-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Cj0psWOplXIKa6zfy+kiHiV/wNL/PsH4wHAusfuydlNkrXvqh3gwPYCEuqyFyfp1
 sBA1tJ73mbb8RUkXdL2T/A==

<SEC-DOCUMENT>0000793524-02-000001.txt : 20020415
<SEC-HEADER>0000793524-02-000001.hdr.sgml : 20020415
ACCESSION NUMBER:		0000793524-02-000001
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020328

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RESEARCH FRONTIERS INC
		CENTRAL INDEX KEY:			0000793524
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
		IRS NUMBER:				112103466
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09399
		FILM NUMBER:		02591626

	BUSINESS ADDRESS:	
		STREET 1:		240 CROSSWAYS PARK DR
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797-2033
		BUSINESS PHONE:		5163641902

	MAIL ADDRESS:	
		STREET 1:		240 CROSSWAYS PARK DR
		CITY:			WOODBURY
		STATE:			NY
		ZIP:			11797-2033
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>rfi10k01.txt
<DESCRIPTION>FORM 10-K FOR YEAR ENDING 12-31-2001
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) of
                     THE SECURITIES AND EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2001 Commission File Number 1-9399

                         RESEARCH FRONTIERS INCORPORATED
             (Exact name of registrant as specified in its charter)

                           DELAWARE                             11-2103466
               (State or other jurisdiction of              (I.R.S. Employer
               incorporation or organization)               Identification No.)

          240 CROSSWAYS PARK DRIVE
          WOODBURY, NEW YORK                                11797-2033
          (Address of principal executive offices)          (Zip Code)

        Registrant's telephone number, including area code (516) 364-1902

           Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of Exchange
          Title of Class                          on Which Registered

          None

           Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, $0.0001 Par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes  X   No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

As of March 27, 2002 there were 12,130,395 shares of Research Frontiers
Incorporated common stock outstanding (of which 625,389 shares were held,
either directly or indirectly, by affiliates of the Company), and the aggregate
market value of the common shares (based upon the closing trading price of
these shares on NASDAQ on March 27, 2002) held by non-affiliates was
approximately $204,789,107.  In making this computation, all shares known to
be owned by directors and executive officers of the Company and all shares
known to be owned by other persons holding in excess of 5% of the
Company's common stock have been deemed held by "affiliates" of the
Company.  Nothing herein shall prejudice the right of the Company or any
such person to deny that any such director, executive officer, or stockholder is
an "affiliate."          Exhibit Index at pages 19-23.
                                  Page 1 of 43

                                  PART I

ITEM 1.                           BUSINESS

General

Research Frontiers Incorporated ("Research Frontiers" or the
"Company") was incorporated in New York in 1965 and
reincorporated in Delaware in 1989.  Research Frontiers' business is
to develop and license its suspended particle technology for
controlling the amount of light passing through a device. Such
suspended particle devices are often referred to as "SPDs" or "light
valves."

SPDs use microscopic light-absorbing particles that are either in a
liquid suspension or a film. The microscopic particles align when an
electrical voltage is applied.  This permits light to pass through the
device, and allows the amount of light to be controlled. The first
light valve of this type was invented by Dr. Edwin Land, founder of
Polaroid Corporation, in the 1930s.  Since 1965, Research Frontiers
has been actively working to develop and license its own
technology, which it protects using patents, trade secrets and know-
how. Although patent and trade secret protection is not a guarantee
of commercial success, Research Frontiers currently has
approximately 365 patents and pending  patent applications
throughout the world protecting its technology.

SPD technology may have wide commercial applications in many
types of products where variable light transmission is desired, such
as:

     -    "smart" windows
     -    variable light transmission eyewear such as goggles and sunglasses
     -    self-dimmable automotive sunroofs, sunvisors and rear-view mirrors,and
     -    flat panel information displays for use in computers,
          televisions, telephones and other electronic instruments.

Various licensees of Research Frontiers have developed prototypes
of smart window, and eyewear products.  Also, prototypes of
flat panel displays and self-dimming automotive rear-view
mirrors have also been developed.  These prototypes
demonstrate the feasibility and operation of the products they
relate to, but they may need additional product design,
engineering or testing before commercial products are
introduced.  Our licensees may consider the exact stage of
development, product introduction strategies and timetables,
and other plans to be proprietary or secret. At least two
licensees of the Company to date have announced production
of actual products using SPD technology. InspecTech Aero
Service Inc. has received FAA certification for, and have
already installed  SPD windows on various aircraft.  In April
2001, Hankuk Glass Industries, Inc., another licensee of the
Company, announced that its subsidiary devoted exclusively to
the production of SPD film and end-products, SPD Inc., had
acquired a factory in Incheon, Korea.  SPD Inc. announced in
January 2002 that this factory had begun production of SPD
film and end-products made from SPD film. Another licensee
of RFI, ThermoView Industries, has begun demonstrating
SPD-Smart  windows to the public in Times Square, New
York and at their annual shareholders meeting, and
ThermoView expects to begin sales of SPD variable light
transmission windows to the residential customers in the third
quarter of 2002.

The following table summarizes Research Frontiers' existing license
agreements and lists the year these agreements were entered into:

Licensee or Optionee          Products Covered                        Territory

AP Technoglass Co.       Sunroof glass for other licensees (2001)     Worldwide

Avery Dennison Corp.     SPD displays (2001)                          Worldwide

BOS GmbH                 Variable light transmission SPD sunshades    Worldwide
                         and sunvisors.  (2002)

Dainippon Ink and        SPD emulsions for other licensees (1999)     Worldwide
 Chemicals Incorporated

Film Technologies Int'l  SPD film for other licensees and             Worldwide
                         prospective licensees (2001)

General Electric Company SPD film for other licensees and             Worldwide
                         prospective licensees (1995)

Glaverbel, S.A.          Automotive vehicle rear-view mirrors,        Worldwide
                         transportation vehicle sunvisors, and   (except  Korea
                         architectural and automotive windows (1996)for windows)

Global Mirror GmbH       Rear-view mirrors and sunvisors (1999)       Worldwide

Hankuk Glass Industries Inc. Broad range of SPD light control products Worldwide
                             including windows, flat panel displays,
                             automotive vehicle rear-view mirrors and
                             sunvisors (installed as original equipment
                             on Korean-made cars), and sunroofs; SPD film
                             for licensees and prospective licensees (1997)

Hitachi Chemical Co., Ltd.   SPD emulsions and films for other         Worldwide
                             licensees (1999)

InspecTech Aero Service,Inc. Aircraft windows and cabin dividers(2001) Worldwide
                                                                  (except Korea)

Isoclima S.p.A.          Architectural and automotive windows (2002)   Worldwide
                                                                  (except Korea)

N.V. Bekaert S.A (acquired   Architectural and automotive windows,     Worldwide
from Material Sciences Corp.)SPD film for other licensees, prospective
                             licensees and architectural and automotive
                             window companies (1997)

Polaroid Corporation  SPD emulsions and films for other licensees(2000)Worldwide

ThermoView Industries, Inc.   Architectural windows (2000)             Worldwide
                                                                  (except Korea)

Licensees of Research Frontiers who incorporate SPD
technology into end products will pay Research Frontiers a
royalty of 5-10% of net sales of licensed products under license
agreements currently in effect, and may also be required to pay
Research Frontiers minimum annual royalties.  Licensees who
sell products or components to other licensees of Research
Frontiers do not pay a royalty on such sale and Research
Frontiers will collect such royalty from the licensee
incorporating such products or components into their own end-
products. Research Frontiers' license agreements typically allow
the licensee to terminate the license after some period of time,
and give Research Frontiers only limited rights to terminate
before the license expires. Most licenses are non-exclusive and
generally last as long as our patents remain in effect. The license
granted to Hankuk Glass Industries is exclusive within Korea for
certain applications through December 2004.  Global Mirror's
license restricts new licenses from being granted in the truck
mirror original equipment market for a period of time if certain
sales milestones are met with respect to commercial vehicles in
Classes 5 through 8 with gross vehicle weights in excess of
16,000 pounds.

     Although the Company believes based upon the status of
current negotiations that additional license agreements with third
parties will be entered into, there can be no assurance that any
such additional license agreements will be consummated, or that
any licensee of the Company will produce or sell commercial
products using the Company's technology.

     The Company plans to continue to exploit its SPD light
valve technology by entering into additional license and other
agreements with end-product manufacturers such as
manufacturers of flat glass,  flat panel displays, automotive
products, and with other interested companies who may wish to
acquire rights to manufacture and sell the Company's
proprietary liquid suspensions and films.  The Company's plans
also call for further development of its SPD light valve
technology and the provision of additional technological and
marketing assistance to its licensees to develop commercially
viable products using SPD technology and expand the markets
therefor.  The Company cannot predict when or if new license
agreements will be entered into or if commercial products will
result from its existing or future licenses because of the risks
inherent in the developmental process and because
commercialization is dependent upon the efforts of its licensees
as well as on the continuing research and development efforts of
the Company.

     On March 27, 2002, the Company had thirteen full-time
employees, six of whom are technical personnel, and the rest of
whom perform legal, marketing, investor relations, and
administrative functions.  Of these employees, two have
obtained a doctorate in chemistry, one has a masters in
chemistry, two have extensive industrial experience in
electronics and electrical engineering, and one has majored in
physics.  Three employees also have additional postgraduate
degrees in business administration.  Also the Company's
suppliers and licensees have people on their teams with
advanced degrees in a number of areas relevant to the
commercial development of products using the Company's
technology. The success of the Company is dependent on,
among other things, the services of its senior management, the
loss of whose services could have a material adverse effect upon
the prospects of the Company.

     The Company expects to compete against various display
technologies that are currently being used commercially.  In
particular, the Company expects its SPD technology to compete
on the basis of the performance characteristics with liquid
crystal displays ("LCDs") and organic light emitting diodes
("OLEDs").  An LCD is generally similar in construction to an
SPD display, but instead of a liquid or film suspension, utilizes
an organic material called a liquid crystal which, although
comprised of molecules that flow like a liquid, has some of the
characteristics of solid crystals.  Like SPD displays, LCDs are
"passive" devices which do not generate light, but merely reflect
or modulate existing light. OLEDs emit light rather than
transmit it, and unlike LCDs but similar to SPD displays,
OLEDs promise to have wide viewing angles and low power
consumption. However, several technological and
manufacturing hurdles remain in the production of OLEDs
including limited life expectancy, sensitivity to degradation from
exposure to air and water, and cost.  The market for flat panel
displays was estimated by others to have been approximately
$22.5 billion for 2001.  The Company believes that some of its
licensees may begin to challenge OLEDs and liquid crystal
displays with SPDs for part of the flat panel display market
during the next several years.

     The Company believes that its SPD light valves and related
technology have significant advantages over existing display
devices and related technology.  In comparison to existing
twisted nematic type LCDs, the Company's SPD displays are
believed to have (i) higher contrast and brightness, (ii) a wider
angle of view, (iii) lower estimated production costs, (iv) a less
complex fabrication procedure, (v) the ability to function over a
wider temperature range, (vi) the ability to make displays
without using sheet polarizers or alignment layers, and (vii)
lower light loss and a corresponding reduction in backlighting
requirements.  With respect to other types of displays which
emit their own light, such as light-emitting diodes (LEDs) and
cathode ray tubes (CRTs), the Company's SPD light valves
should have the advantages of lower power consumption and
make possible larger displays that are easier to read in bright
light.

     The Company also believes that its SPD light valve
technology will have certain performance advantages over other
technologies for  so-called "smart windows," windows which
electrically vary the amount of light passing through them, and
automatically self-dimmable automotive rear-view mirrors.

     Variable light transmission technologies can be classified
into two basic types: "smart" technologies that can be controlled
electrically by the user either automatically or manually, and
passive technologies that can only react to ambient
environmental conditions.  One type of passive variable light
transmission technology is photochromic technology; such
devices change their level of transparency in reaction to external
radiation.  As compared to photochromic technology, the
Company's technology permits the user to adjust the amount of
light passing through the viewing area of the device rather than
merely reacting to external radiation.  In addition, the reaction
time necessary to change from light to dark with SPDs can be
almost instantaneous, as compared to the much slower reaction
time for photochromic devices.  Unlike SPD technology,
photochromic technology does not function well at the high end
of the temperature range in which smart windows are normally
expected to operate.

     The second category of variable light transmission window
technology comprises user-controllable "smart" technologies:
These "smart" technologies include electrochromic technology,
liquid crystal technology, and the Company's SPD technology.

     Electrochromic Technology:  When compared to
electrochromic windows and rear-view mirrors, which use a
direct current voltage to alter the molecular structure of
electrochromic materials (which can be in the form of either a
liquid, gel or solid film) causing the material to darken, SPDs
have numerous potential performance, manufacturing and cost
advantages. In comparing the Company's SPD light valves to
electrochromic technologies,  SPDs are expected to have some
or all of the following advantages: (i) faster response time, (ii)
lower estimated costs, (iii) more reliable performance over a
wider temperature range, (iv) capability of achieving darker off-
states, (v) lower current drain, (vi) higher estimated battery life
in applications where batteries are used, and (vii) no "iris effect"
(where light transmission changes first occur at the outer edges
of a window or mirror and then work their way toward the
center) when changing from clear to dark and back again. Many
companies with substantially greater resources than Research
Frontiers such as 3M, Asahi Glass, Gentex Corp., Pilkington,
PPG Industries, Schott Donnelly, and other large corporations
have pursued or are pursuing projects in the electrochromic area.
Pilkington has reportedly introduced an electrochromic window
in Germany having an estimated installed cost of about $125 per
square foot. Many of these companies listed have reported
discontinuing or substantially curtailing their work on
electrochromics due to technical problems and issues relating to
the expense of these technologies.

     Liquid Crystal Technology:  To date, the main types of
liquid crystal smart windows have been produced by Taliq Corp.
(a subsidiary of Raychem Corp. which has since discontinued its
liquid crystal operations and licensed its technology to others),
Nippon Sheet Glass, Saint  Gobain Vitrage SA, Polytronix, Inc.
and 3M (which has also reportedly discontinued its liquid crystal
film making operations).  These windows are very expensive
(having an estimated installed cost of about $200-250 per square
foot), and only change from a cloudy opaque milky-white to a
hazy clear state, with no useful intermediate states.  As
compared to liquid crystal windows, SPD smart windows should
be less expensive to produce, could be viewed at wide angles
without a light scattering haze effect when activated, would
operate over a wider temperature range, and would permit an
infinite number of intermediate states between a transparent
state with no visible haze to a dark blue state.

     LCDs and other types of displays, as well as electrochromic
self-dimmable rear-view mirrors, are already on the market,
whereas products incorporating SPD technology have only
begun to appear in the marketplace, so long-term durability and
performace of SPD light valves have not yet been fully
ascertained.  The companies manufacturing LCD and other
display devices, LCD windows, and electrochromic self-
dimmable rear-view mirrors, have substantially greater financial
resources and manufacturing experience than the Company.
There is no assurance that comparable systems having the same
advantages of the Company's SPD light valves could not be
developed by competitors at a lower cost or that other products
could not be developed which would render the Company's
products difficult to market or technologically or otherwise
obsolete.

     In each of the last three fiscal years the Company has
devoted substantially all of its time to the development of one
class of products and therefore revenue analysis per class is not
provided herein.

     The Company does not believe that future sales will be
seasonal in any material respect.  Due to the nature of the
Company's business operations and the fact that the Company is
not presently a manufacturer, there is no backlog of orders for
the Company's products, although there may be backlogs of
orders at licensees which are currently being filled now that SPD
Inc.'s factory has commenced production of SPD film and end
products using such film.

     The Company believes that compliance with federal, state
and local provisions which have been enacted or adopted
regulating the discharge of materials into the environment, or
otherwise relating to the protection of the environment, will not
have a material effect upon the capital expenditures, earnings
and competitive position of the Company.  The Company has no
material capital expenditures for environmental control facilities
planned for the remainder of its current fiscal year or its next
succeeding fiscal year.

Research and Development

     As a result of the Company's research and development
efforts, the Company believes that its SPD light valves will be
usable in a number of commercial products.  Such products may
include one or more of the following fields: "smart" windows,
variable light transmission eyewear such as sunglasses and
goggles, self-dimmable automotive sunroofs, sunvisors and
mirrors, and instruments and other information displays that use
digits, letters, graphic images, or other symbols to supply
information, including scientific instruments, aviation instruments,
automobile dashboard displays and, if certain improvements can
be made in various features of the Company's SPD light valves,
portable computer displays and flat panel television displays.  The
Company believes that most of its research and development
efforts have applicability to products that may incorporate the
Company's technology.  Although the Company believes that the
state of development of its technology is sufficiently advanced that
commercial products should be producible hereafter by its
licensees, such potential commercialization is beyond the control
of the Company.  In addition, the Company intends to continue its
research and development efforts for the foreseeable future to
improve its SPD light valve technology and thereby assist in the
commercialization of the Company's SPD light valve technology
by the Company's licensees.

     The Company has devoted most of the resources it has
heretofore expended to research and development activities with
the goal of producing commercially viable light valves and already
has developed working prototypes of its SPD light valves for
several different applications including smart windows, mirrors
and flat panel displays.

Research Frontiers' main goals in its research and development are:

- -    developing wider ranges of light transmission and quicker switching speeds,
- -    developing different colored particles,
- -    reducing the voltage required to operate SPDs, and
- -    obtaining data and developing improved materials regarding
     environmental stability and longevity.

Research Frontiers incurred about $2,635,000, $2,619,000, and $1,971,000 (which
includes the purchase of patents), during the years ended December 31, 2001,
2000, and 1999, respectively, for research and development.  Research Frontiers
plans to engage in substantial continuing research and development activities.

    Patents and Proprietary Information

    The Company has 23 United States patents in force. Five
United States and six international patent applications are
pending.  The Company's United States patents expire at
various dates from 2006 through 2020.  The Company has
approximately 137 issued patents and a substantial number of
patent applications pending in foreign countries.  The
Company's foreign patents expire at various dates from 2002
through 2019. The Company believes that its SPD light valve
technology is adequately protected by its patent position and
by its proprietary technological know-how.  However, the
validity of the Company's patents has never been contested in
any litigation.  To a lesser extent, the Company relies on
trade secrets and nondisclosure agreements to protect its
technology.  The Company generally requires any employee,
consultant, or licensee having access to its confidential
information to execute an agreement whereby such person
agrees to keep such information confidential.

    Rights Plan

    In February 1993, the Company's Board of Directors adopted
a Stockholders' Rights Plan and declared a dividend
distribution of one Right for each outstanding share of
Company common stock to stockholders of record at the
close of business on April 12, 1993.  If a person or group has
acquired beneficial ownership of, or commences a tender or
exchange offer for, 20% or more of the Company's common
stock, unless redeemed by the Company's Board of
Directors, each Right entitles the holder (other than the
acquiring person) to purchase from the Company $90 worth
of common stock for $45.  If the Company is merged into, or
50% or more of its assets or earning power is sold to, the
acquiring company, the Rights will also enable the holder
(other than the acquiring person) to purchase $90 worth of
common stock of the acquiring company for $45.  The Rights
will expire at the close of business on February 16, 2003,
unless the Rights Plan is extended by the Company's Board
of Directors or unless the Rights are earlier redeemed by the
Company at a price of $.0000424 per Right. The Rights are
not exercisable during the time when they are redeemable by
the Company.  The above description highlights some of the
features of the Company's Rights Plan and is not a complete
description of the Rights Plan. A more detailed description
and a copy of the Rights Plan is available from the Company
upon request.

    ITEM 2.   PROPERTIES

    The Company currently occupies approximately 8,100 square
feet of space at a minimum annual rental of approximately
$141,500 (which rises over the term of the lease to
approximately $143,500) for its executive office and research
facility at 240 Crossways Park Drive, Woodbury, New York
11797 under a lease expiring January 31, 2004. The
Company believes that its space, including its laboratory
facilities, is adequate for its present needs.

    ITEM 3.   LEGAL PROCEEDINGS

    There are no legal proceedings pending by or against the Company.

    ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None
                                  PART II

    ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON EQUITY
              AND RELATED STOCKHOLDER MATTERS

    (a)  Market Information

         (1)  The Company's common stock is traded on the
    NASDAQ National Market. As of March 27, 2002, there
    were 12,130,395 shares of common stock outstanding.

         (2)  The following table sets forth the range of the high and
    low selling prices (as provided by the National Association of
    Securities Dealers) of the Company's common stock for each
    quarterly period within the past two fiscal years:

              Quarter Ended            Low       High
              March 31, 2000           14.6250   40.0000
              June 30, 2000             9.6875   32.0000
              September 30, 2000       14.7500   31.7500
              December 31, 2000        13.7500   22.4375
              March 31, 2001           10.5000   24.2500
              June 30, 2001            17.0000   30.0000
              September 30, 2001        9.0000   29.0000
              December 31, 2001        13.1500   19.0000

         These quotations may reflect inter-dealer prices, without
         retail mark-up, mark-down, or commission, and may not
         necessarily represent actual transactions.

(b)  Approximate Number of Security Holders

     As of March 27, 2002, there were 606 holders of record of
the Company's common stock.   The Company estimates that
there are approximately 10,675 beneficial holders of the
Company's common stock.

(c)  Dividends

     The Company did not pay dividends on its common stock in
2001 and does not expect to pay any cash dividends in the
foreseeable future.  There are no restrictions on the payment of
dividends.

ITEM 6.   SELECTED FINANCIAL DATA

     The following table sets forth selected data regarding the
Company's operating results and financial position.  The data
should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations and the
consolidated financial statements and notes thereto, all of which
are contained in this Annual Report on Form 10-K.

                                         Year ended December 31,
                                2001        2000      1999       1998      1997
Statement of Operations Data:
Fee income                  $142,002    $333,652  $128,096   $108,735  $ 60,000
Operating expenses         2,744,059   3,027,655 1,605,028  1,631,179 1,884,038
Research and development(1)2,634,671   2,618,567 1,971,341  1,647,448 1,831,397
Non-recurring non-cash
    compensation expense (2)      --   3,133,748   671,052         --        --
                           5,378,730   8,779,970 4,247,421  3,278,627 3,715,435
Operating loss           (5,236,728)(8,446,318)(4,119,325)(3,169,892)(3,655,435)
Net investment income (3)    696,058     878,518   386,303    460,572   425,990
Other income                      --          --        --     91,379        --
Net loss                 (4,540,670)(7,567,800)(3,733,022)(2,617,941)(3,229,445)

Basic and diluted net loss
   per common share             (.38)       (.63)     (.34)      (.24)     (.32)
Dividends per share               --          --        --         --        --

                                              As of December 31,

                             2001        2000     1999       1998      1997
Balance Sheet Data:
Total current assets    $8,272,677 $15,358,819 $9,695,137 $ 6,728,453 $9,728,285
Total assets             9,324,902  15,729,127 10,037,063   7,021,291 10,033,663
Long-term debt, including
 accrued interest               --          --         --          --         --
Total shareholders'equity9,049,920  14,737,917  9,507,736   6,740,489  9,621,979


(1)  Research and development expenses for 1999 include $289,177 paid by the
     Company for 74 patents and patent applications acquired from Glaverbel, SA.

(2)  During 1999, the Company granted 237,800 contingent performance options to
     employees, which vested only, if a certain performance milestone in the
     price of the Company's common stock was achieved during 2000. The charges
     recorded as a result of the issuance of these performance options were
     calculated based upon changes in the Company's stock price as of the end of
     each quarter until the vesting date, and are non-cash compensation charges.

(3)  Net investment income for 2001, 2000, 1999, 1998, and 1997 includes $0, $0,
     $95,001, $50,968, and $68,810, respectively, of interest income received
     from officers of the Company upon payment of notes receivable, and $6,382
     of unrealized loss on investments in 1997. Prior to July 1997, the Company
     classified its investments as trading securities which resulted in the
     unrealized gains and losses recorded in the statement of operations.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Accounting Policies

The following accounting policies are important to
understanding our financial condition and results of operations
and should be read as an integral part of the discussion and
analysis of the results of our operations and financial position.
For additional accounting policies, see note 2 to our
consolidated financial statements, "Summary of Significant
Accounting Policies".

We have entered into a number of license agreements covering
potential products using the Company's SPD technology.  Under
these agreements, we generally recognize income from royalties
when earned in accordance with the terms of the agreements.

The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability
of these items.

All of our research and development costs are charged to
operations as incurred.  Our research and development expenses
consist of costs incurred for internal and external research and
development. These costs include direct and research-related
overhead expenses.

On occasion, the Company may issue to consultants either
options or warrants to purchase shares of common stock of the
Company at specified share prices.  These options or warrants
may vest based upon specific services being performed or
performance criteria being met.    In accordance with EITF Issue
96-18, "Accounting for Equity Instruments that are Issued to
Other than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services," the Company would be required to
record consulting expenses based upon the fair value of such
options or warrants on the date that such options or warrants
vest as determined using a Black-Scholes option pricing model.
Depending upon the difference between the exercise price and
the market price of the Company's common stock on the date
that such options or warrants vest, the amount of non-cash
expenses that could be recorded as a result of the vesting of such
options or warrants can be material.

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements, and reported amounts of revenues and
expenses during the reporting periods.  Actual results could
differ from these estimates.  An example of a critical estimate is
the full valuation allowance for deferred taxes that was recorded
based on the uncertainty that such tax benefits will be realized in
future periods.

Results of Operations

Year ended December 31, 2001 Compared to the Year ended December 31, 2000

The Company's fee income from licensing activities for 2001
was $142,002 as compared to $333,652 for 2000. Certain license
fees, which are paid to the Company in advance of the
accounting period in which they are earned resulting in the
recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods. Also,
licensees may offset some or all of their royalty payments on
sales of licensed products for a given period by applying these
advance payments towards such earned royalty payments.

Operating expenses decreased by $283,596 for 2001 to
$2,744,059 from $3,027,655 for 2000. This decrease was
primarily the result of a lower non-cash accounting charge of
$43,596 which was recorded by the Company during 2001
compared to a non-cash accounting charge of $598,758 which
was recorded by the Company during 2000, relating to the
vesting of warrants based upon performance criteria being
achieved or services performed, which expense was based upon
the fair value of such warrants on the date the warrants vested as
determined using a Black-Scholes option pricing model.
Partially offsetting this decrease were increases with respect to
payroll, marketing, public relations and insurance expenses.

Research and development expenditures increased modestly in
2001 to $2,634,671 from $2,618,567 for 2000. This increase was
primarily the result of higher patent, payroll and insurance
expenses, offset partially by lower costs of materials and lower
consulting expenses.

Operating expenses and research and development expenses
listed above included amounts paid under a performance bonus
plan of $496,790 and $288,710, respectively during 2001 and
$477,500 and $277,500, respectively during 2000.  The
Company also recorded a non-cash compensation charge of
$3,133,748 during 2000 which did not recur during 2001 which
is related to the non-recurring grant of certain contingent
performance options issued to employees and directors during
1999.  Because of the performance milestones which must have
been achieved in order for these options to vest, the Company
was required to account for these options as variable plan under
APB Opinion No. 25.   Without taking into account the non-cash
accounting charge associated with the contingent performance
options described above and the performance warrants described
above, the Company's net loss would have been $4,497,074
($0.37 per share) for 2001 as compared to $3,835,294 ($0.32 per
share) for 2000.

The Company's net gain from its investing activities for 2001
was $696,058, as compared to a net gain from its investing
activities of $878,518 for 2000. This difference was primarily
due to a lower level of average investment balances in 2001
compared to 2000, and lower prevailing interest rates in the U.S.
Treasury markets.

As a consequence of the factors discussed above, the Company's
net loss was $4,540,670 ($0.38 per share) for 2001 as compared
to $7,567,800 ($0.63 per share) for 2000. Without taking into
account the non-cash accounting charge associated with the
contingent performance options described above and the
performance warrants described above, the Company's net loss
would have been $4,497,074 ($0.37 per share) for 2001 as
compared to $3,835,294 ($0.32 per share) for 2000.

Year ended December 31, 2000 Compared to the Year ended December 31, 1999

The Company's fee income from licensing activities for 2000
was $333,652 as compared to fee income of $128,096 for 1999.
The increase in fee income was due to the Company entering
into additional license agreements during the year and scheduled
increases in the minimum annual royalties payable thereunder.
Certain license fees, which are paid to the Company in advance
of the accounting period in which they are earned resulting in
the recognition of deferred revenue for the current accounting
period, will be recognized as fee income in future periods.

Operating expenses increased by $1,422,627 for 2000 to
$3,027,655 from $1,605,028 for 1999.  This increase was
primarily the result of increased compensation (primarily as a
result of certain non-cash charges associated with performance
options and warrants issued to consultants described below,  the
addition of two new employees during the first quarter of 2000,
and the payment to employees for certain performance bonuses),
marketing, insurance, stock listing fees, depreciation, general
expenses, and travel expenses, offset by lower investor and
public relations expenses, legal and accounting fees. During
2000, the Company incurred non-cash operating expenses of
$598,758 in connection with the issuance of options to certain
consultants valued by the Black-Scholes pricing model at
$70,560, and a non-cash compensation charge of $528,198
relating to the vesting of certain performance based warrants
issued to another consultant for services performed.

Research and development expenditures increased by $647,226
to $2,618,567 for 2000 from $1,971,341 for 1999.  This increase
was primarily the result of higher research-related salaries and
performance bonuses, and higher materials costs, patent and
depreciation expenses.

Operating expenses and research and development expenses
listed above included amounts accrued under a performance
bonus plan of $477,500 and $277,500, respectively.  These
performance bonuses in the amount accrued for were paid by the
Company during the third quarter of 2000 because the
applicable performance milestones were achieved.  In addition
to these performance bonus accruals, the Company also
recorded a non-cash compensation charge of $3,133,748 and
$671,052 with respect to 2000 and 1999, respectively, which is
related to the non-recurring grant of certain contingent
performance options issued to employees and directors during
1999.

The Company's net gain from its investing activities for 2000
was $878,518, as compared to a net gain from its investing
activities of $291,302 for 1999.  This difference was primarily
due to a higher level of average investment balances in 2000
compared to the same period in 1999 as a result of proceeds
received from the exercise of the Class A Warrant and employee
stock options.  In addition, during 1999 the Company recorded
$95,001 of interest income on notes receivable from one of its
officers which was paid through the delivery of shares of
common stock to the Company.

As a consequence of the factors discussed above, the Company's
net loss was $7,567,800 ($0.63 per share) for 2000 as compared
to $3,733,022 ($0.34 per share) for 1999.  As more fully
described above, during 2000, the Company incurred non-cash
accounting charges of $3,732,506 in connection with contingent
performance options issued to employees of the Company in
1999 and the issuance of options and warrants to non-employees
when these options and warrants vested.  Without taking into
account these non-cash accounting charges of $3,732,506, the
Company's net loss would have been $3,835,294 ($0.32 per
share) for 2000 as compared to $3,061,970 ($0.28 per share) for
1999.

Financial Condition, Liquidity and Capital Resources

  During 2001, the Company's cash and cash equivalent
balance decreased by $2,952,962 principally as a result of  the
$6,614,721 of proceeds received, net of expenses, from the
issuance  of common stock upon the exercise of options and
warrants, the proceeds of which have been invested by the
Company primarily in U.S. Treasury notes, offset by cash used
to fund the Company's operating activities of $4,938,397, and
the purchase of 407,065 shares of treasury stock for $8,144,693
(which shares were subsequently retired).  At December 31,
2001, the Company had  working capital of $7,997,695 and its
shareholders' equity was $9,049,920.

