EXHIBIT 10.2

              PATENT SUB-LICENSE AGREEMENT, DATED JANUARY 1, 2002,
                  BETWEEN LASER DESIGN INTERNATIONAL, LLC AND
                              CRYSTALIX USA GROUP






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                                           LDI/CUSA PATENT SUB-LICENSE AGREEMENT

                               LDI / CRYSTALIX USA
                          PATENT SUB-LICENSE AGREEMENT

         This Agreement by and between Laser Design International,  LLC ("LDI"),
a California  limited liability  company  (hereinafter  "Licensor"),  on the one
hand, and CRYSTALIX USA ("CUSA"),  a corporation  organized in the United States
(hereinafter  "Licensee")  is entered into as of (OCTOBER 1, 2001)  (hereinafter
the "Effective Date").

         WHEREAS  LDI has  acquired  from  United  Distillers  &  Vintners  (ER)
Limited,  a  corporation   organized  under  the  laws  of  the  United  Kingdom
(hereinafter  "Distillers"),  certain sole and  exclusive  rights in the certain
patents listed in Exhibit A to this Agreement;

         WHEREAS  LDI has  acquired  all  rights in  United  States  Patent  No.
5,637,244 from its predecessor company, Podarok International, Inc.;

         WHEREAS  CUSA  desires  to  obtain a  non-exclusive  license  under the
Licensed  Patents  and LDI desires to grant to CUSA a  non-exclusive  license to
these patents according to 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

1.1      "The  UDV  Patents"  shall  mean  United States Patent No. 5,206,496 to
Clement et al. (the "US 5,206,496 Patent") issued on or about April 27, 1993 and
the foreign counterparts to the US 5,206,496 patent, as listed in Exhibit A.

1.2      "The  US  5,637,244  Patent"  shall  mean  the United States Patent No.
5,637,244  to Erokhin  issued on or about June 10, 1997 and  assigned to Podarok
International,  Inc.,  which has since merged into Laser  Design  International,
LLC.

1.3      "The Licensed  Patents" shall mean, together, the "UDV Patents" and the
"US 5,637,244 Patent".

1.4      "Net  Sales"  shall  mean  the  sale,  lease,  or  other disposition of
Decorative  Products by  Licensee  and its  Affiliates,  reduced by any units of
Decorative  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, parent company,  controlling
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


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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.

1.5      "Laser Subsurface Engraving Machine" shall mean any laser marking
device whose  construction or method of operation falls within the claims of the
Licensed Patents.

1.6      "Laser Subsurface Engraving Product" shall mean objects that contain
internal  decorative  or  indicative  images  that  have been  created  inside a
transparent medium with a Laser Subsurface  Engraving  Machine,  as described in
the claims of the Licensed Patents.

1.7      "Decorative Product" or "Decorative Products" shall mean all Laser
Subsurface  Engraving  Products made and/or sold by Licensee  under the terms of
this  Agreement  which are Laser  Subsurface  Engraving  Products  that,  in the
absence of this  Agreement,  would  infringe  one or more claims of the Licensed
Patents, when made, use, or sold. This shall specifically include products which
should be reasonably  expected by Licensee to be re-sold into a nation where one
of the Licensed  Patents  remains valid and  enforceable  as to any claim.  This
shall further be specifically  limited to Laser  Subsurface  Engraving  Products
which fall within the "Decorative  Field of Use," as that term is defined in the
November 1995 United Distillers - LDI Patent License Agreement.

1.8      "Giftware Market Segments" means Products that are sold in the
specialty  advertising ("ASP"), ASI premium,  Museum,  Award, Trophy,  Corporate
Gift,  Nonwearable  Jewelry,  Personalized Gift, Giftware "Cubes",  and Souvenir
market  segments,  including sales of such product to the Retail Market Segment.
The Retail  Market  Segment of the Giftware  Market  Segment shall be defined as
"Sales to Retailers and  Distributors  serving the Retail Market".  The Giftware
Market Segments,  whether Retail or otherwise,  do not include Products that are
sold as household decorations or architectural glass products.

1.9      "Flat Glass and Architectural Glass Market Segments" means Products
that are sold in the flat glass or architectural glass market and intended to be
used as household or  architectural  decorations  including  lamps,  lamp bases,
portrait  frames,  shower panels,  partitions,  table tops,  and windows,  etc.,
whether  sold via  retail or any other  channel  of  distribution.  This  Market
Segment specifically excludes products described in the Giftware Market Segments
listed above.

1.10     "Affiliates" shall mean a corporation or other entity that controls or
is controlled by LDI or CUSA.

