LICENSE AND TECHNICAL ASSISTANCE AGREEMENT


         THIS LICENSE AND TECHNICAL ASSISTANCE  AGREEMENT  ("Agreement") is made
and entered into as of October 6, 2000 ("Effective Date"), by and between SITEK,
INC., a Delaware  corporation,  having  principal  offices at 214 East  Hacienda
Avenue,   Campbell,  CA  95008  ("SITEK"),   and  OPTICNET,   INC.,  a  Delaware
corporation,  having  principal  offices at One Post  Street,  Suite  2500,  San
Francisco, CA 94104 ("OpticNet").

         WHEREAS,   SiTek  has  developed  certain   proprietary  silicon  micro
electromechanical  systems  ("MEMs")  technology  and  operates an equipped  and
staffed MEMs fabrication facility;

         WHEREAS,  OpticNet has proprietary designs for optical components using
MEMs and intends to build and market systems based on said optical products;

         WHEREAS,  OpticNet desires to obtain certain MEMs technical  assistance
and support services from SiTek;

         WHEREAS,  SiTek desires to provide the MEMs  technical  assistance  and
support services requested by OpticNet on the terms set forth herein;

         NOW,  THEREFORE,  in consideration of the above premises and the mutual
covenants contained herein, the parties hereto agree as follows:

1.       DEFINITIONS.

         1.1  "Designs"  shall mean any of  OpticNet's  proprietary  designs for
optical  components  using  MEMs for use in the  OpticNet  Market  and any other
design created by OpticNet related to the OpticNet Market.

         1.2 "Fabricated  Designs" shall mean any Designs or elements of Designs
fabricated by Sitek or OpticNet with SiTek  technical  assistance and support or
using the SiTek Process pursuant to the terms of this Agreement.

         1.3  "Milestones"  means the target  specifications  of the  Fabricated
Design and any other deadlines or targets established by OpticNet.

         1.4   "OpticNet   Market"  shall  mean  the   telecommunications   data
transmission market.

         1.5  "OpticNet  Products"  shall mean products  manufactured  by or for
OpticNet  incorporating  the Fabricated  Designs  manufactured  pursuant to this
Agreement.

         1.6  "Project"  means  all  work and  effort  in the  performance  of a
Statement of Work in connection with this Agreement.

         1.7 "Project  Technology" shall mean any Technology or inventions,  and
improvements thereto,  conceived and reduced to practice or otherwise discovered
or developed by either or both of the parties in connection  with  producing the
Fabricated Designs.


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         1.8 "Proprietary  Rights" shall mean patent rights,  trademark  rights,
copyrights,  mask work  rights,  trade  secret  rights and similar  intellectual
property rights, and all applications and registrations therefor.

         1.9  "SiTek  Components"  shall  mean  MEMs  components  based on SiTek
Technology manufactured by or for SiTek.

         1.10 "SiTek Process" shall mean the proprietary silicon  micromachining
processes developed by SiTek, including but not limited to, silicon wafer fusion
bonding,  deep  reactive  ion  plasma  etching  of  silicon  wafers and deep via
lithography for electric interconnects.

         1.11 "SiTek Technical  Assistance and Support  Services" shall mean the
provision by SiTek to OpticNet of  assistance  and advice in  understanding  the
SiTek Technology and access to SiTek's MEMs production capabilities in producing
the Fabricated Designs.

         1.12 "SiTek  Technology"  shall mean all Technology,  including but not
limited to the SiTek Process and SiTek Components,  owned or developed by or for
SiTek prior to the Effective Date and all  Technology  developed by or for SiTek
independently of the development efforts undertaken pursuant to this Agreement.

         1.13  "Specifications"  shall  mean the  specifications  and  technical
descriptions of the Designs in any SOW.

         1.14  "Statement  of Work" or "SOW"  shall mean the  development  plan,
specifications,  Milestones and schedule for the Fabricated Designs as specified
by  OpticNet  and as  modified,  supplemented  or  subsequently  established  by
OpticNet.

         1.15  "Technology"  means all  foreign  and  domestic  patents,  patent
applications,  patent rights,  know-how,  trade secrets,  copyrights,  technical
data,   inventions   (whether   patentable   or  not),   discoveries,   designs,
specifications, plans, works of authorship, techniques, methods, processes, test
procedures and all other  scientific or technical  information or materials,  in
whatever form.

