A-15,331


               LICENSE AGREEMENT BETWEEN POLAROID CORPORATION AND
 LILT CANADA INC., A SUBSIDIARY OF LUMENON INNOVATIVE LIGHTWAVE TECHNOLOGY, INC.

            This Agreement, having an "Effective Date" of July 21, 2000, is made
between POLAROID CORPORATION, a Delaware corporation, having a place of business
at 784 Memorial  Drive,  Cambridge,  Massachusetts  02139,  U.S.A.  (hereinafter
called  "POLAROID")  and LILT CANADA INC., A  SUBSIDIARY  OF LUMENON  INNOVATIVE
LIGHTWAVE  TECHNOLOGY,  INC.,  having  a place  of  business  8851  Trans-Canada
Highway, Saint-Laurent, Quebec H4S 1Z6, Canada, (hereinafter called "LUMENON").

            WHEREAS,   LUMENON  and  POLAROID  have  entered  into   discussions
regarding the licensing of certain of  POLAROID's  Star Coupler  patents and are
now in  agreement  with  respect to the terms and  conditions  under  which such
patents can be licensed.

            NOW,  THEREFORE,  in  consideration  of the  promises,  licenses and
mutual covenants,  agreements, releases, and conditions set forth herein and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged,  the parties, each intending to be legally bound hereby, do
promise and agree as follows:

1.          DEFINITIONS
            -----------

            1.1 "POLAROID  Licensed  Patents" shall mean U.S. Patent:  4,786,131
            and  all  divisions,   continuations,   reissues,   substitutes  and
            extensions  thereof;  and all counterpart patents thereof in Canada,
            the European Community, and Japan.

            1.2 (a)  "AWG  Device"  shall  mean  an  arrayed  waveguide  grating
            including  integrated  optical  circuits,  temperature  compensation
            apparatus  and  control  circuitry,  if any,  and input  and  output
            optical fibers of connection to all optical network.

                        (b) "AWG Chip" shall mean an arrayed  waveguide  grating
                        including only the integrated optical circuits.

                        (c) "OC Chip" shall mean an integrated optical coupler

            1.3 "LUMENON  Licensed  Product" shall mean any AWG Device,  any AWG
            Chip, Any OC Chip  (hereinafter  collectively  called  Licensed Core
            Products) and any other integrated optical products having a greater
            functionality than the Core Licensed Products, but incorporating one
            or more Licensed Core Products as a part thereof,  which incorporate
            an optical coupler that falls within the scope of any Valid Claim of
            the POLAROID Licensed Patents.

License Agreement                                                         Page 1
<PAGE>
                                                                        A-15,331

            1.4 "Net Product  Selling  Price" shall mean the gross invoice price
            of each LUMENON Licensed Product sold by either LUMENON or a LUMENON
            Affiliate  to any  non-affiliated  third  party;  or the fair market
            value of each LUMENON  Licensed  Product where such LUMENON Licensed
            Product  is sold or  otherwise  disposed  of by  LUMENON  at a gross
            invoice  price that is below the price of similar  products  sold in
            the open market.  The parties  recognize that LUMENON has a contract
            with Molex for sale of LUMENON Licensed  Products at a gross invoice
            price that is below the price of similar  products  sold in the open
            market,  but at least  equal to the fully  loaded cost to LUMENON of
            producing such LUMENON Licensed  Product.  However,  POLAROID agrees
            that  for a  period  of one year  from  the  Effective  Date of this
            Agreement,  LUMENON  may report  the Net  Product  Selling  Price of
            LUMENON  Licensed Product sold to Molex under such contract or equal
            to the contract invoice price. After the expiration of one year from
            the Effective Date of this  Agreement,  LUMENON agrees to report the
            Net Product Selling Price of LUMENON  Licensed Product sold to Molex
            under such  contract  as equal to the fair  market  value of similar
            products sold in the open market, and not the contract invoice price
            with Molex. Net Product Selling Price of LUMENON  Licensed  Products
            will be exclusive of the following items:

            (a)   discounts and allowances actually shown on the invoice;

            (b)   transportation  and insurance  costs on shipment to customers;
                  and

            (c)   import,  export, excise, sales, value added taxes based on the
                  sale of LUMENON  Licensed  Products only and consumer tax, and
                  customs duties; and

            (d)   credit on LUMENON Licensed Products returned.


