AGREEMENT

                    FOR TECHNOLOGY COOPERATION & DEVELOPMENT


This Technology  Cooperation & Development  Agreement  ("Agreement") is made and
entered into on this 9th day of March 2004, by and between the following:

Photron Technologies Ltd. ("Photron"); and

aeroTelesis,  Inc. ("aeroTelesis")

aeroTelesis and Photron are hereinafter  jointly referred to as the "Parties" to
this  Agreement.  If  any  additional  provisions  needed  to be  made  to  this
Agreement,  the Parties  mutually agree to do so only in writing and will attach
any such written provisions as an Addendum to this Agreement.  Furthermore,  the
Parties  will  use  this  Agreement  as the  foundation  for a  more  definitive
agreement to be determined in the future and which will supercede this Agreement
in its entirety.

RECITALS

Whereas  Photron is a wireless  technology  company  specializing in the design,
development and integration of next generation wireless  transmission  methods &
techniques as well as other wireless systems & devices; and is the developer and
manufacturer of a proprietary ultra narrowband  technology called Ultra Spectral
Modulation ("USM"); and

Whereas  aeroTelesis is a global wireless  communications  services  company for
networks  such as mobile  wireless,  wireless  local loop,  Voice over  Internet
Protocol  (VoIP)  as well as  satellite  communications  and is  focused  in the
commercial deployment of new and higher generations of wireless networks; and

Whereas the Parties  entered into a License  Agreement  dated February 27, 2004,
for which it was  agreed  that  Photron  would  license  its USM  technology  to
aeroTelesis  for use in basic  telecommunication  services  on a  semi-exclusive
basis as well for use in satellite networks on an exclusive basis; and

Whereas  aeroTelesis has established  strategic  relationships with leading U.S.
satellite  companies  for  the  potential  integration  of  USM  into  satellite
communications  and can  initiate the  development  of other  possible  business
relationships  with wireless  technology  companies to pursue other applications
for USM in voice, data, & video networks; and

Whereas  aeroTelesis  has  organized a series of laboratory  demonstrations  for
Photron to  demonstrate to these  satellite  companies the high speed data rates
that USM can achieve in narrow bandwidth channels; and, furthermore, aeroTelesis
is arranging for additional laboratory demos to be followed by one or more field
trials in the U.S. and Southeast Asia; and


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<PAGE>

                                    AGREEMENT

                    FOR TECHNOLOGY COOPERATION & DEVELOPMENT


Whereas the Parties  recognize the opportunity to establish a formal  technology
cooperation and development relationship that will enable the Parties to closely
collaborate  in  the  commercial   development   USM  products  &  systems  that
aeroTelesis will deploy in its target markets.

Now,  therefore,  for and in  consideration  of the  foregoing  premises and the
mutual  covenants and  stipulations  hereinafter  set forth,  the Parties hereby
agree as follows:

1.    SCOPE OF THE TECHNOLOGY COOPERATION & DEVELOPMENT:

The primary scope of this Agreement  will comprise  technology  cooperation  and
development for the USM products and systems that aeroTelesis  intends to deploy
in its target markets  through its license from Photron.  This  cooperation  and
development is specifically applicable for the following network services:

o     Wireless Local Loop (WLL)

o     Mobile Voice & Data Networks

o     Satellite Communications

o     Voice over Internet Protocol (VoIP)

o     Others to be determined


The Parties recognize that each party has its own areas of expertise - including
but not limited to network design, engineering,  systems integration, and others
- and they endeavor to work in cooperation and collaboration with each other, as
necessary and subject to the  specifications  &  requirements  that  aeroTelesis
needs for its wireless networks, to maximize their skills for the development of
new and higher generations of wireless products & systems based upon USM.

2.    JOINT COMMUNICATION BETWEEN THE PARTIES

It is clearly  understood that the USM technology  requires further  development
prior  to  commercial  deployment  for  these  network  services  and  that  the
communication between the Parties for this Technology  Cooperation & Development
specifically  refers to the network services (as defined above) that aeroTelesis
intends to deploy. As necessary and appropriate, aeroTelesis will participate in
technical  discussions  and offer its  suggestions  and views on the  commercial
development of the USM technology for aeroTelesis'  networks.  Photron will also
encourage and/or request  aeroTelesis'  participation as and when it deems to be
most appropriate.

It is agreed that the Parties will maintain open lines of communication and will
regularly  update the other party on technical  issues or questions that need to
be  addressed.  If,  in the  future,  it is  determined  that a more  structured
communication system and regular meeting schedules need to be established,  then
the Parties will organize such.


