EXHIBIT 10.3

             PATENT SUB-LICENSE AGREEMENT, DATED FEBRUARY 17, 1999
                      BETWEEN JANESVILLE GROUP LIMITED AND
                            LAZER-TEK DESIGNS, LTD.

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                     JANESVILLE/LAZER-TEK PATENT SUB-LICENSE
                                    AGREEMENT

         This Agreement by and between  JANESVILLE  GROUP  LIMITED,  a Wisconsin
corporation  (hereinafter  "Licensor"),  on the one hand, and LAZER-TEK  DESIGNS
LIMITED,  a Nevada  corporation  (hereinafter  "Licensee") is entered into as of
February 17, 1999 (hereinafter the "Effective Date").

         WHEREAS  United  Distillers  & Vintners  (ER)  Limited,  a  corporation
organized under the laws of the United Kingdom ("Distillers"), formerly known as
United  Distillers,  PLC,  is the  assignee of the  Licensed  Patent (as defined
below);

         WHEREAS  Distillers  entered into a written  patent  license  agreement
relating to the Licensed Patent with Podarok  International  Inc. on or about 10
November 1995, a true and correct copy of which is attached  hereto as Exhibit A
("LDI License");

         WHEREAS Laser Design International, LLC, a California limited liability
company  ("LDI")  acquired  the interest of Podarok  International  Inc. in that
license with the consent of Distillers;

         WHEREAS  LDI  entered  into a  written  sublicense  agreement  with the
Janesville  Group,  LTD  ("Janesville")  on or about  February  1997, a true and
correct   copy  of  which  is   attached   hereto  as  Exhibit  B   ("Janesville
Sub-License"), with the consent of Distillers;

         WHEREAS  Licensee has  manufactured and sold and desires to continue to
manufacture and/or sell in the future products that come within the scope of the
Licensed Patent;

         WHEREAS Licensee desires to obtain a license to the Licensed Patent and
Licensor is willing to grant to Licensee a license to the Licensed Patent on the
terms set forth below.

         NOW THEREFORE,  in view of the above premises and the following  mutual
covenants and promises, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                                                                   Page 1

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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT

1.1      "Licensed Patent" means  United  States  Patent No. 5,206,496 (the "496
Patent")  issued April 7, 1993 and the foreign  counterparts to the '496 patent,
as listed on Schedule 1 of the Janesville Sub- License

1.2      "Net Sales" means  the sale, lease, or other disposition of Products by
Licensee and its  Affiliates,  reduced by any units of Products  returned to and
accepted by  Licensee or its  Affiliates  for which the  purchase  price of such
units has been refunded in full. For sales of licensed products to an Affiliate,
sister  company,  subsidiary,  or  entity  otherwise  related  to  the  Licensee
(hereinafter "Related Company),  the higher of the Related Company's purchase or
sale price for each item will be included in Net Sales;  provided  however  that
the Net Sales to such  Related  Company  shall  not be  recognized  for  royalty
calculations  until sold by the  Related  Company to a  non-Related  Company and
shall  then be  recognized  as a sale at the  higher  of the  Related  Company's
purchase or sale price.

1.3      "Laser Crystal Products" means decorative objects that contain internal
images that have been created inside a transparent medium using a laser.

1.4      "Product" or "Products" means all articles made and/or sold by Licensee
which are Laser Crystal  products that, in the absence of this Agreement,  would
infringe one or more claims of any  Licensed  Patent,  when made,  used or sold.
"Products"  shall be specifically  limited to the "Decorative  Field of Use," as
defined by the LDI License as of the Effective Date of this Agreement.

1.5      "ASI, Premium & Retail Market Segments" means Products that are sold in
the specialty advertising ("ASI"), premium, and retail market segments,  limited
editions,  collectibles, and portraits (or busts) sold within the United States,
Canada,  Mexico, the United Kingdom, and all countries in Central America, South
America, and the Caribbean Basin.

1.6     "Affiliate" means a corporation or other entity that is controlled or is
controlled  by Licensee  or  Licensor.  The term  Affiliate  includes  Lazer-Tek
Designs, Inc. and Scanova Limited,  provided,  however, that they are considered
Affiliates only so long as ownership and control by Licensee exists.