            1.5 "Net Selling Price Ratio" shall mean:

                   (A)  a ratio equal to one (1) for all  LUMENON  AWG  products
                        and  all  future  LUMENON   Licensed   Products  similar
                        thereto; or

                   (B)  for all other future LUMENON  Licensed  Products  having
                        substantially   greater   functionality   than  the  AWG
                        products;

                        (a)     a ratio equal to LUMENON's  Net Product  Selling
                                Price of the AWG products portion of the LUMENON
                                Licensed Product in the case where LUMENON sells
                                such AWG  products,  or the Net Product  Selling
                                Price that like or similar AWG products are sold
                                in the open  market  in the case  where  LUMENON
                                does not sell such AWG products,  divided by the
                                Net  Product   Selling  Price  of  that

License Agreement                                                         Page 2
<PAGE>
                                                                        A-15,331

                                LUMENON  Licensed  Product,  unless the ratio is
                                greater than .8; or

                        (b)     a ratio equal to the estimated fair market value
                                of the  AWG  products  portion  of  the  LUMENON
                                Licensed  Product  if the AWG  products  are not
                                currently being sold in the open market, divided
                                by the Net Product Selling Price of that LUMENON
                                Licensed  Product,  unless  the ratio is greater
                                than .8; or

                        (c)     a ratio equal to one (1) in those cases in which
                                the  ratio  according  to (a) or  (b)  above  is
                                greater than .8.

            1.6 "Net  Selling  Price" shall mean the Net Product  Selling  Price
            times the Net Selling Price Ratio.

            1.7 "Affiliates" means individually and collectively any corporation
            or other  legal  entity,  present  or  future,  in which  LUMENON or
            POLAROID  owns or controls,  directly or  indirectly,  fifty percent
            (50%) or more of the shares of common  stock or of the power to vote
            for  the  election  of  directors  or  persons   performing  similar
            functions,  but any such  company  or other  legal  entity  shall be
            deemed an  Affiliate  only as long as such  ownership  or control by
            LUMENON or Polaroid exists.

            1.8 "Valid Claim" shall mean and include an issued,  unexpired claim
            of the POLAROID  Licensed  Patents that  POLAROID has not  expressly
            admitted in writing to be invalid or that has not been held  invalid
            or  unenforceable  by a court,  tribunal or  governmental  agency of
            competent jurisdiction,  or as a result of an opposition proceeding,
            reissue, reexamination,  dedication, disclaimer or otherwise and, in
            the case of a holding or  decision,  cannot be  appealed  or has not
            been appealed within the time for appeal.


2.          LICENSE GRANT
            -------------

            2.1 Subject to POLAROID  receiving the payments set forth in Article
            4 herein,  POLAROID  hereby grants to LUMENON and its  Affiliates an
            irrevocable,  royalty  bearing,  nontransferable  (except as such is
            authorized or not prohibited by Article 12), nonexclusive, worldwide
            license,  without the right to sublicense,  under POLAROID  Licensed
            Patents to make, have made,  import,  export,  operate,  use, lease,
            offer to sell, sell or otherwise transfer LUMENON Licensed Products.

3.          NONASSERTION
            ------------

License Agreement                                                         Page 3
<PAGE>
                                                                        A-15,331

            3.1 In  addition  to the  license  granted  hereabove  in Article 2,
            POLAROID agrees that it shall not assert, nor cause or permit any of
            its  Affiliates  to assert any  POLAROID  Licensed  Patents  against
            LUMENON  or  its  Affiliates,   suppliers,  or  customers  based  on
            LUMENON's, its Affiliates, or its supplier's past manufacture, past,
            present or future import,  export, use,  operation,  lease, offer to
            sell,  sale or other  disposition of any past  manufactured  LUMENON
            Licensed  Products  for or on  behalf  of  LUMENON,  or any  LUMENON
            Affiliate,  or based on any LUMENON,  or its  customer's  or LUMENON
            Affiliate  customers' past, present or future import,  export,  use,
            operation,  lease,  offer to sell, sale or other  disposition of any
            past manufactured  LUMENON Licensed  Products  purchased or acquired
            from LUMENON and/or its Affiliates.

