Exhibit
10.41  Patent
License Agreement between APPLIED
ELASTOMERICS, INC. and SSL AMERICAS, INC.  THIS
AMENDMENT ONE TO  AGREEMENT effective November 30, 2001
between APPLIED ELASTOMERICS, INC. and SSL AMERICAS, INC.  NOW, THEREFORE, this Agreement is amended as follows:  Revise Paragraphs §1.3(b)., §4.3., §4.3(b)., §4.3(c)., and §4.3(d) by changing the
word "Schedules" to read:
"Schedule". Revise Paragraph §1.3(b)
by changes in italics and strikeout to read: "1.3.
(b) Company may shall be first reviewed and determined by AEI
for a determination and§4.3." Revise Paragraphs §4.1(b)
by adding the word "is" before
"otherwise",and at §4.1(c) change the
number "15" to read
"30". Revise Paragraph §4.1(d)
to read: "4.1.
(d) Additionally SSL shall paid  pay to AEI its distributors, which
products shall not be used by AEI for purpose of resale." Revise
Paragraph§4.2(a)(ii)
by changing the year in parenthesis "2002"to read"2003". Revise Paragraphs §4.3(a)
by changing the word"initially"to
"initial" and 4.3(c) to read: "4.3.
(c) AEI shall notify Schedule B,unless
it is added pursuant to §4.2 and §4.3 on or before the
end of the three year time period." Revise Paragraph 7.3(b) to
read: "7.3. (b) Material Breach.  In the event
§4.1.  (except with respect
to the $66,000 product credit), §4.3.,§6.1(b).,
or under §3.1., §4.1. (except with respect to
the $66,000 product credit), §4.3., §6.1(b)., or §9.5(b) of
with §8.2(a) and (b)." Revise Paragraph 9.5(a) to
read: "9.5.
(a) a third than Company's full obligation shall terminate
this Agreement not be effective on the date of
such assignment to said third party;"  ALL other provisions of the
Agreement are unchanged.  IN WITNESS WHEREOF, the parties
have entered into this amendment effective even date with said Agreement.   APPLIED ELASTOMERICS, INC.
  SSL AMERICAS, INC.By:
  /s/  John Y. Chen
  
  By:
  /s/ Robert KaiserName:
  John Y. Chen
  
  Name:
  Robert KaiserTitle:
  President
  
  Title:
  Vice PresidentDate:
  April 29, 2002
  
  Date:
  April 30, 2002  1


APPLIED
ELASTOMERICS, INCORPORATED PATENT
LICENSE AGREEMENT  This Agreement, effective as of November 30,
2001 (the Effective Date) is between Applied Elastomerics, Incorporated (AEI),
a California corporation, with a principal place of business at 163 West Harris
Avenue, South San Francisco, CA 94080 and SSL Americas, Incorporated (Company),
a New Jersey corporation with a principal place of business at 3585 Engineering
Drive., Suite 200, Norcross, GA, 30092.  R E C I T A
L S  WHEREAS AEI owns and has rights to license
certain Patent Rights (as defined herein), covering certain compositions and
articles including articles set forth on Schedule B;  WHEREAS, Company has acquired (within the past
three years) a company and former AEI licensee (Silipos, Inc.,) and is
presently involved in the marketing of certain health care products set forth
on Schedule B;  WHEREAS, AEI claims certain Patent Rights set
forth on Schedule A; and Company seeks to obtain any required non-exclusive
Patent License for the products specified on Schedule B under all relevant
AEI Patent Rights including any future Patent Rights;  WHEREAS, it is recognized that AEI Patent
Rights are accorded the statutory presumption of validity under 35 U.S.C. 282, however,
Company, in entering into this Patent License Agreement makes no admission that
by payment of any royalty with respect to AEIs Patent Rights, the existence of
any claims of such Patent Rights are valid, and Company makes no admission that
any Licensed Products included on Schedule B are covered by, or in the
absence of this Patent License would infringe, one or more claims of the Patent
Rights;  WHEREAS, except for the patent dispute,
Company represents and warrants that prior to its acquiring Silipos, Inc., it
is not a past or present party in breach of any agreements with AEI;  WHEREAS, as a compromise between the parties
and pursuant to the preliminary understand of April 4, 2002, AEI is
prepared to grant and Company is prepared to accept a paid-up license for the
Patent Rights in the specified products Field in order to avoid patent
litigation;  NOW, THEREFORE, for the good and valuable
consideration as herein provided and the sufficiency of which is hereby acknowledged
by both parties, AEI and Company hereby agrees as follows:  1.Definitions.  1.1.Affiliateshall mean any legal entity
(such as a corporation, partnership, or limited liability company) that is
related to Company as a parent company, a subsidiary or a sister company,
including, but not limited to, SSL International plc or Silipos, Inc.  2