2.       PROJECT DEVELOPMENT.

         2.1 Manufacture of the Fabricated Designs. SiTek shall use commercially
reasonable  efforts to manufacture or support the manufacture by OpticNet of the
Fabricated Designs according to any SOW provided by OpticNet. SiTek and OpticNet
shall perform the manufacturing work at SiTek's  fabrication  facilities.  SiTek
shall provide sufficient resources (including access to personnel, equipment and
technical  information and expertise) to accomplish the Milestones in accordance
with any SOW.

         2.2 Technical Assistance and Support.

                  (a) SiTek  Technical  Assistance.  Following  any  transfer of
SiTek  Technology to OpticNet  pursuant to Section 2.3 hereto,  and from time to
time thereafter  until  termination of this Agreement  (other than under Section
10.2(a)),  SiTek shall provide SiTek Technical  Assistance and Support  Services
requested  by  OpticNet.  SiTek will  provide a  reasonable  level


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of  technical  support  to  OpticNet  to ensure  the  OpticNet  Products  can be
manufactured  effectively.  Any assistance  provided  after  termination of this
Agreement  shall be at OpticNet's  expense at SiTek's then  applicable  standard
rates.

                  (b)  OpticNet   Technical   Assistance.   OpticNet  shall  use
commercially  reasonable  efforts (i) to collaborate  with and assist SiTek with
the  development of the Products to accomplish the Milestones in accordance with
any SOW and (ii) to provide data and technical  support as reasonably  requested
by SiTek in connection with the Project.  OpticNet, at its own cost and expense,
will allocate sufficient resources to provide such assistance and support.

         2.3 Transfer of Technical Information and Materials.  The parties shall
freely share with each other all technical  information  in connection  with the
Project.  From time to time as each party may request (but, in any event, at any
termination  or expiration  of this  Agreement),  each party shall  disclose and
transfer  to the other  party as soon as  possible  (and in any event  delivery,
disclosure  and transfer  must be fully  completed  within two (2) weeks of such
request,  termination or  expiration)  all technical and other  information  and
materials  relating  to the  Project.  Upon  termination  of this  Agreement  by
OpticNet  pursuant  to Section  10.2 below,  or in the event SiTek  unilaterally
terminates this Agreement pursuant to Section 10 prior to  commercialization  by
OpticNet of an OpticNet Product  incorporating  the Fabricated  Designs or SiTek
Technology;  then, in such case,  SiTek,  promptly  after  written  request from
OpticNet,  shall license the SiTek Technology to OpticNet or its designee to the
extent necessary to allow OpticNet or its designee to manufacture the Fabricated
Designs and OpticNet Products  developed by OpticNet pursuant to this Agreement.
The parties agree to enter into good faith negotiations to adequately compensate
SiTek for such license of such SiTek Technology.

         2.4 Project Delays;  Project Failure.  If at any time during the course
of the Project, SiTek anticipates that it will not be able to timely provide the
SiTek Technical  Assistance and Support Services  contemplated by this Agreement
or any SOW despite SiTek's good faith commercially  reasonable efforts to do so,
SiTek shall  promptly so notify  OpticNet in writing  specifying the reasons for
delay. From and after such notice,  the parties shall cooperate and use diligent
efforts  to solve the  problems  identified,  and the  Milestone  dates or other
deadlines  may,  with  OpticNet's  written  approval,  be set back for as long a
period as is required to solve the problems so  identified;  provided,  however,
that if, for any reason other than due to the fault of OpticNet,  SiTek does not
use or ceases to use commercially  reasonable efforts to provide SiTek Technical
Assistance  and Support  Services,  then OpticNet may terminate  this  Agreement
immediately on written notice pursuant to Section 10.2(a) below.

         2.5 Production of OpticNet Products.  OpticNet shall have the right, in
its sole  discretion,  to engage  third  parties  to  manufacture  the  OpticNet
Products (a "Third Party Contract"). In the event OpticNet decides to enter into
a  Third  Party  Contract,  OpticNet  shall,  whenever  feasible,  applying  its
reasonable commercial judgment, consider utilizing SiTek for such work.


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3.       OWNERSHIP OF INTELLECTUAL PROPERTY

         3.1 Ownership of SiTek Technology.  As between the parties, SiTek shall
own all Proprietary  Rights in and to all SiTek Technology,  including,  without
limitation,  all Project  Technology  consisting of or  incorporating  any SiTek
Technology.