4.          PAYMENT
            -------

            4.1 In  consideration  of the license  granted by  POLAROID  herein,
            LUMENON agrees to pay to POLAROID an initial  licensing fee of three
            hundred ninety five thousand U.S. dollars  ($395,000) which shall be
            paid in two payments. The first payment of two hundred thousand U.S.
            dollars ($200,000) shall be paid within thirty (30) days of the date
            of execution by LUMENON.  The second  payment of one hundred  ninety
            five thousand  U.S.  dollars  ($195,000)  shall be paid on or before
            December 15, 2000. The initial  licensing fee payments shall be made
            by electronic funds transfer in U.S. currency.

            4.2 In addition,  LUMENON shall pay POLAROID earned royalties on the
            Net  Selling  Price  of  each  LUMENON  Licensed  Product  sold,  or
            otherwise  gainfully  disposed of by LUMENON.  The Net Selling Price
            for LUMENON Licensed  Product(s)  otherwise  disposed of will be the
            same as the Net Selling  Price that like LUMENON  Licensed  Products
            are sold in the open market. The annual earned royalty rate shall be
            five  percent  (5.00%)  of the  Net  Selling  Price  of the  LUMENON
            Licensed Product(s) sold for aggregate Net Selling Prices up to five
            million dollars ($5,000,000),  three and one-half percent (3.50%) of
            the Net Selling Price of the LUMENON  Licensed  Product(s)  sold for
            aggregate  Net  Selling  Prices  over  five and up to forty  million
            dollars  ($5,000,000  and  $40,000,000)  and one and three  quarters
            percent  (1.75%) of the Net Selling  Price of the  LUMENON  Licensed
            Product(s)  sold for aggregate Net Selling Prices over forty million
            dollars  ($40,000,000) for each year of this Agreement.  The initial
            licensing fee is not a credit  against earned  royalties.  All other
            royalty payments shall be credited against earned royalties.  Earned
            royalty  payments  to  POLAROID  shall be made by  electronic  funds
            transfer in U.S. currency.

            4.3 No part  of any  amount  paid to  POLAROID  hereunder  shall  be
            refundable  for  any  reason  whatsoever,  including  a  finding  of
            invalidity  or  unenforceability  as to any  or all of the  POLAROID
            Licensed Patents.

            4.4 The electronic funds transfer shall be transferred to:

                                    First National Bank of Chicago

License Agreement                                                         Page 4
<PAGE>
                                                                        A-15,331

                                    Chicago, Illinois
                                    ABA No. 071000013
                                    Account of Polaroid Corporation
                                    Account No. 5256666

           or to any other bank account designated by Polaroid and shall clearly
           state this License Agreement number (#A-15,331).  For each payment, a
           facsimile notification  containing this License Agreement number, the
           amount  paid in U.S.  currency,  the  account  number  from which the
           electronic  funds  transfer  is made,  and the date of such  transfer
           shall be sent to the POLAROID  addressee and at the address set forth
           in Article 16.

5.          ROYALTY REPORTS, PAYMENTS, AND ACCOUNTING
            -----------------------------------------

            5.1 Earned Royalty  Payment and Report--  LUMENON shall make written
            reports  (even if there are no sales)  and earned  royalty  payments
            every six  months  to  POLAROID  in  accordance  with the  following
            schedule:

            (a)   The first earned  royalty report on all Net Sales accrued from
                  the  Effective  Date  shall be due and  payable  on or  before
                  January  30,  2001 for the period of June 21, 2000 to December
                  31, 2000.

            (b)   Reports and payments  after the first shall be due and payable
                  semiannually  within thirty (30) days  following the six month
                  period  ending  on  June  30  and  December  31 of  each  year
                  thereafter during the term of this Agreement.

