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                                                                    EXHIBIT 10.2



DATED                                                               7 JULY 2000
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                             (1) CERAVISION LIMITED

                                     - AND -

                            (2) AUGRID OF NEVADA, INC


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                                EXCLUSIVE PROJECT
                                    AGREEMENT
                                   relating to

                         DISPLAYS FOR USE IN AUTOMOBILES

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                                    CONTENTS

1. INTERPRETATION............................................................2

2. CONDITION PRECEDENT AND RELATED AGREEMENTS................................7

3. PHASE ONE.................................................................8

4. PHASE TWO.................................................................9

5. PHASE THREE..............................................................10

6. LICENCE TO MANUFACTURE AND EXCLUSIVITY...................................11

7. PROTOTYPES AND PRE-PRODUCTION PRODUCTS...................................11

8. INTELLECTUAL PROPERTY RIGHTS.............................................12

9. PAYMENTS.................................................................13

10. WARRANTIES & LIABILITY..................................................14

11. REPORTING AND ACCESS....................................................18

12. CONFIDENTIALITY.........................................................19

13. ADVERTISING.............................................................21

14. TERMINATION.............................................................22

15. GENERAL.................................................................24

SCHEDULE 1..................................................................30

    (Clause 1.1)............................................................30

SCHEDULE 2..................................................................30

    (Clause 1.1)............................................................30

SCHEDULE 3..................................................................31

    (Clause 1.1)............................................................31

SCHEDULE 4..................................................................33

    (Clause 1.1)............................................................33



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THIS AGREEMENT is made on 7 July 2000

BETWEEN

(1)      CERAVISION LIMITED a company incorporated in England and Wales under
         number 3191734 with registered office at Sovereign Court, 230 Upper
         Fifth Street, Central Milton Keynes MK9 2HR ("CERAVISION").

(2)      AUGRID OF NEVADA, INC a corporation organised and validly existing
         under the laws of the State of Nevada whose principal office is at 140
         Public Square, The Park Building, Suite 208, Cleveland, Ohio 44114
         ("AUGRID").

BACKGROUND

A        Ceravision has developed and is developing certain technology relating
         to ceramic-based field emission flat-screen displays and holds (either
         directly or through its Associates) certain patent applications and
         other intellectual property rights in relation to such technology and
         in relation to manufacturing processes and equipment to produce and
         sell such displays and components for incorporation into such displays.

B        Ceravision (Ireland) Limited is a subsidiary undertaking of Ceravision
         and holds licences of Ceravision's Intellectual Property Rights and has
         agreed to license Augrid to use such rights to the extent necessary for
         it to produce the Products as more particularly set out in the Licence
         Agreement.

C        ITW is a subsidiary undertaking of Ceravision and manufactures (under
         licence of some of Ceravision's Intellectual Property Rights) certain
         laser sealing machinery necessary for Augrid to produce the Products as
         more particularly set out in the Licence Agreement.

D        Augrid wishes to be provided with prototypes of displays for use in
         GPS/DVD Equipment; to have ITW supply laser sealing machinery for
         first, a pilot manufacturing line and subsequently, a full scale
         manufacturing line to manufacture such displays; to be granted a
         licence by Ceravision (Ireland) Limited to manufacture and sell
         displays for use only in GPS/DVD Equipment using Technology; and in due
         course to purchase components for incorporation into such displays to
         be supplied by Ceravision or its Associates or nominated suppliers,
         such components being necessary for a technically proper exploitation
         of the Technology.


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IT IS AGREED:

1.       INTERPRETATION

         1.1      In this Agreement unless the context otherwise requires the
                  following words and expressions have the following meanings:

                  "ASSOCIATE" in relation to any undertaking means an
                  undertaking connected with it within the meaning of the Block
                  Exemption.

                  "AUTOMOBILE" automotive land vehicles, excluding military
                  vehicles and racing vehicles.

                  "BLOCK EXEMPTION" the Technology Transfer Block Exemption
                  contained in Commission Regulation 240/96 of January 31 1996.

                  "BUSINESS DAY" a day (other than a Saturday) on which clearing
                  banks in the City of London are open for normal sterling
                  banking business.

                  "CERAVISION IRELAND" Ceravision (Ireland) Limited a company
                  incorporated in Ireland under registration number 321650 with
                  registered office at 1 High Street, Dublin 8, Ireland.

                  "CERAVISION'S INTELLECTUAL PROPERTY RIGHTS" Intellectual
                  Property Rights of Ceravision or its Associates.

                  "CONFIDENTIAL INFORMATION" all the information relating to the
                  Prototypes, the Pre-Production Products, the Products and the
                  machinery for production thereof whether or not comprised in
                  the Technology and/or Ceravision's Intellectual Property
                  together with any other information relating to the technology
                  or business affairs of Ceravision or its Associates in each
                  case disclosed by Ceravision or its Associates to Augrid or
                  otherwise obtained by or coming to the knowledge of Augrid
                  (whether in writing, orally, pictorially, in machine-readable
                  form, by observation during visits, by examination of
                  Prototypes or otherwise howsoever) directly or indirectly from
                  Ceravision or its Associates which is indicated to be
                  confidential or which by virtue

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                  of its nature or content is clearly of a confidential nature,
                  and any information derived from any such information.

                  "DVD" Digital Video Disc or CD-ROM as those terms are
                  understood at the date of this agreement.

                  "GPS" the global positioning system as that term is understood
                  at the date of this agreement including differential GPS and
                  including future enhancements to the GPS system.

                  "GPS/DVD" equipment fixed (or designed solely to be fixed)
                  into Automobiles only for (i) GPS navigation only or (ii)
                  display of information recorded on DVD only or for combined
                  uses (i) and (ii) only. For avoidance of doubt, any equipment
                  which is adapted to any information other than GPS
                  navigational information and/or information recorded on DVD
                  does not fall within this definition.

                  "INTELLECTUAL PROPERTY RIGHTS" intellectual property of all
                  types, including patents, design, copyright, registered
                  designs, trade marks, trade names, know-how and other similar
                  such rights existing or arising anywhere in the world
                  (including applications for and rights under licences of any
                  of the foregoing) which relate to the Prototypes, the
                  Pre-Production Products or the Products or the Technology.

                  "ITW" International Technology Works, Inc., a California
                  corporation whose principal office is at 10134 Artesia Place,
                  Bellflower, California.

                  "LICENCE AGREEMENT" the licence agreement to be entered into
                  between Ceravision (Ireland) Limited and Augrid for the
                  manufacture and sale of the Products in the agreed form.

                  "MACHINERY LEASE AGREEMENT" the agreement for the supply of
                  machinery and associated services and disclosure of know-how
                  to be entered into between ITW and Augrid in the agreed form.

                  "MILESTONE" the step towards completion of Phase One specified
                  in Schedule 2.

                  "PHASE ONE" the research and development project to develop
                  and supply Prototypes to Augrid.

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                  "PHASE ONE COMPLETION" the date on which Ceravision delivers
                  prototypes in accordance with Clause 3.1.

                  "PHASE TWO" the project for the establishment by Augrid of the
                  Pilot Line including the supply by ITW of a laser sealing
                  machine for the Pilot Line in accordance with the Machinery
                  Lease Agreement.

                  "PHASE TWO COMPLETION" the date on which Ceravision notifies
                  Augrid that Ceravision and ITW have fulfilled all their
                  obligations under this Agreement and the Machinery Lease
                  Agreement for Phase Two whether or not Augrid has then
                  completed the Pilot Line.