1.2.Field shall mean
the general health care field of products listed on Schedule B including
(i) consumer health care products, (ii) medical products, (iii) cosmetics
products, (iv) dermal products, (v) skin care
products, (vi) sports medical products, (vii) orthotic products, and (viii)
prosthetic products.  1.3.Licensed Product(s)
shall mean one or more health care products in the Field (not an Excepted
Product) which are developed, made or have made, used, offered for sale or
sold, exported or imported by Company as described and listed by Company item
number or optionally listed by a pre-marketing Company identification number
referenced by an accompanying drawing (so as to adequately identify such
Licensed Product as to its use, function, design or configuration adequate for
purposes of comparison as to its similarity or dissimilarity to other Licensed Products)
on Schedule B which is incorporated herein by reference as of the
Effective Data or later added as a New Licensed Product (defined in §1.4 and in
accordance with §4.2, §4.3, or becomes available at a later time as provided
for under §4.1(b)(c) below), that cannot be made or have made, used, offered
for sale, or sold, imported or exported in whole or in part, without infringing
one or more Valid Claims of the Patent Rights.  (a)Licensed Product(s) in
Schedule B shall be described and listed by item or pre-marketing
number(s) including any Excepted Product(s) defined below.  (b)Company may from time
to time add additional Licensed Products to Schedule B in accordance with
§4.1(b) and (c), §4.2 and §4.3. For a Licensed Product to be maintained and included
in Schedules B, a license for such product must be requested by Company and at
the time available pursuant to §4.1(b) and (c), §4.2 and §4.3; and any product
for which a license is requested by Company for inclusion in Schedule B shall
be first reviewed and determined by AEI for a determination as to whether it is
available or inclusion on Schedules B in accordance with §4.2 and §4.3.  1.4.Excepted Product(s)
shall mean any product(s) licensed to a Third Party Licensee exclusively prior
to the Effective Date or a Licensed Product for other specific uses which are
not available as of the Effective Date for reasons (i) such product was already
exclusively licensed for a specific use or otherwise to another prior to the
Effective Date, (ii) not included by Company on Schedule B as of the
Effective Data and subsequently licensed exclusively to a third party after the
Effective Date, or (iii) included on Schedule B, then dropped by Company
from Schedule B for failure to use commercially reasonable efforts to
market such Licensed Products (which commercial efforts can be shown by
inclusion of such Licensed Product continuously in its regularly published
sales catalogue within three year from the date of inclusion of such Licensed
product on Schedule B with written notice under §4.3(c)) and subsequently
requested by and exclusively licensed to a third party. The notation (*)
followed by the description of use shall identify any Licensed Product on Schedule B
which for reasons provided is not available for a specific use and qualifies as
an Excepted Product.  1.5.New Licensed Product
shall mean one or more different Licensed Product (other than a difference on
size, minor improvement or modification of an existing Licensed Product) which
is not an Excepted Product added to Schedule B in accordance with §4.2, and
§4.3 after the Effective Date of this Agreement.  2


1.6.Licensed
Product Dateshall mean the
Effective Date of this Agreement for Licensed Product(s) listed on Schedule B
on the Effective Date of this Agreement or the date a New Licensed Product is
approved and added to Schedule B.  1.7.AEI
Technical Information  shall mean
any technical information of AEI (then currently available) in the Field
relevant to Licensed Product(s) in accordance with §2.1(b) requested by Company
in writing which shall be transferred, communicated, or otherwise provided
under the Confidentiality Agreement of even date to Company on or after the
Effective Date.  Company agrees to reimburses AEI promptly for any costs and expenses incurred
by AEI in connection with providing such AEI Technical Information to Company
which shall include costs of reproduction, copying, shipping, transmitting,
facsimile costs, and telecommunication costs, and any appropriate Federal,
state, or local taxes on such technical information in printed form.  AEI Technical Information shall not be
interpreted to involve any Consulting Services as provided in §1.7(b) below.  (a)Additionally,
any AEI Technical Information which is provided by AEI to Company or by Company
to AEI shall be considered Confidential Information as defined in the
Confidentiality Agreement and shall be maintained in confidence by Company and
AEI in accordance with said Confidentiality Agreement.  (b)In
the event, Company may require and request Consulting Services (involving any
work including any performance of scientific or technical activities, any
technical assistance, any show how, any demonstrations, any work-ups, any wet
or physical chemistry, any experiments, any R & D involving the generation
of any work products, and the like other than available AEI Technical
Information) that relates to a specific Licensed Product listed on Schedule B
during the Term, Company shall make its request known in writing.  Based on such written request and the
identified scope of work involved, AEI will inform Company if AEI has the
expertise and capability to provide such services or if such services can or
can not be performed by AEI with its existing facilities and if AEI has the
expertise and is able to assist in providing such services of the scope request
by Company, then AEI will present a written estimate of time and cost for such
services to be billed at a current hourly rate of $2,500 per research man hour,
$1,500 per technician man hour, and $500 per administrative man hour plus any
costs of any materials, phone charges, copying services, and related costs of
equipment set up and usage time including any applicable taxes.  Such hourly rates are subject to change
without notice and the established rates current at the time of the request
shall be charged.  1.8.Patent
Rightsshall mean:  (a)the
United States and international patents listed on Schedule A including any
other United States and international patents in which the claims of such
patents read on the Licensed Products and are acquired or otherwise owned by
AEI during the Term of this Agreement in which the Valid Claims of said patents
read on the Licensed Products;  (b)any divisionals, continuations, and continuation-in-part
patents and patent application (and their relevant international equivalents)
of any patent noted in §1.8(a) which are directed  3