                  The  royalty  report  shall  be in the  format  set  forth  in
                  Appendix A and in accordance with standard  business  practice
                  stating the number,  description,  and  aggregate  Net Selling
                  Price  of  LUMENON  Licensed   Product(s)  sold  or  otherwise
                  disposed  of during such  completed  payment  period,  and the
                  resulting  calculation pursuant to Article 4 of earned royalty
                  payment due POLAROID for such completed payment period.

            5.2 Accounting -- LUMENON agrees to keep and maintain  records for a
            period of five (5) years  showing the  manufacture,  sale,  use, and
            other  disposition  of products sold or otherwise  disposed of under
            the license herein granted. Such records will include general ledger
            records  showing  cash  receipts  and  expenses,  and records  which
            include   production   records,   customers   (unless   LUMENON   is
            contractually  prohibited from  disclosing a customer's  purchases),
            serial  numbers  and related  information  in  sufficient  detail to
            enable the royalties  payable hereunder by LUMENON to be determined.
            LUMENON  further  agrees to  permit  its  books  and  records  to be
            examined by POLAROID  from time to time to the extent  necessary  to
            verify reports  provided for in Article 5.1. Such  examination is to
            be made by POLAROID  or its  designee,  at the expense of  POLAROID,
            except  in the  event  that  the  results  of the  audit  reveal  an
            underreporting  of  royalties  due  POLAROID of five percent (5%) or
            more, then the audit costs shall be paid by


License Agreement                                                         Page 5
<PAGE>
                                                                        A-15,331

            LUMENON.  If such examination reveals that LUMENON owes POLAROID any
            additional  royalties,  then the additional  royalties shall be paid
            within  thirty  (30) days  following  completion  of the  respective
            examination.  LUMENON  shall also pay interest on late  royalties at
            the rate of two percent (2%) plus the prime rate on the date payment
            was due for the  period  from the due date to the  date  payment  is
            actually  made.  Notwithstanding  the above,  LUMENON  shall furnish
            whatever  additional  information as POLAROID may reasonably request
            from time to time to enable  POLAROID to  ascertain  which  products
            sold, leased or put into use by LUMENON,  are subject to the payment
            of royalty to POLAROID.


6.          CONFIDENTIALITY
            ---------------

            Either party may publicly  disclose the existence of this  Agreement
            and the terms of Article 3, the nonassertion provision. However, the
            parties  agree  to  maintain  the  contents  of this  Agreement  and
            information  obtained  thereto  (including,  for greater  certainty,
            under  Article 5) in  confidence,  and shall not  disclose the terms
            thereof to any third  party,  except as may be required by operation
            of law or an  order of a court of  competent  jurisdiction.  A party
            will provide prompt written notice to the other party, if ordered or
            compelled to disclose the terms of this Agreement. However, Polaroid
            may disclose the terms of this agreement without identifying LUMENON
            as the licensee,  on a confidential basis to its licensees under the
            `131 patent,  if  contractually  obligated to disclose such terms to
            these entities and these  entities agree to hold the  information in
            confidence.

7.          WARRANTIES
            ----------

            7.1 Nothing in this Agreement is or shall be construed as:

                        (a)  A  warranty,   acknowledgment,   representation  or
            admission by POLAROID as to the validity, enforceability or scope of
            any POLAROID Licensed Patents or an acknowledgment,  representation,
            or admission by LUMENON as to infringement validity, enforceability,
            or scope of any POLAROID Licensed Patents;

                        (b)  A  warranty  or  representation  by  POLAROID  that
            anything made, used, sold or otherwise disposed of under the license
            granted in this  Agreement is or will be free from  infringement  of
            patents, copyrights, and other rights of third parties;

                        (c) An  obligation  by  POLAROID  to bring or  prosecute
            actions or suits against third  parties for  infringement  or defend
            any suit or action  brought by a third  party  which  challenges  or
            concerns the validity of any of the POLAROID Licensed Patents;


License Agreement                                                         Page 6
<PAGE>
                                                                        A-15,331

                        (d) Granting by implication,  estoppel, or otherwise any
            licenses  or rights  under  patents or other  rights of  POLAROID or
            other persons other than those  expressly  recited in Articles 2 and
            3,  regardless  of whether such patents or other rights are dominant
            or subordinate to any of the POLAROID Licensed Patents; or

                        (e) An obligation on POLAROID to furnish any  technology
            or technological information or to file any patent application or to
            secure any patent or maintain any patent in force.