         3.2  Ownership of Technology  Benefiting  the OpticNet  Market.  In the
event that Project Technology that would otherwise be owned by SiTek pursuant to
the provisions of Section 3.1, has application primarily within OpticNet Market,
OpticNet shall own such Project Technology ("OpticNet Technology"). SiTek hereby
assigns any and all Proprietary  Rights to such OpticNet  Technology (except its
rights in any SiTek  Technology  incorporated  therein)  to  OpticNet  and shall
execute  any  instrument  reasonably  necessary  to  evidence  or  perfect  such
assignment.  Notwithstanding  the  foregoing,  nothing in this Section  shall be
construed  as  granting to  OpticNet  an  assignment  of any rights in any SiTek
Technology.

         3.3 Ownership of Project  Technology.  Subject to Sections 3.1 and 3.2,
the parties shall jointly own all Project  Technology;  provided  however,  that
OpticNet shall exploit its ownership  interest in such Project Technology solely
within the OpticNet  Market,  and SiTek shall exploit its ownership  interest in
such Project Technology solely outside the OpticNet Market.

         3.4 Ownership of the Designs.  As between the parties,  OpticNet  shall
own all  Proprietary  Rights in and to the  Designs.  Nothing in this  Agreement
shall be  construed  as  granting  to SiTek an  assignment  of any rights in any
Designs.

         3.5 Ownership of the Fabricated Designs and OpticNet Products.  Subject
to Sections 3.1, 3.2 and 3.3, OpticNet shall have all right,  title and interest
in and to the Fabricated Designs and OpticNet Products.

         3.6 Patent Prosecution and Maintenance.

                  (a) Patent Rights in OpticNet or SiTek Technology.  Each party
shall be solely  responsible  for and shall  control  the  preparation,  filing,
prosecution,  grant and maintenance of all patent  applications  and rights with
respect to its respective Technology.

                  (b) Patent Rights in Project  Technology.  Subject to Sections
3.1 and 3.2, the parties shall share joint  responsibility  for the preparation,
filing, prosecution, grant and maintenance of all patent applications and rights
with respect to Project Technology.

                  (c)  Patent  Rights in the  Fabricated  Designs  and  OpticNet
Products.  OpticNet  shall be  solely  responsible  for and  shall  control  the
preparation,   filing,   prosecution,   grant  and  maintenance  of  all  patent
applications  and rights with  respect to the  Fabricated  Designs and  OpticNet
Products.

                  (d) Mutual Assistance.  Each party shall make available to the
other or the  other's  authorized  attorneys,  agents  or  representatives,  the
party's  employees,  agents or  consultants  and any necessary  and  appropriate
assistance  to  enable  the  other  to  file,   prosecute  and  maintain  patent
applications  and  resulting  patents  with  respect to any Project  Technology,
Fabricated Designs or OpticNet Products and the use of the OpticNet Products for
a period of time  sufficient  for a party to obtain the assistance it needs from
such  personnel.  Where


                                       4.

<PAGE>

appropriate,  the  parties  shall  sign or cause to have  signed  all  documents
relating to said patent applications or patents at no charge to the other party.

4.       LICENSE GRANTS

         4.1 License of SiTek Technology. Subject to the terms and conditions of
this Agreement, SiTek hereby grants to OpticNet an exclusive (even as to SiTek),
worldwide,  perpetual,  royalty-free license (except as set forth in Section 5.1
below) to use the SiTek Technology,  to make, have made, develop,  produce, use,
import, sell, offer for sale, market and distribute (through subdistributors and
other channels) the Fabricated Designs and OpticNet Products within the OpticNet
Market.  As  provided  in Section  2.5 above,  OpticNet  shall,  in good  faith,
consider  using  SiTek  as an  alternative  source  for  OpticNet  Products  not
manufactured  by  OpticNet.  OpticNet's  license to the SiTek  Technology  shall
extend solely to use in the OpticNet Market, and nothing in this Agreement shall
be construed as granting to OpticNet  the right to use the SiTek  Technology  in
any field other than the OpticNet Market.  SiTek may use the SiTek Technology in
the Optic Market  solely for the purpose of  fulfilling  a Third Party  Contract
awarded to SiTek by  OpticNet,  and may  sublicense  the SiTek  Technology  to a
subcontractor  of SiTek solely for the purpose of fulfilling  such a Third Party
Contract.

         4.2 License of OpticNet Technology. Subject to the terms and conditions
of this  Agreement,  OpticNet  hereby  grants to SiTek an exclusive  (even as to
OpticNet)  worldwide,  perpetual,  royalty-free  license  to  use  the  OpticNet
Technology and improvements thereto to make, have made, develop,  produce,  use,
import, sell, offer for sale, market and distribute (through subdistributors and
other channels)  products  outside the OpticNet  Market.  SiTek's license to the
OpticNet Technology and improvements  thereto shall extend solely to use outside
the  OpticNet  Market,  and  nothing in this  Agreement  shall be  construed  as
granting to SiTek the right to use the OpticNet  Technology in any manner within
OpticNet Market.