                  "PHASE TWO MACHINE" the laser sealing machine to be supplied
                  by ITW during Phase Two in accordance with the Machinery Lease
                  Agreement.

                  "PHASE TWO NOTICE" a single notice to be given by Augrid to
                  Ceravision in the form set out in Schedule 3 certifying that
                  Augrid has available financial resources to complete Phase Two
                  and giving Ceravision 30 days' notice to commence Phase Two.

                  "PHASE THREE" the project for the establishment by Augrid of a
                  manufacturing plant. to manufacture Products on a full
                  production scale including the supply by ITW of specialist
                  manufacturing equipment in accordance with the Machinery Lease
                  Agreement.

                  "PHASE THREE COMPLETION" the date on which Ceravision notifies
                  Augrid that Ceravision and ITW have fulfilled all their
                  obligations under this Agreement and the Machinery Lease
                  Agreement for Phase Three whether or not Augrid has then
                  completed the manufacturing plant.

                  "PHASE THREE NOTICE" a single notice to be given by Augrid to
                  Ceravision in the form set out in Schedule 4 certifying that
                  Augrid has available financial resources to complete Phase
                  Three and giving ITW 30 days' notice to commence Phase Three.

                  "PILOT LINE" a pilot manufacturing line to be established by
                  Augrid for the manufacture of Products on a pre-production
                  scale.

                  "PRE-PRODUCTION PRODUCTS" any Products produced during the
                  course of Phase Two or Phase Three of the Project prior to
                  full-scale production.

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                  "PRODUCTS" 6.5 inch (diagonal measurement) field emission
                  displays on a ceramic substrate exclusively for incorporation
                  in GPS/DVD Equipment.

                  "PROJECT" Phase One, Phase Two and Phase Three.

                  "PROPRIETARY COMPONENTS" components (particularly anodes and
                  cathodes) required for incorporation in Products which
                  components are the subject of, or can only be produced using,
                  any of Ceravision's Intellectual Property Rights.

                  "PROTOTYPE" a prototype of the Products produced by Ceravision
                  or its Associates (whether or not complying with the
                  Specification).

                  "QUARTER" a period of three months (and "quarterly" shall be
                  construed accordingly).

                  "SPECIFICATION" the specification for the Prototypes set out
                  in Schedule 1.

                  "TECHNOLOGY" all technology known to Ceravision or its
                  Associates, whether truly confidential or not, whether
                  included in Ceravision's Intellectual Property Rights or not,
                  embodied or to be embodied in the Prototypes, the
                  Pre-Production Products or the Products or in the processes
                  and machinery which will be required by Augrid in the
                  manufacture of Products (whether existing at the date of this
                  Agreement or developed by Ceravision during the term of the
                  Project) including all know-how, inventions, designs,
                  drawings, technical specifications, computer programs and
                  other technology of whatever nature.

                  "TERM" the term of this Agreement being the period from the
                  date of this Agreement until it terminates under Clause 14.1.

                  "UK" Great Britain and Northern Ireland.

                  "US" United States of America.

                  "VAT" value added tax or any other tax or levy of
                  substantially similar effect.

         1.2      In this Agreement, unless the context otherwise requires:

                  1.2.1    the singular includes the plural and vice versa and
                           reference to any gender includes the other genders;


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                  1.2.2    references to persons include companies,
                           unincorporated associations and partnerships;

                  1.2.3    references to "the term of the Project" are to the
                           period (from the date of this Agreement until the
                           Project terminates under Clause 14.1;

                  1.2.4    words and phrases defined in the Companies Act 1985
                           have the same meanings, but the word "company"
                           includes any body corporate;

                  1.2.5    references to "Clauses" are to clauses or sub-clauses
                           of this Agreement, references to "Schedules" are to
                           schedules to this Agreement and references within a
                           Schedule to "paragraphs" are to paragraphs of that
                           Schedule;

                  1.2.6    the "(pound)" symbol or the word "pounds" denotes
                           pounds sterling and the $ symbol or the word
                           "dollars" denote US dollars;

                  1.2.7    references to any document "in the agreed form" are
                           to that document in the form of the draft initialled
                           for the purposes of identification by or on behalf of
                           the parties to this Agreement;

                  1.2.8    references to any rate of interest mean that rate as
                           from time to time in force, calculated from day to
                           day on the basis of a 365 day year, and compounded on
                           the last day of March, June, September and December
                           in each year, both before and after judgment; and
                           references to a base lending rate, if there is no
                           such published or determinable rate at the
                           appropriate time, mean such reasonably equivalent
                           rate in accordance with Clause 9.3 below; and

                  1.2.9    examples preceded by the word "including" are to be
                           construed as not limiting the generality of the words
                           preceding it.

         1.3      In this Agreement:

                  1.3.1    any reference to a statute or statutory instrument or
                           any section or part of it includes any enactment
                           replacing or amending it (with or without
                           modification) or any instrument, order or regulation
                           made under it and

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                           also includes any past statutory provision (as from
                           time to time modified or re-enacted) which it has
                           directly or indirectly replaced;

                  1.3.2    headings are for convenience only and are not to
                           affect the construction of anything in this
                           Agreement; and

                  1.3.3    references to any English legal term for any action,
                           remedy, judicial process, process, legal document,
                           legal status, court, official or legal concept shall
                           in respect of any jurisdiction other than England be
                           deemed to include that which most nearly approximates
                           in that jurisdiction to the English legal term.

         1.4      The Schedules are an integral part of this Agreement and are
                  to be construed as one with it, and references to this
                  Agreement include the Schedules.

2.       CONDITION PRECEDENT AND RELATED AGREEMENTS

         2.1      This Agreement is conditional upon the Licence Agreement and
                  the Machinery Lease Agreement being entered into by the
                  parties and being or becoming unconditional in all respects
                  (save as to any condition requiring this Agreement to be or
                  become unconditional). If this condition shall not be
                  fulfilled within seven days after the date of this Agreement
                  this Agreement shall be of no effect and neither party shall
                  have any liability to the other.

         2.2      Augrid shall enter into the Licence Agreement and the
                  Machinery Lease Agreement on or as soon as practicable after
                  the date of this Agreement.

         2.3      Ceravision shall procure that Ceravision Ireland and ITW enter
                  into the Licence Agreement and the Machinery Lease Agreement
                  respectively on or as soon as practicable after the date of
                  this Agreement. Having satisfied its obligation under this
                  Clause 2.3 Ceravision shall not be responsible for the
                  performance by Ceravision Ireland and ITW of their obligations
                  under the Licence Agreement and the Machinery Lease Agreement
                  respectively which shall be the sole responsibility of
                  Ceravision Ireland and ITW respectively.

         2.4      Where this Agreement provides for the parties or their
                  Associates to agree or negotiate during the Term any other
                  agreement (not being the Licence Agreement or

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                  the Machinery Lease Agreement), contractual terms or other
                  arrangements (including prices or specifications for machines
                  or components) the parties state their intention to negotiate
                  in good faith to agree reasonable commercial terms for such
                  arrangements but such agreements shall not be conditions of
                  this Agreement and this Agreement, the Licence Agreement and
                  the Machinery Lease Agreement shall remain in all respects
                  valid and enforceable notwithstanding any future to agree such
                  arrangements.