1.11     Improvement" shall mean any modification of a Laser Subsurface
Engraving Machine which enhances its operability,  effectiveness,  or efficiency
in making Laser Subsurface  Engraving  Products under the claims of the Licensed
Patents with the exception of any such  modification(s) that is the subject of a
separate patent issued to CUSA.

1.12     "LDI Subsurface Engraving Licensees" shall mean entities which have
executed  licenses of the Licensed  Patents with LDI,  allowing said entities to
make, use and sell Laser Subsurface Engraving Products.


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                                   ARTICLE II

                            LICENSE GRANT AND RELEASE

2.1      LICENSE OF THE UDV PATENTS.  Subject to CUSA's compliance with all
material  terms of this  Agreement  and  subsequent  to the  written  consent of
Distillers,   LDI  grants  to  CUSA  under  the  UDV  Patents  a  non-exclusive,
non-transferable,  royalty-bearing, sub-license of The UDV Patents to make, use,
import,  offer for sale,  sell,  lease,  or,  otherwise  dispose  of  Decorative
Products in the Giftware  Market  Segments and the Flat Glass and  Architectural
Glass Market Segments, and to make, use, import, offer for sale, sell, lease, or
otherwise dispose of Laser Subsurface  Engraving Machines only to LDI Subsurface
Engraving  Licensees subject to the limitations  expressly provided elsewhere in
this Agreement. For the purpose of this Agreement, all terms and deemed material
with the exception of the terms  governed by the following  sections:  5.1, 9.3,
9.4, 9.5, and 9.6.  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  its costs and attorneys  fees.  For all
elements of the UDV Patents,  the scope of this sub-license  shall be no broader
than the scope of the rights granted to LDI by Distillers.

2.1.1    LICENSE OF THE US 5,637,244 PATENT.  Subject to CUSA's compliance  with
all material  terms of this  Agreement,  LDI hereby  grants to CUSA under the US
5,637,244   Patent,   a   non-exclusive,   non-transferable,    royalty-bearing,
sub-license of The US 5,637,244  Patent to make,  use,  import,  offer for sale,
sell, lease, or, otherwise dispose of Decorative Products in the Giftware Market
Segments and the Wearable Jewelry and Gemstone  Material Market Segments and the
Flat Glass and  Architectural  Glass Market Segments,  and to make, use, import,
offer for sale, sell, lease, or otherwise dispose of Laser Subsurface  Engraving
Machines only to LDI Subsurface  Engraving  Licensees subject to the limitations
expressly  provided  elsewhere  in  this  Agreement.  For  the  purpose  of this
Agreement,  all  terms  are  deemed  material  with the  exception  of the terms
governed by the following sections: 5.1, 9.3, 9.4, 9.5, and 9.6. 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 its costs and attorneys fees.

2.2      JANESVILLE AGREEMENT LIMITATION.  CUSA acknowledges that LDI has
granted  certain  exclusive  rights  to the  Janesville  Group  in an  agreement
executed  December 1995 ("The  Janesville  Agreement") to  manufacture  and sell
Decorative Product in the Giftware Market Segments within North America, Central
America,  South America, and the Caribbean Basin ("The Americas").  CUSA and LDI
agree that CUSA will not make or sell any  Decorative  Product or dispose of any
Laser Subsurface Engraving Machine whose manufacture,  sale, or use by CUSA or a
customer  of CUSA  would  conflict  with the  exclusive  rights  granted  to the
Janesville  Group under the Janesville  Agreement  unless the  Janesville  Group
expressly  agrees in writing to allow the  manufacturer  and/or  sale and/or use
which would otherwise so conflict.

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2.3      COVENANT NOT TO SUE.  Subject  to  CUSA's  compliance with the terms of
this  Agreement,  LDI shall not assert  any claim or action  against  CUSA,  its
distributors,  or direct or  indirect  customers  for  practicing  any method or
process within the scope of the Licensed Patents,  in making,  using, or selling
any Decorative Product for which all applicable  royalties have been paid to LDI
under  this  Agreement.  Subject  to  CUSA's  compliance  with the terms of this
Agreement,  LDI  shall  not  assert  any  claim  or  action  against  CUSA,  its
affiliates,  or  distributors,  for  practicing any method or process within the
scope of the  Licensed  Patents,  in the process of preparing or selling a Laser
Subsurface  Engraving Machine for which all applicable  royalties have been paid
to LDI under  this  Agreement  and whose  purchaser  or  intended  user has been
granted a separate patent sub-license of the Licensed Patents by LDI and UDV.