         4.3  Restrictions  on  Sublicenses.  OpticNet  shall  have no  right to
sublicense,  cross-license,  or otherwise transfer any Proprietary Rights in any
SiTek  Technology  to any third  party,  as a  standalone  product  or  process.
However,  OpticNet  shall have the full right to sublicense,  cross-license,  or
otherwise  transfer elements of the SiTek Technology to any third party for sale
or use in the OpticNet  Market without  obtaining a separate  license from SiTek
for such SiTek Technology;  provided,  however, that (i) the SiTek Technology is
an  embedded  element  of an  OpticNet  Product  and such third  party  shall be
restricted  from extracting or using the SiTek  Technology  separately from such
OpticNet  architecture;  (ii)  the  SiTek  Technology  is  used  solely  for the
manufacture,  use or sale of OpticNet Products alone or in connection with third
party products in the OpticNet Market; and (iii) OpticNet pays SiTek the royalty
set forth in Section 5.1 below (an "Authorized Sublicense").

         4.4 Updates and Improvements.  During the term of this Agreement,  each
party will provide the other party with all  improvements,  upgrades and updates
to SiTek Technology or Project Technology, as and when such upgrades and updates
are available.  Each party will reimburse the other for reasonable out-of-pocket
costs associated with transferring such upgrades and updates.


                                       5.

<PAGE>

5.       LICENSE FEES , PROJECT FEES, PAYMENTS AND AUDIT RIGHTS

         5.1 License Fee for SiTek  Technology.  In the event OpticNet  grants a
sublicense  of the SiTek  Technology  in  accordance  with  Section  4.3  above,
OpticNet shall pay SiTek a royalty equal to fifty (50) percent of the sublicense
fee collected by OpticNet.

         5.2  Royalty-Free  Licenses  for Third Party  Contracts.  To the extent
OpticNet  enters  into a Third Party  Contract  with a party other than SiTek to
manufacture  OpticNet  Products solely for OpticNet,  any limited license to the
SiTek Technology  granted in connection  therewith to perform such work shall be
royalty-free as between  OpticNet and SiTek. To the extent that SiTek grants any
limited  license in the SiTek  Technology to a  subcontractor  solely to perform
Third  Party  Contract  work  for  OpticNet,   such  limited  license  shall  be
royalty-free as between OpticNet and SiTek.

         5.3 License  Reports.  In  connection  with any  licenses or  contracts
subject to Sections  5.1 and 5.2 above,  OpticNet  shall  prepare  and  deliver,
within thirty (30) days of the last day of each calendar quarter during the term
of this Agreement, a written report ("License Report") which shall describe: (i)
all Authorized  Sublicenses granted by OpticNet during the immediately preceding
calendar quarter; (ii) all Third Party Contracts entered into by OpticNet during
the immediately preceding calendar quarter;  (iii) all revenue owed and received
in connection therewith; and (iv) such other information as SiTek may reasonably
request.

         5.4 License Payments.  OpticNet shall, at the time it submits a License
Report,  pay to SiTek through  electronic  transfer (as designated by SiTek) the
total royalty due to SiTek as set forth in such License Report.

         5.5 Project  Budget.  SiTek and OpticNet shall agree on  fully-burdened
hourly labor rates (including a reasonable fee) for each major category of labor
to be supplied by SiTek to  OpticNet in support of this  Agreement  as well as a
monthly usage fee for use of SiTek's facility and MEMs production  equipment for
the completion of the Project contemplated by this Agreement.

         5.6 Project  Billing  and  Payment.  SiTek  shall  submit to OpticNet a
written  invoice  on a  monthly  basis  for  its  actual  labor  hours  incurred
performing  any SOW at the agreed  upon labor  billing  rates and  facility  and
equipment usage fees.  OpticNet's  payment shall be due within 30 days after the
receipt of SiTek's invoice.