to subject matter
of Licensed Products listed on Schedule B and in the Field and disclosed
in the patents listed on Schedule A, and resulting patents;  (c)any patents resulting from reissues, reexaminations, or
extensions (and their relevant international equivalents) of the patents
described in (a) and (b) above; and  (d)any patents which AEI has acquired the right to license, or
owned by AEI during the Term of this Agreement, whether issued before or after
the Effective Date, that would be infringed by any Licensed Product or new
Licensed Product.  1.9.Term shall mean
the Term of this Agreement as further defined in §7.1.  1.10.Territory shall mean
worldwide.  1.11.Third Party Licensees
shall mean third parties who are licensed by AEI in the Field to make, use or
sell Licensed Products in the Field.  1.12.Valid Claims shall
mean a claim of any patent that issues on a pending patent application, and any
claim in an un-expired patent or patent whose expiration date has been extended
by law, contained in the Patent Rights, so long as such claim has not been (i)
disclaimed, withdrawn, canceled or abandoned by AEI, or (ii) finally rejected
or held invalid by a decision of a patent granting authority in a reexamination
or reissue procedure, or (iii) held invalid or unenforceable in a decision of a
court or competent body having jurisdiction.  2.Grant
of Rights.  2.1.License Grants.  Subject to the terms of this Agreement, AEI
hereby grants to Company:  (a)a
non-exclusive, paid-up license under its rights in the Patent Rights, to the
extent not prohibited by third party patents, to develop, make or have made,
use, offer to sell or sell, export or import Licensed Products in the Field and
throughout the Territory;  (b)a non-exclusive, paid-up license to use AEI Technical
Information in the Field provided in connection with the manufacture, use, or
sale of Licensed Products in the Territory.  (c)a
non-exclusive, paid-up license under its rights in the Patent Rights, to the
extent not prohibited by third party patents, to develop, make or have made,
use, offer to sell or sell, export or import Licensed Products Nos.: 1786 and
1788 for cosmetic use in the Field and throughout the Territory shall take
effect:  (i)on
the date an exclusive license for Third Party Licensed Products to Borghese
Trademarks, Incorporated (a qualified §1.11 and §2.5 Third Party Licensee)
reverts to a non-exclusive license or is otherwise canceled as evidenced by an availability
notice issued by AEI,  4


(ii)subject
to payments under §4.1(a)-(d) within 15 days from AEIs notice of availability
which payments upon receipt by AEI shall automatically remove the * mark from
the affected Licensed Products on Schedule B.  2.2.Authority.  AEI represents and warrants that in respect
to the Patent Rights that it has legal power to extend the rights granted to
Company in this Agreement.  2.3.Regarding Third Party
Licensees.  It is understood that
with respect to Licensed Products listed on attached Schedule B, AEI may
have already licensed such Licensed Products to Third Party Licensees on an
non-exclusive basis and that with regards to products not listed on Schedule B;
AEI may have already granted other Third Party Licensees medical or related
products on an exclusive (an Excepted Product) product basis or on a different
use product basis.  2.4.No Additional Rights.  Nothing in this Agreement shall be construed
no confer any rights upon Company by implication, estoppel, or otherwise as to
any technology or patent rights of AEI or any other entity other than the
Patent Rights related to Licensed Products, regardless of whether such rights
shall be dominant or subordinate to any Patent Rights.  2.5.Right to Additional
Products of Third Party Licensees. 
Company shall at any time during the Term have the right to add any
available (non-conflicting) Third Party licensed product including Expected
Products (which later becomes available) in the Field as a New License Product
in accordance with §4.1(b)(c), §4.2 and §4.3.  (a)With respect to this
Agreement, no license for Licensed Products listed on Schedule B is
granted herein by AEI which is known to conflicts with one or more products of
any Third Party Licensees identified by the notation * to be an Excepted
Product on Schedule B as of the Effective Date.  (b)AEI shall notify
Company in writing of the availability of the Excepted Products pursuant to
§4.1(b)(c) and of any Excepted Product that becomes
available which have been previously requested to writing by Company and will
give Company thirty (30) days notice for Company to accept or decline such
previously Excepted Products for inclusion on Schedule B prior to
licensing such products to another.  3.Company
Obligations Relating to Commercialization.  3.1.Indemnification.  (a)By Company.  Company shall indemnify, defend, and hold
harmless AEI and its trustees, officers, employees, and agents and their
respective successors, heirs and assigns (the Indemnitees), against any
liability, damage, loss, or expense (including reasonable attorneys fees and
expenses) incurred by or imposed upon any of the Indemnitees in connection with
any claims, suits, actions, demands or judgments arising out of any theory of
liability (including without limitation actions  5


