STOCK TRANSFER AND LICENSE AGREEMENT

         AGREEMENT made October 31, 1999 between The Daedalus  Project,  Inc., a
Virginia  Corporation  (hereinafter  called "TDP" and  "Licensor")  and Daedalus
Building Systems,  Inc., a Delaware  Corporation  (hereinafter  called "DBS" and
"Licensee").

                                   WITNESSETH:

         WHEREAS, TDP is the owner of potential patents, technology,  processes,
and trade secrets with respect to composite housing.

         WHEREAS, TDP raised monies from investors to refine said technology and
processes and to acquire assets of a manufacturing facility in Ontario, Canada.

         WHEREAS,  TDP, in conjunction with the selling of its shares,  promised
and covenanted  that any  subscriber  shall receive an equal amount of shares in
any entity created for the purpose of public ownership.

         WHEREAS,  TDP created DBS for the purpose of manufacturing,  marketing,
and selling  composite and other housing systems,  utilizing the information and
technology processed and developed by TDP.

         WHEREAS, TDP created and funded Daedalus  Composites,  Inc., a Canadian
company, to own and operate the plant in Canada.

         WHEREAS,   DBS  was  created  to  be  owned   proportionately   by  the
shareholders of TDP.

         WHEREAS,  the shares of DBS have been allocated to the  shareholders of
TDP  proportionately  to their  individual  ownership in TDP,  except  Edward A.
Mcculloch as the  majority  shareholder  and sole  director of TDP has agreed to
substantially  reduce and curtail his equity  ownership  until certain  earnings
have been attained by DBS.

         WHEREAS, the shares in DBS have been issued to its shareholders.

         WHEREAS, the shares in DCI are to be transferred to DBS so that DBS may
operate the business herein contemplated.




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<PAGE>

         It is therefore agreed:

1. Shares of Daedalus Composites,  Inc. All shares,  title, and ownership in the
shares of Daedalus  Composites,  Inc.  are hereby  irrevocably  transferred  and
assigned to DBS.

2.  Purchase of Corporate Stock of Daedalus Composites, Inc.


                  2.1  Instruments  of  Assignment.  The  sale,  assignment  and
         transfer of the above stock to DBS shall be effected by TDP's execution
         and delivery of the Stock Certificates,  assignments and other good and
         sufficient   instruments   of  transfer  and  conveyance  as  shall  be
         satisfactory  to DBS and its Counsel and shall be  effective to vest in
         DBS all of TDP's  right,  title and  interest  in the  above  corporate
         stock.

                  2.2 Documentation.  At or prior to Closing,  TDP shall provide
         DBS with all existing  documentation  available to TDP and necessary in
         the operation of Daedalus Composites,  Inc., including, but not limited
         to, copies of agreements  with  suppliers,  worksheets and invoices for
         1999,  all  financials  with respect to this  operations for year 1999,
         equipment records reflecting date of purchase, warranties,  maintenance
         and repair  information,  TDP's list of suppliers,  and all  intangible
         rights.

                  2.3  Liabilities.  DBS shall not be or become  responsible for
         any debts, claims,  obligations,  contracts or liabilities of TDP, with
         respect to Daedalus Composites,  Inc., accruing before October 31, 1999
         until closing, whether known or unknown, fixed or contingent, including
         but not limited to tax  liabilities,  license fees, or assessments made
         by Federal,  state or local governments,  except all liabilities of the
         Lease accruing after date of settlement.

                  2.4  Allocation of Purchase Price. TDP and DBS mutually agree
         that the stock of DCI shall be allocated as follows:

                  The stock and the  underlying  assets of Daedalus  Composites,
                  Inc.

                  TOTAL                           $2,500,000.00

         None of the parties  hereto  shall take for tax  purposes  any position
         inconsistent with the allocation of valuation set forth above.


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3.  Bulk Sales Compliance

                  3.1 Notice to Creditors.  If applicable,  within five (5) days
         after  execution of this  Agreement,  but in no event less than fifteen
         (15) days prior to Closing, TDP shall prepare and furnish to DBS a list
         of creditors of TDP which  conforms to all of the  requirements  of the
         Virginia Uniform  Commercial Code -- Bulk Transfers,  in particular the
         requirements  as to form set forth in Virginia Code Section 8.6-104 and
         any Canadian equivalent statute.

