Exhibit 10.1


June 16, 2004


Dr. Zvi Yaniv Applied Nanotech, Inc.

3006 Longhorn Blvd., Suite 107
Austin, TX 78758

                                  Re:  Strategic Partnership with
                                       SouthWest NanoTechnologies, Inc.

Dear Zvi:

         This letter is to set forth in writing the terms of the strategic
partnership to be formed between Applied Nanotech, Inc. ("ANI") and SouthWest
NanoTechnologies, Inc. ("SWeNT"). This strategic partnership, while not a formal
partnership in the sense of creating a separate entity, is the term the parties
intend to use to describe the relationship established by this letter agreement.
Accordingly, by execution in the space provided below, the parties agree as
follows:


1.       REPRESENTATION IN ASIA. SWeNT and ANI hereby agree that ANI is
         authorized to represent SWeNT, an a non-exclusive basis, in the
         following countries in Asia: Japan, China, Korea, Taiwan, Singapore and
         Hong Kong (the "Territory"). It is the intent of the parties that this
         representation allow ANI to present SWeNT and its products, in
         particular its patented process for producing single wall carbon
         nanotubes ("swnts"), to third parties that are interested in finding
         producers of swnts with which to collaborate to develop products and
         applications using swnts. While it is not the primary goal of this
         representation for ANI to sell swnts in the Territory, it is likely
         that such sales will occur as part of the process of the third party
         evaluating SWeNT's products. This non-exclusive representation by ANI
         shall be subject to the following terms and conditions:

         (a)      No proposed sale of swnts by ANI shall be considered final
                  until the sale and terms thereof are approved in writing by
                  SWeNT, it being recognized that SWeNT has capacity limitations


<PAGE>

                  and exclusive supply agreements which may require it to not
                  accept certain orders or orders from certain types of
                  end-users.

         (b)      ANI shall provide SWeNT with sufficient details about any
                  proposed buyer of swnts through ANI and the buyer's intended
                  use thereof to allow SWeNT to exercise the acceptance rights
                  in (a) above. To facilitate this process and to help ANI
                  allocate its efforts hereunder appropriately, ANI shall from
                  time to time present to SWeNT a list of companies it desires
                  to approach for SWeNT and SWeNT shall respond to such list by
                  telling ANI those companies to which it will not or cannot
                  sell product. ANI will provide the first such list to SWeNT
                  within 15 days of the execution of this Agreement. Similarly,
                  SWeNT shall provide ANI with price quotes and delivery
                  timelines upon request.

         (c)      All sales in the Territory proposed by ANI and accepted by
                  SWeNT (at prices set by SWeNT as to each potential sale) shall
                  be subject to the terms, limitations and conditions attached
                  hereto as Exhibit "A". SWeNT may also require certain buyers
                  to execute an appropriate non-disclosure agreement. SWeNT
                  reserves the right to amend the provisions of Exhibit "A" at
                  any time. ANI agrees to provide any potential buyer in the
                  Territory with a copy of Exhibit"A".

         (d)      In addition to Exhibit "A", SWeNT may require that any buyer
                  through ANI execute and deliver other agreements or purchase
                  orders and ANI shall be supplied with copies of any such
                  materials. ANI agrees to not represent anything about SWeNT or
                  its products except in accordance with Exhibit "A" and the
                  written materials provided by SWeNT from time to time.

         (e)      To assist ANI in inducing potential users of swnts to try
                  SWeNT's products, SWeNT may, from time to time and at its sole
                  discretion, provide small samples to third parties in the
                  Territory as requested by ANI. In addition, ANI may request
                  that SWeNT supply swnts to third parties in the Territory with
                  specific attributes and functionality, to which SWeNT will
                  promptly respond as to its ability or desire to provide the
                  same and at what price and time frame for delivery.

         (f)      Any sales of swnts in the Territory made by ANI shall entitle
                  ANI to receive a 10% commission from SWeNT on the actual sales
                  price, payable upon receipt of payment therefor by SWeNT.

         (g)      The provisions of this Paragraph 1 shall terminate 12 months
                  from the date hereof unless extended in writing by SWeNT. (h)
                  ANI shall not be obligated to take any particular action as
                  SWeNT's representative in the Territory, but ANI agrees to use
                  reasonable efforts, in conjunction with its own activities in
                  the Territory, to promote and represent SWeNT and its products
                  to appropriate third parties.