  On October 1, 1998, the Company announced that Ailouros
Ltd., a London-based institutional money management fund, has
committed to purchase up to $15 million worth of  common
stock of the Company through December 31, 2001.  This
commitment is in the form of a Class A Warrant issued to
Ailouros Ltd. which gives the Company the option in any three-
month period to deliver a put notice to Ailouros requiring them
to purchase an amount of common stock specified by the
Company at a price equal to the greater of (A) 92% of the seven-
day average trading price per share of common stock, or (B) a
minimum or "floor" price per share set by the Company from
time to time.  The pricing was initially subject to an overall cap
of $15 per share, which cap has now been eliminated by mutual
agreement so that the Company may put stock to Ailouros at
selling prices in excess of $15 per share.  However, the
Company is not required to sell any shares under the agreement.
Before the beginning of each of a series of three-month periods
specified by the Company, the Company determines the amount
of common stock that the Company wishes to issue during such
three-month period.  The Company also sets the minimum
selling or "floor" price, which can be reset by the Company in
its sole discretion prior to the beginning of any subsequent three-
month period.  Therefore, at the beginning of each three-month
period, the Company will determine how much common stock,
if any, is to be sold  (the amount of which can range from $0 to
$1.5 million during such three-month period), and the minimum
selling price per share. In March 2000, Ailouros agreed to
expand its commitment beyond the original $15 million, thereby
giving the Company the right to raise additional funds from
Ailouros so long as the Company does not have to issue more
shares than were originally registered with the Securities and
Exchange Commission, and in December 2001 the expiration
date of the Class A Warrant was extended to December 31,
2003.

  During the second quarter of 2001, the Company, through
its wholly-owned subsidiary, SPD Enterprises, Inc., invested
approximately $750,000 for a minority equity interest in SPD
Inc., a subsidiary of Hankuk Glass Industries Inc., Korea's
largest glass manufacturer, which is dedicated exclusively to the
production of suspended particle device (SPD) light-control film
and a wide variety of end-products using SPD film.

  In December 2000, the Company's Board of Directors
approved a performance bonus plan which provides for a bonus
to be paid on or after July 2, 2001 and on or after January 2,
2002 equal to 1% of the increase, if any, in the Company's
market value during the first and second halves of 2001.
Bonuses are capped at a recipient's salary in the case of
employees of the Company, and are currently capped at $57,222
in the case of non-employee directors of the Company.  During
2000, the Company had a similar performance plan in place. The
Company recorded $785,500 and $755,000 of expenses in
connection with these plans for the years ended December 31,
2001 and 2000, respectively. The Company's Board of Directors
approved a similar bonus plan for 2002 but with higher
thresholds to be met before a bonus is payable under such plan.
In addition to the payment caps described above, under the
current plan, in order to insure that bonuses are not paid based
upon temporary fluctuations in the market value of the
Company, bonuses under this plan will only be paid to the
various participants under this plan if and when the market value
of the Company exceeds $280,489,009 (and in the case of any
bonus paid to Robert L. Saxe, if and when the market value of
the Company exceeds $304,207,362).

     The Company expects to use its cash and the proceeds from
maturities of its investments to fund its research and
development of SPD light valves and for other working capital
purposes. The Company's working capital and capital
requirements depend upon numerous factors, including the
results of research and development activities, competitive and
technological developments, the timing and cost of patent
filings, the development of new licensees and changes in the
Company's relationships with its existing licensees.  The degree
of dependence of the Company's working capital requirements
on each of the foregoing factors cannot be quantified; increased
research and development activities and related costs would
increase such requirements; the addition of new licensees may
provide additional working capital or working capital
requirements, and changes in relationships with existing
licensees would have a favorable or negative impact depending
upon the nature of such changes.  Based upon existing levels of
expenditures, assumed ten percent annual increases therein,
existing cash reserves and budgeted revenues, the Company
believes that it would not require additional funding for the next
two years (without giving effect to any new financing raised).
There can be no assurance that expenditures will not exceed the
anticipated amounts or that additional financing, if required, will
be available when needed or, if available, that its terms will be
favorable or acceptable to the Company.  Eventual success of
the Company and generation of positive cash flow will be
dependent upon the commercialization of products using the
Company's technology by the Company's licensees and
payments of continuing royalties on account thereof.

Inflation

     The Company does not believe that inflation has a
significant impact on its business.

New Accounting Standards

In July 2001, the FASB issued Statement of Financial
Accounting Standards No. 141, Business Combinations which
supersedes Accounting Principles Board (APB) Opinion No. 16,
Business Combinations.  SFAS 141 eliminates the pooling-of-
interests method of accounting for business combinations and
modifies the application of the purchase accounting method.
The elimination of the pooling-of-interests method is effective
for transactions initiated after June 30, 2001.  The remaining
provisions of SFAS 141 will be effective for transactions
accounted for using the purchase method that are completed
after June 30, 2001.

In July 2001, the FASB also issued Statement of Financial
Accounting Standards No. 142, Goodwill and Intangible Assets
which supersedes APB Opinion No. 17, Intangible Assets.
SFAS 142 eliminates the current requirement to amortize
goodwill and indefinite-lived intangible assets, addresses the
amortization of intangible assets with a defined life and
addresses the impairment testing and recognition for goodwill
and intangible assets.  SFAS 142 will apply to goodwill and
intangible assets arising from transactions completed before and
after the Statement's effective date.  SFAS 142 is effective for
the Company beginning January 1, 2002.  Management of the
Company does not believe that the implementation of SFAS 141
or SFAS 142 will have a significant impact on its financial
position or results of operations.

In October 2001, the FASB also issued Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment
of Long-Lived Assets ,which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.
This statement supersedes SFAS No. 121, Accounting  for the
Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, while retaining the fundamental recognition and
measurement provisions of that statement.  SFAS No. 144
requires that a long-lived asset to be abandoned, exchanged for a
similar productive asset or distributed to owners in a spinoff to
be considered held and used until it is disposed of.  However,
SFAS No. 144 requires that management consider revising the
depreciable life of such long-lived asset.  With respect to long-
lived assets to be disposed of by sale, SFAS No. 144 retains the
provisions of SFAS No. 121, and therefore, requires that
discontinued operations no longer be measured on a net
realizable value basis and that future operating losses associated
with such discontinued operations no longer be recognized
before they occur. SFAS 144 is effective for the Company
beginning January 1, 2002.  Management of the Company does
not believe that the implementation of SFAS 144 will have a
significant impact on its financial position or results of
operations.

Related Party Transactions

Statement of Financial Accounting Standards No. 57, "Related
Party Disclosures" requires the Company to identify and
describe material transactions involving related persons or
entities and to disclose information necessary to understand the
effects of such transactions on our consolidated financial
statements. The Company has loaned two officers an aggregate
of $152,961. Each of the aforementioned loans were made in
April 1997 or prior thereto; are due in January 2003; relate to the
purchase of common stock of the Company; are collateralized
by the pledge of shares of common stock of the Company;  may
be prepaid in part or in full without notice or penalty; are
represented by a promissory note which bears interest at a rate
per annum equal to the broker call rate in effect on the first day
of each calendar quarter; and permit repayment of the loan by
delivery of securities of the Company having a fair market value
equal to the balance of the loan outstanding.

Forward Looking Statements

     The information set forth in this Report and in all publicly
disseminated information about the Company, including the
narrative contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" above,
includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as
amended, and is subject to the safe harbor created by that section.
Readers are cautioned not to place undue reliance on these
forward-looking statements as they speak only as of the date
hereof and are not guaranteed.

ITEM 7A.       QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company invests available cash and cash equivalents in
short-term U.S. treasury securities with maturities that are
generally two years or less.  Although the rate of interest paid on
such investments may fluctuate over time, each of the
Company's investments, other than in money market funds
whose interest yield varies, is made at a fixed interest rate over
the duration of the investment.  Accordingly, the Company does
not believe it is materially exposed to changes in interest rates as
it generally holds these treasury securities until maturity.

     The Company does not have any sales, purchases, assets or
liabilities determined in currencies other than the U.S. dollar, and
as such, is not subject to foreign currency exchange risk.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The consolidated financial statements listed in Item 14(a)(1)
and (2) are included in this Report beginning on page F-1.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.
                                 PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this Item 10 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.

ITEM 11.       EXECUTIVE COMPENSATION

     The information required by this Item 11 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.  Notwithstanding
anything to the contrary set forth herein or in any of the
Company's past or future filings with the Securities and
Exchange Commission that might incorporate by reference the
Company's definitive Proxy Statement, in whole or in part, the
report of the compensation committee and the stock price
performance graph contained in such definitive Proxy Statement
shall not be incorporated by reference into this Annual Report on
Form 10-K or in any other such filings.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item 12 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.

ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item 13 is incorporated by
reference to the Company's definitive Proxy Statement to be
filed with the Commission on or before April 30, 2002, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 13, 2002.

                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1) and (2)  Financial Statements and Financial Statement Schedules

     The following financial statements of Research Frontiers
Incorporated, the related notes thereto, together with the report
thereon of KPMG  LLP are filed under Item 8 of this Report.

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . .      F-1

Financial Statements:

    Consolidated Balance Sheets,
         December 31, 2001 and 2000. . . . . . . . . . . . . . . . .      F-2

    Consolidated Statements of Operations,
         Years ended December 31, 2001, 2000 and 1999. . . . . . . .      F-3

    Consolidated Statements of Shareholders' Equity,
         Years ended December 31, 2001, 2000 and 1999. . . . . . . .      F-4

    Consolidated Statements of Cash Flows,
         Years ended December 31, 2001, 2000 and 1999. . . . . . . .      F-5

Notes to Consolidated Financial Statements . . . . . . . . . . . . .      F-6

     All schedules are omitted because they are not applicable, or
not required, or because the required information is included in
the consolidated financial statements or notes thereto.

                                                        (a)(3)     Exhibits
                                                                       Page

    3.1 Restated Certificate of Incorporation of the Company.
        Previously filed as  Exhibit 3.1 to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended June 30, 1994, and incorporated herein by
        reference.

    3.2 Amended and Restated Bylaws of the Company.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended
        December 31, 1993 and incorporated herein by
        reference.

    4.1 Form of Common Stock Certificate. Previously filed as
        an Exhibit to the Company's Registration Statement on
        Form S-18 (Reg. No. 33-5573NY), declared effective
        by the Commission on July 8, 1986, and incorporated
        herein by reference.

    4.2 Rights Agreement dated as of February 16, 1993
        between Research Frontiers Incorporated and
        Continental Stock Transfer & Trust Company, as Rights
        Agent, which includes as Exhibit A thereto the Form of
        Rights Certificate.  Previously filed as an Exhibit to the
        Company's Registration Statement on Form 8-A dated
        February 16, 1993, and incorporated herein by
        reference.

    4.3 Subscription Agreement between Research Frontiers
        and Ailouros Ltd. dated as of October 1, 1998, and
        related Class A Warrant and Class B Warrant between
        Research Frontiers and Ailouros Ltd. dated as of
        October 1, 1998.  Previously filed as an Exhibit to the
        Company's Registration Statement on Form S-3 (No.
        333-65219) dated October 1, 1998, and incorporated
        herein by reference.

 10.1*  Amended and Restated Employment Contract effective
        January 1, 1989 between the Company and Robert L.
        Saxe. Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1993 and incorporated herein by
        reference.

 10.2*  Amended and Restated 1992 Stock Option Plan.
        Previously filed as Exhibit 4 to the Company's
        Registration Statement on Form S-8 (Reg. No. 33-
        86910) filed with the Commission on November 30,
        1994, and incorporated herein by reference.

 10.3*  1998 Stock Option Plan, as amended.  Previously filed
        as an Exhibit to the Company's Definitive Proxy
        Statement dated April 30, 1998 filed with the
        Commission on April 29, 1998, 1994, and incorporated
        herein by reference.

 10.4*  Form of Stock Option Agreement between the Company
        and recipients of stock options issued pursuant to the
        Company's Stock Option Plans. Previously filed as part
        of Exhibits 4.1, 4.2, and 4.3 to the Company's
        Registration Statement on Form S-8 (Reg. No. 33-
        53030) filed with the Commission on October 6, 1992,
        and incorporated herein by reference.

 10.5   Lease Agreement dated November 7, 1986, between the
        Company and Industrial & Research Associates Co.
        Previously filed as an exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended
        December 31, 1986 and incorporated herein by reference.

 10.5.1 First Amendment to Lease dated November 26, 1991
        between the Company and Industrial and Research
        Associates Co. Previously filed as an Exhibit to
        Amendment No. 1 to the Company's Registration
        Statement on Form S-1 (Reg. No. 33-43768) declared
        effective by the Commission on December 17, 1991,
        and incorporated herein by reference.

 10.5.2 Second Amendment to Lease dated March 11, 1994
        between the Company and Industrial and Research
        Associates Co. Previously filed as an exhibit to the
        Company's Annual Report on Form 10-K for the fiscal
        year ended December 31, 1993 and incorporated herein
        by reference.

 10.5.3 Third Amendment to Lease dated July 14, 1998 between
        the Company and Industrial and Research Associates
        Co. (filed herewith).

 10.6   License Agreement effective as of August 2, 1995
        between the Company and General  Electric Company.
        Previously filed as an Exhibit to the Company's Current
        Report on Form 8-K dated August 2, 1995 with portions
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission, and incorporated
        herein by reference.

 10.7   License Agreement effective as of April 29, 1996
        between the Company and Glaverbel, S.A.  Previously
        filed as an Exhibit to the Company's Quarterly Report
        on Form 10-Q for the fiscal quarter ended March 31,
        1996 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately
        with the Securities and Exchange Commission, and
        incorporated herein by reference.

 10.8   License Agreement effective as of January 18, 1997
        between the Company and Material Sciences
        Corporation.  Previously filed as an Exhibit to the
        Company's Current Report on Form 8-K dated March 3,
        1997 with portions omitted pursuant to the Registrant's
        request for confidential treatment and filed separately
        with the Securities and Exchange Commission, and
        incorporated herein by reference.

 10.9   License Agreement effective as of March 31, 1997
        between the Company and Hankuk Glass Industries,
        Inc.  Previously filed as an Exhibit to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended September 30, 1997 with portions omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by
        reference.

 10.10  License Agreement effective as of August 8, 1997
        between the Company and Orcolite, a Unit of Monsanto
        Company. Previously filed as an Exhibit to the
        Company's Quarterly Report on Form 10-Q for the
        fiscal quarter ended September 30, 1997 with portions
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission, and incorporated
        herein by reference.

 10.11  License Agreement effective as of June 25, 1999
        between the Company and Dainippon Ink and
        Chemicals, Incorporated.  Previously filed as an Exhibit
        to the Company's Quarterly Report on Form 10-Q for
        the fiscal quarter ended June 30, 1999 with portions
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission, and incorporated
        herein by reference.

 10.12  License Agreement effective as of August 9, 1999
        between the Company and Hitachi Chemical Co., Ltd.
        Previously filed as an Exhibit to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended September 30, 1999 with portions omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission, and incorporated herein by reference.

 10.13  License Agreement effective as of December 3, 1999
        between the Company and Global Mirror GmbH & Co.
        KG.  Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.14  License Agreement effective as of December 13, 1999
        between the Company and Global Mirror GmbH & Co.
        KG.  Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.15  License Agreement effective as of March 21, 2000
        between the Company and ThermoView Industries,
        Inc.Previously filed as an Exhibit to the Company's
        Annual Report on Form 10-K for the fiscal year ended
        December 31, 1999 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.16  License Agreement effective as of May 23, 2000
        between the Company and Polaroid Corporation.
        Previously filed as an Exhibit to the Company's
        Quarterly Report on Form 10-Q for the fiscal quarter
        ended June 30, 2000 with portions omitted pursuant to
        the Registrant's request for confidential treatment and
        filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

 10.17  License Agreement effective as of February 16,2001
        between the Company and AP Technoglass Co.  Filed
        herewith with portions of this document omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission.

 10.18  License Agreement effective as of March 21, 2001
        between the Company and InspecTech Aero Service,
        Inc.  Filed herewith with portions of this document
        omitted pursuant to the Registrant's request for
        confidential treatment and filed separately with the
        Securities and Exchange Commission.

 10.19  License Agreement effective as of March 28, 2001
        between the Company and Film Technologies
        International, Inc.  Filed herewith with portions of this
        document omitted pursuant to the Registrant's request
        for confidential treatment and filed separately with the
        Securities and Exchange Commission.

 10.20  License Agreement effective as of November 29, 2001
        between the Company and Avery Dennison
        Corporation.  Filed herewith with portions of this
        document omitted pursuant to the Registrant's request
        for confidential treatment and filed separately with the
        Securities and Exchange Commission.

 10.21  License Agreement effective as of February 4, 2002
        between the Company and BOS GmbH & Co. KG.
        Filed herewith with portions of this document omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission.

 10.22  License Agreement effective as of March 11, 2002
        between the Company and Isoclima S.p.A.  Filed
        herewith with portions of this document omitted
        pursuant to the Registrant's request for confidential
        treatment and filed separately with the Securities and
        Exchange Commission.

21      Subsidiaries of the Registrant - SPD Enterprises, Inc.

23      Consent of KPMG LLP - Filed herewith.

*    Executive Compensation Plan or Arrangement.

     (b)  Reports on Form 8-K:

     A Current Report on Form 8-K was filed by the Registrant
on December 31, 2001 regarding the extension of the expiration
of the Class A Warrants held by Ailouros Ltd., negotiations with
prospective licensees, the termination of Vision-Ease Lens Azusa
Inc.'s eyewear license agreement, and amendments to the
Company's performance bonus plan.

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

     RESEARCH FRONTIERS INCORPORATED


     By:  /s/Robert L. Saxe
     Robert L. Saxe, Chairman and Treasurer
     (Principal Executive, Financial, and Accounting Officer)

Dated:  March 27, 2002

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on
the dates indicated:

Signature                     Position            Date

/s/Robert M. Budin            Director            March 27, 2002
   Robert M. Budin

/s/Joseph M. Harary           Director            March 27, 2002
   Joseph M. Harary

/s/Victor F. Keen             Director            March 27, 2002
   Victor F. Keen

/s/Robert L. Saxe        Director, Chairman       March 27, 2002
   Robert L. Saxe        and Treasurer





                       Independent Auditors' Report



The Shareholders and Board of Directors
Research Frontiers Incorporated:


We have audited the accompanying consolidated balance sheets
of Research Frontiers Incorporated and subsidiary as of
December 31, 2001 and 2000, and the related consolidated
statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31,
2001.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Research Frontiers Incorporated and subsidiary at
December 31, 2001 and 2000 and the results of its operations and
cash flows for each of the years in the three-year period ended
December 31, 2001 in conformity with accounting principles
generally accepted in the United States of America.


                              /s/ KPMG LLP


Melville, New York
March 1, 2002

                     RESEARCH FRONTIERS INCORPORATED

                       Consolidated Balance Sheets

                        December 31, 2001 and 2000

                         Assets                                 2001       2000

Current assets:
 Cash and cash equivalents                           $      853,210   3,806,172
 Marketable investment securities held-to-maturity               --  11,307,752
 Marketable investment securities-available for sale      7,083,606       3,906
 Receivable from warrant exercise pending settlement        164,311          --
 Royalty receivable                                          37,500          --
 Prepaid expenses and other current assets                  134,050     240,989
                 Total current assets                     8,272,677  15,358,819

Investment in SPD Inc., at cost                            750,002           --
Fixed assets, net                                          279,618      347,703
Deposits and other assets                                   22,605       22,605

                 Total assets                      $     9,324,902   15,729,127

          Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                  $        79,197      203,787
 Deferred revenue                                           37,500       37,502
 Accrued expenses and other                                158,285      749,921

                 Total liabilities                         274,982      991,210

Shareholders' equity:
 Common stock, par value $0.0001 per share; authorized
  100,000,000 shares,issued and outstanding 12,108,195
  and 12,103,683 shares for 2001 and 2000                    1,211        1,210
 Additional paid-in capital                             51,359,036   52,594,293
 Accumulated other comprehensive income (loss)              41,835      (46,094)
 Accumulated deficit                                   (42,199,201) (37,658,531)
                                                         9,202,881   14,890,878

 Notes receivable from officers                           (152,961)    (152,961)

                 Total shareholders' equity              9,049,920   14,737,917

Commitments and contingency

       Total liabilities and shareholders' equity  $     9,324,902   15,729,127

See accompanying notes to consolidated financial statements.






                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

               Years ended December 31, 2001, 2000 and 1999



                                           2001        2000           1999

  Fee income                $           142,002     333,652        128,096

  Operating expenses                  2,744,059   3,027,655      1,605,028
  Purchase of patents                        --          --        289,177
  Research and development            2,634,671   2,618,567      1,682,164
  Non-recurring non-cash
  compensation expense                       --   3,133,748        671,052
                                      5,378,730   8,779,970      4,247,421

          Operating loss             (5,236,728) (8,446,318)    (4,119,325)

  Net investment income                 696,058     878,518        291,302
  Interest income on notes receivable
   from officers                             --          --         95,001

          Net loss          $        (4,540,670) (7,567,800)    (3,733,022)

  Basic and diluted net loss
       per common share     $             (0.38)      (0.63)         (0.34)

  Weighted average number of
  common shares outstanding          12,085,609  12,096,108     11,100,196

  See accompanying notes to consolidated financial statements.

                                RESEARCH FRONTIERS INCORPORATED
                               Statements of Shareholders' Equity
                        Years ended December 31, 2001, 2000 and 1999

 <TABLE>
<CAPTION>                                                                                                          Accumulated
                            Common Stock    Additional      Accumulated Treasury      Other Compre-
Notes
                         Shares     Amount  Paid in Capital Deficit     Stock,at Cost hensive Income(Loss)
Receivable  Total

<S>                         <C>        <C>        <C>          <C>      <C>  <C>          <C>        <C>

Balance,December 31,1998 10,929,041  1,093 33,982,066 (26,357,709)      --    --     (884,961) 6,740,489
Issuance of common stock    664,214     66  5,805,358          --       --    --           --  5,805,424
Purchase of treasury stock       --     --         --          -- (345,837)   --           --   (345,837)
Repayment of note by officer     --     --         --          -- (482,001)   --      732,000    249,999
Retirement of treasury stock(78,667)    (8)  (827,830)         --  827,838    --           --         --
Net loss                         --     --         --  (3,733,022)      --    --           -- (3,733,022)
Issuance of performance options  --     --    671,052          --       --    --           --    671,052
Issuance of stock and warrants
 for services performed       9,312      1    119,630          --       --    --           --    119,631
Balance,December 31,1999 11,523,900 $1,152 39,750,276 (30,090,731)      --    --     (152,961) 9,507,736
Issuance of common stock    758,945     76 12,172,093          --       --    --           -- 12,172,169
Purchase of treasury stock       --     --         --          --(3,314,169)  --           -- (3,314,169)
Retirementof treasury stock(182,600)   (18)(3,314,151)         -- 3,314,169   --           --         --
Issuance of performance options  --     --  3,133,748          --        --   --           --  3,133,748
Comprehensive loss:
 Net loss                        --     --         --  (7,567,800)       --   --           -- (7,567,800)
Unrealized loss on available-
 for-sale securities             --     --         --          --        --(46,094)        --    (46,094)
   Total Comprehensive Loss                                                                   (7,613,894)
Issuance of warrants
 for services performed       3,438     --    852,327          --        --   --           --    852,327
Balance,December 31,2000 12,103,683 $1,210 52,594,293 (37,658,531)       --(46,094)  (152,961)14,737,917
Issuance of common stock    407,175     41  6,778,991          --       --    --           --  6,779,032
Purchase of treasury stock       --     --         --          --(8,144,693)  --           -- (8,144,693)
Retirementof treasury stock(407,065)   (40)(8,144,653)         -- 8,144,693   --           --         --
Comprehensive loss:
 Net loss                        --     --         --  (4,540,670)       --   --           -- (4,540,670)
Unrealized gain on available-
 for-sale securities             --     --         --          --        -- 87,929         --     87,929
   Total Comprehensive Loss                                                                   (4,452,741)
Issuance of warrants
 for services performed       4,402     --    130,405          --        --   --           --    130,405

Balance,December 31,2001 12,108,195 $1,211 51,359,036 (42,199,201)       -- 41,385   (152,961) 9,049,920

</TABLE>
See accompanying notes to financial statements.

                    RESEARCH FRONTIERS INCORPORATED
                  Consolidated Statements of Cash Flows
               Years ended December 31, 2001, 2000 and 1999

                                                     2001       2000       1999
Cash flows from operating activities:
 Net loss                                     $(4,540,670)(7,567,800)(3,733,022)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                  118,657    109,137     93,472
   Interest income on officer notes receivable         --         --    (95,001)
   Expense relating to issuance of
    contingent performance options                     --  3,133,748    671,052
   Marketable securities received as license fee       --    (50,000)        --
   Cashless exercise of options and warrants       17,588         --     82,481
   Expense relating to issuance of stock and
    warrants for services performed               112,817    852,327     37,150
   Changes in assets and liabilities:
    Salary advance to officer                          --     66,445     39,122
    Royalty receivable                            (37,500)        --         --
    Prepaid expenses and other current assets     106,939   (223,498)    13,875
    Deferred revenue                                   (2)    (8,652)   (10,096)
    Accounts payable and accrued expenses        (716,226)   470,535    258,621

       Net cash used in operating activities   (4,938,397)(3,217,758)(2,642,346)

Cash flows from investing activities:
 Proceeds from sale and maturity
  of held-to-maturity securities                1,319,572  2,526,363  2,405,181
 Proceeds from sale of
  available-for-sale securities                 2,996,409         --         --
 Purchases of held-to-maturity treasury securities     --(12,588,032)(2,461,878)
 Investment in SPD, Inc., at cost                (750,002)        --         --
 Purchases of fixed assets                        (50,572)  (137,519)  (143,709)

Net cash provided by (used in)
  investing activities                          3,515,407(10,199,188)  (200,406)

Cash flows from financing activities:
 Repayment of principal on officer's loans             --         --    345,000
 Proceeds from issuances of
  common stock and warrants                     6,614,721 12,394,718  5,582,875
 Purchase of treasury stock                    (8,144,693)(3,314,169)  (345,837)

 Net cash (used in) provided by
  financing activities                         (1,529,972) 9,080,549  5,582,038


Net increase (decrease) in cash and
 cash equivalents                              (2,952,962)(4,336,397) 2,739,286
Cash and cash equivalents at beginning of year  3,806,172  8,142,569  5,403,283
Cash and cash equivalents at end of year      $   853,210  3,806,172  8,142,569

See accompanying notes to consolidated financial statements.


                 RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                December 31, 2001, 2000 and 1999

(1)     Business

Research Frontiers Incorporated (the "Company" or "Research
Frontiers") operates in a single business segment which is engaged
in the development and marketing of technology and devices to
control the flow of light.  Such devices, often referred to as "light
valves" or suspended particle devices (SPDs), use colloidal
particles that are either incorporated within a liquid suspension or a
film, which is usually enclosed between two sheets of glass or
plastic having transparent, electrically conductive coatings on the
facing surfaces thereof.  At least one of the two sheets is
transparent.

During the second quarter of 2001, the Company, through its
wholly-owned subsidiary, SPD Enterprises, Inc., invested
approximately $750,000 for a minority equity interest in SPD Inc.,
a subsidiary of Hankuk Glass Industries Inc., Korea's largest glass
manufacturer, which is dedicated exclusively to the production of
suspended particle device (SPD) light-control film and a wide
variety of end-products using SPD film.

The Company has historically utilized its cash and the proceeds
from maturities of its investments to fund its research and
development of SPD light valves and for other working capital
purposes.  The Company's working capital and capital
requirements depend upon numerous factors, including the results
of research and development activities, competitive and
technological developments, the timing and cost of patent filings,
and the development of new licensees and changes in the
Company's relationships with its existing licensees.  The degree of
dependence of the Company's working capital requirements on
each of the foregoing factors cannot be quantified; increased
research and development activities and related costs would
increase such requirements; the addition of new licensees may
provide additional working capital or working capital requirements,
and changes in relationships with existing licensees would have a
favorable or negative impact depending upon the nature of such
changes. There can be no assurance that expenditures will not
exceed the anticipated amounts or that additional financing, if
required, will be available when needed or, if available, that
its terms will be favorable or acceptable to the Company.
Eventual success of the Company and generation of positive cash
flow will be dependent upon the commercialization of products
using the Company's technology by the Company's licensees and
payments of continuing royalties on account thereof.

(2)     Summary of Significant Accounting Policies

           (a)  Cash and Cash Equivalents

The Company considers securities purchased with original
maturities of three months or less to be cash equivalents.  Cash
equivalents consist of short-term investments in money market
accounts at December 31, 2001 and 2000.

   (b)  Marketable Investment Securities

The Company accounts for its investments in marketable securities
under the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting  for Certain Investment in Debt
and Equity Securities" ("Statement 115").  During the second
quarter of 2001, the Company determined that it may sell its
marketable investment securities prior to their maturity dates in
order to invest in other marketable securities, repurchase and retire
its common stock, and for general working capital purposes.
Accordingly, as of June 30, 2001, the Company transferred its
classification of marketable securities from held-to-maturity to
available-for-sale. In accordance with Statement 115, available-for-
sale securities are recorded at fair value with unrealized holding
gains and losses excluded from earnings and are reported as a
separate component of shareholders' equity until realized. Dividend
and interest income are recognized when earned.  Cost is
maintained on a specific identification basis for purposes of
determining realized gains and losses on sales of investments.

   (c)  Fixed Assets

Fixed assets are carried at cost.  Depreciation and amortization are
computed using the straight-line method over the estimated useful
lives of the assets.

   (d)  Fee Income

Fee income represents amounts earned by the Company under
various license and other agreements (note 10) relating to
technology developed by the Company.

   (e)  Basic and Diluted Loss Per Common Share

Basic earnings (loss) per share excludes any dilution.  It is based
upon the weighted average number of common shares outstanding
during the period.  Dilutive earnings (loss) per share reflects the
potential dilution that would occur if securities or other contracts to
issue common stock were exercised or converted into common
stock.  The Company's dilutive earnings (loss) per share equals
basic earnings (loss) per share for each of the years in the three-
year period ended December 31, 2001 because all common stock
equivalents (i.e., options and warrants) were antidilutive in those
periods.  The number of options and warrants that was not included
because their effect is antidilutive was 2,542,576, 2,224,201, and
1,995,363  for 2001, 2000 and 1999, respectively.

   (f)  Research and Development Costs

Research and development costs are charged to expense as incurred.

   (g)  Patent Costs

The Company expenses costs relating to the development or
acquisition of patents due to the uncertainty of the recoverability of
these items.

   (h)  Use of Estimates

Management of the Company has made a number of estimates and
assumptions relating to the  reporting of assets and liabilities and
the disclosure of contingent assets and liabilities to prepare these
financial statements in conformity with accounting principles
generally accepted in the United States of America.  Actual results
could differ from those estimates.

   (i)  Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards.  Deferred tax assets and liabilities are measured
using enacted tax rates expected to be recovered or settled.  The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

   (j)  Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between
willing parties. The carrying amounts of all financial instruments
classified as a current asset or current liability are deemed to
approximate fair value because of the short maturity of those instruments.

The fair value of the notes receivable from officers approximates
the carrying value as their stated interest rate, the broker call rate, is
similar to other rates currently offered by local brokerage
institutions for loans of similar terms to individuals with
comparable credit risk.

   (k)  Stock Option Plan

The Company applies the intrinsic value-based method of
accounting prescribed by Accounting Principles Board ("APB")
Opinion No. 25 "Accounting for Stock Issued to Employees," and
related interpretations, in accounting for its fixed plan stock
options.  As such, compensation expense would be recorded on the
date of grant only if the current market price of the underlying stock
exceeded the exercise price.

   (l)  Accumulated Other Comprehensive Income (loss)

The unrealized gains on available-for-sale securities of $87,929 for
the year ended December 31, 2001 is comprised of $168,985 of
unrealized holding gains arising during the period less
reclassification adjustments for gains realized in net income of
$81,056 during the period. The unrealized loss on available-for-sale
securities of $46,094 for the year ended December 31, 2000
represents unrealized holding losses arising during the period.

   (m)  Deferred Revenue

The Company has entered into a number of license agreements
covering potential products.  The Company receives minimum
annual royalties under certain license agreements and records fee
income for the amounts earned by the Company.  Certain of the
fees are paid to the Company in advance of the period in which
they are earned resulting in deferred revenue.