3.       PHASE ONE

         3.1      During Phase One Ceravision will use its reasonable endeavours
                  to develop and produce, within one year of the date of this
                  Agreement, ten Prototypes complying with the Specification;
                  provided that:

                  3.1.1    Ceravision shall not be required to expend all of its
                           effort on the Project, nor shall Ceravision and its
                           Associates be required to expend in aggregate on
                           Phase One (including their internal costs and
                           overheads) more than $3,000,000; and

                  3.1.2    Ceravision shall not be required to devote its entire
                           resources or entire key personnel to the Project and
                           shall not be prevented by this Clause 3.1 or Clause
                           2.2 from giving undertakings to use its best
                           endeavours in other projects.

         3.2      Ceravision will devote such time, resources and personnel to
                  the Project as it considers (in its sole discretion) necessary
                  to comply with its obligations under this Agreement.

         3.3      Ceravision will be required to incorporate into the Prototypes
                  only such of its existing or developed technology as is
                  required to comply with the Specification. Ceravision will not
                  be required to and does not guarantee to incorporate all of
                  its existing or developed technology if that is not a
                  requirement under the Specification.

         3.4      The Specification may not be altered (save as contemplated
                  therein) other than with the written consent of Ceravision and
                  Augrid.

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         3.5      Ceravision will use its reasonable endeavours (subject to
                  Clauses 3.1.1 and 3.1.2) to supply ten Prototypes to Augrid
                  which comply with the Specification at a time or times to be
                  determined by Ceravision within one year of the date of this
                  Agreement. It is anticipated that during Phase One Ceravision
                  will also supply preliminary Prototypes not complying fully
                  with the Specification, but demonstrating the current state of
                  work towards production of Prototypes which do so comply. The
                  Prototypes shall at all times remain the property of
                  Ceravision and shall be marked as such. Should Ceravision
                  require longer to provide the Prototypes which comply with the
                  Specification, it shall give notice (and may give notice from
                  time to time) to Augrid that it requires further time for such
                  supply and of the amount of such further time as Ceravision
                  estimates to be required. Ceravision shall have no liability
                  in respect of any such delay.

         3.6      Augrid shall have the right to use the Prototypes until it
                  commences production of the Pre-Production Products or this
                  Agreement is terminated, whichever occurs first ("Prototype
                  Use Period"). At the expiration of the Prototype Use Period,
                  Augrid, at its expense, shall return all of the Prototypes to
                  Ceravision.

         3.7      For the avoidance of doubt, and not withstanding the
                  generality of Clause 8, all intellectual property and
                  technology developed during Phase One, whether relating to the
                  Prototypes or not, shall belong exclusively to Ceravision, or
                  such of its Associates in which it vests by operation of law.

4.       PHASE TWO

         4.1      Phase Two shall commence 30 days after Augrid shall give the
                  Phase Two Notice and shall order and pay the deposit for the
                  Phase Two Machine in accordance with the Machinery Lease
                  Agreement. The Phase Two Notice may not be given more than six
                  months after Phase One Completion. If the Phase Two Notice is
                  given before Phase One Completion, the costs incurred by
                  Augrid in respect of Phase Two shall be at the risk of Augrid
                  in the event of failure of Phase One.

         4.2      Augrid may not give the Phase Two Notice unless it has
                  available to it financial resources to fund all expenditures
                  envisaged in Phase Two as set out in the form of notice in
                  Schedule 3 and has attached confirmation from a bank
                  acceptable to Ceravision confirming the availability of such
                  resources.

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         4.3      During Phase Two, Augrid shall provide premises, facilities,
                  machinery (other than the Phase Two Machine), labour and all
                  other requirements for the establishment and commissioning of
                  the Pilot Line. Augrid shall use its best endeavours to
                  establish and commission the Pilot Line within six (6) months
                  after the delivery of the Phase Two Machine.

         4.4      During Phase Two, Ceravision shall produce or procure the
                  production of detailed specifications, initial or indicative
                  prices and terms for supply of Proprietary Components in and
                  after Phase Three. The parties shall endeavour to negotiate
                  reasonable terms for such supply. The parties recognise that
                  Proprietary Components are necessary for a technically proper
                  exploitation of the licensed Technology. Augrid agrees to buy
                  all its requirements for Proprietary Components from
                  Ceravision or its nominated supplier and Ceravision shall use
                  reasonable endeavours to make such supplies available to
                  Augrid.

         4.5      For the avoidance of doubt, and notwithstanding the generality
                  of Clause 8, all Intellectual Property and Technology
                  developed during Phase Two, whether relating to the Prototypes
                  or not, shall belong exclusively to Ceravision, or such of its
                  Associates in which it vests by operation of law.

5.       PHASE THREE

         5.1      Phase Three shall commence 30 days after Augrid shall give the
                  Phase Three Notice and shall order and pay the deposit for
                  laser sealing equipment as provided in of the Machinery Lease
                  Agreement. The Phase Three Notice may not be given before nor
                  more than six months after Phase Two Completion. By giving the
                  Phase Three Notice, Augrid accepts that Phase One and Phase
                  Two have been successfully completed and that Ceravision and
                  ITW have discharged their obligations in full under this
                  Agreement and the Machinery Lease Agreement in Phase Two.

         5.2      Augrid may not give the Phase Three Notice unless it has
                  available to it financial resources to fund all expenditure
                  envisaged in Phase Three as set out in the form of notice in
                  Schedule 4 and has attached confirmation from a bank
                  acceptable to Ceravision confirming the availability of such
                  resources.

         5.3      During Phase Three Augrid shall provide premises, facilities,
                  machinery (other than the laser sealing machinery to be
                  provided by ITW under the Machinery Lease

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                  Agreement), labour and all other requirements for the
                  establishment and commissioning of a manufacturing plant for
                  the Products. Augrid shall use its best endeavours to
                  establish and commission the manufacturing plant within one
                  year after the commencement of Phase Three.

6.       LICENCE TO MANUFACTURE AND EXCLUSIVITY

         6.1      Ceravision shall, or shall procure that such of its Associates
                  as hold any necessary Ceravision's Intellectual Property
                  Rights shall, from time to time during the Term assign or
                  license to Ceravision Ireland such of Ceravision's
                  Intellectual Property Rights as are licensed by Ceravision
                  Ireland to Augrid under the Licence.

         6.2      During the Term Ceravision will not and will procure that none
                  of its subsidiary undertakings will:

                  6.2.1    do anything which if done by Ceravision Ireland would
                           constitute a breach by it of Clause 2 of the Licence
                           Agreement (exclusivity);

                  6.2.2    assign or license to any person any of Ceravision's
                           Intellectual Property Rights on terms which would
                           allow the licensee or assignee to do anything which
                           if done by Ceravision Ireland would constitute a
                           breach by it of Clause 2 of the Licence Agreement.

         6.3      Subject to Clause 6.2 Ceravision will be entitled to license
                  Ceravision's Intellectual Property, including any of the
                  Technology or any of its other technology, or to enter into
                  any arrangement with any person or to take any other action it
                  considers appropriate to supply, develop, manufacture or
                  otherwise deal in any goods embodying Ceravision's
                  Intellectual Property and/or the Technology or any of its
                  other technology.

7.       PROTOTYPES AND PRE-PRODUCTION PRODUCTS

         7.1      Augrid will not dismantle or reverse engineer the Prototypes
                  or Pre-Production Products or otherwise attempt to reproduce
                  the Prototypes or Pre-Production Products except in accordance
                  with the Licence Agreement. Augrid will not dismantle or
                  reverse engineer or otherwise attempt to reproduce the laser
                  sealing machines to be supplied by ITW under the Machinery
                  Lease Agreement.