2.       PHASE II SBIR GRANT. In 2003, SWeNT, with ANI as a subcontractor,
         received a Phase I SBIR grant, the activities under which SWeNT and ANI
         completed earlier in 2004. Immediately after the execution of this
         Agreement, the parties shall collaborate to apply for a Phase II SBIR
         grant (the "SBIR") under the following conditions:

         (a)      SWeNT will be the prime contractor/applying party and ANI will
                  be a subcontractor/collaborative partner.

         (b)      The goal of the SBIR would be to optimize the quality of
                  SWeNT's swnts for electron emission display applications by
                  building prototypes of working display panels using ANI's
                  field emission Intellectual Property (as defined on
                  subparagraph (e) below).

         (c)      The parties shall negotiate reasonably to determine the full
                  scope of work, the amount to be requested and the allocation
                  of monies and activities between SWeNT and ANI and to submit
                  the grant application for the SBIR no later than July 24,
                  2004. Attached as Exhibit "B" is an initial outline of the
                  scope of work.

         (d)      The terms of this Paragraph 2 shall last for the term of the
                  SBIR plus six (6) months, unless extended or renewed by the
                  parties in writing.

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<PAGE>

         (e)      The following terms and conditions shall govern the
                  Intellectual Property of the parties which will be brought to
                  bear in the SBIR and any Intellectual Property developed
                  thereunder:

                           (i). Generally. ANI shall have exclusive ownership of
                  ANI's Intellectual Property and SWeNT shall have exclusive
                  ownership of SWeNT's Intellectual Property. Neither party
                  shall obtain any rights to the other party's pre-existing
                  Intellectual Property as a result of this Agreement or any of
                  the agreements contemplated hereby, including work done under
                  the SBIR. As used herein, "Intellectual Property" or "IP"
                  shall mean (a) all inventions (whether patentable or
                  unpatentable and whether or not reduced to practice), all
                  improvements thereto, and all patents, patent applications,
                  and patent disclosures, together with all reissuances,
                  continuations, continuations-in-part, revisions, extensions,
                  and reexaminations thereof, (b) all trademarks, service marks,
                  trade dress, logos, trade names, and corporate names, together
                  with all translations, adaptations, derivations, and
                  combinations thereof and including all goodwill associated
                  therewith, and all applications, registrations, and renewals
                  in connection therewith, (c) all copyrightable works, all
                  copyrights, and all applications, registrations, and renewals
                  in connection therewith, (d) all mask works and all
                  applications, registrations, and renewals in connection
                  therewith, (e) all trade secrets and confidential business
                  information (including ideas, research and development,
                  know-how, formulas, compositions, manufacturing and production
                  processes and techniques, technical data, designs, drawings,
                  specifications, customer and supplier lists, pricing and cost
                  information, and business and marketing plans and proposals),
                  (f) all computer software (including data and related
                  documentation), (g) all other proprietary rights, and (h) all
                  copies and tangible embodiments thereof (in whatever form or
                  medium).

                           (ii) PROJECT IP. IP developed as part of the
                  activities conducted by the parties under the SBIR and this
                  Agreement ("Project IP") independently by one party shall be
                  owned by that party. The intent of the division of
                  responsibilities under Paragraph 2 of Exhibit "B" is to limit
                  the possibility that the activities of the parties will result
                  in any Project IP which is developed jointly by the parties.
                  However, if any Project IP is developed jointly by the
                  parties, such Project IP ("Joint IP") shall be owned by both
                  parties (IP shall be assigned to both parties); provided,
                  however, any such Joint IP which is "swnt IP", as hereafter
                  defined, may not be sold, licensed or otherwise disclosed to
                  any third party without the written permission of both
                  parties, which permission will not be unreasonably withheld,
                  but which permission may be conditioned upon a consenting
                  party's receipt of a fair share (based on the



                                       3
<PAGE>

                  relative contribution of the party to the development of the
                  Joint IP) of a reasonable and customary consideration for such
                  sale, license or disclosure. As used herein, "swnt IP" shall
                  mean Joint IP covering SWeNT's swnts or related to the process
                  for manufacturing, processing, functionalizing, purifying,
                  separating, producing or enhancing SWeNT's swnts or relating
                  to the inks contemplated to be developed by SWeNT by Exhibit
                  "B"