 (3)  Supplemental Cash Flow Information

The following is supplemental information relating to the
Company's consolidated statement of cash flows:
                                                    2001        2000     1999
Non-cash financing activities:
 Principal payment on officer's note receivable
  by surrendering of common stock              $      --          --     387,000
 Receivable from warrant exercise              $ 164,311          --     222,549

(4)     Marketable Investment Securities

The fair value of marketable investment securities is based upon
quoted market prices.  The amortized cost, gross unrealized holding
gains and fair value for the Company's securities at December 31,
2001 and 2000 were as follows:

                             Amortized Cost  Gross Unrealized Holding Fair Value

                                                Gains     (Losses)
At December 31, 2001:

Available-for-sale securities:
 U.S. treasury securities        $6,991,771    80,960          --      7,072,731
 Equity securities                   50,000        --     (39,125)        10,875

At December 31, 2000:

U.S. treasury securities
  (held-to-maturity)            $11,307,752   151,360          --     11,459,112
Available-for-sale securities        50,000        --     (46,094)         3,906

Maturities of all U.S. treasury securities were less than two years at
December 31, 2001 and 2000.

(5)     Notes Receivable from Officers

In 1996, the Company loaned several officers an aggregate of
$350,000. In March and April 1997, the Company loaned several
officers an aggregate of $1,390,000.  During 1997, officers made
aggregate principal payments of $592,353 against such loans of
which $39,810 was paid in cash and $552,543 was paid through the
surrender of the Company's common stock. During 1998, officers
made aggregate principal payments of $542,186 against such loans
of which $40,000 was paid in cash and $502,186 was paid through
the surrender of the Company's common stock.  During 1999,
officers made aggregate principal payments of $732,000 against
such loans of which $345,000 was paid in cash and $387,000 was
paid through the surrender of the Company's common stock. In
connection with the aforementioned loan repayments, the Company
recorded $95,001 and $50,968, in interest income in 1999 and
1998, respectively, of which $95,001 and $43,367, was paid
through the surrender of the Company's common stock in 1999 and
1998, respectively.  It is the Company's policy to record interest
income on these notes as received.

In a settlement agreement dated June 30, 1999, the Company settled
a declaratory judgment action brought on March 25, 1999 in the
Supreme Court of the State of New York, County of Nassau, by
Jean Thompson in her individual capacity and as Executrix of the
estate of Robert I. Thompson, a former officer and director of the
Company. The action did not seek monetary damages and
essentially sought a declaration that certain common stock of the
Company securing loans made to Mr. Thompson was not available
as collateral to secure such loans.  Under the settlement agreement,
among other things, the parties agreed that Jean Thompson and the
estate of Robert I. Thompson would pay the $732,000 in loans
made by the Company from 1993 to 1997 by paying the Company
$345,000 in cash, and delivering to the Company for cancellation
38,467 shares of common stock and options to purchase 181,447
shares of common stock.  This payment and delivery of the shares
and stock options for cancellation were made in August 1999,
resulting in the payment in full of all outstanding loans, and the
Company recording interest income on such loans of $95,001.

Each of the aforementioned loans are due in January 2003.  The
loans relate to the purchase of common stock of the Company; are
collateralized by the pledge of shares of common stock of the
Company; may be prepaid in part or in full without notice or
penalty; are represented by a promissory note which bears interest
at a rate per annum equal to the broker call rate (3.5% at December
31, 2001 and 8.25% at December 31, 2000) in effect on the first
day of each calendar quarter; and permit repayment of the loan by
delivery of securities of the Company having a fair market value
equal to the balance of the loan outstanding.

(6)     Fixed Assets

Fixed assets and their estimated useful lives, are as follows:

                                2001            2000  Estimated useful life

Equipment and furniture  $ 1,057,126       1,019,324  5 years
Leasehold improvements       269,360         256,590  Life of lease or estimated
                           1,326,486       1,275,914  life if shorter
Less accumulated depreciation
    and amortization       1,046,868         928,211
                         $   279,618         347,703

(7)   Accrued Expenses and Other

Accrued expenses consist of the following at December 31, 2001 and 2000:

                                               2001          2000
Settlement of treasury stock repurchase $        --       509,974
Payroll, bonuses and related benefits        91,942        73,006
Professional services                        34,285       152,167
Other                                        32,058        14,774
                                           $158,285       749,921

(8)     Income Taxes

There was no income tax expense in 2001, 2000 and 1999 due to
losses incurred by the Company.

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets at December 31, 2001 and 2000
are presented below.
                                                2001            2000
Deferred tax assets:
 Net operating loss carryforwards             $12,922,000    11,002,000
 Research and other credits                       860,000       673,000
        Total gross deferred tax assets        13,782,000    11,675,000
   Less valuation allowance                    13,782,000    11,675,000
                                                       --            --

The Company has recorded a valuation allowance against the
deferred tax assets as they will not be realized unless the Company
achieves profitable operations in the future.

At December 31, 2001, the Company had a net operating loss
carryforward for federal income tax purposes of approximately
$32,306,000, varying amounts of which will expire in each year
from 2002 through 2021. Research and other credit carryforwards
of $860,000 are available to the Company to reduce income taxes
payable in future years principally through 2021. Net operating loss
carryforwards of $825,825 and research and other credit
carryforwards of $9,556 are scheduled to expire during fiscal 2002,
if not utilized.

(9)     Shareholders' Equity

   (a)  Sale of Common Stock and Warrants

During 1999, the Company received $5,805,424 of net cash
proceeds from the issuance of 664,214 shares of common stock
from the exercise of options and warrants, as follows: the issuance
of 53,025 shares of common stock issued upon the exercise of
options resulting in net proceeds of $321,532 and the issuance of
611,189 shares of common stock issued upon the exercise of
warrants, principally related to the Class A Warrant, resulting in net
proceeds of $5,483,892.  In addition, 2,850 shares were issued to an
investor relations firm through the cancellation of 33,250 warrants,
resulting in public relations expense of $21,820; 6,048 shares were
issued to an officer through the cancellation of 17,000 options
resulting in compensation expense of $60,661; and 414 shares were
issued to a director in payment of $3,000 in directors fees.

The Company recorded a receivable of $222,549 representing a
warrant exercise that occurred prior to the end of 1999, that was
scheduled to settle in January 2000.  The Company received the
cash for the settlement of this warrant in January 2000.

During 2000, the Company received $12,172,169 of net cash
proceeds from the issuance of 758,945 shares of common stock
from the exercise of options and warrants, as follows: the issuance
of 95,962 shares of common stock issued upon the exercise of
options resulting in net proceeds of $706,299 and the issuance of
662,983 shares of common stock issued upon the exercise of
warrants, principally related to the Class A Warrant, resulting in net
proceeds of $11,465,870.  In addition, 3,438 shares were issued to a
director in payment of $68,000 in directors fees.

During 2001, the Company received $6,614,721 of net cash
proceeds from the issuance of 407,175 shares of common stock
from the exercise of options and warrants, as follows: (i) the
issuance of 48,175 shares of common stock issued upon the
exercise of options resulting in net proceeds of $385,472 and (ii)
359,000 shares of common stock issued upon the exercise of
warrants, principally related to the Class A Warrant,  resulting in
net proceeds (inclusive of a receivable described below of
$164,311) of $6,393,560.  In addition, 3,715 shares were issued to
directors in payment of $69,221 in directors fees, and 687 shares
were issued through the cancellation of 1,000 warrants, resulting in
non-cash consulting expense of $17,588 being recorded.

The Company recorded a receivable of $164,311 representing a
warrant exercise that occurred prior to the end of 2001, that was
scheduled to settle in January 2002.  The Company received the
cash for the settlement of this warrant in January 2002.

   (b)  Options and Warrants

   (i)  Options

In 1992, the shareholders approved a stock option plan (1992 Stock
Option Plan) which provides for the granting of both incentive
stock options at the fair market value at the date of grant and
nonqualified stock options at or below the fair market value at the
date of grant to employees or non-employees who, in the
determination of the Board of Directors, have made or may make
significant contributions to the Company in the future.  The
Company initially reserved 468,750 shares of its common stock for
issuance under this plan.  In 1994 and 1996, the Company's
shareholders approved an additional 300,000 shares and 450,000
shares, respectively, for issuance under this plan. As of December
31, 2001, no options were available for issuance under this Plan.

In 1998, the shareholders approved a stock option plan (1998 Stock
Option Plan) which provides for the granting of both incentive
stock options at the fair market value at the date of grant and
nonqualified stock options at or below the fair market value at the
date of grant to employees or non-employees who, in the
determination of the Board of Directors, have made or may make
significant contributions to the Company in the future.  The
Company may also award stock appreciation rights or restricted
stock under this plan. The Company initially reserved 540,000
shares of its common stock for issuance under this plan.  In 1999,
the Company's shareholders approved an additional 545,000 shares
for issuance under this Plan, and in 2000, the Company's
shareholders approved an additional 600,000 shares for issuance
under this Plan. As of December 31, 2001, awards for 196,322
shares of common stock were available for issuance under this Plan.

At the discretion of the Board of Directors, options expire in ten
years or less from the date of grant and are generally fully
exercisable upon grant but in some cases may be subject to vesting
in the future.  Full payment of the exercise price may be made in
cash or in shares of common stock valued at the fair market value
thereof on the date of exercise, or by agreeing with the Company to
cancel a portion of the exercised options.  When an employee
exercises a stock option through the surrender of options held,
rather than of cash for the option  exercise price, compensation
expense is recorded in accordance with APB Opinion No. 25.
Accordingly, compensation expense is recorded for the difference
between the quoted market value of the Company's common stock
at the date of exchange and the exercise price of the option.

Activity in stock options is summarized below:

                         Number of Shares       Weighted Average
                        Subject to Option       Exercise Price

Balance at December 31, 1998  1,495,159                $  7.79
 Granted                        485,600                $  8.38
 Cancelled                     (203,023)               $  8.15
 Exercised                     ( 59,073)               $  6.11

Balance at December 31, 1999  1,718,663                $  7.98
 Granted                        332,500                $ 19.80
 Cancelled                       (6,700)               $ 14.85
 Exercised                      (95,962)               $  7.36

Balance at December 31, 2000  1,948,501                $ 10.00
 Granted                        416,550                $ 20.20
 Cancelled                           --                     --
 Exercised                      (48,175)               $  8.00

Balance at December 31, 2001  2,316,876                $ 11.88

The following table summarizes information about stock options at
December 31, 2001:

                                 Weighted
                                 Average     Weighted               Weighted
                                 Remaining    Average               Average
Range of           Shares        Contractual  Exercise   Shares     Exercise
Exercise Price    Outstanding    Life (Years)  Price    Exercisable Price

$3.00 to $6.00       122,177        4.46        5.75     122,177     5.75
$6.01 to $7.50       696,326        5.91        7.27     696,326     7.27
$7.51 to $9.00       553,501        6.72        8.35     553,501     8.35
$9.01 to $12.00      321,775        6.87        9.87     154,525     9.67
$12.01 to $15.00     171,797        6.87       14.24     171,797    14.24
$15.01 to $19.00     113,000        8.92       18.99     106,000    19.00
$19.01 to $37.03     338,300        9.21       27.70      34,000    37.03
                   2,316,876        6.86       11.88   1,838,726     9.57

Options to purchase 436,550 shares become exercisable during 2002.

During 2000, the Company granted 14,000 options to consultants
which vested immediately.  In accordance with EITF Issue 96-18,
"Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling, Goods
or Services," the Company recorded consulting expenses of
$246,961 based upon the fair value of such options on the date
the options vested as determined using a Black-Scholes option
pricing model.

During 1999, the Company granted 237,800 contingent
performance options to employees, which vest only, if a certain
performance milestone in the price of the Company's common
stock is achieved during 2000.  This milestone was achieved
during 2000 and these options vested. The Company is required
to account for these options as a variable plan under APB
Opinion No. 25.  Accordingly, from the point in time that it
appears probable that such milestone will be achieved, the
Company is required to recognize non-cash compensation
expense each period from the date of grant through the vesting
date based on the quoted market price of the stock at the end of
each period.  Non-cash compensation expense recognized during
1999 and 2000 in connection with these options was $671,052
and $3,133,748, respectively. The charges recorded as a result of
the issuance of these performance options are calculated based
upon changes in the Company's stock price as of the end of each
quarter, and are non-cash compensation charges.

The per share weighted average fair value of warrants issued to
directors and stock options granted during 2001, 2000, and 1999
was approximately $12.41, $9.00, and $3.65, respectively, on the
date of grant using the Black-Scholes option-pricing model with
the following weighted average assumptions:

                    Expected        Risk-Free     Expected Stock Expected Life
Grant Date          Dividend Yield  Interest Rate Volatility     in Years
September 2001         0 %            3.787%        90.190%           3.62
June 2001              0 %            4.768%        85.170%           3.62
December 2000          0 %            5.200%        64.659%           3.62
October 2000           0 %            5.760%        65.076%           3.62
June 2000              0 %            6.290%        64.532%           3.62
February 2000          0 %            6.600%        56.400%           3.62
December 1999          0 %            6.090%        53.698%           3.62
June 1999              0 %            5.940%        50.853%           3.60

The Company applies APB Opinion No. 25 in accounting for its
stock option plans and, accordingly, no compensation cost has
been recognized for its stock options and warrants in the financial
statements as the exercise price of such instruments were equal to
the fair value of the Company's common stock at the date of
grant.  Had the Company determined compensation cost based on
the fair value at the grant date for its stock options under SFAS
No. 123 "Accounting for Stock Based Compensation", the
Company's net loss and net loss per share would have been
increased to the pro forma amounts indicated below:

                                      2001         2000         1999
Net loss          As reported $(4,540,670)  $(7,567,800) $(3,733,022)
                  Pro forma   $(6,552,355)  $(7,843,116) $(4,641,784)

Basic and diluted net loss
 per common share As reported     $ (0.38)      $ (0.63)     $ (0.34)
                  Pro forma       $ (0.54)      $ (0.65)     $ (0.42)

Pro forma net loss reflects only options and warrants granted
since January 1, 1995.  Therefore, the full impact of calculating
compensation cost for stock options and warrants under SFAS
No. 123 is not reflected in the pro forma net loss amounts
presented above because compensation costs for options and
warrants granted prior to January 1, 1995 were not considered.

   (ii) Warrants

Activity in warrants is summarized below, excluding the effect of
the redeemable prepaid warrant (note 9(d)) and the Class A Warrant (note 9(d)):

                             Number of Shares             Exercise
                       Underlying Warrants Granted           Price

Balance at December 31, 1998     306,339             5.88-13.50
   Exercised                     (49,239)            7.00-11.63
   Terminated                    (40,400)            7.50- 7.67
   Issued                         60,000     (a)     8.98-21.00

Balance at December 31, 1999     276,700          $  5.88-21.00
   Exercised                      (1,000)            9.00-10.00
   Terminated                         --                     --
   Issued                             --                     --

Balance at December 31, 2000     275,700          $  5.88-21.00
   Exercised                     (30,000)            7.99-11.00
   Terminated                    (20,000)           16.00-21.00
   Issued                             --                     --

Balance at December 31, 2001     225,700          $  5.88-13.50

   (a)  Represents warrants to purchase 10,000 shares at $8.98 per
        share issued to two consultants for research and development
        work performed for the Company, 50% of which is currently
        vested and 50% of which vests if certain additional milestones
        are achieved as a result of the work performed by the
        consultants; and warrants to purchase 10,000 shares at $9.00
        per share,  10,000 shares at $10.00 per share, 10,000 shares at
        $11.00 per share,  10,000 shares at $16.00 per share, and
        10,000 shares at $21.00 per share, issued in payment for
        investor relations services provided to the Company which
        resulted in public relations expense of $9,168 and $34,150
        during 2000 and 1999, respectively, which warrants vest
        10,000 shares per quarter commencing April 1, 1999. These
        latter warrants were either exercised or expired in 2001.

Warrants generally expire from two to ten years from the date of
issuance. At December 31, 2001, the number of warrants
exercisable was 218,700 at a weighted average exercise price of
$8.13 per share.

During 2001 and 2000, certain warrants granted to consultants in
1995 and 1994 to purchase 7,000 and 25,000 shares, respectively
of common stock became vested due to services performed and
performance criteria being met.  In accordance with EITF Issue
96-18, "Accounting for Equity Instruments that are Issued to
Other than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services," the Company recorded consulting
expense of $43,596 and $528,198, respectively, based upon the
fair value of such warrants on the date the warrants vested as
determined using a Black-Scholes option pricing model.

   (c)  Treasury Stock

During 2001, the Company purchased in the open market and
subsequently retired 407,065 shares of treasury stock with an
aggregate cost of $8,144,693. During 2000, the Company
purchased in the open market and subsequently retired 182,600
shares of treasury stock with an aggregate cost of $3,314,169.
During 1999, the Company purchased in the open market and
subsequently retired 40,200 shares of treasury stock with an
aggregate cost of $345,837. Also during 1999, the Company
received 38,467 shares of common stock valued at $482,001 as
partial payment of notes receivable from an officer pursuant to a
settlement agreement as discussed above. Such shares were also
subsequently retired.

      (d)  Class A and Class B Warrants

On October 1, 1998, the Company announced that Ailouros Ltd.,
a London-based institutional money management fund, has
committed to purchase up to $15 million worth of  common stock
of the Company through December 31, 2001.  This commitment
is in the form of a Class A Warrant issued to Ailouros Ltd. which
gives the Company the option in any three-month period to
deliver a put notice to Ailouros requiring them to purchase an
amount of common stock specified by the Company at a price
equal to the greater of (A) 92% of the seven-day average trading
price per share of common stock, or (B) a minimum or "floor"
price per share set by the Company from time to time.  The
pricing was initially subject to an overall cap of $15 per share,
which cap has now been eliminated by mutual agreement so that
the Company may put stock to Ailouros at selling prices in excess
of $15 per share.  However, the Company is not required to sell
any shares under the agreement. Before the beginning of each of a
series of three-month periods specified by the Company, the
Company determines the amount of common stock that the
Company wishes to issue during such three-month period.  The
Company also sets the minimum selling or "floor" price, which
can be reset by the Company in its sole discretion prior to the
beginning of any subsequent three-month period.  Therefore, at
the beginning of each three-month period, the Company will
determine how much common stock, if any, is to be sold  (the
amount of which can range from $0 to $1.5 million during such
three-month period), and the minimum selling price per share. In
March 2000, Ailouros agreed to expand its commitment beyond
the original $15 million, thereby giving the Company the right to
raise additional funds from Ailouros so long as the Company does
not have to issue more shares than were originally registered with
the Securities and Exchange Commission, and in December 2001
the expiration date of the Class A Warrant was extended to
December 31, 2003.

In connection with the financing, the Company also issued
Ailouros Ltd. a Class B Warrant which expires on September 30,
2008.  The Class B Warrant is exercisable at $8.25 per share
which represents 120% of  average of the closing bid and ask
price of the Company's common stock on the date of the Class B
Warrant's issuance.  The Class B Warrant is exercisable into
65,500 shares.  Ailouros paid the Company $10,000 upon
issuance of the Class A Warrant and the Class B Warrant.

(10)    License and Other Agreements

The Company has entered into a number of license agreements
covering various products using the Company's SPD technology.
Although the Company may receive minimum annual royalties
under certain of these licenses, to date although products have
been sold resulting in earned royalties under some these license
agreements, these earned royalty payments were offset by such
minimum advance payments made by the applicable licensees.
The following table summarizes Research Frontiers' existing
license agreements and lists the year these agreements were
entered into:

Licensee or Optionee          Products Covered                        Territory

AP Technoglass Co.       Sunroof glass for other licensees (2001)     Worldwide

Avery Dennison Corp.     SPD displays (2001)                          Worldwide

BOS GmbH                 Variable light transmission SPD sunshades    Worldwide
                         and sunvisors.  (2002)

Dainippon Ink and        SPD emulsions for other licensees (1999)     Worldwide
 Chemicals Incorporated

Film Technologies Int'l  SPD film for other licensees and             Worldwide
                         prospective licensees (2001)

General Electric Company SPD film for other licensees and             Worldwide
                         prospective licensees (1995)

Glaverbel, S.A.          Automotive vehicle rear-view mirrors,        Worldwide
                         transportation vehicle sunvisors, and   (except  Korea
                         architectural and automotive windows (1996)for windows)

Global Mirror GmbH       Rear-view mirrors and sunvisors (1999)       Worldwide

Hankuk Glass Industries Inc. Broad range of SPD light control products Worldwide
                             including windows, flat panel displays,
                             automotive vehicle rear-view mirrors and
                             sunvisors (installed as original equipment
                             on Korean-made cars), and sunroofs; SPD film
                             for licensees and prospective licensees (1997)

Hitachi Chemical Co., Ltd.   SPD emulsions and films for other         Worldwide
                             licensees (1999)

InspecTech Aero Service,Inc. Aircraft windows and cabin dividers(2001) Worldwide
                                                                  (except Korea)

Isoclima S.p.A.          Architectural and automotive windows (2002)   Worldwide
                                                                  (except Korea)

N.V. Bekaert S.A (acquired   Architectural and automotive windows,     Worldwide
from Material Sciences Corp.)SPD film for other licensees, prospective
                             licensees and architectural and automotive
                             window companies (1997)

Polaroid Corporation  SPD emulsions and films for other licensees(2000)Worldwide

ThermoView Industries, Inc.   Architectural windows (2000)             Worldwide
                                                                  (except Korea)

Licensees of Research Frontiers who incorporate SPD technology
into end products will pay Research Frontiers a royalty of 5-10%
of net sales of licensed products under license agreements
currently in effect, and may also be required to pay Research
Frontiers minimum annual royalties.  Licensees who sell products
or components to other licensees of Research Frontiers do not pay
a royalty on such sale and Research Frontiers will collect such
royalty from the licensee incorporating such products or
components into their own end-products. Research Frontiers'
license agreements typically allow the licensee to terminate the
license after some period of time, and give Research Frontiers
only limited rights to terminate before the license expires. Most
licenses are non-exclusive and generally last as long as our
patents remain in effect. The license granted to Hankuk Glass
Industries is exclusive within Korea for certain applications
through December 2004.  Global Mirror's license restricts new
licenses from being granted in the truck mirror original equipment
market for a period of time if certain sales milestones are met
with respect to commercial vehicles in Classes 5 through 8 with
gross vehicle weights in excess of 16,000 pounds.

   (11) Commitments

The Company has an employment agreement with one of its
officers which provides for an annual base salary of $384,948
through December 31, 2002.

In December 2000, the Company's Board of Directors approved a
performance bonus plan which provides for a bonus to be paid on
or after July 2, 2001 and on or after January 2, 2002 equal to 1%
of the increase, if any, in the Company's market value during the
first and second halves of 2001.  Bonuses are capped at a
recipient's salary in the case of employees of the Company, and
are currently capped at $57,222 in the case of non-employee
directors of the Company.  During 2000, the Company had a
similar performance plan in place. The Company recorded
$785,500 and $755,000 of expenses in connection with these
plans for the years ended December 31, 2001 and 2000,
respectively. The Company's Board of Directors approved a
similar bonus plan for 2002 but with higher thresholds to be met
before a bonus is payable under such plan. In addition to the
payment caps described above, under the current plan, in order to
insure that bonuses are not paid based upon temporary
fluctuations in the market value of the Company, bonuses under
this plan will only be paid to the various participants under this
plan if and when the market value of the Company exceeds
$280,489,009 (and in the case of any bonus paid to Robert L.
Saxe, if and when the market value of the Company exceeds
$304,207,362).

The Company occupies premises under an operating lease
agreement which expires on January 31, 2004 and requires
minimum annual rent which rises over the term of the lease to
approximately $143,500. Rent expense, including other expenses,
amounted to approximately $152,000, $142,000, and $143,000,
for 2001, 2000, and 1999, respectively.

(12) Selected Quarterly Financial Data (Unaudited)

                                             Quarter

2001                            First       Second      Third       Fourth
Fee income                   $ 68,752    $ 12,500    $ 28,656   $   32,094
Operating loss             (1,187,734) (1,909,782) (1,177,408)    (961,804)
Net loss                     (993,822) (1,748,444)   (985,529)    (812,875)
Basic and diluted net loss
    per common share (1)         (.08)       (.14)       (.08)        (.07)

2000                            First       Second      Third       Fourth
Fee income                   $ 98,774    $ 99,960   $  99,959   $   34,959
Operating loss (2)         (4,736,168) (1,539,962)   (767,146)  (1,403,042)
Net loss (2)               (4,547,939) (1,311,204)   (539,942)  (1,168,715)
Basic and diluted net loss
    per common share (1)(2)      (.38)       (.11)       (.04)        (.10)

(1)  Since per share information is computed independently for each
     quarter and the full year, based on the respective average number of
     common shares outstanding, the sum of the quarterly per share amounts
     does not necessarily equal the per share amounts for the year.

(2)  The first quarter of 2000 has been restated to include a non-cash
     accounting charge of $528,198 relating to a warrant which was issued
     during 1994 and vested during the first quarter of 2000. (see note 9).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-17.txt
<DESCRIPTION>EXHIBIT 10.17
<TEXT>
  [EXHIBIT 10.17- Certain portions of this document have been
  omitted in the publicly filed version of this document  pursuant
to the Registrant's request for confidential treatment and filed
  separately with the Securities and Exchange Commission.]

                SUNROOF GLASS  LICENSE AGREEMENT
                            BETWEEN
                RESEARCH FRONTIERS INCORPORATED
                              AND
                       AP TECHNOGLASS CO.
              (a division of AFG Industries, Inc)

     This License Agreement ("Agreement") effective as of
February 16, 2001 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
AP TECHNOGLASS CO., a division of AFG Industries, Inc. a
Delaware corporation ("LICENSEE").

                             RECITALS

     WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves and Licensed Products (both as hereinafter defined)
and of methods and apparatus relating to products incorporating
such concepts; and is possessed of and can convey information and
know-how for such products and rights to manufacture, use and
sell such products; and

     WHEREAS, LICENSEE is interested in manufacturing and
selling Licensed Products; and

     WHEREAS, LICENSEE desires to acquire from LICENSOR,
and LICENSOR desires to grant to LICENSEE, certain rights and
licenses with respect to such technology of LICENSOR;

     NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1    DEFINITIONS.

        The following terms when used herein shall have the
respective meanings set forth in this Article 1.

"Authorized User" means LICENSOR and/or any other person or
entity listed by LICENSOR on Schedule B hereof who has been
granted permission by LICENSOR to receive Licensed Products
from LICENSEE under this Agreement.  LICENSEE agrees that
LICENSOR in its sole judgment may amend Schedule B hereof at
any time during the term of this Agreement for any reason by
sending LICENSEE a written notice of such amendment and
specifying the reason for such change.  The persons or entities now
or hereafter listed on Schedule B may not include all of
LICENSOR's current licensees and may include prospective
licensees of LICENSOR, and for legal or practical reasons,
LICENSOR may restrict whether or not Licensed Products may be
sold, leased or transferred to such person or entity, and/or the
application that such Licensed Product may be used for by the
recipient.  LICENSEE agrees that it and its permitted sublicensees
hereunder shall cease all additional sales, leases, or other
dispositions of Licensed Products to any person or entity whose
name is deleted from Schedule B by LICENSOR, unless and until
LICENSOR consents in writing to the resumption of such sales,
leases or other dispositions (a) immediately upon receipt of any
written notice from LICENSOR that any person or entity is no
longer included on Schedule B, or (b) if either LICENSEE or its
permitted sublicensees becomes aware that any such person or
entity listed on Schedule B or otherwise receiving Licensed
Products is making any improper use of such Licensed Product, in
which case LICENSEE shall promptly notify LICENSOR of such
improper use.

The "Effective Date" of this Agreement shall be the date which is
the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.

"Licensed Product" means a Light Valve which is used or intended
for use only as the glass for a sunroof (sometimes called a
moonroof) integrally incorporated in the roof of a non-military
ground automotive transportation vehicle, but excluding sunroofs
for toys. The term "Licensed Product" shall not include Light
Valves used or intended for use in any other product other than as
specifically defined herein, such as, without limitation, other
window products not specifically defined herein (including
architectural windows, windows for marine and submarine
vehicles, space craft and space-stations, and other kinds of
windows for transportation vehicles such as side windows,
windshields, hatchback windows, or rear windows), windows for
toys, space craft and space-stations, other products used in
transportation vehicles such as sunvisors and interior and exterior
mirrors, and non-window products such as but not limited to
displays, eyewear, helmets, goggles, visors, or filters for scientific
instruments, lamps or contrast enhancement of displays.  The term
"display" means any device for displaying letters, numbers,
images or other indicia or patterns. Nothing contained herein shall
permit LICENSEE to sell, lease, or otherwise dispose of a Light
Valve which is not combined or intended to be combined as
described above into a glass for a sunroof or moonroof.

"Licensed Territory " means all countries of the world.

"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted through
and/or reflected from the cell; means incorporated in or on the cell,
or separate therefrom for applying an electric or magnetic field to
the activatable material within the cell; and coatings, (including,
but not limited to, electrodes), spacers, seals, electrical and/or
electronic components, and other elements incorporated in or on
the cell.  The activatable material, which the cell contains or is
adapted to contain, includes in it solid suspended particles, which
when subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the device, and
may be in the form a liquid suspension, gel, film or other material.

"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including
(by way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and
maintenance manuals, test and other technical reports, know-how
of LICENSOR, and the like owned or controlled by LICENSOR,
to the extent they exist, that relate to Light Valves, Licensed
Products and/or to the suspensions or other components used or
usable for Licensed Products or Light Valves including, but not
limited to, particles, particle precursors, coatings, polymers, liquid
suspensions and suspending liquids, or any combination thereof,
and that consist of concepts invented or developed by LICENSOR.
Know-how of LICENSOR's suppliers and of LICENSOR's other
licensees and their sublicensees under licenses from LICENSOR
shall not be considered Technical Information owned or controlled
by LICENSOR.

2    GRANT OF LICENSE.

     2.1  License.  During the term of this Agreement, LICENSOR
hereby grants LICENSEE a non-exclusive right and license to use
(a) all of the Technical Information, if any, (subject to Section 8.1
hereof)  furnished by LICENSOR pursuant to this Agreement, and
(b) any invention claimed in (i) any of the unexpired patents now
or hereafter listed on Schedule A attached hereto or (ii) unexpired
patents which issue from pending patent applications now or
hereafter listed in Schedule A, and any continuations,
continuations-in-part, divisions, reissues, reexaminations, or
extensions thereof to make, and to lease, sell, or otherwise dispose
of Licensed Products manufactured by LICENSEE pursuant to this
Agreement solely to an Authorized User in the Authorized User's
permitted territory, as specified on Schedule B hereof, and for the
incorporation of such Licensed Product by such Authorized User
into a sunroof or moonroof.  The license granted pursuant to this
Section 2.1 shall be royalty-free to LICENSEE and its permitted
sublicensees hereunder.

     2.2   No Other Rights.  LICENSEE agrees that, except for the
specific licenses granted to it under Section 2.1 hereof for use in
Licensed Products, LICENSEE has not acquired any rights or
licenses under this Agreement to use Light Valves or any
components thereof made by or for LICENSEE or its sublicensees
pursuant to this Agreement.

     2.3  Sublicenses.  LICENSEE shall have the right to grant
non-exclusive sublicenses to any wholly-owned and controlled
subsidiary of LICENSEE or Asahi Glass Co., Ltd. (so long as
Asahi Glass Co., Ltd. wholly-owns and controls LICENSEE),
whose subsidiary's obligations to LICENSOR hereunder the
parent company of such subsidiary guarantees, and which
acknowledges to LICENSOR in writing that it wishes to become
a sublicensee hereunder prior to doing so and agrees to be bound
by the terms and conditions of this Agreement. All sublicenses
shall (i) be non-exclusive, (ii) shall terminate with the termination
of the rights and licenses granted to LICENSEE under Section 2.1
hereof, and be otherwise limited in accordance with the limitations
and restrictions which are imposed on the rights and licenses
granted to LICENSEE hereunder, (iii) contain confidentiality
provisions no less protective than those contained in Section 12.1
hereof, and (iv) shall contain such other terms, conditions, and
licenses as are necessary to enable LICENSEE to fulfill its
obligations hereunder. LICENSEE shall send LICENSOR a copy
of every sublicense agreement or other agreement entered into by
LICENSEE in connection with a sublicense hereunder within
thirty (30) days of the execution thereof.  LICENSOR may
terminate any such sublicense if there is any change in the
ownership or control of a sublicensee.