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

2.5      IMPROVEMENTS.  CUSA shall promptly inform LDI of any Improvements.  LDI
shall  have a right of first  refusal  to  obtain a  non-exclusive  royalty-free
license from CUSA for any accepted Improvement. If LDI fails to either refuse or
accept any  Improvement  within ninety (90) days after being informed by CUSA of
the  Improvement,  then LDI shall be deemed  to have  rejected  the offer of the
license.  CUSA shall make  available  to LDI and its patent  licensees  any CUSA
patented  technologies  which concern laser  subsurface  marking in a reasonable
manner at a commercially reasonable cost.

         Should LDI acquire additional patent rights which would be infringed by
practicing under  the Licensed Patents, LDI will offer to CUSA a license of such
rights at no additional cost.

2.6      INSURANCE.  CUSA  will  throughout  the term of this Agreement maintain
product  liability  insurance  of such  nature  and such  amount as both LDI and
Distillers shall separately consider appropriate in their reasonable opinion and
shall so state to CUSA.  CUSA  shall  further  produce  copies of all  insurance
certificates  and renewal  certificates  to LDI within twenty days of receipt of
the same. CUSA agrees that failure to maintain such product liability  insurance
will, for the purposes of The UDV Patents only, be a treated as a breach of this
Agreement not capable of remedy.

                                   ARTICLE III

                                  CONSIDERATION

3.1      LICENSE TRANSFER FEE:  Upon execution of this Agreement, CUSA shall pay
to LDI or have already paid an initial License Transfer Fee of US$10,000.00.  An
additional  License  Transfer  Fee of  $15,000.00  shall  be paid  on or  before
February 1, 2002.



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3.2      ROYALTY PAYMENTS.  Within thirty (30) days after the completion of each
calendar quarter,  CUSA will pay to LDI a royalty in United States dollars equal
to 10% of the Net Sales  during that  quarter for sales of  Decorative  Products
manufactured  under the terms of this Agreement and sold to all Market  Segments
except the Flat Glass and Architectural Glass Market Segments.

For Decorative  Products sold to the Flat Glass and  Architectural  Glass Market
Segments, the royalty rate shall be equal to 3% of Net Sales during the quarter.
When Net Sales by  Licensee  to the Flat Glass and  Architectural  Glass  Market
Segments  have reached  $500,000  within a calendar  year,  the royalty rate for
sales to the Flat  Glass and  Architectural  Glass  Market  Segments  above that
amount within the same calendar year shall be reduced to 2%.

Within thirty (30) days after the completion of each calendar quarter, CUSA will
pay to LDI in  United  States  dollars  a  royalty  equal to $1 for  each  Laser
Subsurface Engraving Machine sold within that calendar quarter to LDI Subsurface
Engraving  Licensees.  For  purposes  of  this  agreement,  a  Laser  Subsurface
Engraving  Machine will be considered to have been sold in the calendar  quarter
during which the principal sales agreement between CUSA and the purchaser of the
Laser Subsurface Engraving Machine has been signed and/or otherwise executed.

CUSA will provide with each payment a Statement certified to be correct by CUSA,
specifying  the Net  Sales of  Decorative  Products  for the  quarter  by market
segment and geographic area, the calculations, and the total royalties owed, all
in a form  reasonably  acceptable  to  LDI.  For  each  sale,  lease,  or  other
disposition of a Laser Subsurface Engraving Machine, the Statement will list the
name and address of the customer and the number and type of machines  purchased,
leased, or otherwise  disposed of. Such payment will commence upon completion of
the first full or partial  calendar  quarter  after the  Effective  Date.  If no
royalty-bearing  Net Sales have been made in any particular  quarter,  CUSA will
provide a statement within thirty (30) days after the completion of that quarter
stating  that no  royalty-bearing  Net  Sales  have  been  made in the  previous
quarter.

For all sales by CUSA not in United  States  dollars,  the total of Net Sales by
CUSA shall be converted into United States dollars using the currency conversion
rates  listed  in the  Wall  Street  Journal  published  on the  last day of the
calendar quarter or the day closest to the end of the calendar quarter for which
royalty payments are calculated.

3.3      EXAMINATIONS OF RECORDS; AUDITS.  CUSA agrees to maintain all books and
records  necessary and sufficient to enable LDI to determine the accuracy of the
Statement(s)  described  in Section  3.2 for a period of four (4) years from the
date that the Statement  was due. LDI 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.