                           (iii) PROCESS FOR JOINT IP CLAIMS. If in the course
                  of the SBIR activities, a party believes that it has
                  contributed to the development of the other party's IP and
                  believes that it therefore has a claim that such IP is Joint
                  IP, such claiming party shall immediately notify the other
                  party in writing. Any such claim, to be valid hereunder, must
                  be made before the submittal of the final report on the
                  results of the activities under the SBIR. Upon receipt of any
                  such claim, the parties shall negotiate reasonably and in good
                  faith to determine if in fact the IP should be considered
                  Joint IP and, if so, the relative contributions of each to
                  such Joint IP. If either party determines that such
                  negotiations are not proceeding to a satisfactory conclusion,
                  then such party may invoke binding arbitration, which shall be
                  conducted under the rules of the American Arbitration
                  Association. The arbitration panel shall be three (3) members
                  knowledgeable in the matters the subject of the Joint IP
                  claim, with one (1) appointed by each of the parties and the
                  third chosen by the two (2) so appointed. The results of such
                  arbitration shall be binding on the parties and may be
                  enforced by action in a court of competent jurisdiction. In
                  the arbitration, the costs of the arbitration shall be
                  assessed by the arbitration panel.

3.       ADDITIONAL AGREEMENTS. While this Agreement does not create any
         exclusive relationship between the parties, it is recognized that both
         are active in developing products using nanotechnology and swnts.
         Therefore, the parties hereby express their intent to confer from time
         to time about opportunities to work together and to jointly develop
         products and applications using swnts and nanotechnology. The terms of
         any such other collaborations will be as agreed to at the time any
         agreement therefore is reached.

4.       MISCELLANEOUS.

         (a)      This Agreement is made in and shall be governed by the laws of
                  the State of Oklahoma.

         (b)      This Agreement may be terminated at any time by thirty (30)
                  days written notice by the terminating party to the other
                  party; provided that, no such termination will affect the
                  parties obligations under the SBIR, if then outstanding; and,
                  provided further, that the provisions of subparagraph 2(e)
                  concerning IP shall survive the end of or any termination of
                  this Agreement.



                                       4
<PAGE>

         (c)      This Agreement may be executed in multiple counterparts each
                  of which shall be an original and all of which together shall
                  constitute one and the same instrument.

         (d)      Each party agrees to execute and deliver such additional
                  documents or agreements as are reasonably requested by the
                  other party to further evidence or put into effect the
                  agreements made herein.

         (e)      Attached as Exhibit "C" is a press release which the parties
                  shall jointly release immediately after the execution hereof.

           If the foregoing correctly sets forth your understanding of our
agreement, please execute the enclosed copy of this Agreement in the space
provided.

                                             Yours very truly,

                                             SOUTHWEST NANOTECHNOLGIES, INC.



                                             By:_______________________________
                                                Howard G. Barnett, Jr., CEO

           The above is agreed and accepted this __ day of June, 2004.

           APPLIED NANOTECH, INC.



           By:___________________________

           Name:_________________________

           Title:________________________



                                       5
<PAGE>

                                   Exhibit "A"

                        SOUTHWEST NANOTECHNOLOGIES, INC.

                           SALES TERMS AND CONDITIONS

         1. ORDER. These terms and conditions ("Terms and Conditions") are
attached to and made a part of the order (the "Order") executed by Purchaser and
SouthWest NanoTechnologies, Inc. ("SWeNT"), which Order specifies the quantity
of products described therein ("Products") to be sold, the price of the
Products, the shipment date of the Products, the place for shipment, and other
matters relating to the sale of the Products to Purchaser. Purchaser represents
and warrants that it intends to use the Products for its internal use and is not
purchasing the Products with the intent to resell or distribute the Products.

         2. CONTROLLING TERMS AND CONDITIONS. These Terms and Conditions shall
govern the sale of the Products to Purchaser. If Purchaser submits any
acknowledgment of the Order or other document that contains terms and conditions
that are inconsistent with or in addition to the Order or these Terms and
Conditions, those additional or inconsistent terms are specifically rejected by
SWeNT and SWeNT hereby objects to any such terms and conditions, unless SWeNT
specifically consents in writing. The Order is expressly conditioned upon
Purchaser's acceptance of all of the terms and conditions in the Order and these
Terms and Conditions.

         3. PAYMENT TERMS.

            (a) Prices for the Products covered by the Order are stated in U.S.
dollars.

