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                                                               EXHIBIT 10.16
                            MEADOWLARK OPTICS AND WAH-III
                                DISTRIBUTION AGREEMENT

      This agreement is made and entered into as of the twenty-first day of
September, 1995, by and between WAH-III Technology Corp., having offices at
16 Digital Drive, Suite 202, Novato, California 94949 (hereinafter referred
to as "Manufacturer"), and Meadowlark Optics Inc., having its principal place
of business at 7460 Weld County Road 1,  Longmont Colorado 80504 - 9470
(hereinafter referred to as "Distributor").

In consideration of the mutual covenants and conditions herein contained, the
parties mutually agree as follows:


1.   PREAMBLES:

          --    WAH-III (Manufacturer) and Meadowlark Optics
                (Distributor) agree to enter into this Distribution
                Agreement applying to Manufacturer's Display and Spatial
                Light Modulator (SLM) technology.  As a component of this
                agreement, both parties would like to establish a
                distribution agreement from which we can utilize the
                Distributors' established and future customer contacts as
                well as their established sales and marketing
                infrastructure to promote the product sales and increase
                industry awareness of Manufacturer's technological
                capabilities.

2.   PRODUCTS:

          --    AWH-III Display or SLM modules.
          --    Drive electronics, and applicable software, manuals and
                accessories for driving Manufacturer's Display or SLM
                modules, if applicable.
          --    A list of the products and their specifications is
                provided in Exhibit 1A.

3.   TERRITORY:

                Manufacturer grants Distributor on a world wide
                nonexclusive basis the rights and authorities to solicit
                orders for the sale of Manufacturer's products pursuant
                to Section 5 (Distribution Rights and Obligations).

4.   PRICING AND PAYMENT:

          --    Manufacturer will sell products to Distributor at prices
                according to the current Manufacturers price list
                provided in Exhibit 1B.
          --    Manufacturer will offer Distributor the same or lesser
                pricing for quantity and product as any other distributor.
          --    Manufacturer reserves the right to change prices by
                giving thirty (30) days written notice to Distributor.
                All services provided by Distributor will be subject to
                thirty (30)

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                days written notice of change. It is understood that
                Manufacturer relies on services provided by Distributor for
                the fabrication of the products.
          --    Payment terms shall be net 50 days, payable in U.S. dollars
                within fifty (50) days from the date of invoice or 3 days from
                receipt of payment by Distributor's customer, whichever comes
                first.  If Distributor secures pre-payment from customer, then
                that percentage of payment shall be due Manufacturer within
                three (3) days of that payment.
          --    Distributor will not be required to stock, or keep inventory
                of Manufacturer's products.
          --    Manufacturers agrees not to undersell Distributor unless
                Manufacturer had entered into an agreement, or commitment,
                prior to this agreement. Distributor recognizes that
                Manufacturer had a commitment prior to this agreement for
                lower pricing.

5.   DISTRIBUTION RIGHTS AND OBLIGATIONS:

          --    Distributor agrees to pay all of its incurred expenses
                associated with promoting and closing sales, i.e., sales
                literature, advertisements, travel, lodging,
                entertainment, etc.
          --    Distributor is obligated to put forth reasonable efforts
                to promote and obtain sales of Manufacturer's products,
                including data sheets to customers, calls, quotations,
                trade shows, demonstrations on site and at customers' site.
          --    Distributor has the rights to distribute and represent
                other like or similar products to those provided by
                Manufacturer.
          --    All customer contacts that are initiated by Distributor
                are deemed to be Distributor's exclusive customer and at
                no time, without written consent of Distributor, will
                Manufacturer circumvent that linkage either directly or
                through other indirect means.
          --    Any disputes that arise with regard to multiple
                distributors or distributor exclusivity will be
                arbitrated by a mutally agreed upon third party.  Time is
                of the esssence in resolving such disputes.