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         7.2      Augrid will, at its own expense, keep the Prototypes, the
                  Pre-Production Products and the laser sealing machines to be
                  supplied by ITW under the Machinery Lease Agreement in its
                  possession and under strict security as recommended by
                  security consultants appointed by Ceravision and will comply
                  with any security measures reasonably specified by such
                  consultants from time to time, which may include constant
                  supervision by or on behalf of Ceravision. Augrid shall give
                  the security consultants appointed by Ceravision access to its
                  promises and personnel to enable them to make and review
                  compliance with their recommendation. Augrid shall at all
                  times keep the Prototypes and Pre-Production Products insured
                  against all risks including accidental damage in their full
                  replacement cost. Augrid will not be entitled to use sell or
                  deal with the Prototypes or Pre-Production Products other than
                  for demonstration and evaluation purposes or otherwise as
                  specifically permitted by Ceravision.

         7.3      The Prototypes and the Pre-Production Products shall be the
                  property of Ceravision. Augrid shall not part with possession
                  of any Prototypes or Pre-Production Products and shall upon
                  request by Ceravision account for the whereabouts of each of
                  the Prototypes or Pre-Production Products and/or deliver up to
                  Ceravision the Prototypes or Pre-Production Products or any of
                  them.

8.       INTELLECTUAL PROPERTY RIGHTS

         8.1      All Intellectual Property Rights in the Prototypes, the
                  Pre-Production Products, the Products, the laser sealing
                  machines to be supplied by ITW under the Machinery Lease
                  Agreement and the Technology (whether existing at the date of
                  this Agreement or developed or registered during the term of
                  the Project) belong and will belong to Ceravision or its
                  Associates. Augrid agrees that it does not own and will not
                  own any Intellectual Property Rights in the Prototypes, the
                  Pre-Production Products, the Products, the laser sealing
                  machines to be supplied by ITW under the Machinery Lease
                  Agreement and/or the Technology. Ownership of any such rights
                  in improvements in the Products or the laser sealing machines
                  or processes for producing the Products shall be in accordance
                  with the provisions of the Licence Agreement and the Machinery
                  Lease Agreement. Without prejudice to the generality of the
                  foregoing nothing in this Agreement, nor the supply by
                  Ceravision or any of its Associates to Augrid or any of its
                  Associates of any machinery or other

<PAGE>   15

                  goods or any services shall confer any licence (implied or
                  otherwise) to use or otherwise to exploit Ceravision's
                  Intellectual Property Rights (or to use such machinery or
                  goods) which is not expressly set out in the Licence Agreement
                  and in the Machinery Lease Agreement.

         8.2      Ceravision may defer the supply of any Prototypes to Augrid
                  until such time as Ceravision has applied for patent
                  protection in respect of the relevant Technology but if it
                  does so Ceravision shall promptly apply for such protection.

9.       PAYMENTS

         9.1      In consideration for the services in Phase One referred to in
                  Clause 2 Augrid will pay Ceravision:

                  9.1.1    $1,000,000 (one million dollars) on the date that is
                           the latter of (i) five (5) business days after the
                           execution of this Agreement, or (ii) the execution of
                           the Machinery Lease Agreement;

                  9.1.2    $1,000,000 (one million dollars) six months after the
                           date of this Agreement or seven days after Ceravision
                           notifies Augrid that the Milestone has been achieved,
                           whichever is the earlier (so that for the avoidance
                           of doubt such payment shall not be conditional on
                           achievement of the Milestone); and

                  9.1.3    $1,000,000 (one million dollars) seven days after
                           Ceravision delivers the ten Prototypes (or the last
                           of the ten Prototypes) complying with the
                           Specification in accordance with Clause 3.1 (such
                           payment being conditional upon such delivery).

         9.2      All sums stated in this Agreement are exclusive of VAT and
                  sales taxes and net of all withholding taxes, imposts and
                  levies, which if applicable will be paid in addition at the
                  same time as the payment to which it relates or, if later,
                  upon demand by Ceravision.

         9.3      Any sum payable by Augrid to Ceravision in connection with
                  this Agreement which is not received by Ceravision in cleared
                  funds on the due date shall bear interest at 4% above the base
                  lending rate of Lloyds TSB Bank plc from the due date until


<PAGE>   16

                  receipt by Ceravision in cleared funds. All payments to be
                  made by Augrid to Ceravision shall be made free of any
                  deduction, set-off, counterclaim, enquiry or any other matter
                  whatsoever.

         9.4      Time for the making of payments by Augrid to Ceravision is of
                  the essence of this Agreement. Payments shall only be treated
                  as having been made when they are received in cleared funds in
                  the account specified in Clause 9.7.

         9.5      No part of the consideration paid by Augrid to Ceravision and
                  its Associates shall be refundable to Augrid in any
                  circumstances whatsoever, provided that this Clause shall not
                  be construed as excluding any right of Augrid to claim damages
                  for breach of contract by Ceravision.

         9.6      All payments to Ceravision in accordance with this Agreement
                  shall be made to the following bank account:

                           Account Name: Ceravision Limited

                           Account Number 11163825

                           Bank: Lloyds TSB Bank

                           Branch: Secklow Gate, Milton Keynes, UK

                           Sort Code: 30-15-53

                  or to such other dollar account in the UK or the US as
                  Ceravision may nominate for the purpose.

         9.7      Augrid shall not exhibit, publicise or otherwise disclose the
                  Prototypes referred to in Clause 9.1.3 to any person until it
                  has made all the payments required by Clause 9.1.3 and has
                  previously paid the amounts required by Clauses 9.1.1 and
                  9.1.2.

10.      WARRANTIES & LIABILITY

         10.1     Augrid warrants to Ceravision that:

                  10.1.1   Augrid is a corporation organised and validly
                           existing and in good standing under the laws of the
                           State of Nevada.

<PAGE>   17

                  10.1.2   Augrid has the necessary power and authority to enter
                           into and perform this Agreement and has taken all
                           corporate action necessary to authorise this
                           Agreement and this Agreement constitutes a valid and
                           binding obligation of Augrid in accordance with its
                           terms.

                  10.1.3   The execution by Augrid of, and the performance by
                           Augrid of its obligations under, this Agreement does
                           not and will not:

                           10.1.3.1   require the consent of or any filing with
                                      any court, authority or person;

                           10.1.3.2   result in a breach of, or constitute a
                                      default under, any instrument to which
                                      Augrid or any of its Associates is a party
                                      or by which Augrid or any of its
                                      Associates is bound; or

                           10.1.3.3   result in a breach of any order, judgment
                                      or decree of or undertaking to any court,
                                      authority or person to which Augrid or any
                                      of its Associates is a party or by which
                                      Augrid or any of its Associates is bound.