            (b) Unless the Order otherwise specifically provides, the full
purchase price for the Products shall be due within thirty (30) days of the
shipment date from SWeNT's facilities.

            (c) The purchase price of the Products, as indicated on the Order,
is exclusive of all applicable sales and use taxes, value added taxes, export
fees and duties or other similar fees and taxes.

         4. SHIPPING TERMS. Unless the Order otherwise specifically provides,
all Products shall be shipped FOB SWeNT's place of business in Norman, Oklahoma,
and SWeNT will arrange for shipment by overnight delivery service to Purchaser
at a location specified by Purchaser. Purchaser shall pay SWeNT's standard
shipping and handling fees then in effect. All taxes, custom duties and tariffs
and similar charges shall be paid by Purchaser.

         5. DAMAGED PRODUCTS. If any Products should arrive at Purchaser's
destination in a damaged condition or in an amount less than described in the
Order, Purchaser should immediately report the damage or shortage to SWeNT. Any
damage or shortage occurring in transit will be Purchaser's responsibility. Risk
of loss shall pass to Purchaser upon delivery to a carrier at SWeNT's place of
business in Norman, Oklahoma.

         6. COMPLIANCE WITH LAWS. Both parties agree that all exports and
re-exports of Products sold under these Terms and Conditions shall be made in
accordance with all applicable export control laws of the United States and
other countries to which Purchaser will export Products. Both parties further
agree to fully cooperate in complying with such laws. If Purchaser is not the
end-user of the items being sold under these Terms and Conditions, Purchaser
agrees to notify SWeNT immediately as to the end-user, the location


                                       6
<PAGE>

of the end user, and the end use of the Products. Purchaser also agrees to
cooperate with any U.S. and foreign regulatory requirement or any government
inquiry, audit, investigation or other inquiry, upon notice to Purchaser by
SWeNT or any relevant government. If Purchaser intends to resell or re-export
Products to another country(ies), Purchaser is aware that the Products are sold
and/or exported by SWeNT in accordance with U.S. export control laws. Compliance
with these laws is mandatory on all parties anywhere in the world under U.S. law
and diversion of products or acts contrary to U.S. and relevant foreign export
laws is prohibited and may be subject to significant penalties and other
sanctions. If export licenses of any kind are required, exports/re-exports will
occur only after such license(s) have been obtained.

         7. DISCLAIMER OF WARRANTIES.

            (a) All Products are sold "AS IS", "WITH ALL FAULTS". Purchaser
acknowledges that SWeNT has not manufactured the Products according to
specifications or instructions provided by Purchaser. Purchaser acknowledges
that there may be variations in the characteristics of Products. SWeNT expressly
disclaims any warranties related to any samples that SWeNT may from time to time
provide to Purchaser.

            (b) SWENT DOES NOT WARRANT THE MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE PRODUCTS OR THE PERFORMANCE OR NONINFRINGEMENT
THEREOF. SWENT DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTY,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS.

            (c) SWeNT specifically disclaims any warranty or representation that
the sale or use of the Products will not infringe or contribute to the
infringement of any patents, trademarks, or copyrights, either in the U.S. or in
other countries.

            (d) Purchaser warrants that it has general liability insurance and
product liability insurance, or equivalent liability coverage, for a minimum
amount of $5,000,000 per occurrence and in the aggregate $5,000,000.

            (e) Purchaser understands that although Seller is an exclusive
licensee of the University of Oklahoma ("OU") regarding certain technology
related to items purchased from Seller, OU is not a party or otherwise involved
in any sales of items by Seller to Purchaser. Seller represents that it has
certain indemnification obligations to OU regarding that technology. Further, OU
MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THAT
TECHNOLOGY, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OU MAKES NO REPRESENTATIONS
OR WARRANTIES (I) OF COMMERCIAL UTILITY; (II) OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE; OR (III) THAT THE OU TECHNICAL INFORMATION OR ITEMS
PURCHASED FROM SELLER WILL NOT INFRINGE ANY PATENT, COPYRIGHT OR TRADEMARK OR
OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERS. OU SHALL NOT BE LIABLE TO
SELLER, SELLER'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO: ANY
CLAIM ARISING FROM THE USE OF THE OU PATENT RIGHTS, OU TECHNICAL INFORMATION, OR
ITEMS PURCHASED FROM SELLER OR FROM THE MANUFACTURE, USE OR SALE OF THE ITEMS
PURCHASED FROM SELLER; OR ANY CLAIM FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF
BUSINESS, OR FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.

