and at least 60 days have elapsed since notice was
          given, such dispute shall be settled by arbitration as provided below,
          or by mutual agreement modify or provide for other dispute resolution
          procedures.

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    15.3. All disputes which the parties are unable to resolve among themselves
          arising out of or in connection with this Agreement shall be finally
          settled under the Rules of Arbitration of the International Chamber of
          Commerce by three (3) arbitrators appointed in accordance with said
          Rules, provided that each of such arbitrators shall have no less than
          ten (10) years experience as practicing attorneys in international
          commercial law and who have some knowledge of nanotechnology. Prior to
          submitting any controversy for arbitration, the submitting party shall
          provide not less than ten (10) business days' notice to the other
          party of its intention to seek arbitration. The parties shall each
          propose one arbitrator and the two such arbitrators shall select the
          third arbitrator. Either party may disqualify the third proposed
          arbitrator prior to the commencement of the arbitration if actual or
          potential conflict of independence or conflict of interest can be
          reasonably demonstrated. If the parties are unable to agree upon a
          panel of arbitrators within 120 days of the commencement of notice of
          arbitration, than the International Chamber of Commerce is
          specifically empowered to appoint three (3) neutral arbitrators having
          such qualifications as provided above as to whom the parties shall
          have no rights of veto or disqualification.

    15.4. The place of arbitration shall be London, U.K. The arbitration shall
          be conducted on a confidential basis and conducted in the English
          language. If any controversy involves or requires the application of
          substantive law, this Agreement shall be interpreted in accordance
          with the laws of the U.K., provided, however, that the interpretation
          and enforceability of this agreement shall be governed by and
          construed in accord with the international conventions of arbitration
          to which the United States, Italy and England are adherents, as such
          conventions are in effect as of the date of arbitration.

    15.5. The parties to the dispute shall be limited to taking no more than ten
          (10) depositions each. The length of each deposition shall be limited
          to one (1) day. One initial set and one followup set of
          interrogatories shall be permitted and must be responded to by the
          opposing party within a reasonable period of time not to exceed thirty
          (30) days. The arbitration shall be completed within six (6) months
          from the date of empanelment of the entire arbitration panel. The
          results of such arbitration shall be determined by majority vote of
          the arbitration panel.

    15.6. Each party shall bear its own expenses with respect to such
          arbitration and the costs of such arbitration under the aegis of the
          International Chamber of Commerce, including without limitation
          customary compensation for the arbitrators, that shall be borne
          equally by the parties, provided, however, that the arbitrators are
          specifically empowered, at their sole discretion, to award to the
          prevailing party (i) reimbursement for reasonable expenses incurred by
          the prevailing party with respect to such arbitration, and (ii) the
          allocated portion of the cost of such arbitration otherwise to be paid
          by the prevailing party.

    15.7. The judgment upon the award rendered by the arbitrators may be entered
          and enforced in any court of competent jurisdiction. Neither party
          shall be precluded hereby from seeking provisional remedies in the
          courts of any jurisdiction including, but not limited to, temporary
          restraining orders and preliminary injunctions, to protect its rights
          and interest, but such shall not be sought as a means to avoid or stay
          arbitration. The arbitrators are not empowered to award any
          consequential, incidental, punitive, or exemplary damages nor are they
          empowered to reallocate the ownership and property interests in the
          Nanotechnology related to the DTLF method as specified herein. The
          parties acknowledge that they have voluntarily agreed to arbitrate
          their disputes in accordance with the foregoing and each party hereby
          irrevocably waives any damages in excess of compensatory damages,
          except for costs and expenses as provided above.

16. TERM

    16.1. This Agreement shall be effective upon the day of execution and shall
          have an initial term of three (3) years. Upon the expiration of such
          term (or any renewal term), this Agreement shall be automatically
          renewed for additional one (1) year periods provided that notice of
          termination is not given by one of the parties (6) six months prior to
          the expiration of the term then in effect (the initial term and any
          renewal term shall be referred to as the "Term"). At the renewal of
          any Term, the parties may by mutual consent modify terms and
          conditions for the subsequent Term.