         10.2     Ceravision warrants to Augrid that:

                  10.2.1   Ceravision is a company duly incorporated under the
                           laws of England and Wales;

                  10.2.2   Ceravision has the necessary power and authority to
                           enter into and perform this Agreement and has taken
                           all corporate action necessary to authorise this
                           Agreement and this Agreement constitutes a valid and
                           binding obligation of Ceravision in accordance with
                           its terms;

                  10.2.3   the execution by Ceravision of, and the performance
                           by Ceravision of its obligations under, this
                           Agreement does not and will not:

                           10.2.3.1   require the consent of or any filing with
                                      any court, authority or person;


<PAGE>   18

                           10.2.3.2   result in a breach of, or constitute a
                                      default under, any instrument to which
                                      Ceravision or any of its Associates is a
                                      party or by which Ceravision or any of its
                                      Associates is bound; or

                           10.2.3.3   result in a breach of any order, judgment
                                      or decree of or undertaking to any court,
                                      authority or person to which Ceravision or
                                      any of its Associates is a party or by
                                      which Ceravision or any of its Associates
                                      its bound;

                  10.2.4   Ceravision has no present knowledge that Ceravision's
                           Intellectual Property Rights are not or will not be
                           valid and subsisting;

                  10.2.5   Ceravision or its Associates are the owners of the
                           patent applications detailed in the Licence
                           Agreement;

                  10.2.6   Ceravision believes at the date of this Agreement, in
                           the light of the technical information known to it
                           and its experience of the relevant technology and
                           having taken reasonable care in forming its opinion,
                           that:

                           10.2.6.1   it (or its Associates) will be able to
                                      produce the Prototypes during the time
                                      allowed for Phase One;

                           10.2.6.2   it (or its Associates) will be able to
                                      produce and deliver the Phase Two Machine
                                      during Phase Two;

                           10.2.6.3   the laser sealing machines to be supplied
                                      by ITW under the Machinery Lease Agreement
                                      will, if Augrid fulfils its obligations
                                      and provides all materials, machinery,
                                      facilities and other things required which
                                      are not Ceravision's responsibilities
                                      under this Agreement, and acquires the
                                      Proprietary Components from Ceravision or
                                      its Associates or nominated suppliers, be
                                      capable of carrying out their laser
                                      sealing function in the production of the
                                      Pre-Production Products and the Products;

<PAGE>   19

                  10.2.7   neither Ceravision nor any of its Associates is a
                           party to any litigation or arbitration proceedings in
                           relation to Ceravision's Intellectual Property Rights
                           or in relation to any allegation that the Technology
                           does or will infringe the Intellectual Property
                           Rights of any person and no such proceedings have
                           been threatened against Ceravision or any of its
                           Associates;

                  Provided that nothing in this Clause 10.2 or elsewhere in this
                  Agreement shall be construed as a warranty that Ceravision's
                  Intellectual Property Rights are or will be valid, subsisting
                  and enforceable nor that the Technology does not and will not
                  infringe the Intellectual Property Rights of any other person,
                  and any warranty or representation to such effect is expressly
                  excluded.

         10.3     Ceravision will comply with its specific obligations under
                  this Agreement but otherwise gives no warranty whatsoever in
                  relation to any aspect of the Project save as expressly set
                  out in Clause 10.2. Save as to the extent of its present
                  belief as expressly set out in Clause 10.2 Ceravision does not
                  warrant that it has or ever will have the ability to develop
                  the Technology necessary to produce the Prototypes, the
                  Pre-Production Product or the Products.

         10.4     If Ceravision and its Associates fails to comply with any of
                  its obligations under this Agreement and the Licence Agreement
                  and the Machinery Lease Agreement, their liability (if any) to
                  Augrid for damages for breach of contract or otherwise in
                  relation to this Agreement or its subject-matter (including
                  for misrepresentation, negligence or breach of statutory duty
                  but excluding a liability due to Ceravision's own fraud or
                  liability for death or personal injury arising from
                  Ceravision's own negligence) in respect of such failure shall
                  be limited so that the aggregate liability of Ceravision and
                  its Associates shall not exceed the total amount received by
                  Ceravision and its Associates in relation to the phase of the
                  Project in which the default occurs. In no circumstances shall
                  the payments made by Augrid to Ceravision or its Associates in
                  relation to Phase One and Phase Two be refundable after Phase
                  One Completion, nor shall such payments be treated for any
                  purposes as a loss for which Augrid is entitled to be
                  compensated even if there shall subsequently be discovered
                  some breach by Ceravision of its obligations in relation to
                  Phase One. No officer, employee or agent of Ceravision or of
                  any of its Associates shall have any liability to Augrid in
                  relation

<PAGE>   20

                  to this Agreement or its subject matter (save in respect of
                  his own fraud). Such officers, employees or agents and
                  Ceravision's Associates may enforce this term of this
                  Agreement as provided in the Contracts (Rights of Third
                  Parties) Act 1999.

         10.5     The parties agree that Phase One and Phase Two essentially
                  comprise exploratory research. In these circumstances the
                  parties agree that it is reasonable that:

                  10.5.1   the monies paid by Augrid to Ceravision and its
                           Associates are not refundable in any circumstances;

                  10.5.2   no liability shall accrue to Ceravision and its
                           Associates for any delay in performing their
                           obligations in Phases One and Two, and Ceravision and
                           its Associates shall have the time they advise they
                           require to discharge their obligations;

                  10.5.3   no warranty is being given by Ceravision or its
                           Associates relating to the throughput of the laser
                           sealing machine(s) to be supplied in Phase Three. The
                           specification of these machines will be established
                           prior to or at the completion of Phase Two; and

                  10.5.4   if Ceravision or its Associates fail to comply with
                           their obligations under this Agreement, the Licence
                           Agreement or the Machinery Lease Agreement or their
                           subject matter in Phase One or Phase Two their
                           aggregate liability in respect of such failures
                           (other than liability for death or personal injury
                           arising from negligence) shall not exceed $500,000.

                  Ceravision's Associates may enforce this term of this
                  Agreement as provided in the Contracts (Rights of Third
                  Parties) Act 1999.

11.      REPORTING AND ACCESS

         11.1     Ceravision will issue oral reports at least monthly and
                  written reports at least quarterly on the progress of Phase
                  One and PhaseTwo.

         11.2     Both Ceravision and Augrid will be entitled to visit each
                  other's premises at regular intervals on giving reasonable
                  advance notice of the visit. Other than in exceptional
                  circumstances visits by Augrid to Ceravision should not be
                  more often than

<PAGE>   21

                  quarterly. Augrid will be entitled to be accompanied by
                  potential investors funders or employees on its visits
                  (subject to the prior approval of Ceravision such approval not
                  to be unreasonably withheld, and subject to such persons
                  signing confidentiality undertakings in such form as
                  Ceravision shall require) and Ceravision agrees that it will
                  not initiate or receive from such persons any communication
                  without the prior consent or request of Augrid. Augrid shall
                  not communicate with any director (other than Anthony Cooper
                  or Timothy Reynolds), employee, contractor or supplier of
                  Ceravision without the express written consent or Ceravision.