         8. LIMITED LIABILITY. Purchaser acknowledges and agrees that SWeNT's
liability for any claims with respect to the Products shall not exceed the
amount paid by Purchaser for the Products under the Order. Such limitations on
SWeNT's liability hereunder shall apply even if SWeNT's liability is due in
whole or in part to its own negligence. Upon accepting any Products, Purchaser
assumes full responsibility for any necessary care of the Products.

         9. WAIVER OF CERTAIN DAMAGES. IN NO EVENT SHALL SWeNT OR ITS
AFFILIATES, PARTNERS, OR SUPPORTERS, OR THE RESPECTIVE OFFICERS, DIRECTORS,
REPRESENTATIVES AND EMPLOYEES OF EACH OF THE FOREGOING BE LIABLE TO PURCHASER OR
ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, REPRESENTATIVES AND
EMPLOYEES, FOR (A) ANY LOSS OF INCOME, PROFIT OR SAVINGS OR COST OF CAPITAL OF
PURCHASER OR ITS AFFILIATES, OR (B) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT,
TORT, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, RESULTING



                                       7
<PAGE>

FROM OR RELATING TO THE ORDER OR THE PRODUCTS DELIVERED PURSUANT TO THE ORDER,
EVEN IF SWeNT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

         10. ENVIRONMENTAL/HANDLING ISSUES; USE OF PRODUCTS; INDEMNIFICATION.
Purchaser acknowledges that it understands that there have not been specific
testing of the effects of the Products on humans who handle or otherwise come
into contact with the Products and that, therefore, the Purchaser acknowledges
and agrees that the Products should and will be handled carefully and any person
coming into contact with the Products should and will be made aware of the
possible risks before choosing to have such contact. In addition, Purchaser
acknowledges that there exist many patent and other claims for the intended use
of the Products or similar products and Seller makes no warranty or
representation, implied or otherwise, as to the use to which Purchaser can put
the Products without infringing on the intellectual property rights of some
third party. Accordingly, to the fullest extent permitted by applicable law,
Purchaser shall defend, indemnify, hold harmless and reimburse SWeNT, its
officers, directors, employees, agents, customers and assigns from and against
all suits, actions, or proceedings, at law or in equity, and from all claims,
damages, losses and expenses (including, without limitation, attorney's fees,
consultants' fees, experts' fees) related to or in connection with (i) the death
or bodily injury of any third party and/or the damage, loss or destruction of
any tangible personal or real property, arising from or related to Purchaser's
use of the Products, or its manufacture or sale of any products utilizing the
Products or (ii) the infringement of any patent, copyright or trademark or other
proprietary or property rights of others arising from or related to Purchaser's
use of the Products, or Purchaser's manufacture or sale of any products
utilizing the Products.

         11. INDEMNIFICATION. To the fullest extent permitted by applicable law,
Purchaser shall defend, indemnify, hold harmless and reimburse SWeNT, its
officers, directors, employees, agents, customers and assigns from and against
all suits, actions, or proceedings, at law or in equity, and from all claims,
damages, losses and expenses (including, without limitation, attorney's fees,
consultants' fees, experts' fees) related to or in connection with (i) the death
or bodily injury of any third party, (ii) the damage, loss or destruction of any
tangible personal or real property, arising from or related to Purchaser's use
of the Products, or its manufacture or sale of any products utilizing the
Products or (iii) the infringement of any patent, copyright or trademark or
other proprietary or property rights of others arising from or related to
Purchaser's use of the Products, or Purchaser's manufacture or sale of any
products utilizing the Products.

         12. GRANTING OF RIGHTS. By these Terms and Conditions, SWeNT is not
granting or licensing to Purchaser any rights in the intellectual property owned
or licensed by SWeNT related to the Products, including but not limited to
patents, copyrights and trademarks. SWeNT expressly intends not to grant any
implied license rights with respect to the purchased items.

         13. FORCE MAJEURE.

            (a) Delay in performance or non-performance of any obligation
contained herein, other than Purchaser's obligation to pay, shall be excused to
the extent such failure or non-performance is caused by a force majeure.