3    REPORTS AND RECORD-KEEPING.

     3.1  Reports.  Within 45 days after the end of each fiscal
quarter, LICENSEE shall send to LICENSOR a quarterly report
setting forth in reasonable detail the quantity of Licensed Products
manufactured each quarter and the amount of Licensed Products
sold, leased, disposed of, or delivered by or for LICENSEE and its
sublicensees during such quarter to Authorized Users and samples
provided to third parties, with the amounts sold or otherwise
provided to each Authorized User, including sample recipients,
and with their identity clearly broken down. The first report
submitted under this Agreement shall cover the period from the
Effective Date of the Agreement to the end of the first quarter in
which Licensed Products are produced hereunder.  LICENSEE
shall also furnish to LICENSOR at the same time it becomes
available to any third party, a copy of each brochure, standard
price list, advertisement or other marketing and promotional
materials prepared, published or distributed by LICENSEE or its
sublicensees relating to Licensed Products.

     3.2  Recordkeeping.  LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of
submission of each report supported thereby, true and accurate
records, files, data and books of accounts that relate to the
manufacture, sale or other disposition of Licensed Products,
reasonably required for the full computation and verification of the
information to be given in the statements herein provided for.
LICENSOR and LICENSEE agree that an independent certified
public accounting firm (selected by LICENSOR from the largest
ten certified public accounting firms in the United States of
America) may audit such records, files and books of accounts to
determine the accuracy of the statements given by LICENSEE
pursuant to Section 3.1 hereof.  Such an audit shall be made upon
reasonable advance notice to LICENSEE and during usual
business hours.  The cost of the audit shall be borne by
LICENSOR,  unless the audit shall disclose a material breach by
LICENSEE of any term of this Agreement, or an inaccuracy
greater than 10% in any report provided to LICENSOR by
LICENSEE, during the audited period, in which case LICENSEE
shall bear the full cost of such audit.  The results of the audit shall
be kept confidential pursuant to the provisions of Section 12.1
except to the extent required by a party hereto to enforce its rights
hereunder, or which is otherwise required to be disclosed by law
or under generally accepted accounting principles.

4    OBLIGATIONS OF LICENSEE.

     4.1 Compliance.  LICENSEE agrees that, without limitation,
any manufacture, sale, lease, use or other disposition of Licensed
Products that is not in strict accordance with (1) the provisions of
this Agreement, (2) restrictions on the type of product, or the
territory in which such product may be, made, used, sold or
otherwise disposed of by or for an Authorized User, or other
provisions or restrictions, which are contained in any other
agreement that is related to Light Valves or Licensed Products and
that is in force between LICENSOR and an Authorized User to the
extent to which such restrictions or other provisions or restrictions
are  known to LICENSEE, or (3) with the provisions of any other
agreement then in force to which LICENSEE is a party and which
relates to Light Valves or Licensed Products, shall be deemed a
material breach of this Agreement.

     4.2  End Users.  LICENSEE or its sublicensees agree to
require all direct recipients of Licensed Products to whom
Licensed Products are sold, leased, or otherwise disposed of by
LICENSEE or its sublicensees, to look only to LICENSEE and not
to LICENSOR or its affiliates for any claims, warranties, or
liability relating to such Licensed Products.  LICENSEE agrees to
take all steps to reasonably assure itself that Licensed Products
sold, leased or otherwise disposed of by or for LICENSEE or its
sublicensees are being used by Authorized Users for permitted
application(s)  and in the Authorized User's permitted territory
only.  If a party which is not then listed on Schedule B hereto
wishes to obtain samples of Licensed Products or to purchase
Licensed Products from LICENSEE or its sublicensees,
LICENSEE shall notify LICENSOR and shall refer such party to
LICENSOR.  If such party enters into a suitable agreement with
LICENSOR, LICENSOR shall inform LICENSEE whether such
party may then obtain samples or purchase Licensed Products from
LICENSEE.

     4.3 Laws and Regulations.  LICENSEE agrees that it shall be
solely responsible for complying with all laws and regulations
affecting the manufacture, use and sale or other disposition of
Licensed Products by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies and
other entities.  LICENSEE agrees to maintain a file of all such
approvals and to send LICENSOR a copy of all such approvals
(including English translations thereof in the case of approvals
required by any foreign country) within 10 business days of any
written request for such copies by LICENSOR.  LICENSEE
represents and warrants to LICENSOR that no approval from any
governmental agency or ministry, or from any third party, is
required to effectuate the terms of this Agreement or the
transactions contemplated hereby.

     4.4  Purchase of Components from Others.   By virtue of the
disclosure of Technical Information and information, if any,
provided from time to time by LICENSOR to LICENSEE and to
its other licensees, and each of their sublicensees and affiliates,
any component of a Light Valve, including, without limitation,
materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a "Component"), which
LICENSEE or its sublicensees makes, has made for it, or
purchases from any third party for use in Licensed Products shall
be deemed to have been manufactured at least in part using the
Technical Information provided by LICENSOR.  LICENSEE and
its sublicensees each hereby agrees that (i) all Components shall
be used only in strict accordance with the provisions of this
Agreement, and that such Components may not be used for any
other purpose or resold by LICENSEE or its sublicensees except
as specifically permitted by the license granted in Section 2.1
hereof, and (ii) LICENSEE and its sublicensees will only look to
the manufacturer or supplier of such Component or other item used
by LICENSEE or its sublicensees and not to LICENSOR or its
affiliates for any claims, warranties, or liability relating to such
Component or other item. LICENSEE acknowledges that
LICENSOR has not made any representations or warranties
regarding the availability of any Component, or the price thereof,
and that in all respects LICENSEE shall deal directly with the
suppliers of such Components and will obtain from them
information regarding availability, pricing, and/or other terms
relating to such Components.

     4.5 No Warranties by LICENSOR.   LICENSEE shall be
solely responsible for determining the specifications for all
Licensed Products produced by it. LICENSOR does not represent
or warrant the performance of any Licensed Product or of any
material, Component, or information provided hereunder, and
LICENSEE expressly acknowledges and agrees that any such
material, Component or information provided by LICENSOR
hereunder is provided "AS IS" and that LICENSOR makes no
warranty with respect thereto and  DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED,  INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, RELATED THERETO, ITS USE OR ANY
INABILITY TO USE IT, OR THE RESULTS OF ITS USE.
Except for any breach of the terms of this Agreement, in no event
shall any party to this Agreement be liable for any damages,
whether in contract or tort (including negligence), including but
not limited to direct, consequential, special, exemplary, incidental
and indirect damages, arising out of or in connection with this
Agreement or the use, the results of use, or the inability to use any
Licensed Product, material, Component or information provided
hereunder.

     4.6 Analysis.  LICENSEE represents and agrees that it will
only incorporate Components received from authorized suppliers
into Licensed Products and  for no other purpose, and that
LICENSEE will not directly or indirectly attempt to reverse-
engineer any material provided to it hereunder by LICENSEE or
any supplier of any Component.

     4.7  Personnel. LICENSEE agrees to assign personnel from
its technical staff  who shall be responsible for the development of
Licensed Products during the term of this Agreement.

     4.8  LICENSOR Purchases.  If LICENSEE is able to develop
and manufacture Licensed Products suitable for use by Authorized
Users, upon request of LICENSOR and with reasonable prior
notice, LICENSEE shall sell and deliver to LICENSOR, Licensed
Products at LICENSEE's prevailing market prices and in
quantities mutually agreed upon by LICENSOR and LICENSEE.
LICENSEE acknowledges that LICENSOR and its present and/or
future licensees (or entities who have been granted the option of
entering into license agreements with LICENSOR) may
independently manufacture (or have third parties manufacture for
them) and sell Licensed Products  under the terms of agreements
between them and LICENSOR, or may independently manufacture
and sell Licensed Products which LICENSOR produces, or has
produced on its behalf.  Nothing contained in this Agreement shall
impose any obligation on LICENSOR or any other parties to
purchase any Licensed Products from LICENSEE.
Notwithstanding anything contained herein to the contrary, during
the term of this Agreement LICENSOR may provide Licensed
Products obtained by LICENSOR pursuant to this Section 4.8 to
third parties so long as LICENSOR does not receive from the
recipient for the provision of such Licensed Products any monetary
payment in excess of LICENSOR's purchase price plus shipping,
administrative, overhead and related costs to such recipient.

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that either
party may adopt and use for Licensed Products or other products
incorporating Light Valves are and shall remain the exclusive
property of the adopting party, and the other party shall not obtain
any rights and license to such marks under this Agreement, but
may inform others that the adopting party has produced Licensed
Products or products incorporating Light Valves under such mark
or marks.  LICENSOR may require LICENSEE or its permitted
sublicensees to indicate on packaging that such product is licensed
from Research Frontiers Incorporated or to otherwise include
language and/or designations approved by LICENSOR indicating
an affiliation with Research Frontiers Incorporated.

6    INSURANCE AND INDEMNIFICATION.

     6.1  Insurance.  LICENSEE shall maintain at all times ample
product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement.

     6.2  Indemnification.  LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"), against any liability,
damage, loss, fine, penalty, claim, cost or expense (including
reasonable costs of investigation and settlement and attorneys',
accountants' and other experts' fees and expenses) arising out of
any action or inaction by any Indemnifying Party relating to this
Agreement including an Indemnifying Party's manufacture, sale,
use, lease or other disposition of Licensed Products,  and related
materials, or other use of the information and rights granted
hereunder. Any knowledge of LICENSEE's or its sublicensee's
activities by LICENSOR or its representatives shall in no way
impose any liability on LICENSOR or reduce the responsibilities
of LICENSEE hereunder or relieve it from any of its obligations
and warranties under this Agreement.

7    FUTURE PATENTS.

     7.1  Future Patents.  Each party, at its cost, shall have the
right to file patent applications in the United States and in foreign
countries covering any invention made by such party.

     7.2  Improvements and Modifications. (a) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR
after the Effective Date of this Agreement, if any, which relate in
any way to or are useful in the design, operation, manufacture and
assembly of Licensed Products, and/or to the suspensions or other
components used or usable in Licensed Products shall not be
included in this Agreement. Upon written request by the non-
inventing party, LICENSOR and LICENSEE shall negotiate with
each other regarding the grant of nonexclusive rights and licenses
to use such improvements and modifications, but neither party
shall be obligated to grant such rights and licenses to one another.

     (b)  During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any obligation
to reveal details which would be confidential information), at least
as frequently as once a year in January of each calendar year, if
any significant improvements or modifications have been made
relating to the subject matter of this Agreement, and as to the
general nature of any such improvements and modifications.

     (c) Notwithstanding the foregoing, LICENSOR may, but shall
not be required to, voluntarily and without additional cost to
LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE rights
in such certain future improvements and modifications, and  any
information so disclosed will be considered Technical Information
which LICENSEE shall be obligated to keep confidential pursuant
to Section 12.1 of this Agreement.  In connection therewith,
LICENSOR, may voluntarily add patents and/or patent
applications to Schedule A hereof.  No disclosure of any
information by LICENSOR shall in any way establish a course of
dealing or otherwise require LICENSOR to make any future
disclosure of information under this Agreement.

     7.3  Foreign Patent Applications.  During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country
included in the Licensed Territory. If so designated and if legally
possible to do so, LICENSOR agrees to promptly file, prosecute
and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost, including
reasonable attorney's fees, to file, prosecute and maintain any such
patent application and resulting patents specifically so designated
by LICENSEE.

8    TECHNOLOGY TRANSFER.

     8.1.  Materials.  Upon request by LICENSEE, during the term
of this Agreement and when mutually convenient to LICENSOR
and LICENSEE, LICENSOR shall supply LICENSEE with small
quantities of materials related to Licensed Products for
experimental use only by LICENSEE, and shall charge
LICENSEE $750 per man/day plus the cost of any other materials
used in making such materials, plus the cost of shipping such
materials to LICENSEE.  Each invoice submitted by LICENSOR
for such service shall include detailed explanations of the charges,
and, if requested by LICENSEE, copies of receipts. The parties
acknowledge that LICENSOR has no obligation to transfer to
LICENSEE any Technical Information other than as may be
embodied in such sample materials, and that, other than sample
materials, if any, that may be supplied by LICENSOR as
aforesaid, LICENSEE will be acquiring materials from authorized
suppliers other than LICENSOR.

     8.2 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry
by telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.

     8.3 Visits.  During all visits by either party to the facilities of
the other party, visitors shall comply with all reasonable rules of
the host company, and each party to this Agreement will
indemnify and hold the other party harmless from any liability,
claim or loss whatsoever (i) for any injury to, or, death of, any of
its employees or agents while such persons are present at the
facility of the other party; and (ii) for any damages to its own
property or to the property of any such employee or agent which
may occur during the presence of any such person at the facility of
the other party, regardless of how such damage occurs, if the rules
of the host are followed.

     8.4  Sole Purpose.  Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.

9    INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.

     9.1  Proprietary Rights: Notices.  Each party shall provide
appropriate notices of patents, or other similar notice of the patent
rights of the other party on all products utilizing the patented
inventions of the other party.  Either party may add its own patent
notice to any copy or embodiment which contains its patented
inventions.

     9.2  LICENSOR Exclusive Owner.  LICENSEE hereby
acknowledges LICENSOR as purporting to be the sole and
exclusive owner of the patents and patent applications listed on
Schedule A, and that, except for the rights granted hereunder,
LICENSEE shall not have any rights or attempt to assert any
ownership rights in and to those patents and patent applications.

10   TERM AND TERMINATION.

     10.1  Term.  The term of this Agreement shall extend from
the Effective Date of this Agreement to the date of termination of
this Agreement.  Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon  the
expiration of the later of (A) the last to expire of the patents now
or hereafter listed in Schedule A hereof, and (B) the expiration of
the period in which LICENSEE is obligated to maintain
confidential Technical Information of LICENSOR pursuant to
Section 12.1 hereof.

     10.2  Termination by LICENSEE. LICENSEE may terminate
this Agreement effective as of December 31, 2004 or as of any
anniversary thereof by giving LICENSOR prior notice thereof
unless sooner terminated as hereinafter provided.  Such notice
shall be made in writing and shall be given between 60 and 90
days prior to the effective date for which such termination is to be
effective. If LICENSEE decides to terminate this Agreement for
any reason, LICENSEE shall provide LICENSOR, along with the
aforementioned notice of termination, with a written report
describing the reasons for such termination.

     10.3  Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December 31,
2004 or as of any anniversary thereof  upon at least 30 days' notice
to LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one year's notice of any early
termination under this Section 10.3 if LICENSEE is producing and
selling Licensed Products hereunder.  Notwithstanding the
foregoing, LICENSOR may terminate this Agreement at any time
upon at least 30 days' notice to LICENSEE if LICENSEE shall
have failed to make any payment when due or at any time breach
any material term of this Agreement and such payment is not made
or such breach is not cured within any applicable cure period
specified in Article 11 of this Agreement, or repeatedly provide
inaccurate reports hereunder, or if there has been a cessation by
LICENSEE of general operations or of work related to Licensed
Products.

     10.4  Effect of Termination.  If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall cease,
and LICENSEE shall immediately return to LICENSOR all
Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and summaries
thereof; provided, however, that LICENSEE may retain solely for
archival purposes one copy of all such documents in its legal
department files, (2) at LICENSOR's option, LICENSEE shall,
within 30 days of the date of such termination, either (A) sell and
deliver to LICENSOR at LICENSEE's direct cost of manufacture
any Licensed Products which shall then be in the possession of
LICENSEE, and, if requested by LICENSOR, LICENSEE shall
finish and deliver to LICENSOR any Licensed Products in the
process of manufacture as soon as possible and, in any case, not
later than 30 days after receiving LICENSOR's request, and/or (B)
with respect to any unsold inventory and work in the process of
manufacture, to complete such work in process and sell any
remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any Licensed
Products (and Licensed Products in the process of manufacture)
not sold under this Section 10.4 and (3)  if this Agreement is
terminated for any reason on or before December 31, 2004,
LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to grant
sublicenses to others to utilize all technical information,
improvements and/or modifications  (but only if they are, or
become, the subject of patents or pending patent applications)
developed or invented by or on behalf of LICENSEE and/or its
sublicensees, subcontractors, or agents hereunder through the date
of such termination of this Agreement relating to Licensed
Products, and upon such termination, LICENSEE shall provide
LICENSOR in reasonable detail complete information regarding
such technical information, improvements and/or modifications.
The foregoing license shall be self-effectuating, but LICENSEE
agrees upon written notice by LICENSOR at any time hereafter to
deliver to LICENSOR within 30 days of such notice any document
or other instrument reasonably requested by LICENSOR to convey
such license rights to LICENSOR such as, by way of example,
confirmations or instruments of conveyance or assignment.  No
termination of this Agreement by expiration or otherwise shall
release LICENSEE or LICENSOR from any of its continuing
obligations hereunder, if any, or limit, in any way any other
remedy one party may have against the other party.
Notwithstanding the foregoing, LICENSEE's obligations to
LICENSOR under Sections 3.1, 3.2, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1, 6.2,
7.2, 8.3, 8.4, 10.4, 12.1, and Articles 13 and 14 shall survive any
termination or expiration of this Agreement, and LICENSOR's
obligations to LICENSEE under Sections 3.1, 3.2, 8.3, 8.4, and
Articles 13 and 14 shall survive any termination or expiration of
this Agreement.

11   EVENTS OF DEFAULT AND REMEDIES.

     11.1  Events of Default.  Each of the following events shall
constitute an "Event of Default" under this Agreement:

     11.1.1    (a) A party's failure to make any payment due in a
timely manner or a party's material breach or material failure to
punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented facts
or circumstances, if curable, remain uncured thirty (30) days after
written notice of such misrepresentation is received by the
breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty (30)
days after such misrepresentation or breach at the option of the
non-breaching party; or

     11.1.2    The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's filing
of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its filing;
(c) the appointment of a receiver or trustee for such first party
which has not been rescinded within ninety (90) days of the date
of such appointment; or (d) such first party otherwise becoming
insolvent or otherwise making an assignment for the benefit of
creditors.

     11.2  Default by a Party.  If there occurs an Event of Default
with respect to a party, the other party may:

               (a)  seek damages; and/or

     (b)  seek an injunction or an order for mandatory or specific
performance; and/or

               (c)  terminate this Agreement and the licenses granted to
          LICENSEE hereunder whereupon the non-defaulting
          party shall have no further obligations under this
          Agreement except those which expressly survive
          termination, and except with respect to royalty payments
          due and owing to LICENSOR as of the termination date
          or any subsequent period specified in Section 10.4.

12   CONFIDENTIALITY.

     12.1  Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the later of the Effective Date of this
Agreement or the latest date of its receipt of information disclosed
to LICENSEE by LICENSOR pursuant to this Agreement, such
information shall be held in confidence; provided, however, there
shall be no obligation to treat as confidential information which is
or becomes available to the public other than through a breach of
this obligation, or which was already possessed by LICENSEE in
writing (or otherwise provable to be in the possession of
LICENSEE) prior to the Effective Date of this Agreement (and
was not received from LICENSOR) or which is shown by
LICENSEE to have been received by it from a third party who had
the legal right to so disclose it without restrictions and without
breach of any agreement with LICENSOR or its licensees.
LICENSOR shall affix an appropriate legend on all written
documentation given to LICENSEE which contains confidential
information.  LICENSEE acknowledges that the list of patent
applications contained on Schedule A is confidential information
of LICENSOR. If confidential information is otherwise conveyed
orally by LICENSOR, LICENSOR shall specify to LICENSEE at
the time such information is being conveyed (or in a subsequent
letter referring to the conversation) that the information conveyed
is confidential.  It is understood and agreed that, unless otherwise
provided in a separate agreement between LICENSEE and
LICENSOR, LICENSEE has no obligation hereunder to provide
LICENSOR with any confidential or proprietary information, and
that LICENSOR shall have no obligation hereunder to LICENSEE
to maintain in confidence or refrain from commercial or other use
of any information which LICENSOR is or becomes aware of
under this Agreement.  The terms and provisions of this
Agreement or any other agreement between the parties shall not be
considered confidential, and the parties hereto acknowledge that,
pursuant to the Securities Exchange Act of 1934, as amended, and
the regulations promulgated thereunder,  LICENSOR may file
copies of this Agreement with the Securities and Exchange
Commission and with NASDAQ and with any other stock
exchange on which LICENSOR's securities may be listed.
LICENSEE agrees that for the period of time during which
LICENSEE is obligated to keep information confidential
hereunder, LICENSEE will not make, use, sell, lease or otherwise
dispose of products using or directly or indirectly derived from
Licensed Products, Light Valves, or Components, or which
otherwise comprise suspended particles, which when subjected to
a suitable electric or magnetic field, orient to produce a change in
the optical characteristics of the suspension ("SPD Technology")
unless an agreement between LICENSOR and LICENSEE
permitting it to do so is in full force and effect and the royalties, if
any, provided in such agreement are being paid to LICENSOR on
such products.  The foregoing restriction shall not apply to
products (i) which do not directly or indirectly incorporate SPD
Technology, such as, but not limited to, liquid crystal devices, or
electrochromic devices, or (ii) which incorporate technology
involving suspended particles, which when subjected to a suitable
electric or magnetic field, orient to produce a change in the optical
characteristics of the suspension but which is independently
developed and which is not in any way directly or indirectly
derived from any Technical Information of LICENSOR or its
licensees, sublicensees, or any of their affiliates. LICENSEE shall
have the burden of proving by clear and convincing evidence that
the availability of any exception of confidentiality exists or that
the foregoing restrictions do not apply to a particular product.
Nothing contained in this section, however, shall be construed as
granting LICENSEE any rights or licenses with respect to any
Technical Information or patents of LICENSOR or its other
licensees or their sublicensees.

     (b) LICENSEE will have the right provide materials to, and
to disclose information, to a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided that
prior to disclosing any information to said subcontractor, said
subcontractor has signed a secrecy agreement with LICENSEE at
least as protective of LICENSOR's Technical Information as the
provisions of this Agreement, including, without limitation, said
subcontractor's specific agreement to be bound by the provisions
of Section 12.1 hereof to the same extent as LICENSEE.  For such
purposes, LICENSEE may develop a standard form of secrecy
agreement for LICENSOR's approval, after which LICENSEE
may use such secrecy agreement with all subcontractors without
LICENSOR's prior approval of the secrecy agreement being
necessary. LICENSEE shall have all subcontractors sign said
secrecy agreement prior to the disclosure of  Technical
Information to said subcontractor, and LICENSEE shall send
LICENSOR a copy of every such secrecy agreement within thirty
(30) days after the execution thereof.

13   WARRANTIES AND REPRESENTATIONS.

     13.1  Reciprocal Representations.  Each party represents and
warrants to the other that:

     13.1.1  Valid Agreement.  The execution and delivery of this
Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action by LICENSOR
and LICENSEE and this Agreement is a valid and binding
obligation enforceable against the parties in accordance with its
terms, except to the extent limited by bankruptcy, insolvency,
moratorium and other laws of general application relating to
general equitable principles;

     13.1.2 No Conflicts.  Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any
other entity; and

     13.1.3  Publicity. The parties shall have the right to use non-
confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical
assistance, investor relations, disclosure and public relations
purposes, and that information permitted to be disclosed by a party
under this Section 13.1.3 may appear on such party's (or its
subsidiaries' or sublicensees') Internet web site, along with links
to the Internet web sites of the other party and its subsidiaries and
sublicensees.

     13.2  LICENSOR Representations.  LICENSOR represents
and warrants, for the benefit of LICENSEE, that:

     13.2.1  Title.  As of the date hereof, LICENSOR represents
and warrants that  it has the right to convey the rights and licenses
granted by this Agreement, and otherwise to perform its
obligations under this Agreement. LICENSOR has caused its
employees who are employed to do research, development, or
other inventive work to disclose to it any invention or information
within the scope of this Agreement and to assign to it rights in
such inventions and information in order that LICENSEE shall
receive, by virtue of this Agreement, the licenses granted to it
under Section 2.1 hereof.

     13.2.2  Infringement.  As of the date hereof, LICENSOR is
not aware of any claim for patent infringement or the
misappropriation of trade secrets, being asserted against it by any
third party; or of any infringement of the patents listed on
Schedule A hereto by any entity.

     13.2.3 Patents in Force.  To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.

     13.3 No Warranty.  LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or otherwise
commercialize Licensed Products, or (b) as to the validity of any
patent.

14    MISCELLANEOUS.

     14.1  Applicable Law.  This Agreement shall be interpreted,
construed, governed and enforced in accordance with and
governed by the laws of the State of New York, and LICENSOR
and LICENSEE hereby submit to the exclusive jurisdiction of the
state or federal courts located in the County of Nassau and State of
New York for such purposes.

     14.2  Confidentiality In Court Proceeding.  In order to protect
and preserve the confidential information of a party which the
parties recognize may be exchanged pursuant to the provisions of
this Agreement, the disclosing party may request, and the
receiving party shall not oppose, the court in any action relating to
this Agreement to enter a protective order to protect information
which is confidential information under Section 12.1 and to seal
the record in the action or to hold the proceedings, or portion of
the proceedings, in camera; provided, that the requested terms do
not prejudice the receiving party's interests.  Nothing, however,
shall preclude either party from thereafter moving to unseal its
own records or to have matter and information designated as
confidential under any relevant protective order designated
otherwise in accordance with the circumstances as they shall
appear at that time.

     14.3  Severability.  If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible consistent
with the intentions underlying the original provision.  If the
remainder of this Agreement is not materially affected by such
declaration or finding and is capable of substantial performance,
then the remainder shall be enforced to the extent permitted by
law.

     14.4  Waiver.  Unless agreed to by the parties in writing to the
contrary, the failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the
provisions of this Agreement, or to exercise any right contained in
this Agreement or provided by law, shall not constitute or be
construed as a waiver or relinquishment of the performance of
such provision or right or the right subsequently to demand such
strict performance or exercise of such right, and the rights and
obligations of the parties shall continue unchanged and remain in
full force and effect.

     14.5  Captions.  The captions and headings in this Agreement
are inserted for convenience and reference only and in no way
define or limit the scope or content of this Agreement and shall not
affect the interpretation of its provisions.

     14.6  Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns.  However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written consent
of LICENSOR except to a successor to substantially all of its
business relating to Light Valves and whose obligations hereunder
are guaranteed to LICENSOR by LICENSEE.  LICENSOR may
assign all of its rights and obligations hereunder to any successor
to any of its business interests or to any company controlling or
controlled by LICENSOR. All assignees shall expressly assume in
writing the performance of all the terms and conditions of this
Agreement to be performed by the assigning party, and an
originally signed instrument of such assumption and assignment
shall be delivered to the non-assigning party within 30 days of the
execution of such instrument.

     14.7  Schedules.  All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth fully
in this Agreement.

     14.8  Entire Agreement.  This Agreement constitutes the
entire understanding and agreement between LICENSOR and
LICENSEE with respect to the subject matter hereof, supersedes
all prior agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference to
this Agreement and which is executed in writing by the parties;
provided, however, that either party may unilaterally waive in
writing any provision imposing an obligation on the other.

     14.9  Notices.  Any notice required or permitted to be given
or made in this Agreement shall be in writing and shall be deemed
given on the earliest of (i) actual receipt, irrespective of method of
delivery, (ii) on the delivery day following dispatch if sent by
express mail (or similar next day courier service), or (iii) on the
sixth day after mailing by registered or certified air mail, return
receipt requested, postage prepaid and addressed as follows:

LICENSOR: Robert L. Saxe, President
               Research Frontiers Incorporated
               240 Crossways Park Drive
               Woodbury, New York 11797-2033 USA
               Facsimile:     (516) 364-3798
               Telephone:     (516) 364-1902

LICENSEE: Douglas D. Nouse
               Vice President of Business Planning
               AP Technoglass Co.
               44099 Plymouth Oaks Blvd., Suite 101A
               Plymouth, Michigan
               Facsimile:     734-416-8455
               Telephone:     734-254-1301

or to such substitute addresses and persons as a party may
designate to the other from time to time by written notice in
accordance with this provision.

     14.10 Bankruptcy Code.  In the event that either party should
file a petition under the federal bankruptcy laws, or that an
involuntary petition shall be filed against such party, the parties
intend that the non-filing party shall be protected in the continued
enjoyment of its rights hereunder to the maximum feasible extent
including, without limitation, if it so elects, the protection
conferred upon licensees under section 365(n) of Title 17 of the
U.S. Code.  Each party agrees that it will give the other party
immediate notice of the filing of any voluntary or involuntary
petition under the federal bankruptcy laws.

     14.11  Construction.  This Agreement and the exhibits hereto
have been drafted jointly by the parties and in the event of any
ambiguities in the language hereof, there shall no be inference
drawn in favor or against either party.

     14.12  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.

     14.13 Status of the Parties.  The status of the parties under
this Agreement shall be solely that of independent contractors. No
party shall have the right to enter into any agreements on behalf of
the other party nor shall it represent to any person that it has such
right or authority.

     The parties, through their duly authorized representatives, and
intending to be legally bound, have executed this Agreement, as of
the date and year first above written, whereupon it became
effective in accordance with its terms.

RESEARCH FRONTIERS INCORPORATED



By:_____________________________________________
                               Robert L. Saxe, President
                               Date: February 20, 2001

AP TECHNOGLASS CO.
a division of AFG Industries, Inc



By:___________________________________________
     Douglas D. Nouse, Vice President of Business Planning
                               Date: February 16, 2001
                               Schedule A
                       (As of February 19, 2001)

                LIST OF UNITED STATES, INTERNATIONAL AND
                FOREIGN PATENTS AND PATENT APPLICATIONS

                                                       Date    Expiration
Patents in the United States                           Issued  Date


4,407,565                Robert L. Saxe
               "Light Valve Suspension Containing
                   Fluorocarbon Liquid"                10/04/83  1/16/01


4,422,963                Robert I. Thompson et al
               "Improved Light Polarizing Materials
                  and Suspension Thereof"              12/27/83
12/27/00


4,772,103                Robert L. Saxe
               "Light Valve Containing an Improved
                   Suspension, and Liquids Therefor"   9/20/88   8/8/06


4,877,313                Robert L. Saxe et al
               "Light Polarizing Materials and
                Suspensions Thereof"                10/31/89  2/10/09


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91  10/27/09


5,093,041                Joseph A. Check, III et al
               "Light-Polarizing Material Based on
                   Ethylene-diamine Polyacetic Acid
                   Derivatives"                        3/03/92   7/30/10


5,111,331                Paul Rosenberg
               "Electro-Optical Light Modulator"       5/05/92    7/5/09


5,130,057                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                7/14/92
10/31/06



                         Schedule A (Continued)

                                                       Date    Expiration
Patents in the United States                           Issued  Date

5,279,773                Robert L. Saxe
               "Light Valve Incorporating A Suspension
                    Stabilized With A Block Polymer"   1/18/94   3/23/12


5,325,220                Robert L. Saxe
               "Light Valve With Low Emissivity
                Coating As Electrode"                 6/28/94    3/9/13


5,463,491                Joseph A. Check III
               "Light Valve Employing a Film Comprising
                 An Encapsulated Liquid Suspension And
              Method of Making Such Film"           10/31/95          11/6/12


5,463,492                Joseph A. Check III
               "Light Modulating Film of Improved
                   Clarity For A Light Valve"           10/31/95  11/6/12


5,461,506                Joseph A. Check III et al
               "Light Valve Suspensions Containing A
                 Trimellitate Or Trimesate And Light
                    Valves Containing The Same"           10/24/95    5/11/13


5,467,217                Joseph A. Check III et al
               "Light Valve Suspensions and Films
                 Containing UV Absorbers and Light
                     Valves Containing The Same"           11/14/95   5/11/13


5,516,463                Joseph A. Check III et al
               "Method of Making Light
                    Polarizing Particles"              05/14/96
07/08/14


5,650,872                Robert L. Saxe et al
               "Light Valve Containing
                    Ultrafine Particles"               07/22/97  07/22/14

5,728,251                Joseph A.  Check, III
               "Light Modulating Film of Improved
                 UV Stability For a Light Valve"       03/17/98 09/27/15

                          Schedule A (Continued)

                                                       Date    Expiration
Patents in the United States                           Issued  Date


                    6,114,405           Huifang Zhuang et al
               "Ultraviolet Radiation-Curable
               Light-Modulating Film for a Light
               Valve, and Method of Making Same"  09/05/00
10/09/17


                    6,156,239           Robert L. Saxe et al
               "Light Polarizing Material, Liquid
               Suspensions and Films Thereof, and Light
                  Valve Incorporating Same"               12/05/00     2/26/19



                   PENDING UNITED STATES APPLICATIONS

Serial Number                                               Filing Date

[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

In addition to the patents and patent applications listed above, Research
Frontiers Incorporated has purchased from Glaverbel, SA a number of
patents and patent applications which are in the process of being
assigned to Research Frontiers Incorporated.  This Schedule A will be
amended in the future to include such patents and patent applications
when such assignments are complete and a final list is made available to
Research Frontiers Incorporated.