4.  Representations and Warranties of TDP.  TDP represents and warrants to DBS
    as follows:

                  4.1 Conduct of Business.  At all times after execution of this
         Agreement,   TDP  agrees  to  conduct  the  business  of  its  Canadian
         subsidiary  only  in  the  ordinary  course,   without   incurring  any
         obligations or  liabilities  which would affect its  obligations  under
         this Agreement, up to the Closing.

                  4.2 Title to Assets.  Except as otherwise provided herein, TDP
         through  its  subsidiary  has good and  marketable  title to all of the
         Assets,  and none of the Assets or use  thereof:  (i) is subject to any
         restrictions, liens, pledges, claims, encumbrances,  licenses or rights
         of others of any kind or nature;  (ii)  encroaches  or infringes on the
         property  rights of another;  or (iii)  contravenes any applicable law,
         ordinance or regulation.

                  4.3 Transfer.  The transfer of the Corporate Stock of Daedalus
         Composites,  Inc. is not made with intent to delay,   hinder or defraud
         creditors, DBS or other persons, as defined in Virginia Codess.55-80 or
         Canadian equivalent statute.

                  4.4  Creditors.  Except  as  provided  herein  all  claims  of
         creditors will be paid by TDP when due.

                  4.5  Lease.  DBS have been  provided  with a draft copy of the
         Lease (the "Lease") for the Premises of Daedalus  Composites,  Inc. TDP
         represents that it is not in default under the Lease in any respect and
         that the Lease is in full force and effect in all  respects and binding
         upon the Landlord and TDP.

                  4.6 Applicable  Laws and  Regulations.  The Assets of Daedalus
         Composites,  Inc. are installed and are being maintained,  and Daedalus
         Composites,  Inc.'s  business  has,  at all  times,  operated  in  full
         compliance with all applicable health, safety, zoning and land use, and
         other laws, rules and regulations and contractual provisions, if any.

                  4.7  Environmental  Laws  and  Regulations.  TDP and  Daedalus
         Composites,  Inc. is in  compliance  in all material  respects with all
         applicable Federal,  Provincial and local laws and regulations relating
         to environmental  protection and zoning including,  but not limited to,
         all laws and  regulations  governing the generation,  use,  collection,
         discharge,  or  disposal  of  Hazardous  Materials  and  all  laws  and
         regulations  with regard to record keeping,  notification and reporting
         requirements respecting Hazardous Materials.  TDP and/or its subsidiary
         has not been alleged to be in violation  of, nor has it been subject to
         any  administrative  or judicial  proceeding  pursuant to, such laws or
         regulations  either  now or any time  during  the past three (3) years.
         There  are no  facts  or  circumstances  which  TDP  or its  subsidiary
         reasonably  expects could form the basis for the assertion of any claim
         against  TDP  or  its  subsidiary  relating  to  environmental  matters
         including,  but not limited to, any claim  arising from past or present
         environmental practices asserted under any other Federal, Provincial or
         local environmental statute, which TDP or its subsidiary believes might
         have a material  adverse  change in the assets,  properties,  business,
         condition (financial or otherwise), operation or prospects of TDP.



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<PAGE>

                  4.8 Permits and Licenses.  TDP and/or its  subsidiary  has all
         necessary  permits,  Certificates of Occupancy,  licenses and approvals
         ("Permits") from all governmental  agencies required to own and use the
         Assets  in, and  operate  the  business,  and all  Permits  are in good
         standing and in full force and effect.

                  4.9 Information Furnished.  Financial  information,  operating
         information,  contract  information and data previously provided to DBS
         are complete and accurate in all material respects.

                  4.10 Employees.  There are no employee benefit plans of TDP or
         its subsidiary.  All payments of salary,  benefits,  insurance or taxes
         paid to or on behalf of their  employees are current,  and there are no
         claims or causes of action by employees  or former  employees of TDP or
         its  subsidiary.  All  obligations,  loans  or debts  due any  officer,
         employee, shareholder, director or related party to any of the above is
         and shall be the sole obligation of TDP.

