Product Development And Licensing Agreement

PRODUCT DEVELOPMENT AND LICENSING AGREEMENT


This Product Development and Licensing Agreement (the "New Agreement") is entered into this 4th day of May, 2001 by and among ViewBeam Technology, L.L.C., (formerly known as Advanced Display Technologies, L.L.C., known as "ADT"), a California Limited Liability Company, (hereinafter referred to as "VBT") and NCT Video Displays, Inc., a Delaware Corporation, (hereinafter referred to as NCTGV". In consideration of the mutual representations, covenants, and conditions set forth below, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows, intending to be legally bound.


INCORPORATION BY REFERENCE


The parties agree to incorporate by reference and be legally bound by all provisions of a previous contract entitled Product Development and License Agreement (hereinafter referred to as the "Previous Contract") dated 28th day of September, 2000 which is attached hereto and made an integral part of this contract except for the following terms which replace those in the previous contract:


ARTICLE 1: DEFINITION OF TERMS:


1.01 a. All references to ADT in the Previous Contract as a "Party" are
to be replaced by VBT and references in the Previous Contract to ADT
and NCTGV collectively as "Parties" are to be replaced by VBT and
NCTGV.


1.01. e. The definition of "field of use" in the Previous Contract is
replaced with the following definition: "Field of Use" means the
fields to which the exclusive license granted to NCTGV under this
Agreement are restricted. The Field of Use is restricted to: Outdoor
billboards at locations such as retail malls, hospitals, movie
theater lobbies, stores and similar locals, indoor retail
billboards, commercial advertising at retail locations, retail
kiosks, and commercial micro-broadcasting. There is no commitment
that the technology can support billboards that exceed 72 inches
diagonally in size.


ARTICLE 2: SCOPE OF DEVELOPMENT WORK:


2.01 General: The last sentence of the Previous Contract for this section
is eliminated and replaced by the following sentence: VBT will use
its best efforts to produce a design where the bill of material cost
does not exceed $350 and also to minimize Total Cost.

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