*-indicates a patent
<PAGE>
                                Schedule B
                        (As of December 31, 2000)

LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR
SPD SUNROOF GLASS

Name of Customer                        Permitted Territory
Research Frontiers Incorporated              Worldwide

Glaverbel, S.A.                          Worldwide (except  Korea)

Hankuk Glass Industries, Inc.                Worldwide

Material Sciences Corporation           Worldwide (except  Korea)


[INFORMATION REGARDING OTHER AUTHORIZED USERS WILL
BE PROVIDED BY LICENSOR TO LICENSEE FROM TIME TO TIME
IN THE FUTURE]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
  [EXHIBIT 10.18- Certain portions of this document have been
  omitted in the publicly filed version of this document  pursuant
to  the Registrant's request for confidential treatment and filed
  separately with the Securities and Exchange Commission.]

                     LICENSE AGREEMENT FOR
                      SPD AIRCRAFT WINDOWS
                            BETWEEN
                RESEARCH FRONTIERS INCORPORATED
                              AND
                 INSPECTECH AERO SERVICE, INC.

     This License Agreement ("Agreement") effective as of March
21, 2001 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
INSPECTECH AERO SERVICE, INC., a Florida corporation
("LICENSEE").

                             RECITALS

     WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves and Licensed Products (both as hereinafter defined)
and of methods and apparatus relating to products incorporating
such concepts; and is possessed of and can convey information and
know-how for such products and rights to manufacture, use and
sell such products; and

     WHEREAS, LICENSEE is interested in manufacturing and
selling Licensed Products; and

     WHEREAS, LICENSEE desires to acquire from LICENSOR,
and LICENSOR desires to grant to LICENSEE, certain rights and
licenses with respect to such technology of LICENSOR;

     NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1    DEFINITIONS.

        The following terms when used herein shall have the
respective meanings set forth in this Article 1.

The "Effective Date" of this Agreement shall be the date which is
the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.

"Licensed Product" means a Light Valve Aircraft Window
Shading Product, incorporating a Light Valve.  The term
"Licensed Product" shall not include Light Valves used or
intended for use in any product other than as specifically defined
herein, such as other window products not specifically defined
hereinabove, windows for other transportation vehicles, including,
but not limited to passenger cars, trains, monorails, recreational
vehicles, trucks, mobile cranes, boats, vans, sport utility vehicles,
space craft and space-stations, and non-window products such as
but not limited to displays, eyewear, sun visors, toys, mirrors or
filters for scientific instruments, lamps or contrast enhancement of
displays.  The term "display" means any device for displaying
letters, numbers, images or other indicia or patterns.  Nothing
contained herein shall permit LICENSEE to sell, lease, or
otherwise dispose of a Light Valve which is not combined or
intended to be combined as described above into a Light Valve
Aircraft Window Shading Product.

"Licensed Territory " means all countries of the world except
North and South Korea.

"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted through
and/or reflected from the cell; means incorporated in or on the cell,
or separate therefrom for applying an electric or magnetic field to
the activatable material within the cell; and coatings, (including,
but not limited to, electrodes), spacers, seals, electrical and/or
electronic components, and other elements incorporated in or on
the cell.  The activatable material, which the cell contains or is
adapted to contain, includes in it solid suspended particles, which
when subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the device, and
may be in the form a liquid suspension, gel, film or other material.

"Light Valve Aircraft Window Shading Product" means a Light
Valve used or intended for use solely as a window, shade, or cabin
divider, integrally incorporated in, or attached as a fixture to the
external structure or internal structure of an airplane, helicopter, or
jet aircraft.

The "Net Selling Price" of a Licensed Product on which royalties
are payable shall be the greatest  of the following: (A) the genuine
selling price of LICENSEE and its sublicensees hereunder
(including amounts charged for any wiring, installation, and
related services provided by LICENSEE and its sublicensees
hereunder, but not including structural materials used in the
aircraft sidewall assembly that are not used or related to the
window or shade component of an aircraft sidewall) f.o.b. factory
at which nonaffiliated customers are billed in the usual course of
business for a Licensed Product, as packed for shipment to the
customer; (B) the genuine selling price of LICENSEE and its
sublicensees hereunder (including amounts charged for any wiring,
installation, and related services provided by LICENSEE and its
sublicensees hereunder) f.o.b. factory at which nonaffiliated
customers are billed in the usual course of business for the overall
product which incorporates a Licensed Product, as packed for
shipment to the customer, multiplied by a fraction, the numerator
of which is the direct cost of all components included in the
window or cabin divider associated with the incorporation of a
Light Valve, and the denominator of which is the total direct cost
for such overall product; and (C) $100 per Licensed Product. The
aforementioned $100 figure specified in clause (C) above shall be
adjusted upward as of each January 1st hereafter beginning on
January 1, 2002 by any increase in the Producer Price Index for
Aircraft Parts and Equipment-NEC (the "Index") for the 12 month
period ending in December of the prior year, prepared by the
Bureau of Labor Statistics of the United States Department of
Labor (or if the Index is not then being published, the most nearly
comparable successor index).  In calculating a genuine selling
price of a product for the above calculation, such price may be
reduced only by the applicable proportions of the following if, and
to the extent that, amounts in respect thereof are reflected in such
selling price: (i) normal trade discounts actually allowed; (ii) sales,
use or excise and added value taxes and custom duties paid; (iii)
if the genuine selling price is other than f.o.b. factory, amounts
paid for f.o.b. transportation of the product to the customer's
premises or place of installation or delivery; (iv) insurance costs
and the costs of packing material, boxes, cartons and crates
required for shipping; provided, however, that for purposes of this
calculation, the genuine selling price of a product may not be less
than 90% of the gross selling price of said product after all
deductions therefrom, if any.  If a product is leased, sold, used or
otherwise disposed of on terms not involving a bona fide arm's
length sale to an unaffiliated third party, then the Net Selling Price
for such transactions shall be deemed to be the Net Selling Price
as defined above for identical products sold to a nonaffiliated
customer nearest to the date of such lease, sale, use, or other
disposition.

"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including
(by way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and
maintenance manuals, test and other technical reports, know-how
of LICENSOR, and the like owned or controlled by LICENSOR,
to the extent they exist, that relate to Light Valves, Licensed
Products and/or to the suspensions or other components used or
usable for Licensed Products or Light Valves including, but not
limited to, particles, particle precursors, coatings, polymers, liquid
suspensions and suspending liquids, or any combination thereof,
and that consist of concepts invented or developed by LICENSOR.
Know-how of LICENSOR's suppliers and of LICENSOR's other
licensees and their sublicensees under licenses from LICENSOR
shall not be considered Technical Information owned or controlled
by LICENSOR.

2    GRANT OF LICENSE.

     2.1  License.  During the term of this Agreement, LICENSOR
hereby grants LICENSEE a non-exclusive right and license to use
(a) all of the Technical Information, if any, (subject to Section 8.1
hereof) furnished by LICENSOR pursuant to this Agreement, and
(b) any invention claimed in (i) any of the unexpired patents now
or hereafter listed on Schedule A attached hereto or (ii) unexpired
patents which issue from pending patent applications now or
hereafter listed in Schedule A, and any continuations,
continuations-in-part, divisions, reissues, reexaminations, or
extensions thereof to make, have made, and to lease, sell, or
otherwise dispose of Licensed Products in the Licensed Territory.

     2.2   No Other Rights.  LICENSEE agrees that, except for the
specific licenses granted to it under Section 2.1 hereof for use in
Licensed Products, LICENSEE has not acquired any rights or
licenses under this Agreement to use Light Valves or any
components thereof made by or for LICENSEE or its sublicensees
pursuant to this Agreement.

     2.3  Sublicenses.  LICENSEE shall have the right to grant
non-exclusive sublicenses to any of its wholly-owned and
controlled subsidiaries, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and which
acknowledges to LICENSOR in writing that it wishes to become
a sublicensee hereunder prior to doing so and agrees to be bound
by the terms and conditions of this Agreement. All sublicenses
shall (i) be non-exclusive, (ii) shall terminate with the termination
of the rights and licenses granted to LICENSEE under Section 2.1
hereof, and be otherwise limited in accordance with the limitations
and restrictions which are imposed on the rights and licenses
granted to LICENSEE hereunder, (iii) contain confidentiality
provisions no less protective than those contained in Section 12.1
hereof, and (iv) shall contain such other terms, conditions, and
licenses as are necessary to enable LICENSEE to fulfill its
obligations hereunder. LICENSEE shall send LICENSOR a copy
of every sublicense agreement or other agreement entered into by
LICENSEE in connection with a sublicense hereunder within
thirty (30) days of the execution thereof.  LICENSOR may
terminate any such sublicense if there is any change in the
ownership or control of a sublicensee.

3    ROYALTY PAYMENTS, REPORTS AND RECORD-
KEEPING.

     3.1 Royalties and Reports on Net Sales.  During the term of
this Agreement, LICENSEE agrees to pay LICENSOR an earned
royalty which shall be ten percent (10%) of the Net Selling Price
of Licensed Products which embody, or the manufacture of which
utilizes, any of the rights granted under Section 2.1 hereof, and
which are manufactured by or for LICENSEE and sold, leased,
used or otherwise disposed of by or for LICENSEE or a permitted
sublicensee.  Payments under this Section 3.1 shall be made on a
quarterly basis and made within 45 days after the end of the
calendar quarter in which such Licensed Products were sold,
leased, used or otherwise disposed of by or for LICENSEE or a
permitted sublicensee hereunder.  Each royalty payment shall be
in U.S. dollars and shall be accompanied by a statement by
LICENSEE showing in reasonable detail the amount of Licensed
Products sold, used, leased or otherwise disposed of by or for
LICENSEE and its sublicensees during the preceding quarter, any
deductions taken or credits applied, and the currency exchange rate
used to report sales made in currencies other than U.S. dollars.
LICENSEE shall use the exchange rates for buying U.S. dollars in
effect on the last day of each quarter, as specified in The New
York Times.  The first such statement shall cover the period from
the Effective Date of this Agreement to the end of the first
calendar quarter in which a Licensed Product is sold, used, leased
or otherwise disposed of by or for LICENSEE or its sublicensees.
LICENSEE shall also furnish to LICENSOR at the same time it
becomes available to any third party, a copy of each brochure,
price list, advertisement or other marketing and promotional
materials prepared, published or distributed by LICENSEE or its
sublicensees relating to Licensed Products.

     3.2  Minimum Royalties - Regardless of whether LICENSEE
is selling any Licensed Products, during the term of this
Agreement LICENSEE agrees to pay LICENSOR the
non-refundable minimum royalties (in U.S. Dollars) specified
below for each of the stated periods:

     Period                                       Minimum
Royalty

[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

     3.3  Time and Method of Payment. The initial payment under
Section 3.2 shall be paid to LICENSOR within 10 days of the
Effective Date of this Agreement, and each subsequent payment
under Section 3.2 to LICENSOR shall be made on or before
January 31 of each license year commencing January 1, 2002.
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

All other payments shall be due on the date specified in this
Agreement, or if no date is specified, within 30 days of invoice.
All payments made to LICENSOR shall be paid by wire transfer
of immediately available funds to the account of Research
Frontiers Incorporated at Chase Manhattan Bank, 1064 Old
Country Road, Plainview, New York 11803, Account No.:
904-709361, ABA Wire Code No.: 021 000 021, or to such other
account or place, as LICENSOR may specify in a notice to
LICENSEE.

     3.4 Sales, Use and Returns.  Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on the
earlier of when such Licensed Products are billed out, or when
delivered, shipped or mailed to the customer.  If as a result of a
price reduction or a return of Licensed Products previously sold,
a credit or refund to a customer is given on part or all of the sale
price of such Licensed Products, a credit shall be allowed against
royalties accruing thereafter under this Agreement equal to the
royalty paid on that part of the sales price so credited or refunded.

     3.5  Recordkeeping.    LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of
submission of each statement supported thereby, true and accurate
records, files and books of accounts that relate to Licensed
Products, all data reasonably required for the full computation and
verification of the Net Selling Price of Licensed Products,
deductions therefrom and royalties to be paid, as well as the other
information to be given in the statements herein provided for, and
shall permit LICENSOR or its duly authorized representatives,
upon reasonable notice, adequately to inspect the same at any time
during usual business hours.  LICENSOR and LICENSEE agree
that an independent certified public accounting firm (selected by
LICENSOR from the largest ten certified public accounting firms
in the United States of America) may audit such records, files and
books of accounts to determine the accuracy of the statements
given by LICENSEE pursuant to Section 3.1 hereof.  Such an audit
shall be made upon reasonable advance notice to LICENSEE and
during usual business hours no more frequently than annually.
The cost of the audit shall be borne by LICENSOR,  unless the
audit shall disclose a breach by LICENSEE of any term of this
Agreement, or an underpayment error in excess of two percent of
the total monies paid to LICENSOR by LICENSEE during the
audited period, in which case LICENSEE shall bear the full cost
of such audit.  LICENSEE agrees to pay LICENSOR all additional
monies that are disclosed by the audit to be due and owing to
LICENSOR within thirty days of the receipt of the report.

4    OBLIGATIONS OF LICENSEE.

     4.1 Compliance.  LICENSEE agrees that, without limitation,
any manufacture, sale, lease, use or other disposition of Licensed
Products that is not in strict accordance with the provisions of this
Agreement shall be deemed a material breach of this Agreement.

     4.2  End Users.  LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products is
sold, leased, or otherwise disposed of by LICENSEE or its
sublicensees, to look only to LICENSEE and not to LICENSOR
or its affiliates for any claims, warranties, or liability relating to
such Licensed Products.  LICENSEE agrees to take all steps to
reasonably assure itself that Licensed Products sold, leased or
otherwise disposed of by or for LICENSEE is being used for
permitted purposes only.

     4.3 Laws and Regulations.  LICENSEE agrees that it shall be
solely responsible for complying with all laws and regulations
affecting the manufacture, use and sale or other disposition of
Licensed Products by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies and
other entities.  LICENSEE agrees to maintain a file of all such
approvals and to send LICENSOR a copy of all such approvals
(including English translations thereof in the case of approvals
required by any foreign country) within 10 business days of any
written request for such copies by LICENSOR.  LICENSEE
represents and warrants to LICENSOR that no approval from any
governmental agency or ministry, or from any third party, is
required to effectuate the terms of this Agreement or the
transactions contemplated hereby.

     4.4  Purchase of Components from Others.   By virtue of the
disclosure of Technical Information and information, if any,
provided from time to time by LICENSOR to LICENSEE and to
its other licensees, and each of their sublicensees and affiliates,
any component of a Light Valve, including, without limitation,
materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a "Component"), which
LICENSEE or its sublicensees makes, has made for it, or
purchases from any third party for use in Licensed Products shall
be deemed to have been manufactured at least in part using the
Technical Information provided by LICENSOR if LICENSEE or
any supplier of a Component to LICENSEE has had access to
Technical Information of any kind of LICENSOR or its licensees
and their sublicensees, consultants, subcontractors, agents or
representatives.  LICENSEE and its sublicensees each hereby
agrees that (i) all Components shall be used only in strict
accordance with the provisions of this Agreement, and that such
Components may not be used for any other purpose or resold by
LICENSEE or its sublicensees except as specifically permitted by
the license granted in Section 2.1 hereof, and (ii) LICENSEE and
its sublicensees will only look to the manufacturer or supplier of
such Component or other item used by LICENSEE or its
sublicensees and not to LICENSOR or its affiliates for any claims,
warranties, or liability relating to such Component or other item.
LICENSEE acknowledges that LICENSOR has not made any
representations or warranties regarding the availability of any
Component, or the price thereof, and that in all respects
LICENSEE shall deal directly with the suppliers of such
Components and will obtain from them information regarding
availability, pricing, and/or other terms relating to such
Components.

     4.5 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any Licensed Product or
of any material, Component, or information provided hereunder,
and LICENSEE expressly acknowledges and agrees that any such
material, Component or information provided by LICENSOR
hereunder is provided "AS IS" and that LICENSOR makes no
warranty with respect thereto and  DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED,  INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY
INABILITY TO USE IT, OR THE RESULTS OF ITS USE.
Except for any breach of the terms of this Agreement, in no event
shall any party to this Agreement be liable for any damages,
whether in contract or tort (including negligence), including but
not limited to direct, consequential, special, exemplary, incidental
and indirect damages, arising out of or in connection with this
Agreement or the use, the results of use, or the inability to use any
Licensed Product, material, Component or information provided
hereunder.

     4.6 Analysis.  LICENSEE represents and agrees that it will
only incorporate Components received from authorized suppliers
into Licensed Products and for no other purpose, and that
LICENSEE will not directly or indirectly attempt to reverse-
engineer any material provided to it hereunder by LICENSEE or
any supplier of any Component.

     4.7  Personnel. LICENSEE agrees to assign personnel from
its technical staff  who shall be responsible for the development of
Licensed Products during the term of this Agreement.

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that either
party may adopt and use for Licensed Products or other products
incorporating Light Valves are and shall remain the exclusive
property of the adopting party, and the other party shall not obtain
any rights and license to such marks under this Agreement, but
may inform others that the adopting party has licensed or produced
Licensed Products or products incorporating Light Valves under
such mark or marks, and may use the adopting party's logo in
connection therewith.  LICENSOR may require LICENSEE or its
permitted sublicensees to indicate on packaging that such product
is licensed from Research Frontiers Incorporated or to otherwise
include language and/or designations approved by LICENSOR
indicating an affiliation with Research Frontiers Incorporated.

6    INSURANCE AND INDEMNIFICATION.

     6.1  Insurance.  LICENSEE shall maintain at all times ample
product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement.

     6.2  Indemnification.  LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"), against any liability,
damage, loss, fine, penalty, claim, cost or expense (including
reasonable costs of investigation and settlement and attorneys',
accountants' and other experts' fees and expenses) arising out of
any action or inaction by any Indemnifying Party relating to this
Agreement including an Indemnifying Party's manufacture, sale,
use, lease or other disposition of Licensed Products,  and related
materials, or other use of the information and rights granted
hereunder. Any knowledge of LICENSEE's or its sublicensee's
activities by LICENSOR or its representatives shall in no way
impose any liability on LICENSOR or reduce the responsibilities
of LICENSEE hereunder or relieve it from any of its obligations
and warranties under this Agreement.

7    FUTURE PATENTS.

     7.1  Future Patents.  Each party, at its cost, shall have the
right to file patent applications in the United States and in foreign
countries covering any invention made by such party.

     7.2  Improvements and Modifications. (a) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR
after the Effective Date of this Agreement, if any, which relate in
any way to or are useful in the design, operation, manufacture and
assembly of Licensed Products, and/or to the suspensions or other
components used or usable in Licensed Products shall not be
included in this Agreement. Upon written request by the non-
inventing party, LICENSOR and LICENSEE shall negotiate with
each other regarding the grant of nonexclusive rights and licenses
to use such improvements and modifications, but neither party
shall be obligated to grant such rights and licenses to one another.

     (b)  During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any obligation
to reveal details which would be confidential information), at least
as frequently as once a year in January of each calendar year, if
any significant improvements or modifications have been made
relating to the subject matter of this Agreement, and as to the
general nature of any such improvements and modifications.

     (c) Notwithstanding the foregoing, LICENSOR may, but shall
not be required to, voluntarily and without additional cost to
LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE rights
in such certain future improvements and modifications, and  any
information so disclosed will be considered Technical Information
which LICENSEE shall be obligated to keep confidential pursuant
to Section 12.1 of this Agreement.  In connection therewith,
LICENSOR, may voluntarily add patents and/or patent
applications to Schedule A hereof.  No disclosure of any
information by LICENSOR shall in any way establish a course of
dealing or otherwise require LICENSOR to make any future
disclosure of information under this Agreement.

     7.3  Foreign Patent Applications.  During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country
included in the Licensed Territory. If so designated and if legally
possible to do so, LICENSOR agrees to promptly file, prosecute
and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost, including
reasonable attorney's fees, to file, prosecute and maintain any such
patent application and resulting patents specifically so designated
by LICENSEE.

8    TECHNOLOGY TRANSFER.

     8.1.  Materials.  Upon request by LICENSEE, during the term
of this Agreement and when mutually convenient to LICENSOR
and LICENSEE, LICENSOR shall supply LICENSEE with small
quantities of materials related to Licensed Products for
experimental use only by LICENSEE, and shall charge
LICENSEE $750 per man/day plus the cost of any other materials
used in making such materials, plus the cost of shipping such
materials to LICENSEE.  Each invoice submitted by LICENSOR
for such service shall include detailed explanations of the charges,
and, if requested by LICENSEE, copies of receipts. The parties
acknowledge that LICENSOR has no obligation to transfer to
LICENSEE any Technical Information other than as may be
embodied in such sample materials, and that, other than sample
materials, if any, that may be supplied by LICENSOR as
aforesaid, LICENSEE will be acquiring materials from authorized
suppliers other than LICENSOR.

     8.2 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry
by telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.

     8.3 Visits.  During all visits by either party to the facilities of
the other party, visitors shall comply with all reasonable rules of
the host company, and each party to this Agreement will
indemnify and hold the other party harmless from any liability,
claim or loss whatsoever (i) for any injury to, or, death of, any of
its employees or agents while such persons are present at the
facility of the other party; and (ii) for any damages to its own
property or to the property of any such employee or agent which
may occur during the presence of any such person at the facility of
the other party, regardless of how such damage occurs, if the rules
of the host are followed.

     8.4  Sole Purpose.  Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.

9    INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.

     9.1  Proprietary Rights: Notices.  Each party shall provide
appropriate notices of patents, or other similar notice of the patent
rights of the other party on all products utilizing the patented
inventions of the other party.  Either party may add its own patent
notice to any copy or embodiment which contains its patented
inventions.

     9.2  LICENSOR Exclusive Owner.  LICENSEE hereby
acknowledges LICENSOR as purporting to be the sole and
exclusive owner of the patents and patent applications listed on
Schedule A, and that, except for the rights granted hereunder,
LICENSEE shall not have any rights or attempt to assert any
ownership rights in and to those patents and patent applications.

10   TERM AND TERMINATION.

     10.1  Term.  The term of this Agreement shall extend from
the Effective Date of this Agreement to the date of termination of
this Agreement.  Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon  the
expiration of the later of (A) the last to expire of the patents now
or hereafter listed in Schedule A hereof, and (B) the expiration of
the period in which LICENSEE is obligated to maintain
confidential Technical Information of LICENSOR pursuant to
Section 12.1 hereof.

     10.2  Termination by LICENSEE. LICENSEE may terminate
this Agreement effective as of December 31, 2004 or as of any
anniversary thereof by giving LICENSOR prior notice thereof
unless sooner terminated as hereinafter provided.  Such notice
shall be made in writing and shall be given between 60 and 90
days prior to the effective date for which such termination is to be
effective. If LICENSEE decides to terminate this Agreement for
any reason, LICENSEE shall provide LICENSOR, along with the
aforementioned notice of termination, with a written report
describing the reasons for such termination.

     10.3  Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December 31,
2004 or as of any anniversary thereof  upon at least 30 days' notice
to LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one years' notice of any early
termination under this Section 10.3 if LICENSEE is producing and
selling Licensed Products hereunder. [Confidential Information
Omitted and filed separately with the Securities and Exchange
Commission]   Notwithstanding the foregoing, LICENSOR may
terminate this Agreement at any time upon at least 30 days' notice
to LICENSEE if LICENSEE shall have failed to make any
payment when due or at any time breach any material term of this
Agreement and such payment is not made or such breach is not
cured within any applicable cure period specified in Article 11 of
this Agreement, or repeatedly provide inaccurate reports
hereunder, or if there has been a cessation by LICENSEE of
general operations or of work related to Licensed Products.

     10.4  Effect of Termination.  If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall cease,
and LICENSEE shall immediately return to LICENSOR all
Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and summaries
thereof; provided, however, that LICENSEE may retain solely for
archival purposes one copy of all such documents in its legal
department files, (2) at LICENSOR's option, LICENSEE shall,
within 30 days of the date of such termination, either (A) sell and
deliver to LICENSOR at LICENSEE's direct cost of manufacture
any Licensed Products which shall then be in the possession of
LICENSEE, and, if requested by LICENSOR, LICENSEE shall
finish and deliver to LICENSOR any Licensed Products in the
process of manufacture as soon as possible and, in any case, not
later than 30 days after receiving LICENSOR's request, and/or (B)
with respect to any unsold inventory and work in the process of
manufacture, to complete such work in process and sell any
remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any Licensed
Products (and Licensed Products in the process of manufacture)
not sold under this Section 10.4 and (3)  if this Agreement is
terminated for any reason on or before December 31, 2004,
LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to grant
sublicenses to others to utilize all technical information,
improvements and/or modifications  (whether or not the subject of
patents or pending patent applications) developed or invented by
or on behalf of LICENSEE and/or its sublicensees, subcontractors,
or agents hereunder through the date of such termination of this
Agreement relating to Light Valves, or Licensed Products, and
upon such termination, LICENSEE shall provide LICENSOR in
reasonable detail complete information regarding such technical
information, improvements and/or modifications.  The foregoing
license shall be self-effectuating, but LICENSEE agrees upon
written notice by LICENSOR at any time hereafter to deliver to
LICENSOR within 30 days of such notice any document or other
instrument reasonably requested by LICENSOR to convey such
license rights to LICENSOR such as, by way of example,
confirmations or instruments of conveyance or assignment.  No
termination of this Agreement by expiration or otherwise shall
release LICENSEE or LICENSOR from any of its continuing
obligations hereunder, if any, or limit, in any way any other
remedy one party may have against the other party.
Notwithstanding the foregoing, LICENSEE's obligations to
LICENSOR under Sections 3.1, 3.5, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1, 6.2,
7.2, 8.3, 8.4, 10.4, 12.1, and Articles 13 and 14 shall survive any
termination or expiration of this Agreement.

11   EVENTS OF DEFAULT AND REMEDIES.

     11.1  Events of Default.  Each of the following events shall
constitute an "Event of Default" under this Agreement:

     11.1.1    (a) A party's failure to make any payment due in a
timely manner or a party's material breach or material failure to
punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented facts
or circumstances, if curable, remain uncured thirty (30) days after
written notice of such misrepresentation is received by the
breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty (30)
days after such misrepresentation or breach at the option of the
non-breaching party; or

     11.1.2    The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's filing
of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its filing;
(c) the appointment of a receiver or trustee for such first party
which has not been rescinded within ninety (90) days of the date
of such appointment; or (d) such first party otherwise becoming
insolvent or otherwise making an assignment for the benefit of
creditors.

     11.2  Default by a Party.  If there occurs an Event of Default
with respect to a party, the other party may:

               (a)  seek damages; and/or

     (b)  seek an injunction or an order for mandatory or specific
performance; and/or

               (c)  terminate this Agreement and the licenses granted to
          LICENSEE hereunder whereupon the non-defaulting
          party shall have no further obligations under this
          Agreement except those which expressly survive
          termination, and except with respect to royalty payments
          due and owing to LICENSOR as of the termination date
          or any subsequent period specified in Section 10.4.

12   CONFIDENTIALITY.

     12.1  Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the later of the Effective Date of this
Agreement or the latest date of its receipt of information disclosed
to LICENSEE by LICENSOR pursuant to this Agreement, such
information shall be held in confidence; provided, however, there
shall be no obligation to treat as confidential information which is
or becomes available to the public other than through a breach of
this obligation, or which was already possessed by LICENSEE in
writing (or otherwise provable to be in the possession of
LICENSEE) prior to the Effective Date of this Agreement (and
was not received from LICENSOR) or which is shown by
LICENSEE to have been received by it from a third party who had
the legal right to so disclose it without restrictions and without
breach of any agreement with LICENSOR or its licensees.
LICENSOR shall affix an appropriate legend on all written
documentation given to LICENSEE which contains confidential
information.  LICENSEE acknowledges that the list of patent
applications contained on Schedule A is confidential information
of LICENSOR. If confidential information is otherwise conveyed
orally by LICENSOR, LICENSOR shall specify to LICENSEE at
the time such information is being conveyed (or in a subsequent
letter referring to the conversation) that the information conveyed
is confidential.  It is understood and agreed that, unless otherwise
provided in a separate agreement between LICENSEE and
LICENSOR, LICENSEE has no obligation hereunder to provide
LICENSOR with any confidential or proprietary information, and
that LICENSOR shall have no obligation hereunder to LICENSEE
to maintain in confidence or refrain from commercial or other use
of any information which LICENSOR is or becomes aware of
under this Agreement.  The terms and provisions of this
Agreement or any other agreement between the parties shall not be
considered confidential, and the parties hereto acknowledge that,
pursuant to the Securities Exchange Act of 1934, as amended, and
the regulations promulgated thereunder,  LICENSOR may file
copies of this Agreement with the Securities and Exchange
Commission and with NASDAQ and with any other stock
exchange on which LICENSOR's securities may be listed.
LICENSEE agrees that for the period of time during which
LICENSEE is obligated to keep information confidential
hereunder, LICENSEE will not make, use, sell, lease or otherwise
dispose of products using or directly or indirectly derived from
Licensed Products, Light Valves, or Components, or which
otherwise comprise suspended particles, which when subjected to
a suitable electric or magnetic field, orient to produce a change in
the optical characteristics of the suspension ("SPD Technology")
unless an agreement between LICENSOR and LICENSEE
permitting it to do so is in full force and effect and the royalties, if
any, provided in such agreement are being paid to LICENSOR on
such products.  The foregoing restriction shall not apply to
products (i) which do not directly or indirectly incorporate SPD
Technology, such as, but not limited to, liquid crystal devices, or
electrochromic devices, or (ii) which incorporate technology
involving suspended particles, which when subjected to a suitable
electric or magnetic field, orient to produce a change in the optical
characteristics of the suspension but which is independently
developed and which is not in any way directly or indirectly
derived from any Technical Information of LICENSOR or its
licensees, sublicensees, or any of their affiliates. LICENSEE shall
have the burden of proving by clear and convincing evidence that
the availability of any exception of confidentiality exists or that
the foregoing restrictions do not apply to a particular product.
Nothing contained in this section, however, shall be construed as
granting LICENSEE any rights or licenses with respect to any
Technical Information or patents of LICENSOR or its other
licensees or their sublicensees.

     (b) LICENSEE will have the right provide materials to, and
to disclose information, to a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided that
prior to disclosing any information to said subcontractor, said
subcontractor has signed a secrecy agreement with LICENSEE at
least as protective of LICENSOR's Technical Information as the
provisions of this Agreement, including, without limitation, said
subcontractor's specific agreement to be bound by the provisions
of Section 12.1 hereof to the same extent as LICENSEE.  For such
purposes, LICENSEE may develop a standard form of secrecy
agreement for LICENSOR's approval, after which LICENSEE
may use such secrecy agreement with all subcontractors without
LICENSOR's prior approval of the secrecy agreement being
necessary. LICENSEE shall have all subcontractors sign said
secrecy agreement prior to the disclosure of  Technical
Information to said subcontractor, and LICENSEE shall send
LICENSOR a copy of every such secrecy agreement within thirty
(30) days after the execution thereof.