12.      CONFIDENTIALITY

         12.1     Augrid will maintain the Confidential Information as strictly
                  confidential and:

                  12.1.1   will not use it or any part of it for any purpose
                           other than for the purposes of the Project;

                  12.1.2   will not part with possession of it or any part of it
                           as regards any information relating to the
                           manufacture of the Products (the parties recognise
                           that certain information which is presently
                           confidential, and is presently to be kept
                           confidential, will be disclosed by sale of the
                           Products tinder the Licence Agreement);

                  12.1.3   will safeguard it as appropriate for sensitive
                           commercial and technical information, including
                           through taking reasonable security measures at its
                           own expense;

                  12.1.4   will not without the prior written consent of
                           Ceravision disclose any of the Confidential
                           Information to any person other than its employees
                           who are required in the course of their duties to
                           receive and consider it for evaluating the Project
                           and who shall be informed by the Augrid of the
                           confidential nature of the information; Augrid shall
                           procure that Augrid's employees observe the terms of
                           this Agreement and Augrid shall be responsible for
                           any breach by such employees or any other person to
                           whom it may have disclosed Confidential Information
                           or any part of it with or without the consent of
                           Ceravision;

<PAGE>   22

                  12.1.5   will not without the prior written consent of
                           Ceravision allow any of the Confidential Information
                           or any Prototype or Pre-Production Product to be
                           transmitted, transported or held outside of the US or
                           the UK; and

                  12.1.6   following the termination of this Agreement under
                           Clause 14.1 (except where termination is under Clause
                           14.1.1 upon entering into of the Licence Agreement).
                           will return to Ceravision on request all of the
                           Confidential Information which is in a physical form
                           (including all copies) and will destroy any other
                           records (including, without limitation, those in
                           machine-readable form) containing any of the
                           Confidential Information and will not thereafter use
                           Confidential Information or any part of it for any
                           purpose.

         12.2     The terms of Clause 12.1 will apply both during and after the
                  term of the project and will survive termination of this
                  Agreement for any reason.

         12.3     The undertakings of Augrid in Clause 12.1 will not apply in
                  respect of any of the Confidential Information:

                  12.3.1   which is or comes into the public domain through no
                           act or default on the part of Augrid or its
                           Associates or their directors, employees or advisers;
                           provided that information shall not be deemed to be
                           in the public domain by reason only that it is known
                           to only a few of those people to whom it may be of
                           commercial interest; and a combination of two or more
                           portions of the Confidential Information shall not be
                           deemed to be in the public domain by reason only of
                           each separate portion being in the public domain; or

                  12.3.2   which Augrid can show by letter to Ceravision within
                           30 days of the date of this Agreement was in its
                           possession or known to it by being in its use or
                           being recorded in its files prior to the date of this
                           Agreement and which was not previously acquired by
                           Augrid directly or indirectly from Ceravision under
                           an obligation of confidence; or

                  12.3.3   which is hereafter lawfully disclosed or made
                           available to Augrid from a source other than
                           Ceravision without breach by Augrid or such source of
                           any obligation of confidentiality or non-use owed
                           towards Ceravision.
<PAGE>   23


         12.4     The undertakings of Augrid in Clause 12.1 shall not apply to
                  any disclosure of Confidential Information or any part of it
                  required by an order of a court of competent jurisdiction,
                  provided that Augrid shall have taken all reasonable steps to
                  avoid such disclosure becoming necessary.

         12.5     In case of any dispute as to whether any of the exceptions in
                  this Clause 12 applies it shall be for Augrid to prove that it
                  does apply.

         12.6     If the exceptions in this Clause 12 apply to some but not all
                  of the Confidential Information, those exceptions shall not
                  thereby apply to a combination of parts of the Confidential
                  Information to which they do and do not apply.

         12.7     Each party will be entitled to disclose the fact that it is
                  working on this Project with the other. Augrid may make public
                  the general features and benefits of the Products for
                  marketing purposes subject to obtaining Ceravision's prior
                  written consent (which shall not be unreasonably withheld) but
                  shall use its best endeavours to minimise disclosure of
                  Confidential Information or any part of it in so doing.

         12.8     Save as expressly provided in Clauses 3.4 and 3.7 of this
                  Agreement or as expressly provided in the Licence Agreement
                  Ceravision will not be obliged to disclose any of the
                  Confidential Information or to supply details of any of the
                  Technology to Augrid.

13.      ADVERTISING

         13.1     Augrid will be entitled to issue publicity, and advertising
                  material in relation to the Prototypes provided that no part
                  of the Confidential Information is disclosed and provided that
                  Ceravision has approved the material in writing before it is
                  published, such approval not to be unreasonably withheld.

         13.2     All Prototypes and Pre-Production Products will be branded
                  under such Ceravision trade mark as may be required by
                  Ceravision from time to time and Augrid must ensure that the
                  name of Ceravision is credited in all publicity and
                  advertising material in a manner as required by Ceravision.
                  Augrid will indicate on such material in the manner required
                  by Ceravision that the technology embodied in the Prototype or
                  Pre-Production Product is patented.

<PAGE>   24

         13.3     Augrid will not exhibit the Prototypes or Pre-Production
                  Products without Ceravision's consent and then only if a
                  representative of Ceravision is present at the exhibition
                  unless the requirement of such presence is waived in writing
                  by Ceravision.

14.      TERMINATION

         14.1     This Agreement shall terminate:

                  14.1.1   upon Phase Three Completion;

                  14.1.2   if the Licence Agreement or the Machinery Lease
                           Agreement shall terminate or become invalid or
                           unenforceable for any reason (provided always that if
                           the Licence Agreement or the Machinery Lease
                           Agreement shall be discharged or terminated due to
                           breach by Augrid or its act or default Ceravision may
                           elect to treat this Agreement as continuing):

                  14.1.3   at any time after Phase One Completion upon Augrid
                           notifying Ceravision that it does not intend to give
                           a Phase Two Notice or at any time after Phase Two
                           Completion upon Augrid notifying Ceravision that it
                           does not intend to give a Phase Three Notice;

                  14.1.4   if Augrid fails to give a Phase Two Notice within the
                           period specified in Clause 4.1 or fails to give a
                           Phase Three Notice within the period specified in
                           Clause 5.1;

                  14.1.5   if Augrid having failed to make any payment (whether
                           under this Agreement, the Licence Agreement or the
                           Machinery Lease Agreement) to Ceravision or any of
                           its Associates when due, has not made payment within
                           14 days of the date of a notice given to Augrid by
                           Ceravision requiring Augrid to remedy such default
                           and Ceravision gives notice to Augrid terminating
                           this Agreement; provided that for the purposes of
                           this Clause 14.1.5 only (and without prejudice to any
                           other remedy Ceravision may have) Augrid shall be
                           entitled, once and once only during the Term, to
                           claim a single period of grace of up to 120 days
                           during which Ceravision shall not be entitled to
                           terminate this Agreement under this Clause 14.1.5
                           (provided further that if at any time


<PAGE>   25

                           during the Term Augrid shall fail to make any payment
                           to Ceravision or any of its Associates by the date 21
                           days after the due date for payment Augrid shall be
                           deemed to have claimed its period of grace);

                  14.1.6   if either party:

                           14.1.6.1   is in material breach of its obligations
                                      under this Agreement (or in the case of
                                      Augrid, of its obligations under the
                                      Licence Agreement, the Machinery Lease
                                      Agreement or any other contract or
                                      arrangement relating to the Project) and
                                      (if such breach is capable of remedy)
                                      fails to remedy such breach within a
                                      reasonable time specified in a notice
                                      given to it by the other party requiring
                                      it to do so; or

                           14.1.6.2   has a petition presented against it for
                                      its winding-up or administration or passes
                                      a resolution or convenes a meeting to
                                      consider a resolution for winding-up or
                                      has a receiver or administrative receiver
                                      appointed in respect of any of its assets
                                      or proposes any voluntary arrangement with
                                      its creditors or takes or has any action
                                      taken in respect of it under the law of
                                      any jurisdiction relating to bankruptcy,
                                      insolvency, moratorium or protection from
                                      creditors;

                   and the other party gives notice terminating this Agreement;

                  whichever shall first occur.

         14.2     Ceravision may terminate this Agreement immediately by notice
                  in writing upon Augrid if there is a change of control of
                  Augrid where "control" means the ability to direct the affairs
                  of another whether by contract, ownership of shares or
                  otherwise howsoever.