            7.2 POLAROID represents and warrants that it has the right and power
            to grant the license  granted herein and both parties  represent and
            warrant  that they have the right and power to execute  and  deliver
            the Agreement and bind their respective  Affiliates,  and that there
            are no other agreements with any other party in conflict herewith.

            7.3  LUMENON  shall  be  solely  responsible  for  the  manufacture,
            production,  sale and distribution of the LUMENON Licensed  Products
            and will bear all related costs associated therewith.

            7.4 Except as expressly set forth in this Agreement,  POLAROID MAKES
            NO  REPRESENTATIONS  AND EXTENDS NO WARRANTIES  OF ANY KIND,  EITHER
            EXPRESS OR IMPLIED.  THERE ARE NO EXPRESS OR IMPLIED  WARRANTIES  OF
            MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE
            OF THE  LUMENONLICENSED  PRODUCT(S)  WILL NOT  INFRINGE  ANY PATENT,
            COPYRIGHT,  TRADEMARK,  OR OTHER  RIGHTS  OR ANY  OTHER  EXPRESS  OR
            IMPLIED WARRANTIES.

8.          INDEMNITY
            ---------

            8.1 POLAROID shall not indemnify, hold harmless, nor defend LUMENON,
            its Affiliates, suppliers, customers, trustees, officers, employees,
            students,  and agents against any and all claims for death, illness,
            personal injury,  property damage,  and improper business  practices
            arising out of the manufacture,  use, sale, or other  disposition of
            POLAROID Licensed Patents and LUMENON Licensed Product(s).

            8.2  POLAROID  shall  not  be  liable  for  any  indirect,  special,
            consequential,  or other similar  damages,  whether grounded in tort
            (including  negligence),  strict  liability,  contract or otherwise.
            POLAROID  shall  not  have  any   responsibilities   or  liabilities
            whatsoever with respect to LUMENON Licensed Product(s).


License Agreement                                                         Page 7
<PAGE>
                                                                        A-15,331

9.          TERM AND TERMINATION
            --------------------

            9.1 Term. Unless sooner terminated as provided herein,  the terms of
            the license  granted  under this License  Agreement  shall  continue
            until  the  expiration  date of the  last to  expire  patent  of the
            POLAROID  Licensed  Patents  either in the U.S.,  in Canada,  in the
            European Community, or in Japan.

            9.2 In the event  LUMENON fails or becomes  unable to  substantially
            perform the obligations or  undertakings  to be performed  hereunder
            and such  default or  inability  is not cured within sixty (60) days
            after written notice from POLAROID specifying with reasonable detail
            the alleged nonperformance, then POLAROID may terminate this License
            Agreement forthwith by giving written notice of such termination.

            9.3 Immediate Right of Termination. POLAROID shall have the right to
            immediately  terminate the license and nonassertion rights,  granted
            to LUMENON under this  Agreement by giving written notice to LUMENON
            in the event that  LUMENON  files a  petition  in  bankruptcy  or is
            adjudicated a bankrupt or insolvent,  or makes an assignment for the
            benefit of creditors,  or an arrangement  pursuant to any bankruptcy
            law,  or if LUMENON  discontinues  its  business  or a  receiver  is
            appointed for LUMENON or for LUMENON's business and such receiver is
            not discharged within sixty (60) days.

            9.4 Upon  termination or expiration of this License  Agreement,  all
            rights granted to LUMENON shall terminate forthwith, except that the
            provisions of ARTICLES 6, 7, and 8 shall survive any  termination of
            this License Agreement.

10.         POLAROID NAMES AND MARKS
            ------------------------

            LUMENON  agrees  not  to  identify   POLAROID  in  any   promotional
            advertising or other promotional materials to be disseminated to the
            public or any  portion  thereof  or to use the name of any  POLAROID
            employee or any  trademark,  service mark,  trade name, or symbol of
            POLAROID, without POLAROID's prior written consent.