         5.7 Audit Rights.  OpticNet  shall keep  accurate  books of account and
records covering all transactions  relating to this Agreement,  and SiTek or its
designee  shall have the right at all  reasonable  business  hours upon 48 hours
advance  notice to OpticNet to make  complete  verifications,  examinations  and
audits of said books of account and records and all other documents and material
in the  possession  or under the  control of the other  party  relating  to this
Agreement,  and shall have reasonable access thereto on OpticNet's  premises for
said purposes and for the purpose of making extracts therefrom. OpticNet's books
of account and records shall be considered confidential, Proprietary Information
as defined in Section 7. If, as a result of any verification, examination and/or
audit, it is determined that there is a deficiency or discrepancy in the payment
of any amounts  under this  Agreement,  then the party  owing such amount  shall


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<PAGE>

immediately pay such amount,  with interest,  to the other party.  SiTek's costs
and expenses arising out of such verifications, examinations and audits shall be
borne by SiTek;  provided,  however,  that in the event  that as a result of any
such  verification,  examination  and/or audit,  the amount due from OpticNet to
SiTek shall be increased by more than 5%, OpticNet shall reimburse SiTek for the
costs and  expenses  thereof  incurred by SiTek or its  designee.  All books and
records of OpticNet  covering  transactions  relating to this Agreement shall be
kept available until at least three (3) years after such transactions.

6.       REPRESENTATIONS AND WARRANTIES.

         6.1 By SiTek. SiTek represents and warrants to OpticNet as follows:

                  (a) This  Agreement  has been duly  authorized,  executed  and
delivered  by SiTek and  constitutes  a valid and binding  obligation  of SiTek,
enforceable in accordance with its terms.

                  (b) To the best  knowledge of SiTek,  the SiTek  Technology in
general,  and when used in  accordance  with the  licenses  granted  under  this
Agreement, does not and will not infringe any patent, copyright, trade secret or
other proprietary right of any third party.

                  (c) Any Fabricated  Designs and SiTek  Components  provided by
SiTek shall be substantially in compliance with the Specifications.

         6.2 By OpticNet. OpticNet represents and warrants to SiTek as follows:

                  (a)  OpticNet  represents  and  warrants  to SiTek  that  this
Agreement  has been duly  authorized,  executed  and  delivered  by OpticNet and
constitutes a valid and binding obligation of OpticNet enforceable in accordance
with its terms.

                  (b) To the best knowledge of OpticNet,  the Designs do not and
will not infringe any patent, copyright, trade secret or other proprietary right
of any third party.

         6.3 WARRANTY DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN
SECTIONS 6.1 AND 6.2 ABOVE,  NEITHER PARTY MAKES ANY  REPRESENTATION OR WARRANTY
OF ANY KIND WHETHER EXPRESSED OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW)
WITH  RESPECT  TO ITS  PRODUCTS  OR  SERVICES  OR THE  DELIVERABLES,  AND HEREBY
DISCLAIMS ALL SUCH OTHER WARRANTIES INCLUDING ALL WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

7.       CONFIDENTIALITY

         The parties  acknowledge that the Designs and Technology  identified in
this Agreement constitute  Proprietary  Information (defined below). In addition
each  party  agrees  that all  inventions  (whether  or not  patentable),  trade
secrets, ideas, processes, formulas, materials, chemicals,  technology, know-how
and all other business,  technical and financial information it obtains from the
other  are the  confidential  property  of the  disclosing  party  ("Proprietary


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<PAGE>

Information"  of the  disclosing  party).  Except as  expressly  allowed in this
Agreement  the receiving  party will hold in confidence  and not use or disclose
any  Proprietary  Information  of the  disclosing  party during the term of this
Agreement  and  for a  period  of  five  (5)  years  after  termination  of this
Agreement, and its employees shall be similarly bound. The receiving party shall
not be  obligated  under  this  Section 7 with  respect to any  information  the
receiving party can document:

                  (a) is or has become  readily  publicly  available  through no
fault of the receiving party or its employees or agents; or

                  (b) is received  from a third party  lawfully in possession of
such  information  and  lawfully  empowered  to disclose  such  information  and
provided the receiving party abides by all restrictions, if any, imposed by such
third party; or

                  (c) was  rightfully in the  possession of the receiving  party
prior to its disclosure by the other party  provided the receiving  party abides
by all restrictions, if any, imposed on its possession of such information; or

                  (d) was independently developed by employees or consultants of
the receiving  party without use of or access to Proprietary  Information of the
disclosing party; or

                  (e) is necessary in the filing of any patent application.

Notwithstanding  the  foregoing,  the receiving  party may disclose  Proprietary
Information  to the extent it is  required  to be  disclosed  to a  governmental
entity or agency in  connection  with  seeking any  governmental  or  regulatory
registration,  approval or license,  or  pursuant to the lawful  requirement  or
request of a governmental  entity or agency,  provided that reasonable  measures
are taken to obtain confidential  treatment thereof and to guard against further
disclosure.