in the form of
tort, warranty, or strict liability and regardless of whether such action has
any factual basis) concerning any Licensed Product.  (b)Procedures.  The Indemnitees agree to provide Company with
prompt written notice of any claim, suit, action, demand, or judgment for which
indemnification is sought under this Agreement. 
Company agrees, at its own expense, to provide attorneys reasonably
acceptable to AEI to defend against any such claim.  The Indemnitees shall cooperate fully with
Company in such defense and will permit Company to conduct and control such
defense and the disposition of such claim, suit, or action (including all decisions
relative to litigation, appeal, and settlement); provided, however, that any
Indemnitee shall have the right to retain its own counsel, at the expense of
Company, if representation of such Indemnitee by the counsel retained by
Company would be inappropriate because of actual or potential differences in
the interests of such Indemnitee and any other party represented by such
counsel.  Company agrees to keep AEI
informed of the progress in the defense and disposition of such claim and to
consult with AEI with regard to any proposed settlement.  (c)Insurance.  Company shall maintain commercial general
liability insurance, including product liability and errors and omissions
insurance which shall protect Company and Indemnitees with respect to events
covered by §3.1(a) above.  The limits of
such insurance shall not be less than One Million Dollars ($1,000,000) per
occurrence with an aggregate of Three Million Dollars ($3,000,000) for bodily
injury including death; One Million Dollars ($1,000,000) per occurrence with an
aggregate of Three Million Dollars ($3,000,000) for property damage; and One
Million Dollars ($1,000,000) per occurrence with an aggregate of Three Million
Dollars ($3,000,000) for errors and omissions. 
Company shall continue to maintain such insurance or self insurance
after expiration or termination of this Agreement during any period in which
Company or any Affiliate continues (i) to make, use, or sell a product that was
Licensed Product under this Agreement and thereafter for a period of two (2)
years.  3.2.Use of AEI or Company
Name.  Neither Company nor AEI shall
use any of the others name, trademark or service mark, or any variation,
adaptation, abbreviation thereof, nor discloses any terms of this Agreement in
any promotional material or other public announcement without the prior written
consent of the other.  The foregoing
notwithstanding, without the consent of the other AEI and Company may state
that it is licensor or licensee respectively of one or more of the patents
comprising the Patent Rights and may disclose such information in any
prospectus, offering memorandum, or other document or filing required by
applicable securities laws or other applicable law or regulation.  3.3.Marking of Licensed
Products.To
the extent commercially feasible and consistent with prevailing business
practices, Company shall mark, and shall cause its Affiliates to mark, all
Licensed Products that are manufactured or sold under this Agreement with the
number of each issued patent under the Patent Rights that applies to such
Licensed Product in which the Valid Claims of said patents read on the Licensed
Products as determined by Company.  3.4.Compliance with Law.  Each of AEI and Company shall use reasonable
commercial efforts to comply with, and shall ensure that its Affiliates use
reasonable commercial efforts to comply  6


with, all commercially material local, state, federal, and
international laws and regulations relating to the development, manufacture,
safety, use, and sale of Licensed Products.  4.Consideration
for Grant of Rights.  4.1.Paid-Up License Fee.
In partial consideration of the rights granted Company under this Agreement,
Company shall pay to AEI by April 30, 2002 a paid-up license fee:  (a)of
Three Million One Hundred Thousand ($3,100,000.00) dollars.  (b)of which amount
Company shall retain Six Hundred Thousand ($600,000.00) Dollars to be paid in
the event the exclusive license for cosmetic use of glove and sock (Expected
Products similar to medical use Licensed Products Nos.: 786 and 788 of Schedule B)
to Borghese Trademarks, Incorporated (a qualified §1.11 and §2.5 Third Party
Licensee) reverts to a non-exclusive license or otherwise canceled; and upon
such reversion or cancellation, AEIs grant of non-exclusive cosmetic use
license to Company shall then be effective under §2.1(c), (i) and (ii).  (c)Company shall pay AEI
the retained §4.1(b) amount of Six Hundred Thousand ($600,000.00) dollars
within 15 days from the date of AEIs written notice of the availability of a license
for cosmetic use of Licensed Products Nos.: 786 and 788 which availability
shall remain open for 30 days from the date of notice.  In the event of non-payment by Company by the
end of the 15 day period from the date of AEIs notice of availability, this
Agreement shall automatically terminate without recourse.  (d)Additionally, in the
event, the Licensed Product (Nos.: 786 and 788) availability notice for the
cosmetic use of gel glove and sock is issued by AEI within thirty (30) days
from the last date of execution of this Agreement, SSL shall paid AEI an
additional sum of Sixty Six Thousand ($66,000.00) Dollars and a credit of Sixty
Six Thousand ($66,000.00) Dollars to AEI to use on or before April 30,
2004 to purchase Silipos products pursuant to Silipos price list less normal
discounts to its distributors.  (e)The Paid-up license
fee or fees (under §4.1) is non-refundable and not creditable against any other
payments due to AEI under this Agreement.  4.2.Product Fee Payment.  For each additional New Licensed Product(s)
added to Schedule B after the Effective Date, Company shall pay AEI a
non-refundable administrative Product Fee of One Thousand Dollars ($1,000.00)
for each New Licensed Product(s) so added under §4.3 with the following exceptions:  (a)Company shall have
the right to add any New Licensed Product to Schedule B without the
payment of the Product Fee Payment provided:  (i)such New Licensed
Product is determined by AEI to be a non-conflicting, existing, non-exclusive
Licensed Product licensed to a Third Party Licensee prior to the Effective
Date, or  7