                  4.11 Notice of Breach or Adverse Action.  TDP has not received
         notice  and  has no  knowledge  of any  breach  of any  contract,  law,
         ordinance  or  regulation  relating  to  Daedalus  Composites,   Inc.'s
         business or the Premises or the Assets.

                  4.12   No   Litigation.   There   are   no   actions,   suits,
         investigations  or  proceedings   pending  or  threatened   against  or
         affecting  TDP or TDP  Shareholder  (or any of  them)  or any of  their
         respective assets or properties, in any court or before any arbitrator,
         or before or by any governmental department, commission, bureau, board,
         agency or  instrumentality,  domestic or foreign,  which,  if adversely
         determined, would adversely affect TDP's or Daedalus Composites, Inc.'s
         ability to operate  the  business  or the  Assets,  or would  adversely
         affect its financial condition in any material respect, or would impair
         the  ability of TDP or  Daedalus  Composites,  Inc.  to  perform  their
         respective obligations hereunder. Furthermore, there are no defaults by
         TDP or  Daedalus  Composites,  Inc.  (or  either  of  them)  under  any
         applicable  order,  writ,  injunction,  decree or award of any Court or
         arbitrator   or  any   governmental   department,   board,   agency  or
         instrumentality   which  would  adversely   affect  TDP's  or  Daedalus
         Composites,  Inc.  ability to operate its  business  or the Assets,  or
         would adversely affect its financial condition in any material respect,
         or would materially  impair the ability of TDP or Daedalus  Composites,
         Inc. to perform their respective obligations hereunder.

                  4.13 Tax  Obligations.  TDP has  filed or  caused to be filed,
         within  the times and in the manner  prescribed  by law,  all  Federal,
         state, local and foreign tax returns and tax reports which are required
         to be filed by, or with  respect  to,  TDP.  Such  returns  and reports
         reflect  accurately  the  liability  for  taxes of TDP for the  periods
         covered thereby. All Federal, state, local and foreign income, profits,
         franchise,   sales,  use,   occupancy,   excise  and  other  taxes  and
         assessments (including interest and penalties) payable by, or due from,
         TDP have been fully paid or adequately disclosed and fully provided for
         in the books and financial  statements  of TDP. The Federal  income tax
         liability  of TDP has been finally  determined  for all fiscal years to
         and including the fiscal year ended  December 31, 1998. No  examination
         of any tax  return or report of TDP or  Daedalus  Composites,  Inc.  is
         currently  in  progress.  There  are no (i)  audits  or  investigations
         pending or  threatened  against TDP or TDP  Shareholders  in respect to
         taxes  asserted  by  any  governmental   authority,   (ii)  outstanding
         agreements  or waivers  extending  the  statutory  period of limitation
         applicable  to any tax  return  of TDP and  (iii)  agreements  with any
         Federal,  state,  county or local taxing  authority that may affect the
         subsequent tax liabilities of TDP.


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<PAGE>


                  4.14 Organization,  Authority. TDP is duly organized,  validly
         existing,  and in good standing under the laws of the State of Virginia
         and has the corporate  power and authority to own its properties and to
         conduct the business now conducted by it. TDP has full corporate  power
         and  authority  to  enter  into  this   Agreement  and  carry  out  its
         obligations hereunder.

                  4.15  No  Change  in   Business.   Neither  TDP  nor  Daedalus
         Composites,  Inc.  have any knowledge or reason to know of any existing
         termination, cancellation, limitation, modification or change or threat
         of any such  termination,  cancellation,  limitation,  modification  or
         change of the business  relationship  of TDP with any customer,  or any
         other  person  which  would  have a  material  impact  on the  business
         presently  conducted by TDP.  Neither TDP or said Daedalus  Composites,
         Inc.  has any  knowledge  of any  specific  reason  (other than general
         market  conditions) why Daedalus  Composites,  Inc. customers would not
         continue to do business with DBS in the future to the same or a greater
         extent as they have done business with TDP and/or Daedalus  Composites,
         Inc. in the past.