         14.3     Upon termination of this Agreement for any reason:

                  14.3.1   the Project will automatically terminate;

                  14.3.2   subject to Clauses 14.5 and 14.6 the rights and
                           obligations of the parties under this Agreement will
                           terminate;

<PAGE>   26

                  14.3.3   Ceravision will not be required to refund to Augrid
                           any payments made by Augrid pursuant to Clause 9;

                  14.3.4   if the Agreement terminates during Phase One under
                           Clauses 14.1.5 or 14.1.6 otherwise than due to a
                           default by Ceravision, Ceravision will be entitled to
                           immediate payment by Augrid if all sums which would
                           have been payable under Clause 9.1 had Phase One been
                           completed;

                  14.3.5   subject to Clause 14.3.4 Augrid's payment obligations
                           under Clause 9 shall cease with effect from the date
                           of termination of the Agreement except that all sums
                           due for payment before the date of termination of the
                           Agreement (and any interest thereon to the date of
                           payment) shall remain due;

                  14.3.6   Augrid shall immediately return any Prototypes,
                           Pre-Production Products and the Confidential
                           Information to Ceravision (except where termination
                           is under Clause 14.1.1 upon entering into of the
                           Licence Agreement).

         14.4     Termination of the obligations of either party under this
                  Clause 14 is without prejudice to its liability for any breach
                  of this Agreement prior to such termination or to its
                  obligation to do anything which it ought to have done before
                  such termination.

         14.5     The provisions of Clauses 8 and 12 of this Agreement will
                  continue to apply following termination of this Agreement.

         14.6     If at any time Augrid shall be in breach of any of its
                  obligations under this Agreement, the Licence Agreement or the
                  Machinery Lease Agreement then, without prejudice to any other
                  right or remedy it may have in respect of such breach,
                  Ceravision shall be entitled to suspend further performance by
                  it of this Agreement until such time as Augrid shall have
                  remedied the breach.

15.      GENERAL

         15.1     This Agreement and attached Schedules together with the
                  Licence Agreement and the Machinery Lease Agreement sets out
                  the entire agreement between Augrid and Ceravision and its
                  Associates in connection with the transactions contemplated by
<PAGE>   27

                  this Agreement and supersedes all previous negotiations and
                  agreements oral or written. Schedules 1-4 are hereby fully
                  incorporated herein. All previous agreements between the
                  parties are agreed to be superseded and to have no further
                  effect except in relation to confidentiality. Each party
                  acknowledges that it has not relied on any warranty or
                  representation by the other or by any of its Associates or
                  their respective officers, employees or agents save as set out
                  in this Agreement and waives any rights it may have in respect
                  of any such warranty or representation not set out in this
                  Agreement. In particular, all obligations and benefits arising
                  from the Agreement between the parties dated 24 September 1998
                  are hereby cancelled.

         15.2     This Agreement is not capable of being varied except in
                  writing signed by the authorised representatives of each of
                  the parties.

         15.3     This Agreement is personal to Augrid and neither it nor any
                  benefit arising under it may be assigned by Augrid without the
                  prior written consent of Ceravision, which consent shall not
                  be unreasonably withheld if the proposed assignee agrees in
                  writing to assume all of Augrid's obligations hereunder,
                  except in the case where Ceravision in good faith believes
                  that the proposed assignee (i) is a direct or indirect
                  competitor of Ceravision or its Associates, (ii) would not
                  effectively exploit the Technology and maximize the production
                  of Products pursuant to the provisions herein, or (iii) has
                  been a defendant in any lawsuit or other proceeding involving
                  intellectual property infringement, unfair competition, unfair
                  trade practices, fraud or similar claims, where in all such
                  cases Ceravision shall have the right to withhold its consent
                  in its sole discretion. Ceravision may assign the benefit of
                  this Agreement to any company to which the whole of its
                  business and technical expertise relevant to the Project is
                  transferred so long as Ceravision has determined that such
                  assignee has the capability to comply with this Agreement in
                  the same manner as prior to any such transfer. Ceravision may
                  assign the benefit of this Agreement in whole or in part to
                  any of its Associates as it sees fit. Ceravision shall be free
                  to dispose of Ceravision's Intellectual Property Rights
                  provided that it retains such rights as may be necessary to
                  enable it to comply with this Agreement. Any of the
                  obligations of Ceravision or of any of Ceravision's Associates
                  under this Agreement or under any contract entered into with
                  Augrid or any of Augrid's Associates in pursuance of the
                  Project may be performed by Ceravision or any of Ceravision's
                  Associates. Ceravision or any of Ceravision's Associates to
                  which Augrid or any of Augrid's Associates has any

<PAGE>   28

                  obligation (including an obligation to make a payment) shall
                  be entitled to direct that the obligation of Augrid shall be
                  performed to or for the benefit of Ceravision or any of
                  Ceravision's Associates. The Contracts (Rights of Third
                  Parties) Act 1999 shall apply to this Agreement to the extent
                  that any of Ceravision's Associates for the time being may
                  enforce any term of this Agreement, but not otherwise. This
                  Agreement may be rescinded or varied by the parties to it
                  without the consent of any third party. Save as expressly
                  stated in Clause 10.4 or this Clause 15.3 the parties do n not
                  intend any term of this Agreement to be enforceable by any
                  third party and the Contracts (Rights of Third Parties) Act
                  1999 shall not apply.

         15.4     Ceravision shall not be liable to Augrid nor be deemed to be
                  in breach of this Agreement by reason of any delay in
                  performing or any failure to perform any of Ceravision's
                  obligations if the delay or failure was due to any cause
                  beyond Ceravision's reasonable control; provided however, that
                  Ceravision will immediately take appropriate action to
                  mitigate the effect or the causes of any such delay, and upon
                  the cessation of any such delay Ceravision will immediately
                  recommence the performance of its obligations under this
                  Agreement. Without prejudice to the generality of the
                  foregoing, the following shall be regarded as causes beyond
                  Ceravision's reasonable control:

                  15.4.1   act of God, explosion, flood, tempest, fire or
                           accident;

                  15.4.2   war or threat of war, sabotage, insurrection, civil
                           disturbance or requisition;

                  15.4.3   acts, restrictions, regulations, bye-laws,
                           prohibitions or measures of any kind on the part of
                           any governmental, parliamentary or local authority;

                  15.4.4   import or export regulations or embargoes;

                  15.4.5   Intellectual Property Rights of third parties;

                  15.4.6   strike, lock outs or other industrial actions or
                           trade disputes (whether involving employees of
                           Ceravision or of a third party);

<PAGE>   29

                  15.4.7   the death or incapacity of any of the key employees,
                           directors or consultants of Ceravision or any of its
                           Associates, suppliers or consultants;

                  15.4.8   difficulties which make obtaining raw materials,
                           labour, fuel, parts or machinery commercially
                           unreasonable;

                  15.4.9   power failure or breakdown in machinery.

         15.5     The parties will each bear their own legal and accountancy
                  costs and other expenses incurred in connection with this
                  Agreement.

