Amendment No.1 To Cooperation & License Agreement

MOTOROLA LETTER HEAD]


February 6, 1997


Jean-Luc Grant-Clement President PixTech, S.A. Avenue Victoire Zone Industrielle de Rousset 13790 Rousset France


Dear Mr. Grand-Clement:


As further consideration for the investment being made by Motorola in PixTech, Inc., and to the further development and commercialization of FED technology, PixTech, Inc., PixTech, S.A. and Motorola have agreed to amend the existing Cooperation and Licensing Agreement, dated June 13, 1995 (the "Cooperation Agreement"), as set forth below.


. Delete the existing section 4.2.2(b) and substitute:


(b) After June 29, 1998, and subject to the prior written consent of Motorola, which consent shall not be unreasonably withheld or delayed, PixTech shall have the right to grant royalty-bearing sublicenses under the Motorola Patent rights to any Person, but only in combination with a license of PixTech Technology or PixTech Improvements. [*]


* Confidential treatment has been requested for omitted portion.


[*]


PixTech further agrees that each sublicensee described in clause (b) above shall be required to grant a royalty-free license to Motorola under any patents of such sublicense that related to or are useful in the FED Field. Any sublicenses granted pursuant to this Section 4.2.2 shall contain an acknowledgment from the sublicensee that Motorola has made no representations, warranties or indemnifications to such sublicensee, whether express or implied, in connection with the grant of such sublicense, and shall prohibit further sublicenses.


PixTech agrees to notify Motorola at least thirty (30) days prior to the date upon which PixTech intends to exercise its rights under clause (b). Such notice shall request Motorola's consent to the sublicense and identify the portion of any sublicense income that is attributable to the respective contributions of PixTech, Motorola, and other IPs to any technologies that PixTech will sublicense pursuant to clause (b) and ...