(ii)any New Licensed
Product not listed on Schedule B as of April 30, 2002, but is later
included in the next published catalogue (by April 30, 2002) of Silipos
may be added to Schedule B as a New Licensed Product with the condition
that such New Licensed Product (as determined in accordance with §4.3) is not
an Excepted Product and not an exclusively licensed product to a Third Party
Licensee prior to the Effective Date.  (b)In the event a
Licensed Product is dropped for at least one year by Company from Schedule B
for failure to use commercially reasonable efforts to market such Licensed
Products as described in §1.4 (iii)  and §4.3, Company shall have the right
to add the previous listed Schedule B Licensed Product as a New Licensed Product
without the payment of the Product Fee, provided said Licensed Product had not
been licensed exclusively to a third party during the one year hiatus.  4.3.New Licensed Product
Notices and Samples.  Prior to
marketing of any New Licensed Product, Company shall notify AEI in writing of
its desire to market any New Licensed Product stating in such notice the
description and proposed item number of the New Licensed Product it wishes to
add to Schedules B and the marketing date(s), if any.  Company shall, as provided for in §4.2,
include with such notice the appropriate Product Fee Payment.  (a)AEI will have an
initially two weeks from the date of such notice to determine if companys
notification to develop and market such New Licensed Product is any Excepted
Product or conflicts with any product already licensed to any Third Party
Licensees.  If AEI needs additional time
to review or evaluate whether a conflict exists, AEI shall have an additional,
automatic one-month period of time to respond to Company and thereafter AEI can
request an additional amount of time in writing notifying Company of the
additional time needed to make its determination and such request for any
additional reasonable amount of time shall not be denied by Company.  (b)AEI will add the New
Licensed Product in Schedules B provided such New Licensed Product is not in
conflict with any product licensed to Third Party Licensees.  Any failure by AEI to respond to such
notification within the two-week period shall be deemed a confirmation by AEI
that it will add the applicable New Licensed Product to Schedule B
hereto.  In the event of conflict, AEI
will notify Company in writing and refund to Company the Product Fee
payment.  If there is no conflict,
Company shall exert commercially reasonable efforts to begin marketing such New
Licensed product (as evidenced by inclusion of such Licensed Product in its
regularly published sales catalogue within three years from the date of
inclusion of such Licensed product on Schedule B).  (c)AEI shall notify
Company in writing at least Thirty (30) days prior to the end of the three year
time period for marketing the affected New License Product(s) and should
Company fail to market the New Licensed Product by the end of the time period,
the New Licensed Product will automatically be dropped (without recourse) from
Schedules B.  (d)Regarding Licensed
Products listed on Schedule B, and before commencing the sale of any New
Licensed Product, Company shall send to AEI without charge six (6) samples of
all Licensed Products and a up-to-date description and
definition of any New Licensed Product identified by  8


trademark and item number.  Upon receipt of the samples of New Licensed
Products, AEI will examine and compare the samples and its up-to-date
description and definition with the corresponding New Licensed Product as
defined, described and listed on Schedules B to determine if the sample is
substantially the same as the New Licensed Product listed on the Schedule.  In the event that the sample is materially
different from the listed new Licensed product, then
the description and definition of the New licensed product listed on Schedule B
will be amended to conform to the corresponding sample and its up-to-date
description and definition submitted by Company.  In the event AEI determines that the function
of the submitted samples of any Licensed Product on Schedule B are
different or the samples are materially different from the description and
definition listed on Schedule B, or any samples qualify as Excepted
Products, or any samples conflict with any products already licensed to any
Third Party Licensees, AEI will notify Company in writing of its determination
and Company agrees to abide by such determination and abandon marketing any
conflicting products (as represented by the sample product submitted by Company
to be conflicting).  5.Payments.  5.1.Payments in U.S.
Dollars.  All payments due under this
Agreement shall be payable in United States dollars.  Conversion of foreign currency to U.S.
dollars shall be made at the conversion rate existing in the United States (as
reported in the Wall Street Journal) on the last working day of the calendar
quarter preceding the applicable payment date. 
Such payments shall be without deduction of exchange, collection, or
other charges, and, specifically, without deduction of withholding or similar
taxes or other government imposed fees or taxes.  5.2.Late Payments.  Any payments by Company that are not paid on
or before the date such payments are due under this Agreement shall bear
interest, to the extent permitted by law, at ten (10%) percent annual interest
rate compounded daily, which interest shall be calculated based on the number
of days that payment is delinquent.  5.3.Method of Payment.  All payments under this Agreement should be
made payable to Applied Elastomerics, Incorporated and sent to the address
identified below.  Each payment should
reference this Agreement and identify the obligation under this Agreement that
the payment satisfied.  6.Past
Sales and Infringement.  6.0.Companys Past Sales.  Company agrees to pay AEI 6% royalty on all
past sales of all gel products sold by company in accordance with §6.2 which
payment will be held in abeyance without interest until the 3rd anniversary
date from the Effective Date. Of Companys past sales, AEI shall forgive a
fraction of (1/3) of the total past sales on the anniversary date of each year
during the Term of this Agreement.  The
(1/3) forgiveness is granted to Company each year provided Company fully and
faithfully discharges all obligations undertaken by it in this Agreement for at
least three (3) years.  Failure by
Company to so discharge its obligations shall constitute a waiver of the
benefits of this paragraph and shall forthwith restore to AEI its full rights
as they existed on the date of this Agreement. 
In the event, this Agreement is terminated by Company for whatever
reasons before November 30, 2004, Company  9