                  4.16 No Violation.  The execution and delivery by TDP, of this
         Agreement,  the consummation by them of the  transactions  contemplated
         hereby, and compliance by them with the terms hereof, will not:

                  (i)  violate or result in the breach of or  contravene  any of
                  the terms,  conditions or  provisions of any law,  regulation,
                  order, writ, injunction, decree, determination or award of any
                  Court,    governmental    department,    board,    agency   or
                  instrumentality,  domestic  or  foreign,  or  any  arbitrator,
                  applicable  to TDP or Daedalus  Composites,  Inc. or to assets
                  and properties of TDP or Daedalus Composites, Inc.;

                  (ii) result in  prohibited  action under any term or provision
                  of, or the material  breach of any term or  provision  of, the
                  termination   of,  or  the   acceleration  or  permitting  the
                  acceleration of the  performance  required by the terms of, or
                  constitute a default under or require the consent of any party
                  to, any loan agreement,  indenture, mortgage, deed or trust or
                  other  contract,  agreement  or  instrument,  to which  TDP or
                  Daedalus  Composites,  Inc.,  or any of them, is a party or by
                  which any is bound; or

                  (iii) conflict with the Articles of  Incorporation  or By-Laws
                  of TDP or Daedalus  Composites,  Inc. or any other agreements,
                  licenses  or permits of any kind  relating  to the  formation,
                  management,  operation  or other  activity  of TDP or Daedalus
                  Composites, Inc.

5. Conditions Precedent to Obligations of DBS. The obligations of DBS under this
Agreement are subject to the  conditions  that, at or prior to the Closing Date,
the following conditions shall be satisfied.

                  5.1 TDP shall  have  signed  this  Agreement,  obligating  and
         committing  TDP  to  sell  to  DBS  the  corporate  stock  of  Daedalus
         Composites,  Inc. The  individuals  signing this Agreement on behalf of
         Daedalus Composites,  Inc. shall have authority to do so. The execution
         and delivery of this Agreement and the consummation of the transactions
         contemplated  hereby  shall have been duly and  validly  authorized  by
         TDP's  Board of  Directors.  Evidence  of  Director  approval  shall be
         provided  to DBS at Closing  since  Daedalus  Composites,  Inc.  is the
         wholly owned subsidiary of TDP.


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                  5.2 The  representations  and  warranties  of TDP set forth in
         this Agreement in connection with the transactions contemplated by this
         Agreement  shall  be true and  correct  on the  date  when  made and at
         Closing.

                  5.3 TDP shall have  performed and complied with all agreements
         and conditions  contained in this Agreement required to be performed or
         complied with by it prior to or contemporaneously with Closing.

                  5.4 TDP shall have taken all  actions  (whether  corporate  or
         otherwise)  which,  in  DBS  reasonable  judgment,   are  necessary  or
         appropriate to authorize the execution and delivery of this  Agreement,
         the transactions  contemplated by this Agreement, and all documents and
         instruments incident to such transactions.

                  5.5 There shall be no suit, action, investigation,  inquiry or
         other proceeding by any  governmental  authority or any other person or
         any other  legal or  administrative  proceeding  pending or  threatened
         which   questions   the  validity  or  legality  of  the   transactions
         contemplated  by  this  Agreement,   or  seeks  damages  in  connection
         therewith.

                  5.6 There shall have been no fire,  flood,  or other casualty,
         which  has a  materially  adverse  affect  on  the  value  of  Daedalus
         Composites, Inc.'s business.

                  5.7 All inventory and property, contracts, furniture, fixtures
         and equipment shall not be damaged, assigned,  conveyed,  converted, or
         in any manner removed from the Premises of Daedalus Composites, Inc.

                  5.8 The business  conducted at the Premises  shall continue to
         be an ongoing  business  at the date of  Closing,  and there shall have
         been no material adverse change to the existence,  nature or quality of
         said business.

         In the event that any of the foregoing  conditions  are not  satisfied,
TDP shall have  notice and  opportunity  to cure.  Time to cure shall be fifteen
(15) business days. If the condition remains unsatisfied,  at the option of DBS,
this  Agreement  shall be null and void and the  parties  shall  have no further
liability hereunder.

6.  Conditions Precedent to Obligations of TDP:

                  6.1 This Agreement  shall have been signed by DBS,  obligating
         and  committing  DBS to purchase  and TDP to sell the stock of Daedalus
         Composites,  Inc.  of TDP set forth  herein.  The  person  signing  the
         Agreement on behalf of TDP shall have the authority to do so.

