LICENSE AGREEMENT

        FOR THE COMMERCIAL DEVELOPMENT & MANUFACTURE OF WIRELESS SYSTEMS

This Agreement is made and entered into on this 27th day of February 2004 by and
between the following:

|X|   Photron Technologies Ltd. ("PHOTRON"); and

|X|   aeroTelesis, Inc. ("AEROTELESIS")

Photron and aeroTelesis are  hereinafter  jointly  referred to as the Parties to
this Agreement.

RECITALS:

Whereas  Photron is the  developer  and provider of wireless  telecommunications
technologies,  turn-key operating systems, as well as an equipment manufacturing
company; and

Whereas  Photron entered into an exclusive  licensing & manufacturing  agreement
with  AeroTelesis  Philippines  Ltd.  ("ATP"),  a  wholly  owned  subsidiary  of
aeroTelesis,  for which it was agreed that Photron would exclusively manufacture
and supply USM-based products and systems for ATP to deploy in advanced wireless
telephony services in the Philippines; and

Whereas aeroTelesis is a global wireless telecommunications service company that
is focused  in the  commercial  deployment  of  advanced  wireless  networks  in
developing  countries and desires the  opportunity  to deploy the USM technology
for next  generation  wireless  communication  services in countries  beyond the
Philippines; and

Whereas through this Agreement,  the Parties  mutually agree for a licensing and
manufacturing  relationship (depending upon specific network applications) to be
established,   for  which  Photron  Technologies  will  execute  the  commercial
development  and  manufacture of wireless  communication  products & systems for
aeroTelesis to deliver and implement in to those countries that it enters and is
able to secure  the  necessary  government  rights  and/or  business  licenses &
relationships for establishing new wireless services; and

Whereas  this   Agreement   will  also  form  the  basis  for  a  more  detailed
Manufacturing  Contract that will be entered into at a later date and which will
supercede this Agreement.


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NOW,  THEREFORE,  based on the foregoing  premises and in  consideration  of the
mutual promises and covenants  contained herein, the parties hereto hereby agree
as follows:

I.    THE USM TECHNOLOGY

Photron is the sole  developer and  commercial  manufacturer  of a unique,  next
generation  wireless  transmission  technology that it has named "Ultra Spectral
Modulation"  ("USM").  The concept of USM is to utilize a coding and  modulation
method for the data that uses a minimum or almost  zero  bandwidth.  USM creates
abrupt phase shifts in the radio frequency carrier to encode digital information
instead of using a separate modulating carrier of a specified bandwidth to phase
encode the information. The primary benefit of USM is its ability to provide for
increased  data  transmission  rates and larger  data  capacity  through  narrow
channels as small as 3 KHz  bandwidth or smaller  because of "micro  channeling"
techniques.

For wireless  communications  services, USM can be most effectively utilized for
the following mainstream applications:

|X|   Wireless Local Loop (WLL)

|X|   Mobile Voice & Data Networks

|X|   Voice over Internet Protocol (VoIP)

|X|   Satellite Communications

|X|   Others

II.   LICENSING RIGHTS FOR THE USE & DEPLOYMENT OF THE USM TECHNOLOGY

The Parties hereby agree that Photron Technologies will commercially develop and
manufacture  the USM-based  products & systems for aeroTelesis to use and deploy
in its advanced  wireless  networks,  for which the terms &  conditions  of this
licensing relationship are hereby defined as follows:

SEMI-EXCLUSIVE  DEVELOPMENT & MANUFACTURE OF ADVANCED WIRELESS TELECOMMUNICATION
PRODUCTS & SYSTEMS:  Photron  hereby  agrees to develop  and  manufacture,  on a
semi-exclusive basis, advanced wireless  telecommunication products & systems --
which includes but is not limited to WIRELESS LOCAL LOOP as well as MOBILE VOICE
& DATA products and systems -- for aeroTelesis, using the USM technology.

It is understood by  aeroTelesis  that the other  Licensee of the USM technology
for these  wireless  telecommunication  products  & services  is Nations  Mobile
Networks  Ltd.  ("Nations"),  the  company  from which it  acquired  Aerotelesis
Philippines  Inc. ("ATP") in October 2003 and from which  aeroTelesis  holds the
Right of First Refusal to purchase additional  telecommunication licenses and/or
operations in  developing  nations,  such as:  Southeast  Asia,  Central & South
America,  and the Middle East.  If  aeroTelesis  endeavors to acquire  exclusive
rights or any other  non-conflict  provisions for the use USM in these and other
telecommunication  services,  it understands that such an agreement will have to
be reached directly with Nations.