    16.2. The non-defaulting party may terminate this Agreement immediately upon
          written notice to the other party if the other party becomes
          insolvent, seeks protection under any bankruptcy, trust deed,
          creditors arrangement, composition or comparable proceeding,
          proceedings in bankruptcy or insolvency are instituted against the
          other party, or a receiver is appointed, or if any substantial part of
          the

                                       10
<PAGE>

          other party's assets is the object of attachment, sequestration or
          other type of comparable proceeding and such other party is not
          defending such action in good faith in a bona fide manner.

    16.3. Either party may terminate this Agreement immediately upon written
          notice if the other party commits a breach of any of the terms or
          provisions of this Agreement and does not cure such breach within
          sixty (60) days after receipt of written notice given by the other
          party,

    16.4. Upon termination of this Agreement by expiration of the Term or
          otherwise, all further rights and obligations of the parties shall
          cease, except that the parties shall not be relieved of any respective
          obligations under Sections 5, 11, 12, 13, 14, 15, 16 and 18 which
          shall survive the termination of this Agreement.

    16.5. Without limiting any and all other remedies of the parties provided
          for herein, in the event of the termination of this Agreement or a
          breach by a party of its respective obligations set forth herein, each
          party shall promptly return, at its sole expense, any and all
          equipment, instruments, Nanotechnology related to the DTLF method,
          Confidential Information and other property belonging to the other
          party.

17. CERTAIN DEFINITIONS

    17.1. "Vehicles Applications" shall mean: single parts, components,
          materials, sub-systems and complete systems, than can find use in
          vehicles such as Cars, Heavy and light weight trucks , buses , beased
          on nanotechnologies resulting from the collaboration.

   17.2.  "Nanotechnology related to the DTLF method" shall mean all current and
          future worldwide patents and patent rights, copyrights, trademarks,
          trade names, trade secrets, know-how, utility models and other
          intellectual property rights (including without limitation, all
          applications and registrations with respect thereto) related to the
          DTLF equipment under this Agreement.


   17.3.  "Confidential Information" shall mean all proprietary and confidential
          information and, by way of example and without limitation, all matters
          of a technical nature, such as scientific, trade and engineering
          secrets, "know-how," formulas, secret processes, drawings, works of
          authorship, machines, inventions, computer programs (including
          documentation of such programs), services, materials, patent
          applications, product or marketing plans, other plans, technical
          information, technical improvements, manufacturing techniques,
          specifications, ideas, manufacturing and test data, progress reports
          and research projects, and matters of a business nature, such as
          business plans, prospects, financial information, information about
          costs, profits, markets or sales, lists of customers, accounts and
          suppliers, procurement and promotional information, credit and
          financial data, plans for future development, information relating to
          management, operation and planning, the terms and provisions of
          contracts, agreements, letters of intent, personnel information, and
          all other information of a similar nature to the extent not available
          to the public, of or relating to such party or its subsidiaries and
          affiliates and their respective businesses, customers, suppliers and
          accounts (collectively, "Confidential Information").

18. MISCELLANEOUS

    18.1. FURTHER ASSURANCES. At any time or from time to time during the term
          of this Agreement, each of the parties hereto shall execute and
          deliver to the other party such additional documents, written
          instruments, materials and information and take such other actions as
          such other party may reasonably request to effectively obtain the
          benefits of the terms and conditions made under this Agreement, and to
          otherwise cause each of the parties hereto to fulfill their other
          obligations under this Agreement and the activities contemplated
          hereunder.

    18.2. EXPORT CONTROL. CRF acknowledges that NWPC is subject to, and must
          comply with, all applicable laws and regulations, including without
          limitation the laws of the United States of America, respecting the
          export, directly or indirectly, of any Nanotechnology related to the
          DTLF method, Confidential Information

                                       11
<PAGE>

          or any technical data acquired from the other under this Agreement or
          any software utilizing any such data, and NWPC must adhere to the laws
          or regulations of which at any time of export, require an export
          license or other government approval including but not limited to
          first obtaining such license or approval.