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<PAGE>

                                    AGREEMENT

                    FOR TECHNOLOGY COOPERATION & DEVELOPMENT

At  this  time,  it is  recognized  by  Photron  that  the  Chairman  and CEO of
aeroTelesis, Dr. Jagan Narayanan, will lead most of the technical discussions on
behalf of  aeroTelesis;  and his  insights  and  guidance  are most  welcomed by
Photron.

3.    AREAS FOR TECHNICAL COOPERATION AND DEVELOPMENT

The Parties agree to share  knowledge and  expertise in the  development  of USM
products  and  systems  that will be  deployed  by  aeroTelesis  for its various
wireless  networks.  This  will  include  but not be  limited  to the  following
activities:

      o     Product definition and design

      o     Systems integration

      o     Identification   of  new   applications   and   upgrading   existing
            applications

      o     Identification  of new partnerships  with other wireless  technology
            companies

      o     Other areas

There may be other occasions when "out of the ordinary"  technical matters needs
to be addressed by the Parties.  As such, the Parties have the option to outline
such matter in writing and describe the steps that need to be taken. The Parties
can then approve the necessary action items as they determine to be best.

4.    LABORATORY FACILITIES

Photron  intends to establish a laboratory  facility  (the "Lab") in the Silicon
Valley  region.  The  purpose  of the  Lab is to  initially  integrate  the  USM
technology into a microchip,  such as a DSP or ASIC. Subsequently,  the Lab will
perform other commercialization activities, such as systems integration, related
to the development of the USM products & systems.

Photron  recognizes  the potential  need for  technical  input and guidance from
aeroTelesis,  since  aeroTelesis  will  deploy  the USM  products  & systems  in
multiple markets. Since aeroTelesis has expertise and knowledge of the technical
specifications and requirements for its wireless networks and has the ability to
provide  Photron with  technical  guidance and  product/systems  specifications,
Photron agrees to invite  aeroTelesis to visit the Lab as well as to potentially
provide working space for aeroTelesis  executives and/or technical staff to work
in conjunction with Photron's team at the Lab (under  Photron's  supervision) as
and when the situation is appropriate.

5.    TECHNICAL ADVISORY/CONSULTING SERVICES

There  may  be  times   when   aeroTelesis   can  help  to   provide   technical
advisory/consulting  services (the "Consulting  Services") for Photron that will
benefit both  Parties in respect of the  development  of USM and its  deployment
into the international  markets.  In particular,  such services may be useful to
raise the profile of USM in making it into a new wireless standard, like GSM and
CDMA are known as the predominant  wireless standards today. With respect to the
types of Consulting Services that aeroTelesis may be able to provide, they could
be the following:


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<PAGE>

                                    AGREEMENT

                    FOR TECHNOLOGY COOPERATION & DEVELOPMENT


      o     Technology validation activities

      o     Technology analysis and reviews

      o     Academic research studies

      o     Others

In  consideration  for the  Consulting  Services,  Photron will pay cash fees to
aeroTelesis on a case-by-case  basis, for which the amount of consideration will
be negotiated by the Parties upon the task and scope of work being defined.

In determining the Consulting Services that are necessary,  the Parties have the
option to proceed with two courses of action:

1.    Photron will identify the type of consulting service that it requires from
      aeroTelesis and will inform aeroTelesis in writing accordingly; OR

2.    aeroTelesis  will  identify  the type of  consulting  service  that it can
      provide to help benefit the USM technology  and will suggest,  in writing,
      the type of work to be done and its related  consulting  role  (subject to
      Photron's written approval)

Prior to any consulting services,  for either of the two options, being provided
by aeroTelesis,  the Parties will agree in writing to the nature of the activity
and amount of fees to be paid.

6.    CONFIDENTIALITY & NON-DISCLOSURE

Each party agrees to hold in the strictest confidence and not to disclose any of
the Confidential Information shared or exchanged hereunder, except to the extent
disclosure  thereof is necessary  to instruct any of its  employees or others in
its  operation or as required by law, and further  agrees and warrants  that its
officers,  directors,  agents, affiliates,  consultants and employees shall have
entered into  agreements not to disc lose any of such  Confidential  Information
prior to disclosure to them of any of such Confidential Information.

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

                                   SIGNATORIES

_____________________                           ________________________
Photron Technologies Ltd.                       aeroTelesis, Inc.
William Chan, Director                          Joseph Gutierrez, President


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