                                   ARTICLE II

                            LICENSE GRANT AND RELEASE

2.1      LICENSE.  Subject  to  Licensee's compliance with all material terms of
this agreement,  Licensor hereby grants to Licensee under the Licensed Patent, a
non-exclusive,  royalty-bearing,  sub- license of the Janesville  Sub-License to
make,  use,  import,  offer for sale,  sell,  lease,  or,  otherwise  dispose of
Products in the ASI Premium & Retail  Market  Segments.  For the purpose of this
Agreement,  all  terms  are  deemed  material  with the  exception  of the terms
governed by the following sections: 5.1, 9.6, 9.7, 9.8, and 9.9. Compliance with
non-material  terms may be enforced (subject to the notice and cure requirements
of  section  7.2)  through  binding  arbitration,   with  the  prevailing  party
recovering costs its costs and attorneys fees.


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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT


2.2      GEOGRAPHIC  LIMITATION.  The  geographic  scope of the license shall be
limited to products that are sold within the United States,  Canada, Mexico, the
United Kingdom,  and all countries in Central  America,  South America,  and the
Caribbean Basin.

2.3      JANESVILLE  SUB-LICENSE LIMITATION.  The scope of this license shall be
no  broader  than the  scope of the  Janesville  Sub-License,  attached  to this
Agreement as Exhibit B..

2.4     COVENANT NOT TO SUE.  Subject to Licensee's compliance with the terms of
this Agreement,  Licensor shall not assert any claim or action against Licensee,
its distributors,  or direct or indirect  customers for practicing any method or
process  within the scope of the Licensed  Patent,  in using a Product for which
all applicable royalties have been paid to Licensor under this Agreement.

2.5      NO IMPLIED LICENSES.  Except as expressly stated in this Article II, no
other rights or licenses are granted to Licensee,  express or implied, by virtue
of this Agreement.

2.6      CHANGES  IN  CONTROL  OF LICENSEE.  Licensor has the right to terminate
this license following changes in control of Licensee,  unless the prior written
approval of Licensor  is  obtained,  which  approval  shall not be  unreasonably
withheld.  Provided, however, that Licensee agrees to notify Licensor in advance
of any such proposed  change in control and to provide  Licensor in advance with
relevant  financial  data and  information  about new investors and  purchasers.
Should  Licensee  (or  any  proposed   investor/purchaser)   dispute  Licensor's
decision,  then the sole remedy shall be AAA  arbitration  under its  Commercial
Rules in the Janesville,  Wisconsin are by a three-arbitrator  panel,  reviewing
the decision as quickly as possible with any damages claims waived.

                                   ARTICLE III

                        LICENSE FEES AND ROYALTY PAYMENTS

3.1      ROYALTY PAYMENTS.  Within  thirty (30) days  after  completion  of each
calendar quarter, Licensee will pay to Licensor royalties in accordance with the
rates below based on the Net Sales during that  quarter.  Licensee  will provide
with each payment a statement  certified  to be correct by Licensee,  specifying
the Net Sales for the  quarter,  and the total  royalties  owed  (with a copy to
LDI). Such payment will commence upon  completion of the first calendar  quarter
after the  Effective  Date.  In order for royalties to be put on a calendar year
basis,  the  remainder  of 1999  shall be  treated  as a year for  royalty  base
calculations.  Thereafter,  the royalty  bases shall be calculated on a calendar
year basis. Royalties shall begin to accrue on any sales after April 15, 1999.


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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT

               ANNUAL SALES VOLUME               PERCENTAGE

         Up to $500,000                          17%

         $500,000 to $750,000                    20%

         $750,000 to $1,000,000                  20%

         $1,000,000 and over                     20%

         No more than one royalty shall be paid  for  any Product, and royalties
shall not be paid to both  Licensor  and LDI for any Product.  It is  understood
that incorrect payment of a royalties to Licensor shall not operate as a breach,
default or  noncompliance,  so long as the  aggregate  payment of  royalties  to
Licensor and LDI is correct for the period.