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CUSA will allow the examination of its records by the selected  certified public
accountants  for the purpose of  determining  the accuracy of royalties  paid or
payable by CUSA to LDI under this Agreement. The Parties to the audit will agree
to abide by the  results.  CUSA will  agree to fully  cooperate  with the audit.
Auditing  expenses shall be borne by LDI. If the audit determines a shortfall in
royalty payments, CUSA will promptly pay all shortfalls. If the shortfall is 10%
or more, CUSA will pay all reasonable audit costs and expenses;  if 20% or more,
then in addition CUSA will pay a penalty equal to 20% of any  shortfall.  If the
audit  determines a shortfall in royalty  payments,  CUSA shall have thirty (30)
days after written determination of the audit to pay any shortfall or penalty.

3.4      LATE PAYMENTS; ATTORNEYS' FEES.  In addition to any payments owed under
Paragraph  3.3, CUSA agrees to pay LDI 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.  CUSA  agrees to pay
attorneys  fees in the  event of any  successful  court  action  undertaken  for
collection.

3.5      MOST  FAVORED  LICENSE.  In  the  event  that LDI  later executes a new
license of the Licensed  Patents to any other entity which grants  rights in any
Market Segment(s) where CUSA  concurrently has rights under this Agreement,  and
said license contains more favorable  financial terms than those enjoyed by CUSA
for said Market  Segment(s),  LDI shall promptly  notify CUSA and offer CUSA the
option to enjoy the same financial  terms for said Market  Segment(s) as long as
those terms  continue to remain in effect under said new license for said Market
Segment(s).  CUSA must exercise this option within 30 (thirty) days of receiving
said notice from LDI and CUSA shall not enjoy said new  financial  rights  until
LDI receives notice that CUSA has exercised the option.

In the event that the  Janesville  Group later agrees to permit any other entity
to make or sell Decoratie  Product in any Market Segment(s) where Janesville has
exclusive  rights but has not granted rights to CUSA under Paragraph 2.2 of this
Agreement,  LDI shall not agree to allow the  Janesville  Group to transfer such
rights to the other entity unless the same rights are offered to CUSA.

3.6      PAST SALES.  Within  a  reasonable  period, CUSA will supply LDI with a
complete and accurate  list of the names and addresses of all customers of Laser
Subsurface  Engraving Machines who have purchased or received such machines from
CUSA or any Affiliate of CUSA before the Effective Date of this Agreement.  CUSA
and  its  Affiliates   shall  also  assist  LDI  in  negotiating  and  obtaining
non-exclusive  licenses of the Licensed Patents with un-licensed  users of Laser
Subsurface Engraving Machines manufactured by CUSA or any Affiliate of CUSA.




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                                   ARTICLE IV

                         LIMITED WARRANTY AND INDEMNITY

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

LDI will keep CUSA  reasonably  informed  as to any  final  rulings  in legal or
government proceedings which affect the claims of the Licensed Patents.

4.2     CUSA shall defend, indemnify, and hold harmless both LDI and Distillers,
and their directors,  officers,  employees, and Affiliates, from and against any
claims, liabilities,  actions, costs or damages (including fees of attorneys and
other professionals) arising from CUSA's manufacture,  use, sale or distribution
of Laser Subsurface  Engraving Product or any representations by CUSA concerning
Laser  Subsurface  Engraving  Product,  provided  LDI gives CUSA  notice of such
claim,  provides  reasonable  cooperation and assistance in connection with such
claim, and does not agree to any settlement without CUSA's consent.

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

Each party shall have the right, but not the obligation,  to bring an action for
infringement  of the  Licensed  Patents.  The party not bringing the action will
reasonably cooperate and assist therein,  including a) joining as a named party,
if necessary;  and b) furnishing  relevant  evidence and  testimony,  all at the
expense  of the party  initiating  the  action.  Any  monetary  award or damages
resulting  from such action  shall be accorded to the party  bringing the action
unless otherwise agreed by the parties.  Licensor's agreement to join as a named
party to a legal action  initiated by Licensee may be contingent on a showing by
Licensee that it has the financial  resources  necessary to sustain and complete
the litigation.

4.4      LDI  represents  and  warrants  (a) that  LDI  has sufficient ownership
interest in the Licensed  Patents to grant the licenses  that are granted  under
this Agreement,  subject to the approval of Distillers and (b) that,  subject to
the  receipt  of  applicable  approvals  from  Distillers  and  Janesville,  any
manufacture,  importation,  sale,  lease,  use,  or other  disposition  of Laser
Subsurface Engraving Product will be free from infringement of the patent rights
of Janesville or Distillers.