shall pay AEI 6%
on all past sales remaining on the date of Termination less the (1/3) fraction
of royalties due for each year Company performed under this Agreement.  6.1.Notification of
Infringement and Infringement Activities. 
Company agrees to provide written notice to AEI promptly after becoming
aware of any infringement of the Patent Rights. 
During the Term of this Agreement, while Company enjoys the use of the
rights granted under the Patent Rights, Company agrees not to
intentionally or unintentionally, directly or indirectly frustrate AEIs
enforcement of any Valid Claims of the Patent Rights.  (a)In partial consideration
of the rights granted Company under this Agreement, Company shall not knowingly
or upon being notified by AEI of infringement by any third party, purchase
directly or indirectly any License Products listed on Schedule B from any
supplier or from a party which has been notify by AEI of infringement;  (b)In partial
consideration of the rights granted Company under this Agreement, Company shall
not make, use offer to sell, or sell under this Agreement any products covered
by Patent Rights other than License Products of Schedule B.  (c)In partial
consideration of the rights granted Company under this Agreement, Company shall
not participate directly or indirectly in the infringement of or involved in
activities having the purpose or intent to frustrate AEIs enforcement of its
Patent Rights or to frustrate the enjoyment of Patent Rights by qualified Third
Party Licensees.  In the event AEI
notifies Company of such infringement or infringing activity and should Company
fail to cease such infringement or terminate its involvement in such infringing
activity within thirty (30) days after receiving written notice thereof, AEI
may terminate this Agreement upon written notice to Company which termination
shall be effective on the post mark date of such notice.  6.2.AEI Right to
Prosecute.  AEI shall have the right,
at its sole discretion, to prosecute any infringement or answer and declaratory
judgment action, under its sole control and at its sole expense, and any
recovery obtained shall be given to AEI.  6.3.Cooperation.  Company agree to cooperate fully in any
action under this Section which is controlled by AEI, provided that AEI
reimburses the Company promptly for any costs and expenses incurred by Company
in connection with providing such assistance.  7.Term
and Termination.  7.1.Term. This
Agreement shall commence on the Effective Date and shall remain in effect until
the expiration, invalidation or abandonment of all issued patents within the
Patent Rights, unless earlier terminated in accordance with the provisions of
this Agreement.  7.2.Voluntary Termination
by Company.  Company shall have the
right to terminate this Agreement, for any reason, (i) upon at least six (6)
months prior written notice to AEI, such notice to  10


state the date at least six (6) months in the future upon which
termination is to be effective, and (ii) upon complying with all terms and
obligations of the Agreement, including payment of all amounts due to AEI
through such effective date under the Agreement.  7.3.Termination for
Default.  (a)Nonpayment. In
the event Company fails to pay any amounts due and payable to AEI hereunder
(except for payment under §4.1(c)), and fails to make such payments within
thirty (30) days after receiving written notice thereof, AEI may terminate this
Agreement upon written notice to Company.  (b)Material Breach.
In the event Company commits a material breach under §3.1., §4.1., §4.3.,
§6.1(b)., §9.5(b) of its obligations under this Agreement and fails to cure
that breach within thirty (30) days after receiving written notice from AEI,
AEI may terminate this Agreement upon written notice to Company. In the event
Company or AEI commits a material breach other than under §3.1., §4.1., §4.3.,
or §6.1(b) of its obligations under this Agreement and fails to cure that
breach within thirty (30) days after receiving written notice thereof, the
non-breaching party may pursue whatever remedies are available at law. Prior to
instituting legal proceedings, the parties shall seek to resolve any dispute in
accordance with §8.2(a) and (b).  (c)Cease Make, Use
and Sell. Company agrees that upon the termination of this Agreement as
herein provided, it will forthwith cease to manufacture and/or sell Licensed
Products that are covered by the Patent Rights and will not for the period of
time during which AEI remains assignee and has legal power of the patents
specified in the Patent Rights and that such patents are enforceable and valid,
engage either directly or indirectly in the manufacture or sale of Licensed
Products. Notwithstanding the above, Company shall have the right to sell-off
its inventory as of the date of Termination.  7.4.Force Majeure.
Neither party will be responsible for delays resulting from causes beyond the
reasonable control of such party, including without limitation fire, explosion,
flood, war, strike, or not, provided that the non performing party uses
commercially reasonable efforts to avoid or remove such causes of
nonperformance and continues performance under this Agreement with reasonable
dispatch whenever such causes are removed.  7.5.Effect of Termination.
The following provisions shall survive the expiration or termination of this
Agreement: Sections §1, §7, §8, and §9, including §2.4., §3.1., §3.2., §3.3.,
§3.4., §4.1., §4.2., §4.3., §5.1., §5.2., §5.3., §6.0., §6.1., §6.2., §6.3.,
§7.1., §7.2., §7.3., §7.4., §7.5., §8.1., §8.2., §8.3., §9.4., §9.5., §9.6.,
§9.7., §9.8., §9.9., §9.10., and §9.11. Upon the early termination of this
Agreement, Company and its Affiliates may complete and sell any
work-in-progress and inventory of Licensed Products that exist as of the
effective date of termination, provided that (i) Company is current in payment
of all amounts due AEI under this Agreement, and (ii) Company and its
Affiliates shall complete and sell all work-in-progress and inventory of
Licensed Products.  11