8.       LIMITATION OF LIABILITY.

         EXCEPT FOR EACH PARTY'S  OBLIGATIONS  WITH RESPECT TO  CONFIDENTIALITY,
INDEMNIFICATION AND ANY INTELLECTUAL  PROPERTY,  NEITHER PARTY WILL BE LIABLE TO
THE  OTHER  WITH  RESPECT  TO ANY  SUBJECT  MATTER OF THIS  AGREEMENT  UNDER ANY
CONTRACT,  NEGLIGENCE,  STRICT  LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR
ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES.

9.       INDEMNIFICATION.

         9.1 By SiTek.  Subject to Section  9.3 below,  SiTek  shall  indemnify,
defend and hold  OpticNet  and its  officers,  directors,  agents and  employees
harmless from liability  resulting from  infringement by the SiTek Technology of
any patent,  copyright,  or misappropriation of any trade secret or violation of
any third party proprietary  rights,  provided SiTek is promptly notified of any
and all threats,  claims and proceedings  related  thereto and given  reasonable
assistance at SiTek's cost and the  opportunity  to assume sole control over the
defense and all negotiations for a settlement or compromise.


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<PAGE>

         9.2  By  OpticNet.   Subject  to  Section  9.3  below,  OpticNet  shall
indemnify,  defend  and hold  SiTek  and its  officers,  directors,  agents  and
employees harmless from liability  resulting from infringement by the Designs of
any patent,  copyright,  or misappropriation of any trade secret or violation of
any third party  proprietary  rights,  provided OpticNet is promptly notified of
any and all threats, claims and proceedings related thereto and given reasonable
assistance at OpticNet's  cost and the  opportunity  to assume sole control over
the defense and all negotiations for a settlement or compromise.

         9.3 Limitations. The rights granted to the parties under this Section 9
shall be the sole and exclusive remedy for any alleged  infringement by material
or services provided by the parties of any patent, copyright, trademark or other
proprietary  right. SiTek will have no liability or obligation to OpticNet under
this Section 9 if any alleged patent or copyright  infringement or claim thereof
is based upon the modifications  made by OpticNet to SiTek's software,  hardware
or other  Technology,  use of such Technology in connection with the combination
of equipment,  devices, or software not delivered by SiTek or other combinations
for which it was designed (if such infringement or claim could have been avoided
by the use of such technology with other equipment,  devices or software) or use
of any of SiTek's  software,  hardware,  products or  Technology in a manner for
which it was not intended or use of other than the most  current  release of any
software or hardware  product if such claim could have been  prevented by proper
use of the most current version.

10.      Term and Termination.

         10.1 Term.  This  Agreement will commence as of the Effective Date and,
unless terminated as provided below, shall continue in effect for five (5) years
("Initial  Term").   Thereafter  the  Agreement  will  automatically  renew  for
consecutive one (1) year terms ("Renewal  Terms")  beginning on each anniversary
of  the  Effective  Date,  unless  either  party  shall  have  given  notice  of
termination  upon  sixty  (60)  days'  written  notice  prior  to the end of the
then-current Initial or Renewal Term.

         10.2  Termination  for Cause.  This  Agreement may be terminated in its
entirety by a party upon the occurrence of any of the following events:

                  (a)  Immediately  by OpticNet upon written  notice to SiTek if
SiTek does not use or ceases to use commercially  reasonable  efforts to provide
SiTek Technical Assistance and Support Services or support any SOW;

                  (b) By a party upon sixty (60) days'  written  notice if there
has  been  a  material  breach  of any  representation,  warranty,  covenant  or
obligation contained in this Agreement on the part of the other party; provided,
however, that,  notwithstanding anything else to the contrary, in the event of a
termination  by  SiTek  pursuant  to this  Section  10.2(b),  SiTek  will not be
obligated  to continue  development  work after it gives  notice of  termination
unless the breach is timely cured during such period;

                  (c) If the other party  ceases to do  business,  or  otherwise
terminates its business operations;


                                       9.

<PAGE>

                  (d) If the other party shall fail to promptly  secure or renew
any license,  registration,  permit, authorization or approval necessary for the
conduct of its business in the manner contemplated by this Agreement,  or if any
such  license,  registration,  permit,  authorization  or approval is revoked or
suspended and not reinstated  within sixty (60) days or if  reinstatement is not
possible within sixty (60) days,  diligent  efforts are not being made to effect
such reinstatement; or

                  (e) If  the  other  party  shall  seek  protection  under  any
bankruptcy,  receivership,  trust deed,  creditors  arrangement,  composition or
comparable proceeding, or if any such proceeding is instituted against the other
(and not dismissed within one hundred and twenty (120) days).