11.         ASSIGNABILITY
            -------------

            The license granted hereunder extend to LUMENON and their Affiliates
            and are  personal to LUMENON and their  Affiliates  and shall not be
            assigned by any act of LUMENON,  by  operation  of law or  otherwise
            unless in  connection  with a transfer of  substantially  all of the
            assets of  LUMENON  or with the  consent of  POLAROID.  The  license
            agreement may be assigned by POLAROID.

12.         AGREEMENT BINDING ON SUCCESSORS
            -------------------------------


License Agreement                                                         Page 8
<PAGE>
                                                                        A-15,331

            The provisions of this  Agreement  shall be binding upon the parties
            hereto,  their  respective  Affiliates,  and the  respective  heirs,
            administrators,  legal representatives,  successors,  and assigns of
            each of them.

13.         SEVERABILITY
            ------------

            If any  term,  clause,  or  provision  hereof  is  held  invalid  or
            unenforceable by a court of competent jurisdiction,  such invalidity
            shall not  affect  the  validity  or  operation  of any other  term,
            clause,  or provision  and such invalid term,  clause,  or provision
            shall be deemed to be severed from the Agreement.

14.         NO JOINT VENTURE
            ----------------

            Nothing  contained  herein shall  constitute this  arrangement to be
            employment, a joint venture, or a partnership.

15.         INTEGRATION
            -----------

            This Agreement  constitutes the entire understanding of the parties,
            and revokes and supersedes all prior agreements between the parties,
            which  may have  been  entered  into  between  the  parties,  and is
            intended as a final expression of their  Agreement.  It shall not be
            modified or amended  except in writing  signed by a duly  authorized
            officer of each of the parties hereto and specifically  referring to
            this Agreement.  This Agreement shall take precedence over any other
            documents which may be in conflict with said Agreement.

16.         NOTICES
            -------

            All notices under this Agreement  shall be deemed to have been fully
            given when done in writing and  deposited in the United States mail,
            registered  or  certified,  or sent by facsimile  with  confirmation
            thereof sent by courier, and addressed as follows:

                        To POLAROID:       Associate General Counsel, Licensing
                                           Polaroid Corporation
                                           784 Memorial Drive
                                           Cambridge, Massachusetts 02139

                        To LUMENON:        Vincent Belanger, CA
                                           Chief Financial Officer
                                           LILT CANADA INC., A SUBSIDIARY OF
                                           LUMENON INNOVATIVE LIGHTWAVE
                                           TECHNOLOGY, INC.


License Agreement                                                         Page 9
<PAGE>
                                                                        A-15,331


                                           8851 Trans-Canada Highway
                                           St-Laurent (Quebec), Canada
                                           H4S 1Z6

            Either  party may change its  addressee  and  address  upon  written
            notice to the other party.


17.         MARKING
            -------

            LUMENON may place in a conspicuous location, on any LUMENON Licensed
            Products a patent  notice as  follows:  "Manufactured  under  patent
            license from Polaroid Corporation U.S. Patent 4,786,131."

18.         DISPUTE RESOLUTION
            ------------------

            Except as  provided  herein,  no civil  action  with  respect to any
            dispute,  claim or  controversy  arising  out of or relating to this
            Agreement may be commenced  unless the Parties have first  attempted
            in good faith to resolve such disputed claim or controversy  through
            non-binding  mediation.  Either  Party may  initiate  the  mediation
            process  by  providing  written  notice in letter  form to the other
            party (the "Dispute  Notice").  The Dispute  Notice shall (i) signal
            the formal commencement of this dispute resolution provision and the
            dates,  deadlines  and time  frames  set  forth  herein;  (ii)  make
            specific  reference  to this Article and (iii) set forth the subject
            of the dispute and the specific relief  requested.  The recipient of
            such  notice  will  respond in  writing  within ten (10) days with a
            statement of its position and  recommended  solution to the dispute.
            If the dispute is not resolved by this  exchange of  correspondence,
            then each Party shall  designate one or more senior  executives with
            full settlement  authority to meet at a mutually  agreeable time and
            place  within  forty  (40)  days of the  Dispute  Notice in order to
            exchange relevant  information and  perspectives,  and to attempt to
            resolve the dispute.  If the dispute is not resolved  within two (2)
            days of the commencement of such meeting,  unless otherwise mutually
            extended, each Party shall have the right to institute legal action,
            provided however that if each party agrees,  the Parties may proceed
            to  non-binding  mediation  with a mediator to be picked through the
            American Arbitration  Association and with mediation to occur in the
            Commonwealth  of  Massachusetts.  Each Party will bear its own costs
            relevant to the mediation process. All offers, promises, conduct and
            statements,  whether  oral or  written,  made in the  course  of the
            mediation process by either of the Parties, their agents, employees,
            experts or attorneys, are confidential,  privileged and inadmissible
            for any purpose,  including impeachment,  in any litigation or other
            proceeding  involving  the Parties,  provided  that evidence that is
            otherwise   admissible  or   discoverable   shall  not  be  rendered
            inadmissible  or  non-discoverable  as a  result  of its  use in the
            mediation.  Anything to the  contrary  notwithstanding  either Party