8.Dispute
Resolution.  8.1.Mandatory Procedures.
The parties agree that any dispute arising out of or relating to this Agreement
shall be resolved solely by means of the procedures set forth in this Section,
and that such procedures constitute legally binding obligations that are an
essential provision of this Agreement; provided, however, that all procedures
and deadlines specified in this Section may be modified by written
agreement of the parties. If either party fails to observe the procedures of
this Section, as may be modified by their written agreement, the other party
may bring an action for specific performance of these procedures in any court
of competent jurisdiction.  8.2.Dispute Resolution
Procedures.  (a)Negotiation.
In the event of any dispute arising out of or relating to this Agreement, the
affected party shall notify the other party, and the parties shall attempt in
good faith to resolve the matter within ten (10) days after the date of such
notice (the Notice Date). Any disputes not resolved by good faith discussions
shall be referred to the Technology Licensing Office at AEI and to a senior
executive for the Company (collectively, the Executives), who shall meet at a
mutually acceptable time in San Mateo County, California within thirty (30)
days after the Notice Date and attempt to negotiate a settlement.  (b)Mediation. At
the earlier of: (a) the matter remains unresolved within sixty (60) days after
the Notice Date, or if the Executives fail to meet within thirty (30) days
after the Notice Date, either party may initiate mediation upon written notice to
the other party, whereupon both parties shall engage in a mediation proceeding
under the then current Center for Public Resources (CPR) Model Procedure for
Mediation of Business Disputes, except that specific provisions of this Section 9
shall override inconsistent provisions of the CPR Model Procedure. The mediator
will be selected from the CPR Panels of Neutrals. If the parties cannot agree
upon the selection of a mediator within ninety (90) days after the Notice Date,
then upon the request of either party, the CPR shall appoint the mediator. The
parties shall attempt to resolve the dispute through mediation until one of the
following occurs; (i) the parties reach a written settlement; (ii) the mediator
notifies the parties in writing that they have reached an impasse; (iii) the
parties agree in writing that they have reached an impasse; or (iv) the parties
have not reached a settlement within one hundred and twenty (120) days after
the Notice Date.  (c)Trial Without Jury. If the parties fail to resolve the dispute
through mediation, or if neither party elects to initiate mediation, each party
shall have the right to pursue any other remedies legally available to resolve
the dispute, provided, however, that the parties expressly waive any right to a
jury trial in any legal proceeding under this Section 9.  8.3.Preservation of Rights
Pending Resolution.  (a)Performance to
Continue. Each party shall continue to perform its obligations under this
Agreement pending final resolution of any dispute arising out of or relating to
this Agreement; provided, however, that a party may suspend performance of its
obligations during any period in which  12


the other party
fails or refuses to perform its obligations. Nothing in this Section is
intended to relieve Company from its obligation to make payments pursuant to Section 4
of this Agreement.  (b)Provisional
Remedies. Although the procedures specified in this Section 8 are the
sole and exclusive procedures for the resolution of disputes arising out of or
relating to this Agreement, either party may seek a preliminary injunction or
other provisional equitable relief if, in its reasonable judgment, such action
is necessary to avoid irreparable harm to itself or to preserve its rights
under this Agreement.  (c)Statute of
Limitations. The parties agree that all applicable statutes of limitation
and time based defenses (such as estoppel and laches) shall be tolled while the
procedures set fourth in §8.3.(a) and §8.3(b) are
pending.  The parties shall cooperate in
taking any actions necessary to effectuate this result.  9.Miscellaneous.  9.1.No Representations or
Warranties.  EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER COMPANY NOR AEI MAKES ANY REPRESENTATIONS
OR WARRANTIES OF ANY ;KIND CONCERNING THE PATENT
RIGHTS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON INFRINGEMENT, VALIDITY
OF PATENT RIGHTS CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT
OR OTHER DEFECTS, WHETHER, OR NOT DISCOVERABLE. 
Specifically, and not to limit the foregoing, AEI makes no warranty or
representation (i) regarding the validity or scope of the Patent Rights, (ii)
that the exploitation of the Patent Rights or any Licensed Product will not
infringe any patents or other intellectual property rights of AEI or of a third
party, and (iii) that AEI or a third party is not currently infringing or will
not infringe the Patent Rights.  N NO EVENT SHALL COMPANY, ITS TRUSTEES,
DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES OR AEI, ITS TRUSTEES, DIRECTORS,
OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST
PROFITS, REGARDLESS OF WHETHER COMPANY OR AEI SHALL BE ADVISED, SHALL HAVE
OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE
FOREGOING.  9.2.Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.  9.3.Headings.  All headings are for convenience only and
shall not affect the meaning of any provision of this Agreement.  9.4.Binding Effects.  This Agreement shall be binding upon and
insure to the benefit of the parties and their respective permitted successors
and assigns.  13