         10.3 No  Liability  for  Termination.  Neither  party  shall  incur any
liability  whatsoever  for any damage,  loss or expenses of any kind suffered or
incurred by the other (or for any  compensation  to the other)  arising  from or
incident to any  termination of this Agreement by such party which complies with
the  terms of this  Agreement,  whether  or not such  party is aware of any such
damage, loss or expenses.

         10.4 Effect of  Termination.  In addition to  provisions  that by their
terms survive termination, the following provisions shall survive the expiration
or termination of this Agreement: Sections 2.3, 3, 5, 6, 7, 8, 9, 10, and 11. In
addition,  all remedies for any breaches hereunder will also survive. Each party
will promptly  return all  Proprietary  Information of the other (and all copies
and abstracts  thereof,  except to the extent  necessary to continue to exercise
the licenses hereunder and except that one (1) copy may be retained and shall be
kept in its legal  archives for legal record  keeping  purposes only) that it is
not entitled to under the surviving terms of this Agreement.

         10.5 Licenses Upon Termination.

                  (a) Upon termination of this Agreement by OpticNet pursuant to
Section 10.2(a) above:  (i) OpticNet shall have,  under all of SiTek's rights in
the SiTek Technology an exclusive,  worldwide,  perpetual, license to use, make,
have made, develop,  produce,  import, sell, offer for sale, market,  distribute
and use  SiTek  Technology  for use  with the  Fabricated  Designs  or  OpticNet
Products  in the  OpticNet  Market;  and (ii)  OpticNet  shall have the right to
sublicense  the  SiTek  Technology,  including  the SiTek  Technology,  to third
parties to continue the Project and the  development of the  Fabricated  Designs
and OpticNet  Products on behalf of OpticNet  (provided that such third party is
bound to Section 7).

                  (b) Upon termination of this Agreement by OpticNet pursuant to
Section 10.2(a) above,  (i) SiTek agrees that OpticNet,  its affiliates,  agents
and  customers  will be  immune  from suit by SiTek  under the SiTek  Technology
(including  without  limitation all related  technical  information and know-how
shared or supplied by SiTek under this  Agreement  through the effective date of
such termination and (ii) SiTek further agrees and covenants not to sue OpticNet
or its affiliates,  agents or customers for  infringement  related to any use of
the SiTek Technology.


                                       10.

<PAGE>

         10.6  Termination  Not Sole Remedy.  Termination is not the sole remedy
under this Agreement  and,  whether or not  termination  is effected,  all other
remedies will remain available.

11.      GENERAL.

         11.1  Amendment  and Waiver.  Except as  otherwise  expressly  provided
herein, any provision of this Agreement may be amended and the observance of any
provision of this Agreement may be waived (either generally or in any particular
instance  and  either  retroactively  or  prospectively)  only with the  written
consent of both parties.  However,  it is the intention of the parties that this
Agreement be  controlling  over  additional  or different  terms of any purchase
order, confirmation, invoice or similar document, even if accepted in writing by
both parties, and that waivers and amendments of any provision of this Agreement
shall be effective  only if made by  non-pre-printed  agreements  signed by both
parties and clearly understood by both parties to be an amendment or waiver. The
failure of either party to enforce its rights  under this  Agreement at any time
for any period shall not be construed as a waiver of such rights.

         11.2 Governing Law and Legal Actions.  This Agreement shall be governed
by and construed under the laws of the State of California and the United States
without regard to conflicts of laws provisions thereof. Unless otherwise elected
by OpticNet in writing for a particular  instance  (which OpticNet may do at its
option),  the sole  jurisdiction  and venue for  actions  related to the subject
matter  hereof shall be the  California  state and U.S.  federal  courts  having
within  their  jurisdiction  the  location  of  OpticNet's  principal  place  of
business. Both parties consent to the jurisdiction of such courts and agree that
process  may be served in the  manner  provided  herein for giving of notices or
otherwise as allowed by California  state or U.S.  federal law. In any action or
proceeding to enforce rights under this Agreement, the prevailing party shall be
entitled to recover costs and attorneys' fees.

         11.3 Headings.  Headings and captions are for convenience  only and are
not to be used in the interpretation of this Agreement.