3.2      EXAMINATION  OF RECORDS; AUDITS.  Licensee agrees to maintain all books
and  records  necessary  and  sufficient  to enable  Licensor to  determine  the
accuracy of the  initial  fee for a period of four (4) years from the  Effective
Date and royalties  paid to Licensor under this  Agreement.  Licensor shall have
the right to formally audit by written notice, but may not audit more frequently
than  annually.  Audits  shall  be  performed  by a  firm  of  certified  public
accountants  reasonably  acceptable to both parties. If the parties cannot agree
on a firm of certified  public  accountant,  then Licensor may choose one of the
top  five  nationally  recognized  certified  public  accounting  firms  or,  at
Licensor's election,  Licensor and Licensee shall each select an accounting firm
and agree that those  accounting  firms may select a third firm for the purposes
of auditing.  Licensee will allow the  examination of the records of Licensee by
the selected  certified  public  accountants  for the purpose of determining the
accuracy  of  royalties  paid or  payable by  Licensee  to  Licensor  under this
Agreement. The parties to the audit will agree to abide by the results. Licensee
will  agree  to  fully  cooperate.  Auditing  expenses  shall  be  borne  by the
requesting  party.  If the audit  determines  a shortfall  in royalty  payments,
Licensee  will  promptly  pay all  shortfalls.  If the  shortfall is 5% or more,
Licensee will pay all audit costs and expenses; if 10% or more, then in addition
Licensee  will  pay a  penalty  equal  to  20% of any  shortfall.  If the  audit
determines a shortfall in royalty payments, Licensee shall have thirty (30) days
after  written  determination  of the  audit to pay any  shortfall  or  penalty.
Provided  however that for any audit for  calendar  year 1999,  maximum  penalty
should be reduced to 10%.


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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT


3.3      LATE PAYMENTS; ATTORNEYS' FEES.  Licensee agrees to pay Licensor a late
charge of five  percent  (5%) of any  amounts  not paid when due.  In  addition,
interest  will be due and payable on past due amounts at the rate of one percent
(1%) per  month.  Lazer-Tek  agrees  to pay  attorneys  fees in the event of any
successful court action undertaken for collection.

3.4      MAINTENANCE OF RECORDS.  Licensee shall maintain all books and  records
necessary  and  efficient to enable  Licensor to  determine  the accuracy of the
royalties  paid to  Licensor  under  this  Agreement  for a  period  of four (4)
calendar  years after the applicable  calendar year,  after which Licensee shall
have no  obligation  to maintain  and  Licensor  shall have no right to inspect,
examine or audit any such books or records relating to such applicable  calendar
year.

                                   ARTICLE IV

                         LIMITED WARRANTY AND INDEMNITY

4.1      EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE IV, NO  OTHER WARRANTIES  OR
REPRESENTATIONS  ARE  GIVEN  BY  LICENSOR  OR  LICENSEE  UNDER  THIS  AGREEMENT,
including  but not limited to, any  warranty  or  representation:  (a) as to the
validity of the Licensed Patent;  (b) that any manufacture,  importation,  sale,
lease,  use, or other  disposition of Products will be free from infringement of
another party's intellectual property rights; (c) that Licensor will enforce any
intellectual  property  rights it may have in the Licensed  Patent against third
parties; or (d) as to the quality, merchantability,  or fitness for a particular
purpose of any Product.

4.2      Licensee  shall  defend, indemnify and  hold harmless Licensor, and its
directors,  officers,  employees  and  affiliates,  from and against any claims,
liabilities,  actions,  costs or damages  (including fees of attorneys and other
professionals) arising from Licensee's manufacture, use, sale or distribution of
Products,  or any  representations  by Licensee  concerning  Products,  provided
Licensor gives Licensee notice of such claim,  provides  reasonable  cooperation
and  assistance  in  connection  with  such  claim,  and does  not  agree to any
settlement without Licensee's consent.

4.3      Licensee will provide reasonable cooperation and assistance to Licensor
in connection  with any litigation  concerning the Licensed Patent brought by or
against  a third  party,  including  but not  limited  to any  action  or  claim
involving alleged infringement of the Licensed Patent.

