EXHIBIT 10.11

             _________________________________

                    SECOND AMENDMENT TO

                LICENSE AND SUPPLY AGREEMENT

                       by and between

                    FLEX PRODUCTS, INC.

                            and

                     SICPA HOLDING S.A.

             _________________________________
      
                     December 22, 1998



                    SECOND AMENDMENT TO
                    ===================
                LICENSE AND SUPPLY AGREEMENT
                ============================

      SECOND AMENDMENT TO AGREEMENT dated December 22, 1998,

by and between Flex Products, Inc., a Delaware corporation

("Flex") and SICPA HOLDING S.A., a Swiss registered company

("SICPA").

                    W I T N E S S E T H:

      WHEREAS, Flex and SICPA are currently parties to a

License and Supply Agreement dated as of December 2, 1994

and amended as of November 19, 1997 providing for the

purchase and sale of optically variable pigment ("OVP") (as

amended, the "1994 Agreement");

      WHEREAS, Flex and SICPA wish to further amend the 1994

Agreement by means of this Second Amendment to the 1994 Agreement;

      NOW, THEREFORE, in consideration of the mutual

agreements hereinafter set forth, the parties hereby agree as follows:

      Section 1.1.1(b) shall be amended and replaced to read

in full as follows:

      The Memorandum of Alliance by and between SICPA
     and Flex, dated March 9, 1993, and the Joint
     Venture Agreement by and between SICPA and Flex,
     dated July 1, 1993, and any committees established
     pursuant thereto are terminated.  The parties
     agree to establish a new committee (the
     "Committee") which shall meet at least twice
     yearly to review prevailing market conditions and
     trends and consider possible joint product
     development efforts.

      Section 3 of the 1994 Agreement shall be amended and

replaced to read in full as follows:

           3.  Changes to Price and Quantity.  During
      the period from March 1, 2001 through June 30,
      2001 and the period March 1, 2005 through
      June 30, 2005, the parties shall discuss what
      the price and quantity terms of this Agreement
      shall be for the period 11/1/2001 through
      10/31/2005 and 11/1/2005 through 12/31/2009
      respectively.  In the event that the parties
      cannot agree to any other provisions, the price
      for OVP shall be the price set forth in
      Section 4, as adjusted by Section 5.6 for the
      period ended 10/31/2001, the minimum and maximum
      quantities for the period 11/1/2001 through
      10/31/2005 shall be the minimum and maximum
      quantities for periods from and after 11/1/2001
      (as set forth in Section 5.1(a)), and the
      minimum and maximum quantities for the period
      11/1/2005 through 12/31/2009 shall be the same
      as for the year ended 10/31/2005 (prorated on a
      month-for-month basis for the period from
      11/1/2009 to 12/31/2009).

      Section 4.3 of the 1994 Agreement shall be amended and

replaced to read in full as follows:

           4.3  Price Adjustment.  The price per kilogram shall be as
                set forth below without adjustment pursuant to Sections 4.2
                and 5.6 from November 1, 1997 through October 31, 1999:
           
                                    Base Price/Kg (before
                                    increases pursuant to
      Purchases per Year            Sections 4.2 and 5.6)
     -------------------            ---------------------

             [CONFIDENTIAL TREATMENT REQUESTED]


           The price per kilogram shall be as set
      forth below without adjustment pursuant to
      Sections 4.2 and 5.6 from November 1, 1999
      through October 31, 2001:
                                    Base Price/Kg (before
                                    increases pursuant to
                Year                Sections 4.2 and 5.6)
              --------              ---------------------

             [CONFIDENTIAL TREATMENT REQUESTED]


      The table set forth in 5.1(a) of the 1994 Agreement

shall be amended and replaced to read in full as follows:

           5.1  Minimum Annual Purchases.

                5.1(a) Minimum Purchases Necessary to
      Maintain Exclusive License.  The parties agree
      that SICPA shall purchase from Flex minimum
      amounts (each a "Minimum") of OVP set forth
      below for the periods indicated:


           Year           Minimum             Maximum
         --------        ---------           ---------

             [CONFIDENTIAL TREATMENT REQUESTED]

      In addition, for the periods shown below, SICPA shall
also purchase the following amounts (the "Incremental
Amounts") of OVP, in addition to the Minimums, as set forth
below for the periods indicated:

           Year           Incremental Amounts
         --------         -------------------

             [CONFIDENTIAL TREATMENT REQUESTED]

      Section 14 of the 1994 Agreement shall be amended and

replaced to read in full as follows:

           14.  Liquidated Damages for Cancellation or
      Breach.  SICPA acknowledges:  (i) that the price
      specified for the sale of OVP in Section 4.3
      above is based on the commitment of SICPA to
      purchase the entire minimum quantity specified
      hereunder; (ii) that Flex has advised SICPA that
      the price specified is substantially below the
      price that Flex would normally charge for the
      OVP and is being specially allowed by Flex as a
      concession to help SICPA develop the market for
      its inks using OVP; and (iii) that Flex has
      further advised SICPA that Flex's binding itself
      to SICPA on an exclusive basis for the Exclusive
      Products and the Fields during the Term will
      cause Flex to forego the opportunity to pursue
      other business opportunities for the commercial
      exploitation of OVP manufactured by it.  The
      parties agree that if SICPA were to breach its
      covenant to purchase the minimum quantity of OVP
      during the Term the resulting damages would be
      impracticable or extremely difficult to
      determine, because of Flex's inability to
      establish with certainty the magnitude and
      extent of the opportunities lost due to its
      exclusive commitment to the SICPA Parties
      hereunder.  Because of this difficulty the
      parties agree that, in the event of the
      termination of this Agreement because of such
      breach or in the event SICPA cancels this
      Agreement before the Term expires or fails to
      purchase the minimum amount of OVP required to
      be purchased during any of the periods running
      from 1/1/1995 through 10/31/2001, 11/1/2001
      through 10/31/2005 or 11/1/2005 through
      12/31/2009, SICPA shall pay damages to Flex as
      follows:

      The "OVP Shortfall" for the period shall be
      calculated by subtracting the aggregate amount
      of OVP purchased during the entirety of such
      period from the sum of the Minimum purchase
      requirements for the entire period.  The damages
      shall then be calculated from the following
      table:

        OVP Shortfall                    Damages
        -------------                    -------

            [CONFIDENTIAL TREATMENT REQUESTED]

     For example, if this Agreement is terminated during the
     second period 11/1/2001-10/31/2005 and total purchases
     over the second period were [CONFIDENTIAL TREATMENT
     REQUESTED] kg less than the Minimum(so the OVP
     Shortfall is [CONFIDENTIAL TREATMENT REQUESTED]kg), the
     amount of liquidated damages for the second five-year
     period would be [CONFIDENTIAL TREATMENT REQUESTED]or
     [CONFIDENTIAL TREATMENT REQUESTED]plus liquidated
     damages for the third period based upon the OVP
     Shortfall for that period.  The OVP Shortfall for the
     third period 11/1/2005-12/31/2009 will be based upon
     the Minimum quantities in effect for annual periods
     after 11/1/2001, i.e., [CONFIDENTIAL TREATMENT
     REQUESTED] kg.  Unless the parties otherwise agree
     pursuant to Section 3, the Minimum quantities would be
     [CONFIDENTIAL TREATMENT REQUESTED] kg per year and the
     OVP Shortfall for the period 11/1/2005 - 12/31/2009
     would be [CONFIDENTIAL TREATMENT REQUESTED] kg.
      