         11.4 Notices.  Any notice or other communication  required or permitted
to be made or given  to  either  party  under  this  Agreement  shall be  deemed
sufficiently  made or given on the date of delivery if delivered in person or by
overnight  commercial  courier  service with  tracking  capabilities  with costs
prepaid,  or three (3) days after the date of mailing if sent by certified first
class U.S. mail, return receipt requested and postage prepaid, at the address of
the parties  set forth below or such other  address as may be given from time to
time under the terms of this notice provision:

                  If to SiTek:                       SiTek, Inc.
                                                     214 East Hacienda Avenue
                                                     Campbell, CA 95008
                                                     Attention:  President

                  If to OpticNet:                    OpticNet, Inc.
                                                     One Post Street, Suite 2500
                                                     San Francisco, CA 94104
                                                     Attention:  President


                                      11.

<PAGE>

         11.5  Entire   Agreement.   This  Agreement   constitutes   the  entire
understanding  and  agreement  with  respect to the  subject  matter  hereof and
supersedes all proposals, oral or written, all negotiations,  conversations,  or
discussions  between or among the parties relating to the subject matter of this
Agreement and all past dealing or industry custom.

         11.6  Severability.  If any  provision of this  Agreement is held to be
illegal or  unenforceable,  that provision shall be limited or eliminated to the
minimum extent  necessary so that this Agreement shall otherwise  remain in full
force and effect and enforceable.

         11.7  Relationship  of  parties.  Nothing  contained  herein  shall  be
construed as creating any agency, partnership, or other form of joint enterprise
between the  parties.  The  parties'  relationship  will be that of  independent
contractors.  The parties  hereto  expressly  understand  and agree that each is
solely  responsible  for all of its employees and agents and its labor costs and
expenses arising in connection therewith.

         11.8  Assignment.  This  Agreement  and the  rights  hereunder  are not
transferable  or  assignable  without the prior  written  consent of the parties
hereto,  except  for  rights to  payment  and  except to a person or entity  who
acquires  all or  substantially  all of a party's  stock,  assets or business to
which  this  Agreement  pertains,   whether  by  sale,  merger,  acquisition  or
otherwise.

         11.9 Publicity and Press Releases. Except to the extent necessary under
applicable laws or for ordinary  marketing  purposes,  the parties agree that no
press  releases  or other  publicity  relating to the  substance  of the matters
contained herein will be made without approval by both parties.  A press release
announcing this Agreement will be jointly developed and released by the parties.

         11.10 Force  Majeure.  No liability or loss of rights  hereunder  shall
result to either party from delay or failure in  performance  caused by an event
of force majeure (that is,  circumstances  beyond the reasonable  control of the
party affected thereby, including, without limitation, acts of God, fire, flood,
war, government action, compliance with laws or regulations (including,  without
limitation,  those related to infringement),  strikes, lockouts or other serious
labor disputes, or shortage of or inability to obtain material or equipment) for
so long as such event of force majeure continues in effect.

         11.11 Remedies. Except as otherwise expressly stated in this Agreement,
the rights and  remedies of a party set forth  herein with respect to failure of
the  other to  comply  with  the  terms of this  Agreement  (including,  without
limitation, rights of full termination of this Agreement) are not exclusive, the
exercise  thereof shall not constitute an election of remedies and the aggrieved
party shall in all events be entitled to seek whatever  additional  remedies may
be available in law or in equity.

         11.12 Compliance with Law; Export Control.  Each party agrees to comply
with the U.S.  Foreign  Corrupt  Practices  Act  (regarding  among other things,
payments to government  officials) and all export laws,  restrictions,  national
security  controls  and  regulations  of the United  States or other  applicable
foreign agency or authority, and not to export or re-export, or allow the export
or  re-export  of any  Proprietary  Information  or any copy or  direct  product
thereof in violation of any such  restrictions,  laws or regulations,  or to any
Group D:1 or E:2 country (or any


                                      12.

<PAGE>

national of such country) specified in the then current Supplement No. 1 to Part
740, or, in violation of the embargo  provisions in Part 746, of the U.S. Export
Administration Regulations (or any successor regulations or supplement),  except
in compliance with and with all licenses and approvals required under applicable
export laws and regulations,  including  without  limitation,  those of the U.S.
Department of Commerce.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the Effective Date.

SITEK, INC.                                OPTICNET, INC.


By:                                        By:
   ----------------------------------         ----------------------------------

Name:                                      Name:
     --------------------------------           --------------------------------

Title:                                     Title:
      -------------------------------            -------------------------------



                                      13.