4.4      Licensor represents and warrants that Licensor has sufficient  interest
in the  Licensed  Patent to grant  the  licenses  that are  granted  under  this
Agreement.

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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT

                                    ARTICLE V

                                 CONFIDENTIALITY

5.1      Licensee  agrees  not to disclose the financial terms of this Agreement
to any third party  without  Licensor's  prior written  consent,  except that if
Licensee  is  required  by law or is  ordered  to produce  such  information  by
subpoena or other  judicial or  governmental  order,  Licensee will  immediately
inform  Licensor and will  provide  reasonable  cooperation  and  assistance  to
Licensor in seeking  confidential  treatment of such  information  in connection
with the proceedings for which the information is sought.

                                   ARTICLE VI

                                 PATENT NOTICES

6.1      Licensee  will mark each Product or its packaging with a notice of U.S.
Patent No. 5,206,496 or other patents licensed as applicable.

                                   ARTICLE VII

                              TERM AND TERMINATION

7.1      TERM.    The  obligation  to  pay  royalties under this Agreement shall
continue,  and Licensee  agrees to pay  royalties  on any Licensed  Product sold
until the  earlier of (1) the  expiration  of the term of the '496 patent or (2)
after  all  possibility  of appeal  has been  exhausted  for any final  judgment
declaring all claims of the '496 patent invalid.,  unless terminated  earlier in
accordance  with Section 7.2. The  continued  validity,  enforceability,  and/or
patent term of foreign counterparts for the '496 patent will not affect the term
of this Agreement.

7.2      TERMINATION.

            (a) If there should occur a material beach, default or noncompliance
         by one party (the "Defaulting  Party") of or with any term or condition
         hereof   followed  by  written  notice  of  such  breach,   default  or
         noncompliance from the other party (the "Non-Defaulting Party") and the
         failure  of the  Defaulting  Party to remedy or  correct  such  breach,
         default or  noncompliance  within sixty (60) days after receipt of such
         notice,  then,  in addition to any other remedy  available at law or in
         equity or under this Agreement,  the  Non-Defaulting  Party may, at its
         election, terminate this Agreement.

            (b)  Licensor  may,  at its election, terminate  this Agreement upon
         Licensee's bankruptcy or reorganization for the benefit of creditors.

7.3    In the event this Agreement is terminated in accordance with this Article
VII,  then  the  license  rights  granted  to  Licensee by  this Agreement shall
immediately terminate, except that Licensee shall have the right to sell any



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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT


completed units of Products in existence as of the date of termination,  subject
to, and provided Licensee has at all times complied with, its obligations to pay
royalties and submit to audit in accordance with this Agreement.  The provisions
of Sections 1, 2.4, 3, 4, 5, 7.3, 8 and 9 and any liability  arising from breach
of this Agreement will survive termination of this Agreement.

                                  ARTICLE VIII

                             LIMITATION OF LIABILITY

8.1      DISCLAIMER OF CONSEQUENTIAL, ETC. DAMAGES. IN NO EVENT SHALL A PARTY BE
LIABLE  TO THE  OTHER  PARTY OR ANY  OTHER  PERSON  FOR ANY  SPECIAL,  INDIRECT,
INCIDENTAL,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OF ANY KIND,  INCLUDING BUT NOT
LIMITED TO, LOSS OF PROFITS OR DAMAGES TO THE OTHER PARTY'S BUSINESS  REPUTATION
HOWEVER  CAUSED  AND ON ANY  THEORY  OF  LIABILITY,  WHETHER  IN AN  ACTION  FOR
CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,  WHETHER
OR NOT THE OTHER PARTY HAS BEEN  ADVISED OF THE  POSSIBILITY  OF SUCH DAMAGE AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

8.2      LIMITATION  OF  LIABILITY.  At no time shall a party's liability to the
other  party in  connection  with any claim  related to or  arising  out of this
Agreement  exceed the royalties paid under this  Agreement  within the preceding
twelve months.