13   WARRANTIES AND REPRESENTATIONS.

     13.1  Reciprocal Representations.  Each party represents and
warrants to the other that:

     13.1.1  Valid Agreement.  The execution and delivery of this
Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action by LICENSOR
and LICENSEE and this Agreement is a valid and binding
obligation enforceable against the parties in accordance with its
terms, except to the extent limited by bankruptcy, insolvency,
moratorium and other laws of general application relating to
general equitable principles;

     13.1.2  No Conflicts.  Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any
other entity; and

     13.1.3  Publicity. The parties shall have the right to use non-
confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical
assistance, investor relations, disclosure and public relations
purposes, and that information permitted to be disclosed by a party
under this Section 13.1.3 may appear on such party's (or its
subsidiaries' or sublicensees') Internet web site, along with links
to the Internet web sites, and specific pages therefrom, of the other
party and its subsidiaries and sublicensees.

     13.2  LICENSOR Representations.  LICENSOR represents
and warrants, for the benefit of LICENSEE, that:

     13.2.1  Title.  As of the date hereof, LICENSOR represents
and warrants that it has the right to convey the rights and licenses
granted by this Agreement, and otherwise to perform its
obligations under this Agreement. LICENSOR has caused its
employees who are employed to do research, development, or
other inventive work to disclose to it any invention or information
within the scope of this Agreement and to assign to it rights in
such inventions and information in order that LICENSEE shall
receive, by virtue of this Agreement, the licenses granted to it
under Section 2.1 hereof.

     13.2.2  Infringement.  As of the date hereof, LICENSOR is
not aware of any claim for patent infringement or the
misappropriation of trade secrets, being asserted against it by any
third party; or of any infringement of the patents listed on
Schedule A hereto by any entity.

     13.2.3 Patents in Force.  To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.

     13.3 No Warranty.  LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or otherwise
commercialize Licensed Products, or (b) as to the validity of any
patent.

14    MISCELLANEOUS.

     14.1  Applicable Law.  This Agreement shall be interpreted,
construed, governed and enforced in accordance with and
governed by the laws of the State of New York, and LICENSOR
and LICENSEE hereby submit to the exclusive jurisdiction of the
state or federal courts located in the County of Nassau and State of
New York for such purposes.

     14.2  Confidentiality In Court Proceeding.  In order to protect
and preserve the confidential information of a party which the
parties recognize may be exchanged pursuant to the provisions of
this Agreement, the disclosing party may request, and the
receiving party shall not oppose, the court in any action relating to
this Agreement to enter a protective order to protect information
which is confidential information under Section 12.1 and to seal
the record in the action or to hold the proceedings, or portion of
the proceedings, in camera; provided, that the requested terms do
not prejudice the receiving party's interests.  Nothing, however,
shall preclude either party from thereafter moving to unseal its
own records or to have matter and information designated as
confidential under any relevant protective order designated
otherwise in accordance with the circumstances as they shall
appear at that time.

     14.3  Severability.  If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible consistent
with the intentions underlying the original provision.  If the
remainder of this Agreement is not materially affected by such
declaration or finding and is capable of substantial performance,
then the remainder shall be enforced to the extent permitted by
law.

     14.4  Waiver.  Unless agreed to by the parties in writing to the
contrary, the failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the
provisions of this Agreement, or to exercise any right contained in
this Agreement or provided by law, shall not constitute or be
construed as a waiver or relinquishment of the performance of
such provision or right or the right subsequently to demand such
strict performance or exercise of such right, and the rights and
obligations of the parties shall continue unchanged and remain in
full force and effect.

     14.5  Captions.  The captions and headings in this Agreement
are inserted for convenience and reference only and in no way
define or limit the scope or content of this Agreement and shall not
affect the interpretation of its provisions.

     14.6  Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns.  However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written consent
of LICENSOR except to a successor to substantially all of its
business relating to Light Valves and whose obligations hereunder
are guaranteed to LICENSOR by LICENSEE.  LICENSOR may
assign all of its rights and obligations hereunder to any successor
to any of its business interests or to any company controlling or
controlled by LICENSOR. All assignees shall expressly assume in
writing the performance of all the terms and conditions of this
Agreement to be performed by the assigning party, and an
originally signed instrument of such assumption and assignment
shall be delivered to the non-assigning party within 30 days of the
execution of such instrument.

     14.7  Schedules.  All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth fully
in this Agreement.

     14.8  Entire Agreement.  This Agreement constitutes the
entire understanding and agreement between LICENSOR and
LICENSEE with respect to the subject matter hereof, supersedes
all prior agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference to
this Agreement and which is executed in writing by the parties;
provided, however, that either party may unilaterally waive in
writing any provision imposing an obligation on the other.

     14.9  Notices.  Any notice required or permitted to be given
or made in this Agreement shall be in writing and shall be deemed
given on the earliest of (i) actual receipt, irrespective of method of
delivery, (ii) on the delivery day following dispatch if sent by
express mail (or similar next day courier service), or (iii) on the
sixth day after mailing by registered or certified air mail, return
receipt requested, postage prepaid and addressed as follows:

LICENSOR:      Robert L. Saxe, President
               Research Frontiers Incorporated
               240 Crossways Park Drive
               Woodbury, New York 11797-2033 USA
                                             Facsimile:     (516) 364-3798
                                             Telephone:     (516) 364-1902

LICENSEE:      James P. Lang, President
               InspecTech Aero Service, Inc.
               3475 SW 9th Avenue
               Fort Lauderdale, Florida 33315 USA
               Facsimile:     (954) 359-6765
                                             Telephone:     (954) 359-6766

or to such substitute addresses and persons as a party may
designate to the other from time to time by written notice in
accordance with this provision.

     14.10 Bankruptcy Code.  In the event that either party should
file a petition under the federal bankruptcy laws, or that an
involuntary petition shall be filed against such party, the parties
intend that the non-filing party shall be protected in the continued
enjoyment of its rights hereunder to the maximum feasible extent
including, without limitation, if it so elects, the protection
conferred upon licensees under section 365(n) of Title 17 of the
U.S. Code.  Each party agrees that it will give the other party
immediate notice of the filing of any voluntary or involuntary
petition under the federal bankruptcy laws.

     14.11  Construction.  This Agreement and the exhibits hereto
have been drafted jointly by the parties and in the event of any
ambiguities in the language hereof, there shall no be inference
drawn in favor or against either party.

     14.12  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.

     14.13 Status of the Parties.  The status of the parties under
this Agreement shall be solely that of independent contractors. No
party shall have the right to enter into any agreements on behalf of
the other party nor shall it represent to any person that it has such
right or authority.

     The parties, through their duly authorized representatives, and
intending to be legally bound, have executed this Agreement, as of
the date and year first above written, whereupon it became
effective in accordance with its terms.

RESEARCH FRONTIERS INCORPORATED


By:_____________________________________________
                               Robert L. Saxe, President
                               Date: March 21, 2001

INSPECTECH AERO SERVICE, INC.


By:___________________________________________
                               James P. Lang, President
                               Date: March __, 2001

                           Schedule A
                     (As of March 21, 2001)

                LIST OF UNITED STATES, INTERNATIONAL AND
                FOREIGN PATENTS AND PATENT APPLICATIONS

                                                       Date    Expiration
Patents in the United States                           Issued  Date


4,407,565                Robert L. Saxe
               "Light Valve Suspension Containing
                   Fluorocarbon Liquid"                10/04/83  1/16/01


4,422,963                Robert I. Thompson et al
               "Improved Light Polarizing Materials
                  and Suspension Thereof"              12/27/83
12/27/00


4,772,103                Robert L. Saxe
               "Light Valve Containing an Improved
                   Suspension, and Liquids Therefor"   9/20/88   8/8/06


4,877,313                Robert L. Saxe et al
               "Light Polarizing Materials and
                   Suspensions Thereof"                10/31/89  2/10/09


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91  10/27/09


5,093,041                Joseph A. Check, III et al
               "Light-Polarizing Material Based on
                   Ethylene-diamine Polyacetic Acid
                   Derivatives"                        3/03/92   7/30/10


5,111,331                Paul Rosenberg
               "Electro-Optical Light Modulator"       5/05/92    7/5/09


5,130,057                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                7/14/92
10/31/06



                         Schedule A (Continued)

                                                       Date    Expiration
Patents in the United States                           Issued  Date

5,279,773                Robert L. Saxe
               "Light Valve Incorporating A Suspension
                    Stabilized With A Block Polymer"   1/18/94   3/23/12


5,325,220                Robert L. Saxe
               "Light Valve With Low Emissivity
                    Coating As Electrode"                 6/28/94    3/9/13


5,463,491                Joseph A. Check III
               "Light Valve Employing a Film Comprising
                 An Encapsulated Liquid Suspension And
                  Method of Making Such Film"           10/31/95      11/6/12


5,463,492                Joseph A. Check III
               "Light Modulating Film of Improved
                   Clarity For A Light Valve"           10/31/95  11/6/12


5,461,506                Joseph A. Check III et al
               "Light Valve Suspensions Containing A
                 Trimellitate Or Trimesate And Light
                   Valves Containing The Same"           10/24/95  5/11/13


5,467,217                Joseph A. Check III et al
               "Light Valve Suspensions and Films
                 Containing UV Absorbers and Light
                   Valves Containing The Same"           11/14/95  5/11/13


5,516,463                Joseph A. Check III et al
               "Method of Making Light
                    Polarizing Particles"              05/14/96  07/08/14


5,650,872                Robert L. Saxe et al
               "Light Valve Containing
                    Ultrafine Particles"               07/22/97  07/22/14

5,728,251                Joseph A.  Check, III
               "Light Modulating Film of Improved
                  UV Stability For a Light Valve"       03/17/98  09/27/15

                          Schedule A (Continued)

                                                       Date    Expiration
Patents in the United States                           Issued  Date


                    6,114,405           Huifang Zhuang et al
               "Ultraviolet Radiation-Curable
               Light-Modulating Film for a Light
               Valve, and Method of Making Same"  09/05/00
10/09/17


                    6,156,239           Robert L. Saxe et al
               "Light Polarizing Material, Liquid
               Suspensions and Films Thereof, and Light
                    Valve Incorporating Same"               12/05/00 2/26/19



                   PENDING UNITED STATES APPLICATIONS

Serial Number                                               Filing Date

[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

In addition to the p|atents and patent applications listed above, Research
Frontiers Incorporated has purchased from Glaverbel, SA a number of
patents and patent applications which are in the process of being
assigned to Research Frontiers Incorporated.  This Schedule A will be
amended in the future to include such patents and patent applications
when such assignments are complete and a final list is made available to
Research Frontiers Incorporated.

*-indicates a patent

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-19.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>
  [EXHIBIT 10.19- Certain portions of this document have been
  omitted in the publicly filed version of this document  pursuant
to  the Registrant's request for confidential treatment and filed
  separately with the Securities and Exchange Commission.]

                   SPD FILM LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
              FILM TECHNOLOGIES INTERNATIONAL, INC.

     This License Agreement ("Agreement") effective as of March
28, 2001 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
FILM TECHNOLOGIES INTERNATIONAL, INC., a Florida
corporation (hereinafter called "LICENSEE").  The "Effective
Date" of this Agreement shall be the date which is the last date of
formal execution of this Agreement by duly authorized
representatives of the parties to this Agreement as indicated on the
signature page of this Agreement.

                             RECITALS

 WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves, and Light Valve Film (both as hereinafter defined)
and of methods and apparatus relating to products incorporating
such concepts (which products, although not currently in
commercial use, can include, without limitation thereto, windows
for buildings and vehicles, sunvisors, sunroofs, flat panel displays,
eyewear and rear-view mirrors); and is possessed of and can convey
information and know-how for such products and rights to
manufacture, use and sell such products; and

 WHEREAS, LICENSEE is interested in buying SPD Emulsion
from other licensed  suppliers of LICENSOR and manufacturing
and selling Light Valve Film (as hereinafter defined); and

 WHEREAS, LICENSEE desires to acquire from LICENSOR,
and LICENSOR desires to grant to LICENSEE, certain rights and
licenses with respect to such technology of LICENSOR;

 NOW, THEREFORE, in consideration of the promises and the
mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1     DEFINITIONS.

        The following terms when used herein shall have the
respective meanings set forth in this Article 1.

"Authorized User" means LICENSOR and/or any other person or
entity listed by LICENSOR on Schedule B hereof who has been
granted permission by LICENSOR to receive Light Valve Film
from LICENSEE under this Agreement.  LICENSEE agrees that
LICENSOR in its sole judgment may amend Schedule B hereof at
any time during the term of this Agreement for any reason by
sending LICENSEE a written notice of such amendment and
specifying the reason for such change.  The persons or entities now
or hereafter listed on Schedule B may not include all of
LICENSOR's current licensees and may include prospective
licensees of LICENSOR, and for legal or practical reasons,
LICENSOR may restrict whether or not Light Valve Film may be
sold, leased or transferred to such person or entity, and/or the
application that such Light Valve Film may be used for by the
recipient.  LICENSEE agrees that it and its permitted sublicensees
hereunder shall cease all sales, leases, or other dispositions of Light
Valve Film to any person or entity whose name is deleted from
Schedule B by LICENSOR, unless and until LICENSOR consents
in writing to the resumption of such sales, leases or other
dispositions (a) immediately upon receipt of any written notice
from LICENSOR that any person or entity is no longer included on
Schedule B, or (b) if either LICENSEE or its permitted sublicensees
becomes aware that any such person or entity listed on Schedule B
or otherwise receiving Light Valve Film is making any improper
use of Light Valve Film, in which case LICENSEE shall promptly
notify LICENSOR of such improper use.

"Licensed Territory " means all countries of the world.

"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted through
and/or reflected from the cell; means incorporated in or on the cell,
or separate therefrom for applying an electric or magnetic field to
the activatable material within the cell; and coatings, (including, but
not limited to, electrodes), spacers, seals, electrical and/or
electronic components, and other elements incorporated in or on the
cell.  The activatable material, which the cell contains or is adapted
to contain, includes in it solid suspended particles, which when
subjected to a suitable electric or magnetic field, orient to produce
a change in the optical characteristics of the device, and may be
either in the form of a liquid suspension, gel, film or other material.

"Light Valve Film" means a film or sheet or more than one thereof
comprising a suspension of particles used or intended for use solely
in or as a Light Valve.  The Light Valve Film shall comprise either
(a) a suspension of particles dispersed throughout a continuous
liquid phase enclosed within one or more rigid or flexible solid
films or sheets, or (b) a discontinuous phase of a liquid comprising
dispersed particles, said discontinuous phase being dispersed
throughout a continuous phase of a rigid or flexible solid film or
sheet.  The Light Valve Film may also comprise one or more other
layers such as, without limitation, a film, coating or sheet or
combination thereof, which may provide the Light Valve Film with
(1) scratch resistance, (2) protection from ultraviolet radiation, (3)
reflection of infrared energy, and/or (4) electrical conductivity for
transmitting an applied electric or magnetic field to the activatable
material.

"SPD Emulsion" means any component or components used or
usable in or used or usable to make  a Light Valve Film, including,
but not limited to, particles, particle precursors, coatings, polymers,
liquid suspensions and suspending liquids, or any combination
thereof.

"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including (by
way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and
maintenance manuals, test and other technical reports and the like
owned or controlled by LICENSOR, to the extent they exist, that
relate to the suspensions used or usable for SPD Emulsion or Light
Valve Film and that consist of concepts invented or developed by
LICENSOR and which are deemed significant by LICENSOR.
Know-how of LICENSOR's suppliers and of LICENSOR's other
licensees and their sublicensees under licenses from LICENSOR
shall not be considered Technical Information owned or controlled
by LICENSOR.

2     GRANT OF LICENSE.

 2.1  License.  During the term of this Agreement, LICENSOR
hereby grants LICENSEE a non-exclusive right and license to use
(a) all of the Technical Information, if any, (subject to Section 8.1
hereof),  furnished by LICENSOR pursuant to this Agreement, and
(b) any invention claimed in (i) any of the unexpired patents now
or hereafter listed on Schedule A attached hereto or (ii) unexpired
patents which issue from pending patent applications now or
hereafter listed in Schedule A, and any continuations,
continuations-in-part, divisions, reissues, reexaminations, or
extensions thereof to make, and to lease, sell, or otherwise dispose
of Light Valve Film manufactured by LICENSEE pursuant to this
Agreement solely to an Authorized User in the Authorized User's
permitted territory and for the applications specified and purpose
permitted on Schedule B hereof.  The license granted pursuant to
this Section 2.1 shall be royalty-free to LICENSEE and its
permitted sublicensees hereunder.  By virtue of the disclosure of
Technical Information and training provided by LICENSOR under
this Agreement, all Light Valve Film sold, leased or otherwise
disposed of by or for LICENSEE hereunder shall be deemed to
have been manufactured at least in part using the Technical
Information provided by LICENSOR. The foregoing license is only
a license with respect to Light Valve Film and nothing contained in
this Agreement shall permit LICENSEE to make, sell, use or
otherwise dispose of SPD Emulsion or other Light Valve products.

 2.2   No Other Rights.  LICENSEE agrees that, except for the
specific licenses granted to it under Section 2.1 hereof, LICENSEE
has not acquired any rights or licenses under this Agreement to use
Light Valve Film or any components thereof made by or for
LICENSEE pursuant to this Agreement except for the purposes of
research and development pursuant to Section 4.1 hereof and as
specifically licensed in Section 2.1 hereof.

 2.3  Sublicenses.  LICENSEE shall have the right to grant non-
exclusive sublicenses to any wholly-owned and controlled
subsidiary of LICENSEE, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and which acknowledges
to LICENSOR in writing that it wishes to become a sublicensee
hereunder prior to doing so and agrees to be bound by the terms and
conditions of this Agreement. All sublicenses shall (i) be non-
exclusive, (ii) shall terminate with the termination of the rights and
licenses granted to LICENSEE under Section 2.1 hereof, and be
otherwise limited in accordance with the limitations and restrictions
which are imposed on the rights and licenses granted to LICENSEE
hereunder, (iii) contain confidentiality provisions no less protective
than those contained in Section 12.1 hereof, and (iv) shall contain
such other terms, conditions, and licenses as are necessary to enable
LICENSEE to fulfill its obligations hereunder. LICENSEE shall
send LICENSOR a copy of every sublicense agreement or other
agreement entered into by LICENSEE in connection with a
sublicense hereunder within thirty (30) days of the execution
thereof. LICENSOR may terminate any such sublicense if there is
any change in the ownership or control of a sublicensee.

3     REPORTS AND RECORD-KEEPING.

 3.1  Reports.  Within 45 days after the end of each fiscal
quarter, LICENSEE shall send to LICENSOR a quarterly report
setting forth in reasonable detail the quantity of Light Valve Film
manufactured each quarter and the amount of Light Valve Film
sold, leased, disposed of, or delivered by or for LICENSEE and its
sublicensees during such quarter to Authorized Users and samples
provided to third parties, with the amounts sold or otherwise
provided to each Authorized User, including sample recipients, and
their identity clearly broken down. The first report submitted under
this Agreement shall cover the period from the Effective Date of the
Agreement to the end of the first quarter in which Light Valve Film
are produced hereunder.  LICENSEE shall also furnish to
LICENSOR at the same time it becomes available to any third
party, a copy of each brochure, standard price list, advertisement or
other marketing and promotional materials prepared, published or
distributed by LICENSEE or its sublicensees relating to Light
Valve Film.

 3.2  Recordkeeping.  LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of
submission of each report supported thereby, true and accurate
records, files, data and books of accounts that relate to the
manufacture, sale or other disposition of  Light Valve Film,
reasonably required for the full computation and verification of the
information to be given in the statements herein provided for.
LICENSOR and LICENSEE agree that an independent certified
public accounting firm (selected by LICENSOR from the largest
ten certified public accounting firms in the United States of
America) may audit such records, files and books of accounts to
determine the accuracy of the statements given by LICENSEE
pursuant to Section 3.1 hereof.  Such an audit shall be made upon
reasonable advance notice to LICENSEE and during usual business
hours.  The cost of the audit shall be borne by LICENSOR,  unless
the audit shall disclose a material breach by LICENSEE of any
term of this Agreement, or an inaccuracy greater than 2% in any
report provided to LICENSOR by LICENSEE, during the audited
period, in which case LICENSEE shall bear the full cost of such
audit.  The results of the audit shall be kept confidential pursuant to
the provisions of Section 12.1 except to the extent required by a
party hereto to enforce its rights hereunder, or which is otherwise
required to be disclosed by law or under generally accepted
accounting principles.

4     OBLIGATIONS OF LICENSOR AND LICENSEE.

 4.1  Development of Light Valve Film. LICENSOR and
LICENSEE may cooperate to develop initial specifications for
Light Valve Film.  LICENSEE shall then use its reasonable efforts
to produce Light Valve Film meeting such specifications for the
evaluation and use of LICENSOR and licensees and prospective
licensees of LICENSOR, and for use by LICENSEE but only for
internal research and development. After consultation with
LICENSEE, LICENSOR may at any time propose additional size
or other specifications of the Light Valve Film to be produced
under this Agreement with the disclosure of additional Technical
Information to LICENSEE with respect to such size or other
specifications of Light Valve Film. LICENSEE may use all
commercially reasonable efforts throughout the term of this
Agreement to improve the quality of Light Valve Film.  However,
LICENSEE shall be solely responsible for determining the
specifications for all Light Valve Film, and for any improvements
therein.

 4.2  LICENSOR Purchases.  If LICENSEE is able to develop
and manufacture Light Valve Film suitable for use by Authorized
Users, upon request of LICENSOR and with reasonable prior
notice, LICENSEE shall sell and deliver to LICENSOR, Light
Valve Film or components thereof at LICENSEE's prevailing
market prices and in quantities mutually agreed upon by
LICENSOR and LICENSEE.  LICENSEE acknowledges that
LICENSOR and its present and/or future licensees (or entities who
have been granted the option of entering into license agreements
with LICENSOR) may independently manufacture (or have third
parties manufacture for them) and sell Light Valve Film under the
terms of agreements between them and LICENSOR, or may
independently manufacture and sell Light Valve Film which
LICENSOR produces, or has produced on its behalf.  Nothing
contained in this Agreement shall impose any obligation on
LICENSOR or any other parties to purchase any Light Valve Film
from LICENSEE.  Notwithstanding anything contained herein to
the contrary, during the term of this Agreement LICENSOR may
provide Light Valve Film obtained by LICENSOR pursuant to this
Section 4.2 to third parties so long as LICENSOR does not receive
from the recipient for the provision of such Light Valve Film any
monetary payment in excess of LICENSOR's purchase price plus
shipping, administrative, overhead and related costs to such
recipient.

 4.3 Compliance.  LICENSEE agrees that, without limitation,
any manufacture, sale, lease, use or other disposition of Light Valve
Film that is not in strict accordance with (1) the provisions of this
Agreement, (2) restrictions on the type of product, or the territory
in which such product may be, made, used, sold or otherwise
disposed of by or for an Authorized User, or other provisions or
restrictions, which are contained in any other agreement in force
between LICENSOR and an Authorized User which is  known to
LICENSEE which relates to Light Valves or Light Valve Film, or
(3) with the provisions of any other agreement then in force to
which LICENSEE is a party and which relates to Light Valves or
Light Valve Film, shall be deemed a material breach of this
Agreement.

 4.4  End Users.  LICENSEE agrees to require all direct
recipients of Light Valve Film to whom Light Valve Film is sold,
leased, or otherwise disposed of by LICENSEE or its sublicensees,
to look only to LICENSEE and not to LICENSOR or its affiliates
for any claims, warranties, or liability relating to such Light Valve
Film.  LICENSEE agrees to take all steps to reasonably assure itself
that Light Valve Film sold, leased or otherwise disposed of by or
for LICENSEE is being used for permitted application and territory
only.  If a party which is not then listed on Schedule B hereto
wishes to obtain samples of Light Valve Film or to purchase Light
Valve Film from LICENSEE, LICENSEE shall notify LICENSOR
and shall refer such party to LICENSOR.  If such party enters into
a suitable agreement with LICENSOR, LICENSOR shall inform
LICENSEE whether such party may then obtain samples or
purchase Light Valve Film from LICENSEE.

 4.5 Laws and Regulations.  LICENSEE agrees that it shall be
solely responsible for complying with all laws and regulations
affecting the manufacture, use and sale or other disposition of SPD
Light Valve Film by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies and
other entities.  LICENSEE agrees to maintain a file of all such
approvals and to send LICENSOR a copy of all such approvals
(including English translations thereof in the case of approvals
required by any foreign country) within 10 business days of any
written request for such copies by LICENSOR.  LICENSEE
represents and warrants to LICENSOR that no approval from any
governmental agency or ministry, or from any third party, is
required to effectuate the terms of this Agreement or the
transactions contemplated hereby.

 4.6  Purchase of Components from Others.   By virtue of the
disclosure of Technical Information, other information, and
training, if any, provided from time to time by LICENSOR to
LICENSEE and to its other licensees, and each of their sublicensees
and affiliates, any component of a Light Valve, including, without
limitation, materials, suspensions, films, polymers, coatings,
particle precursors, and particles, SPD Emulsion (each, a
"Component"), which LICENSEE or its sublicensees makes, has
made for it, or purchases from any third party for use in Light
Valve Film shall be deemed to have been manufactured at least in
part using the Technical Information provided by LICENSOR if
LICENSEE or any supplier of a Component to LICENSEE has had
access to Technical Information of any kind of LICENSOR or its
licensees and their sublicensees, consultants, subcontractors, agents
or representatives.  LICENSEE and its sublicensees each hereby
agrees that (i) all Components shall be used only in strict
accordance with the provisions of this Agreement, and that such
Components may not be used for any other purpose or resold by
LICENSEE or its sublicensees except as specifically permitted by
the license granted in Section 2.1 hereof, and (ii) LICENSEE and
its sublicensees will only look to the manufacturer or supplier of
such Component or other item used by LICENSEE or its
sublicensees and not to LICENSOR or its affiliates for any claims,
warranties, or liability relating to such Component or other item.
LICENSEE acknowledges that LICENSOR has not made any
representations or warranties regarding the availability of any
Component, or the price thereof, and that in all respects LICENSEE
shall deal directly with the suppliers of such Components and will
obtain from them information regarding availability, pricing, and/or
other terms relating to such Components.

 4.7 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any material, Component,
or information provided hereunder, and LICENSEE expressly
acknowledges and agrees that any such material, Component or
information provided by LICENSOR hereunder is provided "AS
IS" and that LICENSOR makes no warranty with respect thereto
and  DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, WITH RESPECT THERETO, ITS
USE OR ANY INABILITY TO USE IT, OR THE RESULTS OF
ITS USE. Except for any breach of the terms of this Agreement, in
no event shall any party to this Agreement be liable for any
damages, whether in contract or tort (including negligence),
including but not limited to direct, consequential, special,
exemplary, incidental and indirect damages, arising out of or in
connection with this Agreement or the use, the results of use, or the
inability to use any material, Component or information provided
hereunder.

 4.8 Analysis.  LICENSEE represents and agrees that it will
only incorporate Components received from authorized suppliers
into Light Valve Film and  for no other purpose, and that
LICENSEE will not directly or indirectly attempt to reverse-
engineer any material provided to it hereunder by LICENSEE or
any supplier of any Component.

 4.9  Personnel. LICENSEE agrees to assign personnel from its
technical staff  who shall work on the development of SPD
Emulsion and Light Valve Film during the term of this Agreement.

 4.10  No other obligations.  LICENSEE and LICENSOR have
no other obligations to each other except as expressly provided in
this Agreement.

5     TRADEMARKS.

 5.1  Trademarks.  All trademarks or service marks that either
party may adopt and use for SPD Emulsion, Light Valve Film, or
other products incorporating Light Valves are and shall remain the
exclusive property of the adopting party, and the other party shall
not obtain any rights and license to such marks under this
Agreement, but may inform others that the adopting party has
licensed or produced Light Valve Film, or products incorporating
Light Valves under such mark or marks, and may use the adopting
party's logo in connection therewith.  LICENSOR may require
LICENSEE or its permitted sublicensees to indicate on packaging
that such product is licensed from Research Frontiers Incorporated
or to otherwise include language and/or designations approved by
LICENSOR indicating an affiliation with Research Frontiers
Incorporated.

6     INSURANCE AND INDEMNIFICATION.

 6.1  Insurance.  LICENSEE shall maintain at all times ample
product liability and other liability insurance covering its operations
relating to the subject matter of this Agreement.

 6.2  Indemnification.  LICENSEE, and its affiliates, successors
and assigns and sublicensees (each, an "Indemnifying Party"), each
hereby indemnify and agree to hold harmless LICENSOR and its
shareholders, officers, directors, agents and employees (each, an
"Indemnified Party"), against any liability, damage, loss, fine,
penalty, claim, cost or expense (including reasonable costs of
investigation and settlement and attorneys', accountants' and other
experts' fees and expenses) arising out of any action or inaction by
any Indemnifying Party relating to this Agreement including an
Indemnifying Party's manufacture, sale, use, lease or other
disposition of Light Valve Film,  and related materials (other than
sales by LICENSEE to LICENSOR pursuant to Section 4.2 hereof),
or other use of the information and rights granted hereunder. Any
knowledge of LICENSEE's or its sublicensee's activities by
LICENSOR or its representatives shall in no way impose any
liability on LICENSOR or reduce the responsibilities of
LICENSEE hereunder or relieve it from any of its obligations and
warranties under this Agreement.

7     FUTURE PATENTS.

 7.1  Future Patents.  Each party, at its cost, shall have the right
to file patent applications in the United States and in foreign
countries covering any invention made by such party.

 7.2  Improvements and Modifications. (a) If during the term of
this Agreement, LICENSOR makes any improvements or
modifications which are invented or developed by or on behalf of
LICENSOR after the Effective Date of this Agreement and on or
before December 31, 2001, and which relate in any way to or are
useful in the design, operation, manufacture and assembly of Light
Valve Film, such improvements and modifications shall from time
to time be disclosed to LICENSEE and be automatically included,
on a non-exclusive basis, in the rights and licenses granted pursuant
to Section 2.1 hereof, and any patents and/or patent applications
relating thereto shall automatically be added to Schedule A hereof.

 (b) Any future improvements or modifications invented or
developed by or on behalf of LICENSEE, LICENSEE's
sublicensees and LICENSOR (other than as specifically described
in Sections 7.2(a)) after the Effective Date of this Agreement, if
any, which relate in any way to or are useful in the design,
operation, manufacture and assembly of SPD Emulsion, Light
Valve Film and/or to the suspensions or other components used or
usable in SPD Emulsion and/or Light Valve Film shall not be
included in this Agreement. Upon written request by the non-
inventing party, LICENSOR and LICENSEE shall negotiate with
each other regarding the grant of nonexclusive rights and licenses
to use such improvements and modifications, but neither party shall
be obligated to grant such rights and licenses to one another.

 (c)  During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any obligation
to reveal details which would be confidential information), at least
as frequently as once a year in January of each calendar year, if any
significant improvements or modifications (other than as
specifically described in Section 7.2(a)) have been made relating to
the subject matter of this Agreement, and as to the general nature
of any such improvements and modifications.

 (d) Notwithstanding the foregoing, LICENSOR may, but shall
not be required to, voluntarily and without additional cost to
LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE rights
in such certain future improvements and modifications, and  any
information so disclosed will be considered Technical Information
which LICENSEE shall be obligated to keep confidential pursuant
to Section 12.1 of this Agreement.  In connection therewith,
LICENSOR, may voluntarily add patents and/or patent applications
to Schedule A hereof.  No disclosure of any information by
LICENSOR shall in any way establish a course of dealing or
otherwise require LICENSOR to make any future disclosure of
information under this Agreement.

 7.3  Foreign Patent Applications.  During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country. If
so designated and if legally possible to do so, LICENSOR agrees
to promptly file, prosecute and maintain such applications and
resulting patents, and LICENSEE shall pay to LICENSOR the
complete cost, including reasonable attorney's fees, to file,
prosecute and maintain any such patent application and resulting
patents specifically so designated by LICENSEE.