            (b) For purposes of these Terms and Conditions, force majeure shall
mean any cause or event preventing performance of an obligation under the Order
which is beyond the reasonable control of SWeNT or Purchaser, as the case may
be, including without limitation, fire, flood, power shortage, mechanical
breakdown, sabotage, shipwreck, embargo, explosion, strike or other labor
trouble, accident, riot, acts of governmental authority (including, without
limitation, act based on laws or regulations now in existence as well as those
enacted in the future), acts of God, war or acts of terrorism, and other events
or conditions beyond the reasonable control of the affected party.

            (c) A party whose performance is delayed or excused pursuant to this
paragraph shall (i) promptly provide notice to the other party, explaining in
detail the reason for delay or non-performance and the expected duration of any
delay or non-performance. , and (ii) use commercially reasonable efforts to
remedy the delay or non-performance if it is reasonably capable of being
remedied. In the event a force majeure continues for more than thirty (30) days,
the Order may be terminated without any liability by either party upon written
notice thereof to the other.


                                       8
<PAGE>

            (d) In the event of a force majeure restricting or reducing SWeNT's
production and/or delivery capabilities, SWeNT, in its sole discretion, may
allocate its available supply of Products among SWeNT's customers (including
Purchaser) and SWeNT's internal uses. Such allocation shall not be deemed a
breach of this Agreement

         14. NO ASSIGNMENT. Purchaser may not assign the Order, or its right to
receive Products, without the prior written consent of SWeNT. Any such attempted
assignment shall be void.

         15. CHOICE OF LAW. These Terms and Conditions and the Order shall be
interpreted and governed by the law of the State of Oklahoma, excluding its
conflicts of laws rules. The parties specifically exclude the application of the
UN Convention on the Sale of Goods.

         16. CANCELLATION. The Order cannot be cancelled or terminated by
Purchaser in whole or in part except with the written consent of SWeNT.

         17. ENTIRE AGREEMENT; CONSTRUCTION.

            (a) The Order and these Terms and Conditions constitute the entire
agreement between the parties relating to the matters contained therein and
herein. The Order and these Terms and Conditions may not be amended, extended or
modified in any manner, orally or otherwise, except by an instrument in writing
signed by a duly authorized representative of each party.

            (b) If there are any conflicts between the Order and these Terms and
Conditions, then the terms of the Order shall control.

            (c) Each of the provisions of these Terms and Conditions shall apply
to the full extent permitted by law, and the invalidity in whole or in part of
any provisions shall not affect the remainder of such provision or any other
provision.




                                       9
<PAGE>

                                   Exhibit "B"

NSF PHASE II SBIR PROJECT
-------------------------

SCOPE OF WORK

1. IMMEDIATE DEVELOPMENTS RESULTING FROM PHASE I COLLABORATION

1.A. From Phase I,

         -   a swnt material was obtained with promising field emission
             characteristics;

         -   this material, CERSWNT, may be attractive due to:

             o  Cost

             o  Reproducibility

             o  Low field emission

             o  High uniformity

         -   phase I tests were done on simple 1 inch x 1 inch electrodes

1.B. For Phase II it is planned:

         -   Tests on similar materials from SWeNT but on first generation
             1 ft x 1 ft display system of median resolution to improve
             display uniformity and gray scale involving:

             o addressable pixels

             o gate

             o black and white display

         -   Using existing printing methods developed at ANI with their
             composition of binders and ink components other than the
             CERSWNTS developed at SWeNT.

2.    FURTHER DEVELOPMENT TOWARDS COMMERCIAL VIABILITY:

2.A.  SWeNT will develop novel inks for field emission applications with
      improved characteristics:

         -   viscosity and rheological properties - dispersion

         -   suspendability

         -   surface chemistry to optimize deposition & interaction with
             the support


2.B.  Simultaneous developments will be conducted at ANI for different
      printing methods and at SWeNT for improving the inks quality according to
      the uniformity patterns observed on the 1 ft x 1 ft display system
      prototypes.


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<PAGE>

2.C.  ANI will test the different inks developed at SWeNT to do comparative
      studies of the formulations on the following printing methods: -screen
      printing

             o spray

             o dispensing

             o possibly ink jet.



3.    BASED ON EXPERIENCE GAINED WITH THE MEDIUM RESOLUTION DISPLAY (TASK 1) AND
      WORKING WITH THE BEST INK FORMULATION (TASK 2) DEVELOPED AT SWENT, ANI
      WILL BUILD A HIGH-RESOLUTION COLOR DISPLAY FOR DEMONSTRATION.