                  6.2 DBS shall have performed and complied with all agreements,
         conditions,  representations and warranties  contained in the Agreement
         required  to  be  performed  or  complied   with  by  it  prior  to  or
         contemporaneously with Closing.

7. Closing. The sale and purchase of stocks provided for in this Agreement shall
be consummated by October 31, 1999. (The date and event of the sale of purchase,
respectively,  hereinafter referred to as the "Closing Date" and the "Closing.")
The parties  hereto  acknowledge  that they are  entitled to be  represented  by
Counsel of their own choosing at the Closing.

8. Access to  Information.  The  parties  hereto  acknowledge  that prior to the
execution  of this  agreement,  DBS have had the right to verify  the Assets set
forth herein,  interview employees,  and to examine and/or copy all of the books
and records of TDP and Daedalus  Composites,  Inc.,  in person or by the agents,
attorneys or  accountants  and to observe the  inventory  and  facilities of the
business.


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9.  Indemnification  and Hold Harmless.  TDP as herein  identified  shall and do
jointly and severally  indemnify,  defend and hold harmless DBS,  their members,
officers,  directors,  shareholder,  successors and assigns  against any and all
losses, damages,  demands, claims,  assessments,  actions, taxes,  deficiencies,
penalties,  interest,  attorneys'  fees,  costs and  expenses  arising out of or
incident to any of the following:

         (a)  If  any  representation  or  warranty  made  by  TDP  or  Daedalus
         Composites,  Inc. in this Agreement shall be untrue, or if any covenant
         of TDP or Daedalus Composites, Inc. not be performed;

         (b)  Without  limiting  the  generality  of the  foregoing,  any  claim
         asserted  against DBS, its successors or assigns,  and alleged to arise
         out of any act,  omission,  obligation  or liability of TDP or Daedalus
         Composites,  Inc. or any of their  employees  (while employed by TDP or
         Daedalus  Composites,  Inc.) or agents  including,  but not limited to,
         claims of ownership of or rights to the corporate  stock,  taxes of all
         kinds  except  those  assumed  herein,  any claim  made  under the Bulk
         Transfers Title of the Uniform  Commercial  Code, any claim,  damage or
         liability  resulting from negligence or products liability of TDP or of
         Daedalus Composites, Inc., and any claim, damage or liability resulting
         from lack of compliance by TDP or Daedalus  Composites,  Inc. with laws
         or governmental regulations, whether Federal, state or local.

10.  Post-Closing Covenants of Parties.

                  10.1 At the request of DBS, TDP and Daedalus Composites,  Inc.
         shall deliver any further  instruments of transfer and take any and all
         action  as  may  be in the  reasonable  opinion  of  Counsel  for  DBS,
         necessary and appropriate to:

                  (i)  vest in DBS good and  marketable  title to the  corporate
                  stock of Daedalus Composites, Inc.;

                  (ii)  vest in DBS all rights in  Daedalus Composites, Inc.

                  10.2 TDP shall do no act to dissolve,  liquidate, or terminate
         the  existence  of Daedalus  Composites,  Inc. at any time prior to the
         effective  date of the Stock Purchase  Agreement.  Until said date, TDP
         shall remain in good standing and qualified to do business in Canada.

11. Expenses. TDP and DBS shall each pay their own expenses and costs, including
without  limitation  all Counsel fees,  transfer  taxes and taxes arising out of
this transaction.

12.   Miscellaneous

                  12.1  Waiver of Breach.  Any  waiver by any party  hereto of a
         breach of any of the  provisions  of this  Agreement by any other party
         shall not operate or be construed  as a waiver by the other  parties of
         any of the rights and  privileges  of said parties  hereunder or of any
         subsequent breach.


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                  12.2  Controlling  Law. This Agreement  shall be  interpreted,
         construed and administered  according to the law of the Commonwealth of
         Virginia.

                  12.3  Survival  of   Representations   and  Warranties.   This
         Agreement  shall  not be deemed  merged  into any Bill of Sale or other
         document executed at or pursuant to Closing. All of the representations
         and warranties of all parties set forth in this Agreement shall survive
         the  Closing  Date and  shall  not be  affected  by any  investigation,
         verification  or approval by any party hereto or by anyone on behalf of
         any such parties.