6.   DISCONTINUATION OF PRODUCT:

          --    Manufacturer shall have the right to discontinue the
                availability of any product or to make design changes or
                improvements at any time without incurring any obligation
                to apply such changes or improvements to the products
                previously purchased or in use in the Territory.
          --    Manufacturer will notify, in writing, Distributor with
                three (3) days of any decision to discontinue, add, or
                change a product offering. Any material stocked by
                Distributor will receive full refund or upgrade by
                Manufacturer at Manufacturer's expense.
          --    [Quotations will be valid for forty five (45) days.]
                Obsolete products will be available for 45 days after
                obsolescence.

7.   PRODUCT DEVELOPMENT:

          --    All NRE charges or other costs associated with product
                development work performed by Distributor for
                Manufacturer, will be executed via purchase orders. The
                terms and

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                conditions that govern those purchase orders
                will be negotiated on an individual basis, and further
                they will be independent from this Agreement.

8.   PATENT INDEMNIFICATION:

          --    Manufacturer shall indemnify, and defend at Manufacturer's
                expense, Distributor against any claims as they pertain to the
                product, with the exception of any claims that pertain to the
                process steps performed and provided by Distributor.
          --    Distributor shall indemnify, and defend at their expense,
                Manufacturer against any claims that specifically relate
                to Distributor's manufacturing processes performed to
                yield the product.
                     --    Example, if WAH-III directs Meadowlark Optics to
                           flatten and polish backplanes then WAH-III will
                           indemnify and defend Meadowlark Optics against any
                           infringements that deal with the broad scope of
                           flattening or polishing a Display or SLM backplane.
                           However, the specific processes or procedures
                           utilized by Meadowlark Optics to flatten or polish
                           the backplanes is their liability and they must hold
                           harmless and defend WAH-III against any claims made
                           with respect to those procedures.
          --    Manufacturer provides no representations or indemnification
                covering product applications.
          --    In the event that any product or any part thereof is held
                to constitute infringement, the Manufacturer shall, at
                its own expense and discretion, either procure for the
                Distributor or subsequent purchaser the right to continue
                using said product, or part, or replace the same with a
                non-infringing product, or part, or modify it so that it
                becomes non-infringing, or refund the purchase price,
                less depreciation thereof.

9.   PRODUCT WARRANTIES:

          --    Manufacturer warrants that the goods sold to Distributor
                hereunder are free from defects of material and
                workmanship for ninety (90) days from date of sale to the
                ultimate consumer by Distributor except for products or
                component warranties that have been clearly identified to
                have a shorter warranty period.
          --    Manufacturer will repair or replace defective products at
                Manufacturer's discretion within twelve (12) months from
                date of purchase at Distributors discretion.
          --    Distributor warrants all products and services integrated
                into Manufacturer's products for ninety (90) days from
                manufacture, and repair or replace products and service
                at Manufacturers discretion within twelve (12) months
                from date of manufacture.

10.  TERM AND TERMINATION:

          --    This Agreement shall expire three (3) years from the date
                of execution.

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          --    This agreement may be terminated in the event Distributor
                becomes insolvent or files an application in bankruptcy,
                or if Distributor makes a general assignment for the
                benefit of creditors.
          --    This Agreement may be terminated in the event
                Manufacturer becomes insolvent or files an application in
                bankruptcy, or if Manufacturer makes a general assignment
                for the benefit of creditors.
          --    This Agreement may be terminated immediately by the
                non-defaulting party, if such party is not itself in
                default of the Agreement, if the other party breaches any
                covenant or warranty made by it in this Agreement and if,
                after ten (10) days written notice to cure any such
                default, the default is not cured.
          --    In the event that the controlling ownership of either the
                Manufacturer or the Distributor changes, then either
                party to this Agreement may terminate this Agreement,
                upon giving the other party at least forty-five (45) days
                prior written notice of such termination.
          --    This agreement may be terminated by either party for any
                reason or no reason with with 90 day written notification

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.


DISTRIBUTOR                            MANUFACTURER




----------------------------           -----------------------------
Anthony Artigliere                    Dean Irwin
Sales & Marketing                      WAH-III Technology

SIGNED 9-22-95                         SIGNED 10-13-95
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Date                                   Date