License Agreement                                                        Page 10
<PAGE>
                                                                        A-15,331

            may, at any time,  seek equitable or injunctive  relief with respect
            to any  emergent  matter or to preserve the status quo. In the event
            of  the  institution  of  any  civil  proceeding  at  any  time  the
            prevailing  Party  shall  be  entitled  to  recover  its  reasonable
            attorney fees and costs in such civil litigation.


19.         WAIVER
            ------

            None of the  terms of this  Agreement  can be  waived  except by the
            written consent of the party waiving compliance.

20.         APPLICABLE LAW
            --------------

            This Agreement  shall be governed by and construed  according to the
            laws of the Commonwealth of Massachusetts,  applicable to agreements
            negotiated, executed and performed wholly within New York.


            POLAROID CORPORATION                 LILT CANADA INC., A SUBSIDIARY
                                                 OF LUMENON INNOVATIVE LIGHTWAVE
                                                 TECHNOLOGY, INC.

            By:    /s/ Charles E. Yon            By:  /s/ Vincent Belanger
               -----------------------------        ----------------------------
                 (Authorized Signature)

            Name:   Charles E. Yon               Name: Vincent Belanger
                 ---------------------------          --------------------------
                    (Typed or Printed)
            Title: Associate General Counsel     Title: Chief Financial Officer
                  --------------------------          --------------------------

            Date:  July 15, 2000                 Date: July 21, 2000
                 ---------------------------           -------------------------


License Agreement                                                        Page 11
<PAGE>
                                                                        A-15,331



                                   APPENDIX A

                        EARNED ROYALTY PAYMENT AND REPORT

Name of Licensee: LILT Canada Inc., a subsidiary of Lumenon Innovative Lightwave
Technology, Inc.

Agreement Number:  15,331

            Payment Period             April 1 - September 30,________ / /
            (Check the                 October 1 - March 31, _________ / /
            Applicable Box)

Note:  In this Payment Report:

o NPSP stands for "Net Product Selling Price",  as defined in Article 1.3 of the
  License Agreement
o NSPR  stands for "Net  Selling  Price  Ratio" as defined in Article 1.4 of the
  License Agreement
o NSP stands for "Net  Selling  Price" as defined in Article  1.5 of the License
  Agreement

Certified by Authorized Representative of Lumenon

            Signature:
                      ------------------------------

            Name:
                 -----------------------------------
                        (Printed or Typed)
            Title:
                  ----------------------------------

            Date:
                 -----------------------------------



                                   APPENDIX A

              Table 1: EARNED ROYALTY ON LUMENON LICENSED PRODUCT
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                   LUMENON LICENSED PRODUCT                                                  ROYALTY
Model No.  Country of   Country of    Number    Customer   Total NPSP    NSPR     TOTAL NSP    Applicable    Calculated Amount Due
             Sale          Make       of Units               (US $)      Ratio      (US$)       Rate (%)           Due (US$)
------------------------------------------------------------------------------------------------------------------------------------

<S>        <C>          <C>           <C>       <C>        <C>           <C>      <C>          <C>           <C>

</TABLE>