                  12.4 Construction. The language in all parts of this Agreement
         shall in all  cases be  construed  as a  whole,  according  to its fair
         meaning, and not strictly for or against either party.

                  12.5  Further  Acts.  TDP shall,  at any time and from time to
         time  after  the  Closing  Date,  upon  request  of DBS,  do,  execute,
         acknowledge  and deliver all such  further  acts,  deeds,  assignments,
         transfers,  conveyances,  powers  of  attorney  and  assurances  as may
         reasonably  be  required to convey,  transfer  to and vest in DBS,  and
         protect the right,  title,  interest in and enjoyment of, the assets of
         TDP intended to be assigned,  transferred and conveyed pursuant to this
         Agreement.

                  12.6  Counterparts.  This  Agreement  may be  executed  and/or
         conformed in any number of counterparts,  each of which shall be deemed
         original.

                  12.7  Alteration.  This  Agreement  may be  altered,  amended,
         modified or terminated  only by a writing  signed by all of the parties
         hereto.

13. License. The Licensor grants to the Licensee the exclusive,  nontransferable
right  and  license  to  manufacture,   use,  market,   sell  and  otherwise  to
commercialize  the  patents,  potential  patents,  technology,  information  and
processes,  and the improvements (the "Technology)  throughout the world related
to  residential  housing  units.  Such  license  includes  the  right  to  grant
sublicenses upon terms  consistent with this agreement.  The exclusive right and
license  herein  granted  shall apply to all  inventions,  improvements,  patent
application  or letters  patent,  which the Licensor  now owns or  controls,  or
hereafter shall own or control, relating to the Technology.

         The current  embodiment of the technology is in the form of panels that
         are fabricated from advanced  composite  technology,  principally  from
         recycled polyolefins,  primarily polyethylene,  with various additives,
         including glass fiber and talc, to increase performance  parameters and
         the typical  attributes  of composites  such as strength,  flexibility,
         durability,  and permanence.  Production technologies presently include
         compression,  injection-compression,  thermoforming  and various  other
         plastic forming method.


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<PAGE>


14.  Representations of Licensor.  The Licensor represents the following:

                  a. that the licensor is the  exclusive  owner of all rights to
                  any potential  patent,  has the right to grant this  exclusive
                  license,  and has not  granted  to any other  person,  firm or
                  corporation  any right,  license,  shop  right,  or  privilege
                  thereunder;

                  b. that the  Licensor  has at no time  filed,  or caused to be
                  filed,  applications  for letters  patent,  or obtained in its
                  name,  or caused to be  obtained  in the name of  others,  any
                  letters patent in the United States or elsewhere,  relating to
                  the Invention or articles similar thereto.

15. Necessary Aid and  Information.  The Licensor shall furnish to the Licensee,
its nominees,  or patent attorneys all information and documents relating to the
technology,  trade  secrets,  potential  patents,  etc.,  which are necessary to
enable  the  Licensee  to  prosecute  the  patent  applications  and to  conduct
operations under the terms of this agreement. The Licensor shall not reveal such
information or any information  relating thereto to any other person without the
approval of the Licensee.

16. Patents.  Any letters patent issued on such technology and its  improvements
shall be the exclusive  property of the Licensor,  subject to the license hereby
granted.  The Licensee  shall prepare,  file and  prosecute,  in the name of the
Licensor  but at its own  expense,  applications  for the letters  patent of the
United  States for the  Invention  and all  improvements  hereafter  made by the
Licensor,  Licensee  or  sublicensees.   The  Licensor  shall,  without  further
consideration,  at the  request  of the  Licensee,  do all  acts  necessary  for
obtaining, sustaining, reissuing, or extending any letters patent and shall give
testimony and otherwise provide evidence in cases of interference.

17.  License  Year.  A license  year shall be a period of  one-year  starting on
January 1 of one year and ending on December 31 of the same year.

18.  Royalties.  The Licensee shall pay and deliver to the Licensor:

               a.   $1,000  by  certified  check  upon  the  execution  of  this
                    agreement.

               b.   Royalties equivalent to 5% of gross sales of any products in
                    which the Technology is embodied.