    18.3. ETHICAL STANDARDS. The parties acknowledge that they are both subject
          to, and must comply with, certain ethical standards requiring that it
          shall not, and shall cause its employees, consultants, vendors and
          affiliates not, to: (1) give or offer to give any gift or benefit to
          any employees of the other party, (2) solicit or accept any
          information, data, services, equipment, or commitment from an employee
          of the other party unless same is (i) required under a contract, or
          (ii) made pursuant to a written disclosure Agreement between the
          parties, or (iii) specifically authorized in writing by such party's
          management, (3) solicit or accept favoritism from any employee of the
          other party, and (4) enter into any outside business relationship with
          an employee of the other party without full disclosure to, and prior
          approval of, the appropriate management of such employee. As used
          herein: "employee" includes employees, consultants, and members of
          management, as well as members of such person's immediate family and
          household, plus any other person who is attempting to benefit from his
          or her relationship to such person. "Gift or benefit" includes money,
          goods, services, discounts, favors and the like in any form, but
          excludes low value items such as pens, pencils, and calendars.

    18.4. INDEPENDENT PARTIES. It is the intent of the parties that during the
          term of this Agreement, the parties shall be independent contractors
          with respect to each other, and nothing set forth herein shall be
          deemed or construed to render the parties joint ventures, partners or
          employer and employee. Neither party is authorized to make any
          commitment or representation on the other's behalf. During the term of
          this Agreement, if the term "partnership", "partner" or "development
          partner" or the like is used to describe the parties' relationship,
          the parties agree to make it clear to third parties that these terms
          refer only to the spirit of cooperation between them and neither
          describe, nor expressly or implied create, the legal status of
          partners or joint ventures. Except as otherwise specifically provided
          herein, the parties shall bear their own costs and expenses in
          connection with execution and performance of this Agreement.

    18.5. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
          inure to the benefit of the parties hereto, and their respective
          representatives, successors and permitted assigns. Distributor shall
          not assign, transfer or otherwise dispose of this Agreement in whole
          or in part to any individual, corporation or other entity without the
          prior written consent of the other party, which consent shall not be
          unreasonably withheld, including to any entity in which it has merged
          or which has otherwise succeeded to all or substantially all of such
          party's business and assets to which this Agreement pertains and which
          has assumed in writing or by operation of law its obligations under
          this Agreement. Any attempted assignment in violation of this
          provision will be void. Notwithstanding the other provisions of this
          section, in the event that either party is merged with or consolidated
          into any other entity, or in the event that substantially all of the
          assets of either party are sold or otherwise transferred to any other
          entity, the provisions of this agreement will be binding upon, and
          inure to the benefit of, such other entity.

    18.6. THIRD PARTY BENEFICIARIES. Except as specifically provided for herein,
          the terms and provisions of this Agreement are intended solely for the
          benefit of each party hereto and their respective successors and
          assigns, and it is not the intention of the parties to confer third-
          party beneficiary rights, and this Agreement does not confer any such
          rights, upon any other Person other than any Person entitled to
          indemnity hereunder.

    18.7. WAIVERS AND AMENDMENTS. Failure or delay of either party to exercise
          any right or remedy under this Agreement or to require strict
          performance by the other party of any provision of this Agreement
          shall not be construed to be a waiver of any such right or remedy or
          any other right or remedy hereunder. All of the rights of either party
          under this Agreement shall be cumulative and may be exercised
          separately or concurrently. This Agreement may be amended,
          supplemented or modified only by a written instrument duly executed by
          or on behalf of each party hereto.

    18.8. FORCE MAJEUR. If the performance of any obligation (other than payment
          and confidentiality obligations) under this Agreement is prevented,
          restricted or interfered with by reason of war, revolution, civil
          commotion, acts of public enemies, blockade, embargo, strikes, outage
          of the Internet, law, order, proclamation, regulation, ordinance,
          demand, or requirement having a legal effect of any government or any
          judicial authority or representative of any such government, or any
          other act whatsoever, whether similar or dissimilar to those referred
          to in this Section, which is beyond the reasonable control of the
          party affected,

                                       12
<PAGE>

           then the party so affected shall, upon giving prior written notice to
           the other party, be excused from such performance to the extent of
           such prevention, restriction, or interference, provided that the
           party so affected shall use reasonable commercial efforts to avoid or
           remove such causes of nonperformance, and shall continue performance
           hereunder with reasonable dispatch whenever such causes are removed.