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                                    ARTICLE V

                                 CONFIDENTIALITY

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

                                   ARTICLE VI

                                 PATENT NOTICES

6.1     CUSA will mark each Decorative Product or its packaging with a notice of
U.S. Patent No.  5,206,496 and U.S. Patent No. 5,637,244 or the numbers of other
licensed patents as applicable.

                                   ARTICLE VII

                              TERM AND TERMINATION

7.1      TERM.  In exchange for LDI's Covenant not to Sue contained in Paragraph
2.3, the  obligation to pay royalties  under the terms of this  Agreement  shall
continue until the earlier of (1) the expiration of the term of the US 5,637,244
patent,  the US 5,206,496  patent and all foreign  counterparts or (2) after all
possibility  of appeal has been  exhausted  for any final  judgment or judgments
which  collectively  declare  all  claims  of the US  5,637,244  patent,  the US
5,206,496 patent and all foreign counterparts invalid, unless terminated earlier
in accordance with Section 7.2

7.2      TERMINATION.

         (a)      If   there   should  occur  a  material  breach,  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)      LDI may, at its election, terminate this Agreement upon CUSA's
         bankruptcy or reorganization for the benefit of creditors.



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7.3      In  the  event  this  Agreement  is  terminated in accordance with this
Article VII, then the license  rights  granted to CUSA by this  Agreement  shall
immediately  terminate,  except  that  CUSA  shall  have  the  right to sell any
completed  units  of  Decorative  Products  in  existence  as  of  the  date  of
termination,  subject to, and provided CUSA 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, 2.2, 2.5, 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 FOR 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.

                                   ARTICLE IX

                                     GENERAL

9.1      NO WAIVER.  No  waiver by LDI, express or implied, of any breach of any
term, condition, or obligation of this Agreement by CUSA 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.

9.2      NO  ASSIGNMENT  OR  SUBLICENSING.  CUSA  shall  not assign or otherwise
transfer,  by  contract,  operation  of law, or  otherwise,  without the written
consent of both LDI 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. Said written  consent of LDI and Distillers  shall not be unreasonably
withheld or denied.


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CUSA shall not sell,  transfer,  or  otherwise  dispose of any Laser  Subsurface
Engraving  Machine  which  it may  own or  operate,  however  acquired,  without
promptly  notifying  LDI in writing of said sale,  transfer,  or disposal.  Said
written notice will include the name, address,  and phone number, if applicable,
of the entity  which has  assumed  control of said  Laser  Subsurface  Engraving
Machine.  CUSA and its  Affiliates  shall  not  transfer  any  Laser  Subsurface
Engraving Machine to any entity other than an LDI Subsurface  Engraving Licensee
without LDI's express written permission.

9.3      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.

9.4      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  signed  by duly  authorized
representatives of both parties.

9.5      EXPORT CONTROL. CUSA shall be responsible for ensuring it complies with
all laws and  regulations of the country in which it operates,  imports from, or
to which it exports products.

9.6      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.

9.7      TAXES.  CUSA shall  pay all taxes and other charges that may be imposed
by any  Governmental  unit as a result  of the  performance  of this  Agreement,
including but not limited to capital, property, turnover, excise use, sales, and
income taxes or other  charges  imposed by such  Governmental  unit,  other than
income taxes levied against LDI.

9.8      RESOLUTION  OF DISPUTES THROUGH ARBITRATION:  Except as provided below,
any dispute  between the parties which arises from this  Agreement and cannot be
resolved  informally  between the parties  which arises from this  Agreement and
cannot be  resolved  informally  between the  parties  shall be resolved  solely
through  binding  arbitration,  to be conducted in San Francisco,  California or
some other  location  as the parties  may  mutually  agree on and subject to the
rules of the American  Arbitration  Association  unless  otherwise agreed by the
parties. In the event that this Agreement is terminated pursuant to Article VII,
LDI may  undertake  any and all legal  actions to collect any royalties or other
monies owed under this Agreement.

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<PAGE>


IN WITNESS THEREOF, the parties have executed this Agreement.

LICENSOR:                            LASER DESIGN INTERNATIONAL, LLC


                                     ------------------------------------
                                     By: BRIAN D. LIDDICOAT
                                     Its: Chief Executive Officer

LICENSEE:                            CRYSTALIX  USA


                                     ------------------------------------

                                     By:


                                     Its: _________________________________

THIS SUB-LICENSE IS APPROVED:
                                     UNITED DISTILLERS & VINTNERS (ER)
                                     LIMITED


                                     ------------------------------------

                                     By: _________________________________

                                     Its: _________________________________






CONFIDENTIAL

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