         15.6     Any notice to be given in connection with this Agreement must
                  be in writing. Without prejudice to proof that it has been
                  effectively given in any other manner, it shall be deemed duly
                  served if delivered at or posted by first class recorded
                  delivery post (or recorded air mail if posted or addressed
                  outside the European Union) to the address of the party
                  concerned which is set out in this Agreement or notified to
                  the other party in accordance with this Clause. If delivered
                  personally, the notice shall be deemed served on the day on
                  which it is delivered. If posted, evidence that the notice was
                  properly addressed, stamped and put into the post shall be
                  conclusive evidence of service and the notice shall be deemed
                  served on the second business day after posting or, if posted
                  to an address outside the British Isles, on the fifth business
                  day after posting; but if a copy of a notice is also sent by
                  fax on or after the day of posting, it shall be deemed served
                  three hours after the end of fax transmission. A copy notice
                  to be sent by fax shall be sent:

                  15.6.1   if addressed to Ceravision, on (+44 1234) 756029
                           marked for the attention of T J Reynolds, with copy
                           to (+44 20 7796 6113 marked for the attention of P
                           Pattinson;

                  15.6.2   if addressed to Augrid, on 001 216 344 9008 marked
                           for the attention of M J Shaheed with copy to 001 330
                           253 4131 marked for the attention of R C Meeker;

                  or to any current fax number and contact details of the
                  intended recipient notified to the sender in accordance with
                  this Clause. A notice served or deemed served after

<PAGE>   30

                  5pm (recipient's local time) on any business day or on a day
                  which is not a business day shall be deemed served on the next
                  following Business Day.

               THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK



<PAGE>   31




         15.7     The proper law of this Agreement is English law and the
                  parties hereby submit to the exclusive jurisdiction of the
                  English courts in relation to any claim or matter arising out
                  of this Agreement. Augrid hereby irrevocably appoints
                  Willoughby and Partners (Shareen Peeruohamed) of The Isis
                  Building, Thames Quay, 193 Marsh Wall, London E14 as its agent
                  for the service of process in England so that such service may
                  be validly effected on Augrid by service on such agent at such
                  address as if they had been a party to such proceedings. These
                  submissions shall not effect the right of Ceravision to take
                  any legal action or proceedings in any court of competent
                  jurisdiction for urgent preliminary specific performance
                  orders and/or injunctive or other conservatory and/or
                  provisional relief as Ceravision deems to be necessary or
                  appropriate to compel the other party and its officers,
                  employees and agents to comply with its obligations under this
                  Agreement ("Proceedings") nor shall the taking of Proceedings
                  in any jurisdiction preclude Ceravision from taking
                  Proceedings in any other jurisdiction.

THIS AGREEMENT has been executed on the date first stated above.

SIGNED by M J SHAHEED duly authorised for    )
and on behalf of AUGRID OF NEVADA, INC.      )
                                             )



---------------------------------------------------------
M. J. Shaheed,
Chief Executive Officer


SIGNED by TIMOTHY O'DONOGHUE duly            )
authorised for and on behalf of CERAVISION   )
LIMITED:                                     )



---------------------------------------------------------
Timothy O'Donoghue,
Director







<PAGE>   32




                                   SCHEDULE 1

                                  (CLAUSE 1.1)

                           THE PROTOTYPE SPECIFICATION

FED Specifications for the Augrid GPS Application:

1.       QVGA FED.

2.       90 lines per inch resolution.

3.       Digital Video Input, 8-bit RGB to be used for GPS application.

4.       12 VDC inputs for automotive GPS application.

5.       The working QVGA FED will be retrofitted into the Alpine CVA 1005
         Mobile Multimedia Station and demonstrated.



                                   SCHEDULE 2

                                  (CLAUSE 1.1)

                                  THE MILESTONE

When Ceravision shall be able to demonstrate a prototype 6.5 inch diagonal
screen functioning in Ceravision's Demountable Equipment at Ceravision's
premises or a location nominated by Ceravision.





<PAGE>   33


                                   SCHEDULE 3

                                  (CLAUSE 1.1)

                            FORM OF PHASE TWO NOTICE

                   [On headed paper of Augrid of Nevada, Inc]

To: Ceravision Limited

Gentlemen,

This notice is the Phase Two Notice as defined in the Exclusive Project
Agreement relating to Displays for Use in Automobiles made between Ceravision
Limited and Augrid of Nevada, Inc ("Augrid") dated ___________ 200 ("the
Agreement"). Terms defined in the Agreement have the same meanings in this
Notice.

I hereby certify, for and on behalf of Augrid as follows:

1.       Augrid has complied in all respects with its obligations under the
         Agreement, the Machinery Lease Agreement and the Licence Agreement
         [save in the following respects:-]

2.       Augrid has available to it, either in available liquid resources of its
         own or as committed facilities which are unconditional (save as to
         conditions fulfilment of which is within Augrid's sole control or
         conditions which will be fulfilled on commencement of Phase Two or by
         the performance of Phase Two to the points where relevant payments will
         be due). Letters from Augrid's bank [and other relevant financial
         institutions] addressed to Ceravision confirming the availability of
         such resources or facilities are annexed to this notice.

3.       Augrid's budget for Phase Two requires expenditure of $_____________ on
         Phase Two. A copy of that budget is annexed to this notice.

4.     In the opinion of the directors of Augrid the resources and facilities
       described at 2 above are adequate to finance Augrid's anticipated
       expenditure on Phase Two and Augrid has adequate working capital to carry
       on its business and to meet its obligations as they fall due throughout
       the period of Phase Two.

5.       Augrid has today made payment of the sum of $_________________ to ITW
         as required by Clause _________________ of the Machinery Lease
         Agreement.

<PAGE>   34

Accordingly I hereby give notice that Phase Two will commence on ___________
2000.

Yours faithfully

Chief Financial Officer

Augrid of Nevada, Inc



<PAGE>   35


                                   SCHEDULE 4

                                  (CLAUSE 1.1)

                           FORM OF PHASE THREE NOTICE

                   [On headed paper of Augrid of Nevada, Inc]

To:  Ceravision Limited

Gentlemen,

This notice is the Phase Three Notice as defined in the Exclusive Project
Agreement relating to Displays for Use in Automobiles made between Ceravision
Limited and Augrid of Nevada, Inc ("Augrid") dated ___________ 2000 ("the
Agreement"). Terms defined in the Agreement have the same meanings in this
Notice.

I hereby certify, for and on behalf of Augrid as follows:

1.       Augrid has complied in all respects with its obligations under the
         Agreement the Machinery Lease Agreement and the Licence Agreement [save
         in the following respects:-]

2.       Augrid has available to it, either in liquid resources of its own or as
         committed facilities which are unconditional (save as to conditions
         fulfilment of which is within Augrid's sole control or conditions which
         will be fulfilled on commencement of Phase Three or by the performance
         of Phase Three to the points where relevant payments will be due).
         Letters from Augrid's bank [and other relevant financial institutions]
         addressed to Ceravision confirming the availability of such resources
         or facilities are annexed to this notice.

3.       Augrid's budget for Phase Three requires expenditure of
         $_______________ on Phase Three. A copy of that budget is annexed to
         this notice.

4.       In the opinion of the directors of Augrid the resources and facilities
         described at 2 above are adequate to finance Augrid's anticipated
         expenditure on Phase Three and Augrid has adequate working capital to
         carry on its business and to meet its obligations as they fall due
         throughout the period of Phase Three.

5.       Augrid has today made payment of the sum of $________________ to ITW as
         required by Clause ____________ of the Machinery Lease Agreement.

<PAGE>   36

Accordingly I hereby give notice that Phase Three will commence on
__________________ 2000

Yours faithfully

Chief Financial Officer

Augrid of Nevada, Inc.