    18.9.  REMEDIES CUMULATIVE. Except as otherwise set forth herein, any rights
           of cancellation or termination, or remedies prescribed in this
           Agreement are cumulative and are not intended to be exclusive of any
           other remedy of which the injured party may be entitled to herein or
           at law or in equity, including but not limited to the remedy of
           specific performance.

    18.10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
           the parties as to the subject matter hereof and supersedes any and
           all prior oral or written understandings and agreements as to such
           subject matter, including any preprinted terms and conditions
           contained in any purchase orders, invoices and acknowledgments issued
           hereunder. Each and every exhibit or addendum referred to herein and
           attached hereto is hereby incorporated by reference as if set forth
           herein in full.

    18.11. SEVERABILITY. If any provision of this Agreement or the application
           thereof to any party or circumstances shall be declared void, illegal
           or unenforceable, the remainder of this Agreement shall be valid and
           enforceable to the extent permitted by applicable law. In such event,
           the parties shall use their best efforts to replace the invalid or
           unenforceable provisions by a provision that, to the extent permitted
           by the applicable law, achieves the purposes intended under the
           invalid or unenforceable provision. Any deviation by either party
           from the terms and provisions of this Agreement to the limited extent
           necessary to comply with applicable laws, rules or regulations shall
           not be considered a breach of this Agreement.

    18.12. SECTION HEADINGS AND CONSTRUCTION. The headings used in this
           Agreement have been inserted for convenience of reference only and do
           not define or limit the provisions hereof. The parties hereto agree
           that this Agreement is the product of negotiation between
           sophisticated parties and individuals, all of whom were represented
           by counsel, and each of whom had an opportunity to participate in and
           did participate in, the drafting of each provision hereof.
           Accordingly, ambiguities in this Agreement, if any, shall not be
           construed strictly or in favor of or against any party hereto but
           rather shall be given a fair and reasonable construction without
           regard to the rule of contra proferentum.
                                 ------ -----------

                                       13
<PAGE>

    18.13. NOTICES. All notices and other communications in connection with this
           Agreement shall be in writing and shall be sent to the respective
           parties at addresses set forth below or to such other addresses as
           may be designated by the parties in writing from time to time in
           accordance with the conditions herein, by registered or certified air
           mail, postage prepaid, or by express courier service, service fee
           prepaid, or by telefax with a hard copy to follow via air mail or
           express courier service. All notices shall be deemed received (i) if
           given by hand, immediately, (ii) if given by air mail, five (5)
           business days after posting, (iii) if given by express courier
           service, three (3) business days after delivery to courier service,
           or (iv) if given by telefax, upon receipt thereof by the recipient's
           telefax machine as indicated either in the sender's identification
           line produced by the recipient's telefax machine or in the sender's
           transmission confirmation report as produced electronically by the
           sender's telefax machine.

               To:  Nano World Projects Inc.
                    11715 North Creek Parkway
                    South Bothell, WA 98011
                    Attention: President
                    Tel: 001-604 6623667

                    With a copy to:

                    Steven D.Holmes
                    Holmes & Greenslade
                    Suite 1880, Oceanic Plaza
                    1066 west Hastings Street
                    Vancouver, B.C V6E 3X1
                    sdh@holmesgreenslade.com

               To:  Carlo Vittorio Folonari
                    CRF Executive Vice President
                    Strada Torino 50,
                    10043, Orbassano, Italy
                    Phone:++39 011 9083 210
                    Fax :++39 011 9083 674

                    With a copy to:

               To:  Massimo Casali
                    CRF Planning Director
                    Strada Torino, 50
                    I-10043 Orbassano (Torino), Italy
                    Phone:++39 011 9083 576
                    Fax :++39 011 9083 337

                                       14
<PAGE>

    18.14. Counterparts. This Agreement may be executed in counterparts, each of
           which shall be deemed to be an original and all of which together
           shall be deemed to be one and the same instrument.

  IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
  their respective duly authorized representative as of the Effective Date.
  September 6, 2000.


          NANO WORLD PROJECTS INC.

          By  /s/ Robert Papalia
              ------------------
          Name:  Robert Papalia
          Title:  Director


          By  /s/ Giorgio Marinoni
              --------------------
          Name:  Giorgio Marinoni
          Title:  President


          By  /s/ Battistino Fornero
              ----------------------
          Name:  Battistino Fornero
          Title:  Vice-President and Director


          C.R.F.  S.C.p.A.

          By  /s/ Carlo Vittorio Folonari
              ---------------------------
          Name:   Carlo Vittorio Folonari
          Title:  Executive Vice-President

                                       15
<PAGE>

                                   Exhibit A

                               Costs and Expenses

NWPC hereby agrees to pay to CRF, at the following expirations the following
sums:

First year
 .     300,000 $ US for experimental phase , already paid on
 .     300,000 $ US  on December 31th 2000.
 .     300,000 $ US  on March 31th 2001
 .     300,000 $ US  on  June 31th 2001
( the payments above are inclusive of 200,000 $ US of entry fee)

Second year
 .     250,000 $ US  on  September 30th 2001
 .     250,000 $ US  on  December  31th 2001
 .     250,000 $ US  on  March  31th 2002
 .     250 ,000$ US  on  June 31th 2002

Third year
 .     250,000 $ US  on  September 30th 2002
 .     250,000 $ US  on  December  31th 2002
 .     250,000 $ US  on  March  31th 2003
 .     250,000 $ US  on  June 31th 2003

During all phases of this Agreement, CRF shall provide at least 3 researchers
and 2 external consultants.  During the first year of this Agreement, CRF will
cover the expenses of any additional personnel.

CRF shall provide access to its existing laboratory equipment to all
collaboration personnel.  The allocation of costs and expenses related to the
purchase of additional equipment for the collaboration shall be negotiated among
the parties.

At the end of the first year, the parties shall mutual evaluate the results of
the collaboration and the board of NWPC shall consider an increase of the annual
contribution to the collaboration activities.

                                       16
<PAGE>

                                    Exibit B

                               Application Phase

                        Nanoworld - Centro Ricerche Fiat

                      Operating Unit located in Orbassano

The activities will be focused to the fields of Optics, Electro-optics and
Photonics.

Most of the work will be made in the existing Optics and Photonic laboratories
to which a new dedicated laboratory will be added with the necessary set-ups for
the specific activities. The equipment for this new lab will be chosen within
September 2000 with the intention to have them ready by February 2001.

The DTLF methodology will be considered as the first technology to experiment
all  applications.

To be operative as soon as possible with the DTLF system, CRF will utilise its
expertise in system design, purchase of materials  and development of equipment
to assist the NWPC operating units in charge for the development of the DTLF
machinery. If requested by NWPC, the personnel at CRF will contribute to the
first assembling of the DTLF system including the development of routines to
control the processes.

External consultants will be hired from the beginning so that the equipment
would better reflect the addressed applications in terms of  flexibility of use
and in situ film control.

In this phase CRF will conduct a world-wide survey on equipment currently in use
to apply and monitor LB films. Companies or institutes that either produce or
are known for their specific set-ups will be visited. Reporting on this survey
to NWPC will be continuos.

The possibility of using a conventional LB system will be taken into
consideration as a reference for the DTLF method.

The application areas will be oriented to the automotive and non automotive
markets.

With the purpose to develop electroluminescent and photoluminescent devices the
experimentation will start applying to rigid substrates conductive polymers such
as derivations of PPV and polyacetylene. Specific care will be given to the
deposition of gel-like mono and multilayers at the perculation level with the
inclusion of electroluminescent nanoparticles, either inorganic and organic.

The technical programme will be revised every four months in accordance with
NWPC.

                                       17