                                   ARTICLE IX

                                     GENERAL

9.1      INCORPORATION  OF LDI  LICENSE TERMS.  This license shall be subject to
the terms of the LDI License,  and Lazer-Tek  agrees to be bound by its terms to
the extent that such term impose obligations on LDI as licensee. This obligation
specifically  extends  to  insurance  requirements  imposed by  Distillers,  and
Lazer-Tek  agrees to provide  such  coverage  as  Distillers  in its  reasonable
opinion considers appropriate.  Further,  Lazer-Tek agrees to provided copies of
all insurance certificates and renewal certificates to LDI and Distillers within
thirty days of receipt of the same.

9.2      INCORPORATION OF  JANESVILLE SUB-LICENSE  TERMS.  This license shall be
subject to the terms of the Janesville  Sub-License,  and Lazer-Tek agrees to be
bound by its terms to the extent that such term impose obligations on Janesville
as sub-licensee.  This obligation specifically extends to insurance requirements
imposed by  Distillers,  and Lazer-Tek  agrees to provide  coverage as UD in its
reasonable  opinion  considers  appropriate,   and  any  additional  amounts  as
Janesville in its reasonable opinion considers appropriate.  Further,  Lazer-Tek
agrees to provided copies of all

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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT


insurance  certificates  and renewal  certificates  to Janesville and Distillers
within thirty days of receipt of the same.

9.3      BELOW COST SALES.  No sales will be made below cost, except for samples
or promotional items in commercially reasonable quantities.

9.4      NO WAIVER.  No waiver by Licensor, express or implied, of any breach of
any term,  condition,  or obligation of this  Agreement by the Licensee shall be
construed  as a waiver of any  subsequent  breach  of that  term,  condition  or
obligation,  or of any other term, condition, or obligation of this Agreement of
the same or different nature.

9.5      NO  ASSIGNMENT OR SUBLICENSING.  Licensee shall not assign or otherwise
transfer,  by  contract,  operation  of law or  otherwise,  without  the written
consent of both  Licensor and  Distillers,  this  Agreement or any license right
granted  hereunder  or any  interest  herein,  or grant any  sublicense  for any
purpose under this Agreement,  and any such  assignment,  transfer or sublicense
shall be null and void.

9.6      GOVERNING LAW.  This Agreement shall be construed under the laws of the
State of  California  and the United  States of America as though  entered  into
between two  parties  residing  in  California  to be  performed  wholly  within
California.

9.7      COMPLETE AGREEMENT.  This Agreement sets forth the entire understanding
between the parties and supersedes all prior discussions,  representations,  and
agreements  between  them  as to the  subject  matter  of this  Agreement.  This
Agreement   cannot  be   modified   except  in   writing   by  duly   authorized
representatives of both parties.

9.8      EXPORT CONTROL.  Licensee shall be responsible for ensuring it complies
with all laws and  regulations of the United States  Government  relating to the
export of Products from the United States.


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                               JANESVILLE/LAZER-TEK PATENT SUB LICENSE AGREEMENT


9.9      NOTICES.  A  notice, request, or statement hereunder shall be deemed to
be  sufficiently  given or rendered when sent by certified mail and addressed to
such address as may be specified by written notice.


IN WITNESS THEREOF, the parties have executed this Agreement

LICENSOR:
                                 JANESVILLE GROUP LIMITED


                                 /s/ DENNIS L. PORTER
                                 --------------------------------------------
                                 By:   DENNIS L. PORTER
                                    -----------------------------------------
                                 Its:       PRESIDENT
                                     ----------------------------------------

LICENSEE:
                                 LAZER-TEK DESIGNS LIMITED


                                 /s/ LENA WALTHER
                                 --------------------------------------------
                                 By:    LENA WALTHER
                                    -----------------------------------------
                                 Its:        PRESIDENT
                                     ----------------------------------------

THIS SUB-LICENSE IS APPROVED:

                                 UNITED DISTILLERS & VINTNERS (ER)
                                 LIMITED


                                 --------------------------------------------
                                 By: ________________________________________
                                 Its: _______________________________________

                                 LASER DESIGN INTERNATIONAL, LLC


                                 /s/ BRIAN LIDDICOAT
                                 --------------------------------------------
                                 By:    BRIAN LIDDICOAT
                                    -----------------------------------------
                                 Its:   CHIEF OPERATING OFFICER
                                     ----------------------------------------


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