                                       11
<PAGE>

                                   Exhibit "C"

                                  PRESS RELEASE


       APPLIED NANOTECH AND SOUTHWEST NANOTECHNOLOGIES PARTNER TO DEVELOP
          FLAT PANEL DISPLAY SCREEN USING SINGLE WALL CARBON NANOTUBES

JUNE XX, 2004 -AUSTIN, TX & NORMAN, OK - Austin, Texas-based Applied Nanotech,
Inc., subsidiary of Nano-Proprietary (OTC BB: NNPP), and SouthWest
NanoTechnologies, Inc. of Norman, Oklahoma, today announced that they have
entered into a strategic partnership to develop large area flat panel displays
using single walled carbon nanotubes. Through the partnership, Applied Nanotech
will have the opportunity to utilize the high quality single wall carbon
nanotubes produced by SouthWest NanoTechnologies for developing large area
carbon nanotubes (CNT) TV applications. Additionally, Applied Nanotech is
authorized to represent SouthWest NanoTechnologies on a non-exclusive basis in
Asia.

According to the agreement, the companies will jointly apply for a Phase II SBIR
grant to produce a high quality, high resolution color CNT TV. The companies
will merge technologies, employing the unique and proprietary single wall carbon
nanotubes developed by SWeNT and the patented CNT field emission technology
developed by ANI.

"We are very pleased to be working with Applied Nanotech," said Howard G.
Barnett, Jr., CEO of Southwest NanoTechnologies. "This productive alliance
represents an important stride in the CNT flat panel display market. With
Applied Nanotech's ability to create TV applications with our single wall carbon
nanotubes, we will be able to capitalize on the lagging HDTV market."

HDTV requires a wide screen having a much greater capacity than normal NTSC
(National Television System Committee) standards used today, including a higher
picture quality and low power consumption. The current display technologies,
such as cathode ray tubes (CRTs), plasma displays (PDPs) and liquid crystal
displays (LCDs), do not provide all the necessary requirements. The industry is
turning to field emission displays (FEDs) utilizing carbon nanotubes (CNT) as
electron emitter as the technology of choice for ultra-high definition
wide-screen TVs.

SAFE HARBOR STATEMENT
---------------------

This press release contains forward-looking statements that involve risks and
uncertainties concerning Nano-Proprietary's business, products, and financial
results. Actual results may differ materially from the results predicted. More
information about potential risk factors that could affect our business,
products, and financial results is included in Nano-Proprietary's annual report
on Form 10-KSB for the fiscal year ended December 31, 2002, and in reports
subsequently filed by Nano-Proprietary with the Securities and Exchange
Commission ("SEC"). All documents are available through the SEC's Electronic
Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from
Nano-Proprietary's web site listed below. Nano-Proprietary hereby



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disclaims any obligation to publicly update the information provided above,
including forward-looking statements, to reflect subsequent events or
circumstances.

ABOUT SOUTHWEST NANOTECHNOLOGIES, INC.

SouthWest NanoTechnologies, Inc. (SWeNT(TM)) is commercializing a horizontal
patented technology to supply Single-Wall Carbon Nanotubes for high-volume high
value applications as well as developing enhanced functionality for its
nanotubes for specialty applications. This enabling technology has application
in a variety of industries and materials. The company was incorporated in April
2001 to spin off nanotube technology developed by the University of Oklahoma and
ConocoPhillips. For more information, please visit HTTP://WWW.SWNANO.COM.

ABOUT NANO-PROPRIETARY, INC.

Nano-Proprietary, Inc. is a holding company consisting of two wholly owned
operating subsidiaries. Applied Nanotech Inc. is a premier research and
development organization dedicated to developing applications for nanotechnology
with an extremely strong position in the field of electron emission applications
from carbon film/nanotubes. Electronic Billboard Technology, Inc. (EBT)
possesses technology related to electronic digitized sign technology.
Nano-Proprietary's website is WWW.NANO-PROPRIETARY.COM.


MEDIA CONTACTS:
FOR SOUTHWEST NANOTECHNOLOGIES, INC.

Julie Davis, Marketing Manager
405-217-8388, ext. 12



FOR APPLIED NANOTECH, INC.
Patti D. Hill
BlabberMouth PR
512.218.0401
PATTI@BLABBERMOUTHPR.COM

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