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EXCLUSIVE  DEVELOPMENT & MANUFACTURE  OF SATELLITE  NETWORK  PRODUCTS & SYSTEMS:
Photron hereby agrees to exclusively  develop and manufacture  satellite network
products & systems for aeroTelesis,  using the USM technology. This includes but
is not limited to such satellite  products & systems that can be integrated into
existing satellite-oriented  terrestrial based infrastructure equipment, such as
earth stations, as well as other  satellite-oriented  equipment that is intended
for the consumer  market,  such as satellite  set-top boxes (for the delivery of
HDTV, broadband internet, etc.) and mobile devices for voice & data services.

III.  LICENSE TERMS & CONDITIONS

The Parties  hereby agree that the License Fees for  aeroTelesis  to utilize and
deploy the USM technology in these wireless applications are as follows:

COUNTRY  LICENSE  PAYMENT:  For each  country  that  aeroTelesis  deploys  a new
wireless  service with the USM technology,  it will pay to Photron not less than
US **. For  example,  if  aeroTelesis  deploys the USM  technology  for wireless
telephony  services  in  Country  A, then it will make a minimum  payment in the
amount of * to  Photron;  and if  aeroTelesis  deploys  the USM  technology  for
satellite  communication  services  in  Country  A,  then it will make a minimum
payment  in the  amount  of * to  Photron.  The  actual  amount to be paid for a
particular country and service will be dependent upon the following criteria:

      o     Size of the country and its demographics

      o     Business projections for the intended wireless service(s)

      o     Status of the USM products & systems (i.e.  early stage  development
            vs. turnkey system)

      o     Other factors


-----------------
* [*]  Confidential  information has been omitted and separately  filed with the
Securities and Exchange  Commission.  Confidential  treatment has been requested
with respect to the omitted portions.


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<PAGE>

The Parties will  determine the license  payment  amount on a country by country
basis,  taking into consideration all of the criteria described above.  However,
in no event will it be less than **.

The license  payments can be made in cash or stock.  A payment  schedule will be
determined a later.

ROYALTY  PAYMENTS:  The amount of royalty payments due to Photron by aeroTelesis
will be  mutually  agreed to by the  parties  at the time of  deployment  of the
product(s).  Such royalty payments shall be memorialized by an amendment to this
agreement or in  subsequent  agreements  entered into by the parties  which will
detail such royalty payments and shall be in writing.

TERM. This semi-exclusive and exclusive  commercial  relationship shall commence
upon the effective date of this Agreement for a period of ten (10) years.  After
this initial term,  this Agreement shall be renewed for successive five (5) year
terms  subject  to terms &  conditions,  which may be changed  if  necessary  or
appropriate,  that will be negotiated  between the Parties upon the commencement
of each new 5-year term.

      IV.   PRICING & PURCHASE OF USM PRODUCTS & SYSTEMS

For each wireless network that will be deployed, certain network equipment based
on the USM technology  (the "USM Products & Systems") will be required.  The USM
Products & Systems will be comprised of the following:

|X|   Handsets

|X|   Base Stations

|X|   Transceivers

|X|   Cell site infrastructure

|X|   Other network components and terminals

Pricing for the USM products & systems will be as  negotiated  by the parties as
such  purchases  are  made  or  agreed  to and  will  depend  upon  the  network
specifications and requirements.

Payments will be made in cash or through an irrevocable letter of credit.

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

* [*]  Confidential  information has been omitted and separately  filed with the
Securities and Exchange  Commission.  Confidential  treatment has been requested
with respect to the omitted portions.


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Other terms and conditions for the purchase of the USM products and systems will
be determined in the detailed

Manufacturing Contract or upon the placement of a specific purchase order.

V.    OTHER MATTERS

Any other business  matters that are not covered in this Agreement can be agreed
to only in writing between the Parties and will be attached to this Agreement as
an Addendum.

This  Agreement  is legal and  binding  upon the  Parties  under the laws of the
Republic of Singapore.


                                   SIGNATORIES

Photron Technologies Ltd.                       aeroTelesis, Inc.
Name: William Chan                              Name: Joseph Gutierrez
Title: Director                                 Title: President



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