8     TECHNOLOGY TRANSFER.

 8.1.  Documentation. Within thirty calendar days after the
Effective Date of this Agreement, LICENSOR shall furnish
LICENSEE with all Technical Information owned or controlled by
LICENSOR, which is reasonably necessary or desirable in order for
LICENSEE to manufacture Light Valve Film.  Such Technical
Information, which relates to experimental products, shall include,
without limitation thereto (1) a document entitled Handbook of
Technical Information Relating to Variable Density Optical
Devices Incorporating an Activatable Material which contains
confidential and proprietary information of LICENSOR relating to
the materials, specifications, formulation, manufacturing method
and manufacturing equipment relating to Light Valve Film and (2)
photocopies of all U.S. Patents and patent applications relating to
Light Valve Film owned or controlled by LICENSOR as of the
Effective Date of this Agreement. LICENSOR shall not be
obligated hereunder to furnish copies of LICENSOR's foreign
patents and patent applications, but will furnish a list thereof in
Schedule A hereto.

 8.2   Training.  LICENSEE's technically skilled personnel
designated by LICENSEE (with travel and living expenses paid by
LICENSEE) shall make one or more visits for training relating to
the manufacture of Light Valve Film, and to inspect LICENSOR's
research and development facilities relating to Light Valve Film.
The visits of employees of LICENSEE to LICENSOR's facility
shall be carried out within the six-month period commencing with
the Effective Date of this Agreement, and shall not exceed 200
man-hours during such period. To assist LICENSEE's employees
while they are at LICENSOR's facility, LICENSOR's technical
staff shall provide up to 200 man-hours assistance during such
period at no cost to LICENSEE.  Additionally, there shall be no
cost to LICENSEE for materials used for training during the initial
training at LICENSOR's facility.

 8.3 Materials and Additional Training.  Upon request by
LICENSEE during the term of this Agreement, and when mutually
convenient to LICENSOR and LICENSEE, LICENSOR shall
supply LICENSEE with additional training in LICENSOR's or
LICENSEE's facility and with small quantities of materials related
to SPD Emulsion for experimental use only by LICENSEE, and
shall charge LICENSEE $750 per man/day plus the cost of any
other materials used in providing such training or making such
materials, plus the cost of shipping such materials to LICENSEE.
The respective number of engineers for dispatch and the duration
of their stay shall be agreed to by LICENSOR and LICENSEE
separately from time to time.  All expenses to be incurred in
connection with the dispatch of LICENSOR's engineers under this
Section 8.3 including the traveling and living expenses of such
engineers of LICENSOR shall be borne and paid by LICENSEE.
Each invoice submitted by LICENSOR for such service shall
include detailed explanations of the charges, and, if requested by
LICENSEE, copies of receipts.  The parties acknowledge that
LICENSOR has no obligation to transfer to LICENSEE any
Technical Information other than as may be embodied in such
sample materials, and that, other than sample materials, if any, that
may be supplied by LICENSOR as aforesaid, LICENSEE will be
acquiring materials from authorized suppliers other than
LICENSOR.

 8.4 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry by
telephone, facsimile or mail to one another in regard to any
information or data furnished by LICENSOR to LICENSEE
pursuant to this Agreement.

 8.5 Visits.  During all visits by either party to the facilities of
the other party, visitors shall comply with all reasonable rules of the
host company, and each party to this Agreement will indemnify and
hold the other party harmless from any liability, claim or loss
whatsoever (i) for any injury to, or, death of, any of its employees
or agents while such persons are present at the facility of the other
party; and (ii) for any damages to its own property or to the
property of any such employee or agent which may occur during
the presence of any such person at the facility of the other party,
regardless of how such damage occurs, if the rules of the host are
followed.

 8.6  Sole Purpose.  Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.

9     INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.

 9.1  Proprietary Rights: Notices.  Each party shall provide
appropriate notices of patents, or other similar notice of the patent
rights of the other party on all products utilizing the patented
inventions of the other party if patent marking is required by law or
to protect a party's intellectual property rights.  Either party may
add its own patent notice to any copy or embodiment which
contains its patented inventions.

 9.2  LICENSOR Exclusive Owner.  LICENSEE hereby
acknowledges LICENSOR as purporting to be the sole and
exclusive owner of the patents and patent applications listed on
Schedule A, and that, except for the rights granted hereunder,
LICENSEE shall not have any rights or attempt to assert any
ownership rights in and to those patents and patent applications.

10    TERM AND TERMINATION.

 10.1  Term.  The term of this Agreement shall extend from the
Effective Date of this Agreement to the date of termination of this
Agreement.  Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon  the
expiration of the later of (A) the last to expire of the patents now or
hereafter listed in Schedule A hereof, and (B) the expiration of the
period in which LICENSEE is obligated to maintain confidential
Technical Information of LICENSOR pursuant to Section 12.1
hereof.

 10.2  Termination by LICENSEE. LICENSEE may terminate
this Agreement effective as of December 31, 2004 or as of any
anniversary thereof by giving LICENSOR prior notice thereof
unless sooner terminated as hereinafter provided.  Such notice shall
be made in writing and shall be given between 60 and 90 days prior
to the effective date for which such termination is to be effective.
If LICENSEE decides to terminate this Agreement for any reason,
LICENSEE shall provide LICENSOR, along with the
aforementioned notice of termination, with a written report
describing the reasons for such termination.  After  the expiration
or termination of this Agreement, LICENSEE shall have no right to
sell, and no obligation to manufacture and deliver, Light Valve
Film to any Authorized User or to any other party.

 10.3  Termination by LICENSOR. LICENSOR may  terminate
this Agreement at any time effective as of December 31, 2004 or as
of any anniversary thereof  upon at least 30 days' notice to
LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one years' notice of any early
termination under this Section 10.3 if LICENSEE is producing and
selling Light Valve Film hereunder.  Notwithstanding the
foregoing, LICENSOR may  terminate this Agreement at any time
upon at least 30 days' notice to LICENSEE if LICENSEE shall
have failed to make any payment when due or at any time breach
any material term of this Agreement and such payment is not made
or such breach is not cured within any applicable cure period
specified in Article 11 of this Agreement, or repeatedly provide
inaccurate reports hereunder, or if there has been a cessation by
LICENSEE of general operations or of work related to Light Valve
Film.

 10.4  Effect of Termination.  If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall cease,
and LICENSEE shall immediately return to LICENSOR all
Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and summaries
thereof; provided, however, that LICENSEE may retain solely for
archival purposes one copy of all such documents in its legal
department files, (2) at LICENSOR's option, LICENSEE shall,
within 30 days of the date of such termination, either (A) sell and
deliver to LICENSOR under the terms specified in Section 4.2 any
Light Valve Film which shall then be in the possession of
LICENSEE, and, if requested by LICENSOR, LICENSEE shall
finish and deliver to LICENSOR any Light Valve Film in the
process of manufacture as soon as possible and, in any case, not
later than 30 days after receiving LICENSOR's request, and/or (B)
with respect to any unsold inventory and work in the process of
manufacture, to complete such work in process and sell any
remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any  Light Valve
Film (and Light Valve Film in the process of manufacture) not sold
under this Section 10.4 and (3) if this Agreement is terminated for
any reason on or before December 31, 2004, LICENSEE hereby
grants to LICENSOR a nonexclusive, royalty-free, irrevocable,
worldwide license with the right to grant sublicenses to others to
utilize all technical information, improvements and/or
modifications  (but only if they are, or become, the subject of
patents or pending patent applications) developed or invented by or
on behalf of LICENSEE and/or its sublicensees, subcontractors, or
agents hereunder through the date of such termination of this
Agreement relating to Light Valves, Light Valve Film or SPD
Emulsion which relate to or arise out of Technical Information
disclosed by LICENSEE to LICENSOR, and upon such
termination, LICENSEE shall provide LICENSOR in reasonable
detail complete information regarding such technical information,
improvements and/or modifications.  The foregoing license shall be
self-effectuating, but LICENSEE agrees upon written notice by
LICENSOR at any time hereafter to deliver to LICENSOR within
30 days of such notice any document or other instrument
reasonably requested by LICENSOR to convey such license rights
to LICENSOR such as, by way of example, confirmations or
instruments of conveyance or assignment.  No termination of this
Agreement by expiration or otherwise shall release LICENSEE or
LICENSOR from any of its continuing obligations hereunder, if
any, or limit, in any way any other remedy one party may have
against the other party.  Notwithstanding the foregoing,
LICENSEE's obligations to LICENSOR under Sections 3.1, 3.2,
4.6, 4.7, 4.8, 6.1, 6.2, 7.2, 8.5, 10.2, 10.4, 12.1, and Articles 13 and
14 shall survive any termination or expiration of this Agreement.

11    EVENTS OF DEFAULT AND REMEDIES.

 11.1  Events of Default.  Each of the following events shall
constitute an "Event of Default" under this Agreement:

 11.1.1    (a) A party's material breach or material failure to
punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented facts
or circumstances, if curable, remain uncured thirty (30) days after
written notice of such misrepresentation is received by the
breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty (30)
days after such misrepresentation or breach at the option of the non-
breaching party; or

 11.1.2    The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's filing
of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its filing;
(c) the appointment of a receiver or trustee for such first party
which has not been rescinded within ninety (90) days of the date of
such appointment; or (d) such first party otherwise becoming
insolvent or otherwise making an assignment for the benefit of
creditors.

 11.2  Default by a Party.  If there occurs an Event of Default
with respect to a party, the other party may:

       (a)  seek damages; and/or

 (b)  seek an injunction or an order for mandatory or specific
performance; and/or

       (c)  terminate this Agreement and the licenses granted to
      LICENSEE hereunder whereupon the non-defaulting
      party shall have no further obligations under this
      Agreement except those which expressly survive
      termination.

12    CONFIDENTIALITY.

 12.1  Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the  later of the Effective Date of this
Agreement or the latest date of its receipt of information disclosed
to LICENSEE by LICENSOR pursuant to this Agreement, such
information shall be held in confidence; provided, however, there
shall be no obligation to treat as confidential information which is
or becomes available to the public other than through a breach of
this obligation, or which was already possessed by LICENSEE in
writing (or otherwise provable to be in the possession of
LICENSEE) prior to the Effective Date of this Agreement  (and
was not received from LICENSOR) or which is shown by
LICENSEE to have been received by it from a third party who had
the legal right to so disclose it without restrictions and without
breach of any agreement with LICENSOR or its licensees. The
burden of proving the availability of any exception of
confidentiality shall be on the LICENSEE. LICENSOR shall affix
an appropriate legend on all written documentation given to
LICENSEE which contains confidential information.    LICENSEE
acknowledges that the list of patent applications contained on
Schedule A shall be deemed to be confidential information. Other
than for the oral information conveyed during the training
conducted pursuant to Sections 8.2 and 8.3 hereof, if any, all of
which shall be deemed to be confidential information, if
confidential information is otherwise conveyed orally by
LICENSOR after training has been completed, LICENSOR shall
specify to LICENSEE at the time such information is being
conveyed (or in a subsequent letter referring to the conversation)
that the information conveyed is confidential.  It is understood and
agreed that, unless otherwise provided in a separate agreement
between LICENSEE and LICENSOR, LICENSEE has no
obligation hereunder to provide LICENSOR with any confidential
or proprietary information, and that LICENSOR shall have no
obligation hereunder to LICENSEE to maintain in confidence or
refrain from commercial or other use of any information which
LICENSOR is or becomes aware of under this Agreement.  The
terms and provisions of this Agreement or any other agreement
between the parties shall not be considered confidential, and the
parties hereto acknowledge that, pursuant to the Securities
Exchange Act of 1934, as amended, and the regulations
promulgated thereunder,  LICENSOR may file copies of this
Agreement with the Securities and Exchange Commission and with
NASDAQ and with any other stock exchange on which
LICENSOR's securities may be listed.  LICENSEE agrees that for
the period of time during which LICENSEE is obligated to keep
Technical Information confidential hereunder, LICENSEE will not
make, use, sell, lease or otherwise dispose of products using or
directly or indirectly derived from confidential information or
sample materials supplied to LICENSEE by LICENSOR or its
licensees, sublicensees, or any of their affiliates relating to Light
Valve Film, SPD Emulsion or Light Valves or which otherwise
comprise suspended particles, which when subjected to a suitable
electric or magnetic field, orient to produce a change in the optical
characteristics of the suspension ("SPD Technology") unless an
agreement between LICENSOR and LICENSEE permitting it to do
so is in full force and effect and the royalties, if any, provided in
such agreement are being paid to LICENSOR on such products.
The foregoing restriction shall not apply to products (i) which do
not directly or indirectly incorporate SPD Technology, such as, but
not limited to, liquid crystal devices, electrochromic devices, or
similar technology, or (ii) which incorporate technology involving
suspended particles, which when subjected to a suitable electric or
magnetic field, orient to produce a change in the optical
characteristics of the suspension but which is independently
developed and which is not in any way directly or indirectly
derived from any Technical Information of LICENSOR or its
licensees, sublicensees, or any of their affiliates. LICENSEE shall
have the burden of proving by clear and convincing evidence that
the availability of any exception of confidentiality exists or that the
foregoing restrictions do not apply to a particular product.  Nothing
contained in this section, however, shall be construed as granting
LICENSEE any rights or licenses with respect to any Technical
Information or patents of LICENSOR or its other licensees or their
sublicensees.

 (b) LICENSEE will have the right to provide materials to, and
to disclose information of LICENSOR to a subcontractor relating
to this Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided that
prior to disclosing any information to said subcontractor, said
subcontractor has signed a secrecy agreement with LICENSEE at
least as protective of LICENSOR's Technical Information as the
provisions of this Agreement, including, without limitation, said
subcontractor's specific agreement to be bound by the provisions of
Section 12.1 hereof to the same extent as LICENSEE.  For such
purposes, LICENSEE may develop a standard form of secrecy
agreement for LICENSOR's approval, after which LICENSEE may
use such secrecy agreement with all subcontractors without
LICENSOR's prior approval of the secrecy agreement being
necessary. LICENSEE shall have all subcontractors sign said
secrecy agreement prior to the disclosure of  Technical Information
to said subcontractor, and LICENSEE shall send LICENSOR a
copy of every such secrecy agreement within thirty (30) days after
the execution thereof.

13    WARRANTIES AND REPRESENTATIONS.

 13.1  Reciprocal Representations.  Each party represents and
warrants to the other that:

 13.1.1  Valid Agreement.  The execution and delivery of this
Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action by LICENSOR
and LICENSEE and this Agreement is a valid and binding
obligation enforceable against the parties in accordance with its
terms, except to the extent limited by bankruptcy, insolvency,
moratorium and other laws of general application relating to general
equitable principles;

 13.1.2 No Conflicts.  Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any other
entity; and

 13.1.3  Publicity. The parties shall have the right to use non-
confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical
assistance, investor relations, disclosure and public relations
purposes, and that information permitted to be disclosed by a party
under this Section 13.1.3 may appear on such party's (or its
subsidiaries'or sublicensees') Internet web site, along with links to
the Internet web sites, and specific pages therefrom, of the other
party and its subsidiaries and sublicensees.

 13.2  LICENSOR Representations.  LICENSOR represents
and warrants, for the benefit of LICENSEE, that:

 13.2.1  Title.  As of the date hereof, LICENSOR represents
and warrants that  it has the right to convey the rights and licenses
granted by this Agreement, and otherwise to perform its obligations
under this Agreement. LICENSOR has caused its employees who
are employed to do research, development, or other inventive work
to disclose to it any invention or information within the scope of
this Agreement and to assign to it rights in such inventions and
information in order that LICENSEE shall receive, by virtue of this
Agreement, the licenses granted to it under Section 2.1 hereof.

 13.2.2  Infringement.  As of the date hereof, LICENSOR is not
aware of any claim for patent infringement or the misappropriation
of trade secrets, being asserted against it by any third party; or of
any infringement of the patents listed on Schedule A hereto by any
entity.

 13.2.3 Patents in Force.  To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.

 13.3 No Warranty.  LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or otherwise
commercialize Light Valve Film, or (b) as to the validity of any
patent.

 13.4 Representation.  LICENSOR hereby represents and
warrants that, as of the Effective Date hereof,  to the best of its
knowledge there have been no claims, actions or proceedings
brought or threatened against it or its licensees alleging that any
SPD Emulsion, Light Valve Film, and Light Valves manufactured
using Technical Information or other technical information
disclosed by LICENSOR constitutes infringement of any patent or
intellectual property right of any third party, nor is LICENSOR
aware of any patent or intellectual property right of any third party
which would be infringed by LICENSEE's manufacture, use or sale
of Light Valve Film if LICENSEE's manufacture, use or sale of
Light Valve Film is done in strict compliance with the terms and
conditions of this Agreement and only uses Technical Information
disclosed by LICENSOR hereunder.

14     MISCELLANEOUS.

 14.1  Applicable Law.  This Agreement shall be interpreted,
construed, governed and enforced in accordance with and governed
by the laws of the State of New York, and LICENSOR and
LICENSEE hereby submit to the exclusive jurisdiction of the state
or federal courts located in the County of Nassau and State of New
York for such purposes.  Should any dispute arise between
LICENSOR and LICENSEE in connection with this Agreement,
LICENSOR and LICENSEE shall first endeavor to settle such
dispute in an amicable manner through mutual consultation.

 14.2  Confidentiality In Court Proceeding.  In order to protect
and preserve the confidential information of a party which the
parties recognize may be exchanged pursuant to the provisions of
this Agreement, the disclosing party may request, and the receiving
party shall not oppose, the court in any action relating to this
Agreement to enter a protective order to protect information which
is confidential information under Section 12.1 and to seal the record
in the action or to hold the proceedings, or portion of the
proceedings, in camera; provided, that the requested terms do not
prejudice the receiving party's interests.  Nothing, however, shall
preclude either party from thereafter moving to unseal its own
records or to have matter and information designated as confidential
under any relevant protective order designated otherwise in
accordance with the circumstances as they shall appear at that time.

 14.3  Severability.  If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible consistent
with the intentions underlying the original provision.  If the
remainder of this Agreement is not materially affected by such
declaration or finding and is capable of substantial performance,
then the remainder shall be enforced to the extent permitted by law.

 14.4  Waiver.  Unless agreed to by the parties in writing to the
contrary, the failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the
provisions of this Agreement, or to exercise any right contained in
this Agreement or provided by law, shall not constitute or be
construed as a waiver or relinquishment of the performance of such
provision or right or the right subsequently to demand such strict
performance or exercise of such right, and the rights and obligations
of the parties shall continue unchanged and remain in full force and
effect.

 14.5  Captions.  The captions and headings in this Agreement
are inserted for convenience and reference only and in no way
define or limit the scope or content of this Agreement and shall not
affect the interpretation of its provisions.

 14.6  Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns.  However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written consent
of LICENSOR except to a successor to substantially all of its
business relating to Light Valves and whose obligations hereunder
are guaranteed to LICENSOR by LICENSEE.  LICENSOR may
assign all of its rights and obligations hereunder to any successor to
any of its business interests or to any company controlling or
controlled by LICENSOR. All assignees shall expressly assume in
writing the performance of all the terms and conditions of this
Agreement to be performed by the assigning party, and an
originally signed instrument of such assumption and assignment
shall be delivered to the non-assigning party within 30 days of the
execution of such instrument.

 14.7  Schedules.  All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth fully
in this Agreement.

 14.8  Entire Agreement.  This Agreement constitutes the entire
understanding and agreement between LICENSOR and LICENSEE
with respect to the subject matter hereof, supersedes all prior
agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference to
this Agreement and which is executed in writing by the parties;
provided, however, that either party may unilaterally waive in
writing any provision imposing an obligation on the other.

 14.9  Notices.  Any notice required or permitted to be given or
made in this Agreement shall be in writing and shall be deemed
given on the earliest of (i) actual receipt, irrespective of method of
delivery, (ii) on the delivery day following dispatch if sent by
express mail (or similar next day courier service), or (iii) on the
sixth day after mailing by registered or certified air mail, return
receipt requested, postage prepaid and addressed as follows:

LICENSOR:  Robert L. Saxe, President
           Research Frontiers Incorporated
           240 Crossways Park Drive
           Woodbury, New York 11797-2033 USA
                                     Facsimile:     (516) 364-3798
                                     Telephone:     (516) 364-1902

LICENSEE:  Frank Miro, Executive Vice President
           Film Technologies International, Inc.
           2544 Terminal Drive South
           St. Petersberg, Florida 33712
                                     Facsimile:     (727) 327-0062
                                     Telephone:     (727) 327-2544

or to such substitute addresses and persons as a party may designate
to the other from time to time by written notice in accordance with
this provision.

 14.10 Bankruptcy Code.  In the event that either party should
file a petition under the federal bankruptcy laws, or that an
involuntary petition shall be filed against such party, the parties
intend that the non-filing party shall be protected in the continued
enjoyment of its rights hereunder to the maximum feasible extent
including, without limitation, if it so elects, the protection conferred
upon licensees under section 365(n) of Title 17 of the U.S. Code.
Each party agrees that it will give the other party immediate notice
of the filing of any voluntary or involuntary petition under the
federal bankruptcy laws.

 14.11  Construction.  This Agreement and the exhibits hereto
have been drafted jointly by the parties and in the event of any
ambiguities in the language hereof, there shall no be inference
drawn in favor or against either party.

 14.12  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.

 14.13 Status of the Parties.  The status of the parties under this
Agreement shall be solely that of independent contractors. No party
shall have the right to enter into any agreements on behalf of the
other party nor shall it represent to any person that it has such right
or authority.

 The parties, through their duly authorized representatives, and
intending to be legally bound, have executed this Agreement, as of
the date and year first above written, whereupon it became effective
in accordance with its terms.

RESEARCH FRONTIERS INCORPORATED



By:_____________________________________________
                           Robert L. Saxe, President
                           Date: March 28, 2001

FILM TECHNOLOGIES INTERNATIONAL, INC.



By:___________________________________________
                          Frank Miro, Executive Vice President
                          Date: March 27, 2001

                               Schedule A
                         (As of March 28, 2001)

                LIST OF UNITED STATES, INTERNATIONAL AND
                FOREIGN PATENTS AND PATENT APPLICATIONS

                                                   Date    Expiration
Patents in the United States                            Issued  Date


4,407,565                 Robert L. Saxe
           "Light Valve Suspension Containing
               Fluorocarbon Liquid"                10/04/83  1/16/01


4,422,963                 Robert I. Thompson et al
           "Improved Light Polarizing Materials
              and Suspension Thereof"              12/27/83
12/27/00


4,772,103                 Robert L. Saxe
           "Light Valve Containing an Improved
               Suspension, and Liquids Therefor"   9/20/88   8/8/06


4,877,313                 Robert L. Saxe et al
           "Light Polarizing Materials and
                     Suspensions Thereof"                10/31/89  2/10/09


5,002,701                 Robert L. Saxe
           "Light Polarizing Materials and
               Suspensions Thereof"                3/26/91  10/27/09


5,093,041                 Joseph A. Check, III et al
           "Light-Polarizing Material Based on
               Ethylene-diamine Polyacetic Acid
               Derivatives"                        3/03/92   7/30/10


5,111,331                 Paul Rosenberg
           "Electro-Optical Light Modulator"       5/05/92    7/5/09


5,130,057                 Robert L. Saxe
           "Light Polarizing Materials and
               Suspensions Thereof"                7/14/92
10/31/06



                         Schedule A (Continued)

                                                   Date    Expiration
Patents in the United States                            Issued  Date

5,279,773                 Robert L. Saxe
           "Light Valve Incorporating A Suspension
                Stabilized With A Block Polymer"   1/18/94   3/23/12


5,325,220                 Robert L. Saxe
           "Light Valve With Low Emissivity
                 Coating As Electrode"                 6/28/94    3/9/13


5,463,491                 Joseph A. Check III
           "Light Valve Employing a Film Comprising
             An Encapsulated Liquid Suspension And
                 Method of Making Such Film"           10/31/95   11/6/12


5,463,492                 Joseph A. Check III
           "Light Modulating Film of Improved
                  Clarity For A Light Valve"           10/31/95  11/6/12


5,461,506                 Joseph A. Check III et al
           "Light Valve Suspensions Containing A
             Trimellitate Or Trimesate And Light
                Valves Containing The Same"           10/24/95   5/11/13


5,467,217                 Joseph A. Check III et al
           "Light Valve Suspensions and Films
             Containing UV Absorbers and Light
                Valves Containing The Same"           11/14/95   5/11/13


5,516,463                 Joseph A. Check III et al
           "Method of Making Light
                Polarizing Particles"              05/14/96  07/08/14


5,650,872                 Robert L. Saxe et al
           "Light Valve Containing
                Ultrafine Particles"               07/22/97  07/22/14

5,728,251                 Joseph A.  Check, III
                "Light Modulating Film of Improved
                  UV Stability For a Light Valve"       03/17/98  09/27/15

                          Schedule A (Continued)

                                                   Date    Expiration
Patents in the United States                            Issued  Date


                     6,114,405            Huifang Zhuang et al
           "Ultraviolet Radiation-Curable
           Light-Modulating Film for a Light
           Valve, and Method of Making Same"  09/05/00 10/09/17


                     6,156,239            Robert L. Saxe et al
           "Light Polarizing Material, Liquid
           Suspensions and Films Thereof, and Light
                    Valve Incorporating Same"               12/05/00 2/26/19



                   PENDING UNITED STATES APPLICATIONS

Serial Number                                                Filing Date

[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

In addition to the p|atents and patent applications listed above, Research
Frontiers Incorporated has purchased from Glaverbel, SA a number of
patents and patent applications which are in the process of being
assigned to Research Frontiers Incorporated.  This Schedule A will be
amended in the future to include such patents and patent applications
when such assignments are complete and a final list is made available to
Research Frontiers Incorporated.

*-indicates a patent
<PAGE>
                               Schedule B

                          (As of March 28, 2001)


           LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR
                            LIGHT VALVE FILM

Name of Customer                    Licensed Application     Permitted Territory
Research Frontiers Incorporated     All applications         Worldwide

AP Technoglass Co.                  Sunroof glass for other licensees Worldwide

Glaverbel, S.A.                Automotive vehicle rear-view mirrors,  Worldwide
                          transportation vehicle sunvisors, and (except  Korea
                          architectural and automotive windows    for windows)

Global Mirror GmbH        Rear-view mirrors and sunvisors           Worldwide

Hankuk Glass Industries Inc. Broad range of SPD light control products Worldwide
                            including windows, flat panel displays,
                            automotive vehicle rear-view mirrors and
                          sunvisors (installed as original equipment
                          on Korean-made cars), and sunroofs; SPD film
                          for licensees and prospective licensees

InspecTech Aero Service, Inc.    Aircraft windows and cabin dividers  Worldwide
                                                                 (except Korea)

Material Sciences Corp.     Architectural and automotive windows     Worldwide
                                                                  (except Korea)

ThermoView Industries, Inc. Architectural windows                  Worldwide
                                                                 (except Korea)

Vision-Ease Lens Azusa,Inc. Eyewear                                Worldwide

[INFORMATION REGARDING OTHER AUTHORIZED USERS
WILL BE PROVIDED BY LICENSOR TO LICENSEE FROM TIME
TO TIME IN THE FUTURE]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
  [EXHIBIT 10.20- Certain portions of this document have been
  omitted in the publicly filed version of this document  pursuant
to  the Registrant's request for confidential treatment and filed
  separately with the Securities and Exchange Commission.]

                   DISPLAY  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                   AVERY DENNISON CORPORATION

     This License Agreement ("Agreement") effective as of
November 29, 2001 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
AVERY DENNISON CORPORATION, a Delaware corporation
("LICENSEE").

                             RECITALS

     WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves and Licensed Products (both as hereinafter defined)
and of methods and apparatus relating to products incorporating
such concepts; and is possessed of and can convey information and
know-how for such products and rights to manufacture, use and
sell such products; and

     WHEREAS, LICENSEE is interested in manufacturing and
selling Licensed Products; and

     WHEREAS, LICENSEE desires to acquire from LICENSOR,
and LICENSOR desires to grant to LICENSEE, certain rights and
licenses with respect to such technology of LICENSOR;

     NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1    DEFINITIONS.

        The following terms when used herein shall have the
respective meanings set forth in this Article 1.

The "Effective Date" of this Agreement shall be the date which is
the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.

"Licensed Product" means a Light Valve (as defined below) having
means for changing the light transmission of a suspension in part
and only part of the area of a cell that is to be viewed, said part
forming a display of a pattern, image, letters, numerals or other
indicia, which Light Valve is intended for use and used solely to
convey information in a display such as a low-information-content
display, and which information display is not for use in a
television, or laptop, notebook or subnotebook computer, personal
digital assistant, cellular telephone, electronic book, or other
portable information appliance used to convey high-information-
content. The term "Licensed Product" shall not include Light
Valves used or intended for use as or in any other type of display
product or in any non-display product such as but not limited to
windows, eyewear, goggles, visors, mirrors, toys or filters for
scientific instruments, lamps or contrast enhancement of displays.
Nothing contained herein shall permit LICENSEE to sell, lease, or
otherwise dispose of a Light Valve or Light Valve Component
which is not used or combined or intended to be used or combined
as described above into a Licensed Product.

"Licensed Territory " means all countries of the world.

"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted through
and/or reflected from the cell; means incorporated in or on the cell,
or separate therefrom for applying an electric or magnetic field to
the activatable material within the cell; and coatings, (including,
but not limited to, electrodes), spacers, seals, electrical and/or
electronic components, and other elements incorporated in or on
the cell.  The activatable material, which the cell contains or is
adapted to contain, includes in it solid suspended particles, which
when subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the device, and
may be in the form a liquid suspension, gel, film or other material.
Light Valve, as defined herein, is described in a family of patents
and patent applications listed on Schedule A hereto which have
been assigned to LICENSOR.

"Light Valve Component" means a component of a Light Valve
covered by any patent, patent application or trade secret of
LICENSOR or any of its licensees (other than LICENSEE) and
their respective sublicensees. A Light Valve Component does not
include a cell wall or materials comprising a cell wall; means
incorporated in or on the cell, or separate therefrom for applying
an electric or magnetic field to the activatable material within the
cell; and coatings (including, but not limited to, electrodes),
spacers, seals, electrical and/or electronic components,
incorporated in or on the cell.

The "Net Selling Price" of Licensed Products on which royalties
are payable shall be the greater of the following: (A) the genuine
selling price of LICENSEE and its sublicensees hereunder
(including amounts charged for any wiring, installation, and
related services provided by LICENSEE and its sublicensees
hereunder) f.o.b. factory at which nonaffiliated customers are
billed in the usual course of business for Licensed Products, as
packed for shipment to the customer; (B) the genuine selling price
of LICENSEE and its sublicensees hereunder (including amounts
charged for any wiring, installation, and related services provided
by LICENSEE and its sublicensees hereunder) f.o.b. factory at
which nonaffiliated customers are billed in the usual course of
business for Licensed Products, as packed for shipment to the
customer, multiplied by a fraction, the numerator of which is the
cost of all components included in the display, and the
denominator of which is the total manufacturing cost for such
product; and (C) $25 per square foot  for "large displays" (greater
than six square inches) and $1 per square foot for "small displays"
(surface area less than six square inches). The aforementioned $25
and $1 figures specified in clause (C) above shall be adjusted
upward as of each January 1st hereafter beginning on January 1,
2003 by any increase in the Producer Price Index for Electronic
Components and Accessories (the "Index") for the 12 month period
ending in December of the prior year, prepared by the Bureau of
Labor Statistics of the United States Department of Labor (or if the
Index is not then being published, the most nearly comparable
successor index).  In calculating a genuine selling price of a
product for the above calculation, such price may be reduced only
by the applicable proportions of the following if, and to the extent
that, amounts in respect thereof are reflected in such selling price:
(i) normal trade discounts actually allowed; (ii) sales, use or excise
and added value taxes and custom duties paid; (iii) if the genuine
selling price is other than f.o.b. factory, amounts paid for f.o.b.
transportation of the product to the customer's premises or place
of installation or delivery; (iv) insurance costs and the costs of
packing material, boxes, cartons and crates required for shipping;
provided, however, that for purposes of this calculation, the
genuine selling price of a product may not be less than 90% of the
gross selling price of said product after all deductions therefrom,
if any.  If a product is leased, sold, used or otherwise disposed of
on terms not involving a bona fide arm's length sale to an
unaffiliated third party, then the Net Selling Price for such
transactions shall be deemed to be the Net Selling Price as defined
above for identical products sold to a nonaffiliated customer
nearest to the date of such lease, sale, use, or other disposition.