19.  Payment of  Royalties.  The  Licensee  shall at all times keep an  accurate
account of all operations under the scope of this license,  shall render written
statements  thereof to the  Licensor  within 30 days after every  quarter-annual
period of each license year during the life of this agreement,  and shall pay to
the Licensor with each such statement the amount of all royalties  earned during
the corresponding  quarter-annual  period. The Licensor shall have the right, at
its own expense and not more often than once in each  quarter-annual  period, to
have the  Licensee's  books  examined for the purpose of verifying  such royalty
statements.  In all sublicensing agreements,  the Licensee shall procure for the
Licensor a similar right to have the books of the  sublicensee  examined for the
purpose of verifying royalty statements.

20.  Covenants of licensee.  The Licensee covenants as follows:

               a.   The Licensee shall in good faith and with diligence  conduct
                    all  manufacturing,   marketing,  and  other  operations  in
                    accordance with the best business customs of its industry.


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<PAGE>


21.  Term.  This license  shall  continue  indefinitely  so long as revenues are
generated as a result of building systems technologies being brought to Daedalus
Building System, Inc., subject to the following:

               a.   If royalty  payments to the  Licensor  are in arrears for 60
                    days  after the due date,  or if the  Licensee  defaults  in
                    performing  any of the  other  terms of this  agreement  and
                    continues  in  default  for a period  of 60 days,  of if the
                    Licensee is adjudicated a bankrupt or becomes insolvent,  or
                    enters into a composition  with creditors,  or if a receiver
                    is appointed for it, then the Licensor  shall have the right
                    to  terminate  this  agreement  upon  giving  notice  to the
                    Licensee ten days before the time when such  termination  is
                    to take  effect,  and if the  cause  for such  notice is not
                    cured within the ten days, then at the expiration of the ten
                    days the agreement shall terminate, without prejudice to any
                    moneys  due or to  become  due to the  Licensor  under  this
                    agreement,  and without prejudice to any other rights of the
                    Licensor.

               b.   Upon  termination  of  this  agreement  for any  cause,  the
                    Licensee  shall  duly  account  to the  Licensor  and  shall
                    transfer  to  him  all  rights   which  it  may  possess  in
                    sublicenses,  letters patent,  inventions,  trade names, and
                    trademarks, relating to the Invention/technology.

22. Infringement.  The Licensee shall defend at its own expense all infringement
suits that may be brought against is on account of the manufacture,  use or sale
of the  Invention/technology,  and when  information is brought to its attention
indicating that others without  license are unlawfully  infringing on the rights
granted in this agreement,  it shall  prosecute  diligently any infringer at its
own expense.  In connection with such suits,  the Licensor shall, at the expense
and at the request of the Licensee,  give evidence and execute such documents as
the Licensee may require.

23.  Notice.  Any notice  required or permitted to be given under this Agreement
shall be given in writing and sent by certified mail to the address of the party
set forth  herein,  unless that party shall give notice of a different  address.
The  date of  notice  shall be the  date of  mailing.  Any  notices  under  this
Agreement shall also be delivered to:

         If to DBS:                 Daedalus Building Systems, Inc.
                                    8653 Richmond Highway
                                    Alexandria, Virginia  22309

         If to TDP:                 The Daedalus Project, Inc.
                                    8653 Richmond Highway
                                    Alexandria, Virginia 22309

         With copies to:            Herbert S. Rosenblum, Esquire
                                    Post Office Box 58
                                    Alexandria, VA  22313-0058

24.  Assignment.  The Licensee shall not have the right to assign this agreement
without the prior written consent of the Licensor.

25.  Arbitration.   Any  dispute  under  this  agreement  shall  be  settled  in
Alexandria,  Virginia by arbitration  pursuant to the rules, then obtaining,  of
the American Arbitration Association.

         In witness whereof the parties have executed this agreement on the date
first set forth above.

                                                 SELLER AND LICENSOR:
                                                 The Daedalus Project, Inc.

                                                 /s/
                                                     ---------------------------
                                                     Edward A. McCulloch
                                                     President

                                                 PURCHASER AND LICENSEE:
                                                 Daedalus Building Systems, Inc.

                                                 /s/
                                                     ---------------------------
                                                      Patricia L. Espino-Nayar
                                                      Vice President


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