9.5.Assignment. This Agreement may be assigned by the Company to:  (a)a third party without the written consent of
AEI provided said third party states in writing that it accepts the provisions
of this Agreement and agree to become in all respects bound thereby in the
place and stead of Company.  An
assignment by Company involving less than all the provisions of this Agreement
or less than companys full obligation and responsibility under the Agreement
shall terminate this Agreement effective on the date of such assignment to said
third party;  (b)with the proviso, Company agrees that for a
period of three (3) years from the Effective Date, Company shall not assign
this Agreement to a member or related member of the management of Silipos,
Inc., as it existed prior to the acquisition of Silipos, Inc., by SSL International
plc.  9.6.Amendment and Waiver.  This
Agreement may be amended, supplemented, or otherwise modified only by means of
a written instrument signed by both parties. 
Any waiver of any rights or failure to act in a specific instance shall
relate only to such instance and shall not be construed as an agreement to
waive any rights or fail to act in any other instance of whether or not
similar.  9.7.Governing Law.  This
Agreement and all disputes arising out of or related to this Agreement, or the
performance, enforcement breach or termination hereof, and any remedies
relating thereto, shall be construed, governed, interpreted and applied in
accordance with the laws of the State of California, U.S.A., without regard to
conflict of laws principles, except that questions affecting the construction
and effect of any patent shall be determined by the law of the country in which
the patent shall have been granted.  9.8.Notice.  Any notices required or
permitted under this Agreement shall be in writing, shall specifically refer to
this Agreement, and shall be sent by hand, recognized national overnight
courier, confirmed facsimile transmission, confirmed electronic mail, or
registered or certified mail, postage prepaid, return receipt requested, to the
following addresses or facsimile numbers of the parties:  If to AEI:
  
  Applied Elastomerics, Inc.,163 West Harris AvenueSouth San Francisco, CA 94080Attention:
  
  John Y. Chen, PresidentTel: 650-827-1388  Fax: 650-827-1389If to Company:
  
  SSL- Americas Inc.,3585 Engineering Drive, Second FloorNorcross, GA 30092-9214Attention:
  
  Stuart Heap, President and CEOCopy to: Robert Kaiser, General CounselTel: 770 582-2170  Fax: 770 582-2232  All notices under this Agreement shall be deemed
effective upon receipt.  A party may
change its contact information immediately upon written notice to the other
party in the manner provided in this Paragraph.  14


9.9.Severability.  In the event that any provision of this
Agreement shall be held invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect any other provisions of this
Agreement, and the parties shall negotiate in good faith to modify the
Agreement to preserve (to the extent possible) their original intent.  If the parties fail to reach a modified
agreement within sixty (60) days after the relevant provision is held invalid
or unenforceable, then the dispute shall be resolved in accordance with the procedures
set forth in Section 9.  While the
dispute is pending resolution, this Agreement shall be construed as if such
provision were deleted by agreement of the parties.  9.10.Excuse of Performance.  In the event that lawful performance of this
Agreement or any part hereof by either party shall be delayed, prevented or
impossible by any circumstance reasonably beyond its control such as acts of
God, fire, explosion, mechanical breakdown, strikes, other labor trouble, plant
shutdown, unavailability of or shortage of any material necessary for
manufacturing Licensed Product From any sources, or as a consequence of any
law, regulation, order, rule, direction, priority, seizure, allocation,
requisition, or any other official action by any department, bureau, board,
administration or other instrumentality or agency or any government or
political subdivisions thereof having jurisdiction over such party, such party
shall not be considered in default hereunder by reason of any failure to
perform occasioned thereby.  9.11.Entire Agreement.  Except for the Confidential Agreement
referred to in §1.7, this Agreement constitutes the entire agreement between
the parties with respect to its subject matter and supersedes all prior
agreements or understandings between the parties relating to its subject
matter.  IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by the duly authorized representatives on the
date(s) set forth below.  APPLIED ELASTOMERICS, INC.(AEI)
  SSL AMERICAS, INC. (Company)By:
  /s/  John Y. Chen
  
  By:
  /s/ Robert KaiserName:
  John Y. Chen
  
  Name:
  Robert KaiserTitle:
  President
  
  Title:
  Vice PresidentDate:
  April 25, 2002
  
  Date:
  April 30, 2002ATTEST:
  /s/ [ILLEGIBLE]
  
  ATTEST:
  /s/ [ILLEGIBLE]Secretary
  Secretary(Seal)
  (Seal)  15