           In addition to liquidated damages for OVP
      Shortfalls, SICPA shall pay the sum of [CONFIDENTIAL
      TREATMENT REQUESTED] per kilogram for Incremental
      Amounts of OVP not purchased as required pursuant
      to Section 5.1(a)(the "Incremental Liquidated Damages").
      Incremental Liquidated Damages shall be payable
      within 30 days of the end of any period during
      which Incremental Amounts of OVP were not
      purchased as required pursuant to Section
      5.1(a).  The maximum amount of Incremental
      Liquidated Damages shall be [CONFIDENTIAL
      TREATMENT REQUESTED]. Notwithstanding anything
      to the contrary in this Agreement, such
      Incremental Liquidated Damages shall be the sole
      remedy for Flex in the event that SICPA fails to
      purchase the Incremental Amounts required
      pursuant to Section 5.1(a), and Flex shall have
      no other remedy under this Agreement with
      respect to such failure to purchase Incremental
      Amounts including, without limitation, no right
      to terminate this Agreement pursuant to Section
      15 and no right to take any action or invoke any
      remedy under Section 5.1(a).
      
           In partial consideration for the increases
      in quantities of OVP, pricing for OVP and
      liquidated damages over the 1994 Agreement, Flex
      hereby agrees to increase its capacity for the
      production of OVP.  This undertaking is set
      forth in detail in that certain Capital
      Equipment Request presented to the Flex Board of
      Directors on November 19, 1998, a copy of which
      has been delivered to representatives of SICPA
      who were present as Directors.  In the event
      Flex is unable to fulfill its obligations to
      deliver OVP as required by this agreement, the
      quantities of OVP required to be purchased by
      SICPA pursuant to Section 5.1(a) shall be as set
      forth in the 1994 Agreement prior to this Second
      Amendment and the provisions of Exhibit E
      attached hereto, which replaces the Exhibit E
      attached to the 1994 Agreement, shall become
      effective.

      Section 17 of the 1994 Agreement shall be amended and

replaced to read in full as follows:

           17.  Notices.  All notices hereunder shall
      be in writing and shall be deemed to have been
      given either (i) when received, if delivered in
      person or transmitted by tested telex or
      facsimile, or (ii) three business days after
      having been mailed by registered or certified
      mail addressed as follows:

      To Flex:            Flex Products, Inc.
                          1402 Mariner Way
                          Santa Rosa, California 95407-7370
                          Attn:  President
                          FAX: (707) 525-7725

      To SICPA:           SICPA Holding S.A.
                          Avenue de Florissant 41
                          1008 Prilly
                          Switzerland
                          Attention: President
                          FAX: 41-21-627-5505

      or to such changed address as such party may
      have fixed by notice provided that any notice of
      change of address shall be deemed to have been
      given when received.
      
      A new Section 26 shall be added to the 1994

Agreement as set forth below:

     26.  Press Releases and Public Announcements.  The
parties to this Agreement shall keep confidential all terms
and provisions of this Agreement except as may be required
by applicable law.  Neither party shall issue any press
release or make any public announcement relating to the
subject matter of this Agreement without the prior written
approval of the other party; provided, however, that any
party may make any public disclosure it is required to make
by applicable law or any listing or trading agreement
concerning its publicly-traded securities (in which case the
disclosing party shall prior to such disclosure, consult
with the non-disclosing party concerning the manner and
content of such disclosure, using good faith best efforts to
mutually agree on the content, manner and timing of such
disclosure and shall furnish copies of the intended
disclosure to the non-disclosing party prior to making the
disclosure allowing a reasonable time for such consultation,
and any such disclosure shall only be made to the extent
required by applicable law.  In the event that OCLI or Flex
determines that it is required by U.S. federal securities
laws to file with the Securities and Exchange Commission
(the "SEC") a copy of this Agreement or any amendment
hereto, then OCLI or Flex, as the case may be, shall be
permitted to make such filing but only after making best
efforts to obtain confidential treatment from the SEC to the
maximum extent possible (including, without limitation, as
to pricing and quantity terms).

      IN WITNESS WHEREOF, each of the parties hereto has

caused this Amendment to be duly executed, and intends this

Agreement to be effective, as of the date first set forth

above.

                          FLEX PRODUCTS, INC., a Delaware
                          corporation
                            
                          By _______________________________
                          
                          
                          SICPA HOLDING S.A., a Swiss
                          corporation
                          
                          By _______________________________