"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including
(by way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and
maintenance manuals, test and other technical reports, know-how
of LICENSOR, and the like owned or controlled by LICENSOR,
to the extent they exist, that relate to Light Valves, Licensed
Products and/or to the suspensions or other Light Valve
Components used or usable for Licensed Products or Light Valves
including, but not limited to, particles, particle precursors,
coatings, polymers, liquid suspensions and suspending liquids, or
any combination thereof, and that consist of concepts invented or
developed by LICENSOR.  Know-how of LICENSOR's suppliers
and of LICENSOR's other licensees and their sublicensees under
licenses from LICENSOR shall not be considered Technical
Information owned or controlled by LICENSOR.

2    GRANT OF LICENSE.

     2.1  License.  During the term of this Agreement, LICENSOR
hereby grants LICENSEE (and to any majority or wholly-owned
and controlled subsidiaries of LICENSEE so long as they remain
so owned and controlled, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees and whose sales are
accounted for to LICENSOR by LICENSEE, and which
acknowledge in writing to LICENSOR that it  agrees to be bound
by the terms and conditions of this Agreement) a non-exclusive
right and license to use (a) all of the Technical Information, if any,
(subject to Section 8.1 hereof), furnished by LICENSOR pursuant
to this Agreement, and (b) any invention claimed in (i) any of the
unexpired patents now or hereafter listed on Schedule A attached
hereto or (ii) unexpired patents which issue from pending patent
applications now or hereafter listed in Schedule A, and any
continuations, continuations-in-part, divisions, reissues,
reexaminations, or extensions thereof to develop, make, have
made, market, import, have imported, offer for sale and sell
Licensed Products in the Licensed Territory.

     2.2  No Other Rights.  LICENSEE agrees that, except for the
specific licenses granted to it under Section 2.1 hereof for use in
Licensed Products, LICENSEE has not acquired any rights or
licenses under this Agreement to use Light Valves or any Light
Valve Components thereof made by or for LICENSEE or its
sublicensees pursuant to this Agreement.

3    ROYALTY PAYMENTS, REPORTS AND RECORD-
KEEPING.

     3.1 Royalties and Reports on Net Sales.  During the term of
this Agreement, LICENSEE agrees to pay LICENSOR an earned
royalty which shall be five percent (5%) of the Net Selling Price
of Licensed Products which embody, or the manufacture of which
utilizes, any of the rights granted under Section 2.1 hereof, and
which are manufactured by or for LICENSEE and sold or leased
by or for LICENSEE or a permitted sublicensee.  Payments under
this Section 3.1 shall be made on a quarterly basis and made within
45 days after the end of the calendar quarter in which such
Licensed Products were sold, leased, used or otherwise disposed
of by or for LICENSEE or a permitted sublicensee hereunder.
Each royalty payment shall be in U.S. dollars and shall be
accompanied by a statement by LICENSEE showing in reasonable
detail the amount of Licensed Products sold, used, leased or
otherwise disposed of by or for LICENSEE and its sublicensees
during the preceding quarter, any deductions taken or credits
applied, and the currency exchange rate used to report sales made
in currencies other than U.S. dollars.  LICENSEE shall use the
exchange rates for buying U.S. dollars in effect on the last day of
each quarter, as specified in The New York Times.  The first such
statement shall cover the period from the Effective Date of this
Agreement to the end of the first calendar quarter in which a
Licensed Product is sold, used, leased or otherwise disposed of by
or for LICENSEE or its sublicensees. LICENSEE shall also
furnish to LICENSOR at the same time it becomes available to any
third party, a copy of each brochure, price list, advertisement or
other marketing and promotional materials prepared, published or
distributed by LICENSEE or its sublicensees relating to Licensed
Products.

     3.2 Initial Fee and Minimum Annual Royalties - Regardless
of whether LICENSEE is selling any Licensed Products, during the
term of this Agreement LICENSEE agrees to pay LICENSOR the
initial license fee of [Confidential Information Omitted and filed
separately with the Securities and Exchange Commission]

     3.3 Time and Method of Payment. [Confidential Information
Omitted and filed separately with the Securities and Exchange
Commission]

All other payments shall be due on the date specified in this
Agreement, or if no date is specified, within 30 days of invoice.
All payments made to LICENSOR shall be paid by wire transfer
of immediately available funds to the account of Research
Frontiers Incorporated at Chase Manhattan Bank, 1064 Old
Country Road, Plainview, New York 11803, Account No.: 904-
709361, ABA Wire Code No.: 021 000 021, or to such other
account or place, as LICENSOR may specify in a notice to
LICENSEE.

     3.4 Sales, Use and Returns.  Licensed Products shall be
considered as sold or  leased and royalties shall accrue on the
earlier of when such Licensed Products are billed out, or when
delivered, shipped or mailed to the customer.  If as a result of a
price reduction or a return of Licensed Products previously sold,
a credit or refund to a customer is given on part or all of the sale
price of such Licensed Products, a credit shall be allowed against
royalties accruing thereafter under this Agreement equal to the
royalty paid on that part of the sales price so credited or refunded.

     3.5  Recordkeeping.  LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of
submission of each statement supported thereby, true and accurate
records, files and books of accounts that relate to Licensed
Products, all data reasonably required for the full computation and
verification of the Net Selling Price of Licensed Products,
deductions therefrom and royalties to be paid, as well as the other
information to be given in the statements herein provided for, and
shall permit LICENSOR or its duly authorized representatives,
upon reasonable notice, adequately to inspect the same at any time
during usual business hours.  LICENSOR and LICENSEE agree
that an independent certified public accounting firm (selected by
LICENSOR from the largest ten certified public accounting firms
in the United States of America) may audit such records, files and
books of accounts to determine the accuracy of the statements
given by LICENSEE pursuant to Section 3.1 hereof.  Such an audit
shall be made upon reasonable advance notice to LICENSEE and
during usual business hours no more frequently than annually.  The
cost of the audit shall be borne by LICENSOR,  unless the audit
shall disclose a breach by LICENSEE of any term of this
Agreement, or an underpayment error in excess of five percent of
the total monies paid to LICENSOR by LICENSEE during the
audited period, in which case LICENSEE shall bear the full cost
of such audit.  LICENSEE agrees to pay LICENSOR all additional
monies that are disclosed by the audit to be due and owing to
LICENSOR within thirty days of the receipt of the report.

4    OBLIGATIONS OF LICENSEE.

     4.1 Compliance.  LICENSEE agrees that, without limitation,
any manufacture, sale, lease, use or other disposition of Licensed
Products that is not in strict accordance with the provisions of this
Agreement shall be deemed a material breach of this Agreement.

     4.2  End Users.  LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products is
sold, leased, or otherwise disposed of by LICENSEE or its
sublicensees, to look only to LICENSEE and not to LICENSOR or
its affiliates for any claims, warranties, or liability relating to such
Licensed Products.  LICENSEE agrees to take all steps to
reasonably assure itself that Licensed Products sold, leased or
otherwise disposed of by or for LICENSEE is being used for
permitted purposes only.

     4.3 Laws and Regulations.  LICENSEE agrees that it shall be
solely responsible for complying with all laws and regulations
affecting the manufacture, use and sale or other disposition of
Licensed Products by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies and
other entities.  LICENSEE agrees to maintain a file of all such
approvals and to send LICENSOR a copy of all such approvals
(including English translations thereof in the case of approvals
required by any foreign country, which English translations, if not
otherwise prepared by or for LICENSEE, shall be prepared at
LICENSOR's request and expense) within 10 business days of any
written request for such copies by LICENSOR.  LICENSEE
represents and warrants to LICENSOR that no approval from any
governmental agency or ministry, or from any third party, is
required to effectuate the terms of this Agreement or the
transactions contemplated hereby.

     4.4  Purchase of Light Valve Components from Others.  By
virtue of the disclosure of Technical Information and information,
if any, provided from time to time by LICENSOR to LICENSEE
and to its other licensees, and each of their sublicensees and
affiliates, any Light Valve Component, including, without
limitation, materials, suspensions, films, polymers, coatings,
particle precursors, and particles, which LICENSEE or its
sublicensees makes, has made for it, or purchases from any third
party for use in Licensed Products shall be deemed to have been
manufactured at least in part using the Technical Information
provided by LICENSOR if LICENSEE or any supplier of a Light
Valve Component to LICENSEE has had access to Technical
Information of any kind of LICENSOR or its licensees and their
sublicensees, consultants, subcontractors, agents or representatives.
LICENSEE and its sublicensees each hereby agrees that (i) all
Light Valve Components shall be used only in strict accordance
with the provisions of this Agreement, and that such Light Valve
Components may not be used for any other purpose or resold by
LICENSEE or its sublicensees except as specifically permitted by
the license granted in Section 2.1 hereof, and (ii) LICENSEE and
its sublicensees will only look to the manufacturer or supplier of
such Light Valve Component or other item used by LICENSEE or
its sublicensees and not to LICENSOR or its affiliates for any
claims, warranties, or liability relating to such Light Valve
Component or other item. LICENSEE acknowledges that
LICENSOR has not made any representations or warranties
regarding the availability of any Light Valve Component, or the
price thereof, and that in all respects LICENSEE shall deal directly
with the suppliers of such Light Valve Components and will obtain
from them information regarding availability, pricing, and/or other
terms relating to such Light Valve Components.

     4.5 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any Licensed Product or
of any material, Light Valve Component, or information provided
hereunder, and LICENSEE expressly acknowledges and agrees
that any such material, Light Valve Component or information
provided by LICENSOR hereunder is provided "AS IS" and that
LICENSOR makes no warranty with respect thereto and
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE, WITH RESPECT THERETO, ITS
USE OR ANY INABILITY TO USE IT, OR THE RESULTS OF
ITS USE. Except for any breach of the terms of this Agreement, in
no event shall any party to this Agreement be liable for any
damages, whether in contract or tort (including negligence),
including but not limited to direct, consequential, special,
exemplary, incidental and indirect damages, arising out of or in
connection with this Agreement or the use, the results of use, or the
inability to use any Licensed Product, material, Light Valve
Component or information provided hereunder.

     4.6 Analysis.  LICENSEE represents and agrees that it will
only incorporate Light Valve Components received from
authorized suppliers into Licensed Products and for no other
purpose, and that  LICENSEE will not directly or indirectly
attempt to reverse-engineer any material provided to it hereunder
by LICENSEE or any supplier of any Light Valve Component.

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that either
party may adopt and use for Licensed Products or other products
incorporating Light Valves are and shall remain the exclusive
property of the adopting party, and the other party shall not obtain
any rights and license to such marks under this Agreement, but
may inform others that the adopting party has licensed or produced
Licensed Products or products incorporating Light Valves under
such mark or marks, and may use the adopting party's logo in
connection therewith. LICENSOR may require LICENSEE or its
permitted sublicensees to indicate on packaging that such product
is licensed from Research Frontiers Incorporated or to otherwise
include language and/or designations mutually agreed to in writing
by  LICENSOR and LICENSEE indicating an affiliation with
Research Frontiers Incorporated. LICENSEE agrees that it will not
unreasonably withhold or delay its agreement regarding any such
designation, and agrees to use LICENSOR approved logos and
artwork in connection with any designation or packaging
requirement under this Agreement for LICENSOR's quality-
control purposes.

6    INSURANCE AND INDEMNIFICATION.

     6.1  Insurance.  LICENSEE shall maintain at all times ample
product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement.

     6.2  Indemnification.  LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"), against any liability,
damage, loss, fine, penalty, claim, cost or expense (including
reasonable costs of investigation and settlement and attorneys',
accountants' and other experts' fees and expenses) arising out of
any action or inaction by any Indemnifying Party relating to this
Agreement including an Indemnifying Party's manufacture, sale,
use, lease or other disposition of Licensed Products,  and related
materials, or other use of the information and rights granted
hereunder. Any knowledge of LICENSEE's or its sublicensee's
activities by LICENSOR or its representatives shall in no way
impose any liability on LICENSOR or reduce the responsibilities
of LICENSEE hereunder or relieve it from any of its obligations
and warranties under this Agreement.

7    FUTURE PATENTS.

     7.1  Future Patents.  Each party, at its cost, shall have the
right to file patent applications in the United States and in foreign
countries covering any invention made by such party.

     7.2  Improvements and Modifications. (a) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR
after the Effective Date of this Agreement, if any, which relate to
Light Valves or Light Valve Components shall not be included in
this Agreement. Upon written request by the non-inventing party,
LICENSOR and LICENSEE shall negotiate with each other
regarding the grant of nonexclusive rights and licenses to use such
improvements and modifications, but neither party shall be
obligated to grant such rights and licenses to one another.

     (b)  During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any obligation
to reveal details which would be confidential information), at least
as frequently as once a year in January of each calendar year, if
any significant improvements or modifications have been made by
LICENSOR or LICENSEE relating to Light Valves and Light
Valve Components, and as to the general nature of any such
improvements and modifications.

     (c) Notwithstanding the foregoing, LICENSOR may, but shall
not be required to, voluntarily and without additional cost to
LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE rights
in such certain future improvements and modifications, and  any
information so disclosed will be considered Technical Information
which LICENSEE shall be obligated to keep confidential pursuant
to Section 12.1 of this Agreement.  In connection therewith,
LICENSOR, may voluntarily add patents and/or patent
applications to Schedule A hereof.  No disclosure of any
information by LICENSOR shall in any way establish a course of
dealing or otherwise require LICENSOR to make any future
disclosure of information under this Agreement.

     7.3  Foreign Patent Applications.  During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country
included in the Licensed Territory. If so designated and if legally
possible to do so, LICENSOR agrees to promptly file, prosecute
and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost, including
reasonable attorney's fees, to file, prosecute and maintain any such
patent application and resulting patents specifically so designated
by LICENSEE.

8    TECHNOLOGY TRANSFER.

     8.1.  Materials.  Upon request by LICENSEE, during the term
of this Agreement and when mutually convenient to LICENSOR
and LICENSEE, LICENSOR shall supply LICENSEE with small
quantities of materials related to Licensed Products for
experimental use only by LICENSEE, and shall charge
LICENSEE $750 per man/day plus the cost of any other materials
used in making such materials, plus the cost of shipping such
materials to LICENSEE.  Each invoice submitted by LICENSOR
for such service shall include detailed explanations of the charges,
and, if requested by LICENSEE, copies of receipts.  The parties
acknowledge that LICENSOR has no obligation to transfer to
LICENSEE any Technical Information other than as may be
embodied in such sample materials or general information
possessed by LICENSOR as to how to apply LICENSOR's
technology to Licensed Products, and that, other than sample
materials, if any, that may be supplied by LICENSOR as aforesaid,
LICENSEE will be acquiring materials from authorized suppliers
other than LICENSOR.

     8.2 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry
by telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.

     8.3 Visits.  During all visits by either party to the facilities of
the other party, visitors shall comply with all reasonable rules of
the host company, and each party to this Agreement will indemnify
and hold the other party harmless from any liability, claim or loss
whatsoever (i) for any injury to, or, death of, any of its employees
or agents while such persons are present at the facility of the other
party; and (ii) for any damages to its own property or to the
property of any such employee or agent which may occur during
the presence of any such person at the facility of the other party,
regardless of how such damage occurs, if the rules of the host are
followed.

     8.4  Sole Purpose.  Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.

9    INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.

     9.1  Proprietary Rights: Notices.  Each party shall provide
appropriate notices of patents, or other similar notice of the patent
rights of the other party on all products utilizing the patented
inventions of the other party, upon receipt of detailed instructions
from the other party.  Either party may add its own patent notice
to any copy or embodiment which contains its patented inventions.

     9.2  LICENSOR Exclusive Owner.  LICENSEE hereby
acknowledges LICENSOR as purporting to be, and LICENSOR
warrants and represents to LICENSEE that (except as otherwise
provided in Schedule A), it owns, controls, or has rights in the
patents and patent applications listed on Schedule A. Except for
the rights granted hereunder, LICENSEE shall not have any rights
or attempt to assert any ownership rights in and to those patents
and patent applications.

10   TERM AND TERMINATION.

     10.1  Term.  The term of this Agreement shall extend from the
Effective Date of this Agreement to the date of termination of this
Agreement.  Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon  the
expiration of the later of (A) the last to expire of the patents now
or hereafter listed in Schedule A hereof, and (B) the expiration of
the period in which LICENSEE is obligated to maintain
confidential Technical Information of LICENSOR pursuant to
Section 12.1 hereof.

     10.2  Termination by LICENSEE. LICENSEE may terminate
this Agreement effective as of December 31, 2005 or as of any
anniversary thereof by giving LICENSOR prior notice thereof
unless sooner terminated as hereinafter provided.  Such notice shall
be made in writing and shall be given between 60 and 90 days
prior to the effective date for which such termination is to be
effective. If LICENSEE decides to terminate this Agreement for
any reason, LICENSEE shall provide LICENSOR, along with the
aforementioned notice of termination, with a written report
describing the reasons for such termination.

     10.3  Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December 31,
2005 or as of any anniversary thereof  upon at least 30 days' notice
to LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one years' notice of any termination
under this Section 10.3 if LICENSEE is producing and selling
Licensed Products hereunder.  [Confidential Information Omitted
and filed separately with the Securities and Exchange
Commission]

     10.4  Effect of Termination.  If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall cease,
and LICENSEE shall immediately return to LICENSOR all
Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and summaries
thereof; provided, however, that LICENSEE may retain solely for
archival purposes one copy of all such documents in its legal
department files, (2) at LICENSOR's option, LICENSEE shall,
within 30 days of the date of such termination, either (A) sell and
deliver to LICENSOR at LICENSEE's direct cost of manufacture
any Licensed Products which shall then be in the possession of
LICENSEE, and, if requested by LICENSOR, LICENSEE shall
finish and deliver to LICENSOR any Licensed Products in the
process of manufacture as soon as possible and, in any case, not
later than 30 days after receiving LICENSOR's request, and/or (B)
with respect to any unsold inventory and work in the process of
manufacture, to complete such work in process and sell any
remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any Licensed
Products (and Licensed Products in the process of manufacture)
not sold under this Section 10.4 and (3)  if this Agreement is
terminated for any reason on or before December 31, 2005,
LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to grant
sublicenses to others to utilize all technical information,
improvements and/or modifications  (whether or not the subject of
patents or pending patent applications) developed or invented by
or on behalf of LICENSEE and/or its sublicensees, subcontractors,
or agents hereunder through the date of such termination of this
Agreement relating to Light Valves or Light Valve Components,
and upon such termination, LICENSEE shall provide LICENSOR
in reasonable detail complete information regarding such technical
information, improvements and/or modifications.  The foregoing
license shall be self-effectuating and shall exclude information of
LICENSEE (if such information is not subject to patents or
pending patent applications) relating to production processes and
market data, and LICENSEE agrees upon written notice by
LICENSOR (at LICENSEE's expense) at any time hereafter to
deliver to LICENSOR (at LICENSEE's expense) within 30 days
of such notice any document or other instrument reasonably
requested by LICENSOR to convey such license rights to
LICENSOR such as, by way of example, confirmations or
instruments of conveyance or assignment.  No termination of this
Agreement by expiration or otherwise shall release LICENSEE or
LICENSOR from any of its continuing obligations hereunder, if
any, or limit, in any way any other remedy one party may have
against the other party.  Notwithstanding the foregoing,
LICENSEE's obligations to LICENSOR under Sections 3.1 (with
respect to royalties due on the sale of Licensed Products sold on or
before the six-month period specified above) , 3.5, 4.2, 4.3, 4.4,
4.5, 4.6, 6.1, 6.2, 7.2, 8.3, 8.4, 10.4, 12.1, and Articles 13 and 14
shall survive any termination or expiration of this Agreement.

11   EVENTS OF DEFAULT AND REMEDIES.

     11.1  Events of Default.  Each of the following events shall
constitute an "Event of Default" under this Agreement:

     11.1.1    (a) A party's failure to make any payment due in a
timely manner or a party's material breach or material failure to
punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented facts
or circumstances, if curable, remain uncured thirty (30) days after
written notice of such misrepresentation is received by the
breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty (30)
days after such misrepresentation or breach at the option of the
non-breaching party; or

     11.1.2    The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's filing
of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its filing;
(c) the appointment of a receiver or trustee for such first party
which has not been rescinded within ninety (90) days of the date
of such appointment; or (d) such first party otherwise becoming
insolvent or otherwise making an assignment for the benefit of
creditors.

     11.2  Default by a Party.  If there occurs an Event of Default
with respect to a party, the other party may:

               (a)  seek damages; and/or

     (b)  seek an injunction or an order for mandatory or specific
performance; and/or

               (c)  terminate this Agreement and the licenses granted to
          LICENSEE hereunder whereupon the non-defaulting
          party shall have no further obligations under this
          Agreement except those which expressly survive
          termination, and except with respect to royalty payments
          due and owing to LICENSOR as of the termination date
          or any subsequent period specified in Section 10.4.

12   CONFIDENTIALITY.

     12.1  Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the later of the Effective Date of this
Agreement or the latest date of its receipt of information disclosed
to LICENSEE by LICENSOR pursuant to this Agreement, such
information shall be held in confidence; provided, however, there
shall be no obligation to treat as confidential information which is
or becomes available to the public other than through a breach of
this obligation, or which was already possessed by LICENSEE in
writing (or otherwise provable to be in the possession of
LICENSEE) prior to the Effective Date of this Agreement (and
was not received from LICENSOR) or which is shown by
LICENSEE to have been received by it from a third party who had
the legal right to so disclose it without restrictions and without
breach of any agreement with LICENSOR or its licensees.
LICENSOR shall affix an appropriate legend on all written
documentation given to LICENSEE which contains confidential
information.  LICENSEE acknowledges that the list of patent
applications contained on Schedule A is confidential information
of LICENSOR. If confidential information is otherwise conveyed
orally by LICENSOR, LICENSOR shall specify to LICENSEE at
the time such information is being conveyed (or in a subsequent
letter referring to the conversation) that the information conveyed
is confidential, and LICENSOR shall confirm such oral disclosure
in a writing given to LICENSEE.  It is understood and agreed that,
unless otherwise provided in a separate agreement between
LICENSEE and LICENSOR, LICENSEE has no obligation
hereunder to provide LICENSOR with any confidential or
proprietary information, and that LICENSOR shall have no
obligation hereunder to LICENSEE to maintain in confidence or
refrain from commercial or other use of any information which
LICENSOR is or becomes aware of under this Agreement.  The
terms and provisions of this Agreement or any other agreement
between the parties shall not be considered confidential, and the
parties hereto acknowledge that, pursuant to the Securities
Exchange Act of 1934, as amended, and the regulations
promulgated thereunder,  LICENSOR may file copies of this
Agreement with the Securities and Exchange Commission and
with NASDAQ and with any other stock exchange on which
LICENSOR's securities may be listed.  LICENSEE agrees that for
the period of time during which LICENSEE is obligated to keep
information confidential hereunder, LICENSEE will not develop,
make, have made, use, market, import, have imported, offer for
sale and sell, lease or otherwise dispose of products using or
directly or indirectly derived from Licensed Products, Light
Valves, or Light Valve Components, or which otherwise comprise
suspended particles, which when subjected to a suitable electric or
magnetic field, orient to produce a change in the optical
characteristics of the suspension ("SPD Technology") unless an
agreement between LICENSOR and LICENSEE permitting it to
do so is in full force and effect and the royalties, if any, provided
in such agreement are being paid to LICENSOR on such products.
The foregoing restriction shall not apply to products (i) which do
not directly or indirectly incorporate SPD Technology, such as, but
not limited to, liquid crystal devices, or electrochromic devices, or
(ii) which incorporate technology involving suspended particles,
which when subjected to a suitable electric or magnetic field,
orient to produce a change in the optical characteristics of the
suspension but which is independently developed and which is not
in any way directly or indirectly derived from any Technical
Information of LICENSOR or its licensees, sublicensees, or any of
their affiliates. LICENSEE shall have the burden of proving by
clear and convincing evidence that the availability of any
exception of confidentiality exists or that the foregoing restrictions
do not apply to a particular product. Nothing contained in this
section, however, shall be construed as granting LICENSEE any
rights or licenses with respect to any Technical Information or
patents of LICENSOR or its other licensees or their sublicensees.

     (b) LICENSEE will have the right provide materials to, and
to disclose information, to a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided that
prior to disclosing any information to said subcontractor, said
subcontractor has signed a secrecy agreement with LICENSEE at
least as protective of LICENSOR's Technical Information as the
provisions of this Agreement, including, without limitation, said
subcontractor's specific agreement to be bound by the provisions
of Section 12.1 hereof to the same extent as LICENSEE.  For such
purposes, LICENSEE may develop a standard form of secrecy
agreement for LICENSOR's approval, after which LICENSEE
may use such secrecy agreement with all subcontractors without
LICENSOR's prior approval of the secrecy agreement being
necessary. LICENSEE shall have all subcontractors sign said
secrecy agreement prior to the disclosure of  Technical Information
to said subcontractor, and LICENSEE shall send LICENSOR a
copy of every such secrecy agreement within thirty (30) days after
the execution thereof.

     12.2 Advance Approval of Press Releases. Neither
LICENSOR nor LICENSEE shall issue any press release or similar
public announcement regarding this Agreement without advance
written consent by the other party, it being understood that each
party shall cooperate with the other in approving such
announcements subject to such party's communications policies.
Nothing contained in this Section 12.2 shall prevent or restrict
either party from the timely fulfillment of its obligations under
applicable securities or other laws, or prevent either party from
complying with disclosures required by generally accepted
accounting principles.

13   WARRANTIES AND REPRESENTATIONS.

     13.1  Reciprocal Representations.  Each party represents and
warrants to the other that:

     13.1.1  Valid Agreement.  The execution and delivery of this
Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have been
duly authorized by all necessary corporate action by LICENSOR
and LICENSEE and this Agreement is a valid and binding
obligation enforceable against the parties in accordance with its
terms, except to the extent limited by bankruptcy, insolvency,
moratorium and other laws of general application relating to
general equitable principles;

     13.1.2 No Conflicts.  Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any other
entity; and

     13.1.3  Publicity. The parties shall have the right to use non-
confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical
assistance, investor relations, disclosure and public relations
purposes, and that information permitted to be disclosed by a party
under this Section 13.1.3 may appear on such party's (or its
subsidiaries' or sublicensees') Internet web site, along with links
to the Internet web sites, and specific pages therefrom, of the other
party and its subsidiaries and sublicensees, provided that this
Section 13.1.3 does not confer on either party the right to use the
other party's company name or trademarks without permission
other than to describe the fact that LICENSEE is a licensee of
LICENSOR for Licensed Products, or except as otherwise
specifically described in this Agreement.

     13.2  LICENSOR Representations.  LICENSOR represents
and warrants, for the benefit of LICENSEE, that:

     13.2.1  Title.  As of the date hereof, LICENSOR represents
and warrants that Schedule A includes all or substantially all
material patents and patent applications owned or controlled by
LICENSOR or which LICENSOR has the right to license
LICENSEE, pertaining to Light Valves and Light Valve
Components as they relate to Licensed Products, and that
LICENSOR has the right to convey the rights and licenses granted
by this Agreement, and otherwise to perform its obligations under
this Agreement. LICENSOR has caused its employees who are
employed to do research, development, or other inventive work to
disclose to it any invention or information within the scope of this
Agreement and to assign to it rights in such inventions and
information in order that LICENSEE shall receive, by virtue of this
Agreement, the licenses granted to it under Section 2.1 hereof.

     13.2.2  Infringement.  As of the date hereof, LICENSOR is
not aware of any claim for patent infringement or the
misappropriation of trade secrets, being asserted against it or its
licensees by any third party; or of any infringement of the patents
listed on Schedule A hereto by any entity.

     13.2.3 Patents in Force.  To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.

     13.3 No Warranty.  LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a) that
LICENSEE will be able to develop, manufacture, sell or otherwise
commercialize Licensed Products, or (b) as to the validity of any
patent.

14    MISCELLANEOUS.

     14.1  Applicable Law.  This Agreement shall be interpreted,
construed, governed and enforced in accordance with and
governed by the laws of the State of New York, and LICENSOR
and LICENSEE hereby submit to the exclusive jurisdiction of the
state or federal courts located in the County of Nassau and State of
New York for such purposes.

     14.2  Confidentiality In Court Proceeding.  In order to protect
and preserve the confidential information of a party which the
parties recognize may be exchanged pursuant to the provisions of
this Agreement, the disclosing party may request, and the receiving
party shall not oppose, the court in any action relating to this
Agreement to enter a protective order to protect information which
is confidential information under Section 12.1 and to seal the
record in the action or to hold the proceedings, or portion of the
proceedings, in camera; provided, that the requested terms do not
prejudice the receiving party's interests.  Nothing, however, shall
preclude either party from thereafter moving to unseal its own
records or to have matter and information designated as
confidential under any relevant protective order designated
otherwise in accordance with the circumstances as they shall
appear at that time.

     14.3  Severability.  If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible consistent
with the intentions underlying the original provision.  If the
remainder of this Agreement is not materially affected by such
declaration or finding and is capable of substantial performance,
then the remainder shall be enforced to the extent permitted by
law.

     14.4  Waiver.  Unless agreed to by the parties in writing to the
contrary, the failure of either party to insist in any one or more
instances upon the strict performance of any one or more of the
provisions of this Agreement, or to exercise any right contained in
this Agreement or provided by law, shall not constitute or be
construed as a waiver or relinquishment of the performance of such
provision or right or the right subsequently to demand such strict
performance or exercise of such right, and the rights and
obligations of the parties shall continue unchanged and remain in
full force and effect.

     14.5  Captions.  The captions and headings in this Agreement
are inserted for convenience and reference only and in no way
define or limit the scope or content of this Agreement and shall not
affect the interpretation of its provisions.

     14.6  Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns.  However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written consent
of LICENSOR except to a successor to substantially all of its
business relating to Light Valves and whose obligations hereunder
are guaranteed to LICENSOR by LICENSEE.  LICENSOR may
assign all of its rights and obligations hereunder to any successor
to any of its business interests or to any company controlling or
controlled by LICENSOR. All assignees shall expressly assume in
writing the performance of all the terms and conditions of this
Agreement to be performed by the assigning party, and an
originally signed instrument of such assumption and assignment
shall be delivered to the non-assigning party within 30 days of the
execution of such instrument.

     14.7  Schedules.  All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth fully
in this Agreement.

     14.8  Entire Agreement.  This Agreement constitutes the
entire understanding and agreement between LICENSOR and
LICENSEE with respect to the subject matter hereof, supersedes
all prior agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference to
this Agreement and which is executed in writing by the parties;
provided, however, that either party may unilaterally waive in
writing any provision imposing an obligation on the other.

     14.9  Notices.  Any notice required or permitted to be given
or made in this Agreement shall be in writing and shall be deemed
given on the earliest of (i) actual receipt, irrespective of method of
delivery, (ii) on the delivery day following dispatch if sent by
express mail (or similar next day courier service), or (iii) on the
sixth day after mailing by registered or certified air mail, return
receipt requested, postage prepaid and addressed as follows:

LICENSOR: Robert L. Saxe, President
               Research Frontiers Incorporated
               240 Crossways Park Drive
               Woodbury, New York 11797-2033 USA
                                             Facsimile:     (516) 364-3798
                                             Telephone:     (516) 364-1902

LICENSEE: Avery Dennison Corporation
                              150 North Orange Grove Blvd.
                              Pasadena, CA  91103
                              Attention:  Senior Vice President, General Counsel
               and Secretary
               Facsimile: (626) 304-2151
               Telephone: (626) 304-2030

With a copy to:Avery Dennison Corporation
                              150 North Orange Grove Blvd.
                              Pasadena, CA  91103
               Attention:  Chief Patent Counsel
               Facsimile: (626) 304-2151
            Telephone: (626) 304-2392

or to such substitute addresses and persons as a party may
designate to the other from time to time by written notice in
accordance with this provision.

  14.10 Bankruptcy Code.  In the event that either party should
file a petition under the federal bankruptcy laws, or that an
involuntary petition shall be filed against such party, the parties
intend that the non-filing party shall be protected in the continued
enjoyment of its rights hereunder to the maximum feasible extent
including, without limitation, if it so elects, the protection
conferred upon licensees under section 365(n) of Title 17 of the
U.S. Code.  Each party agrees that it will give the other party
immediate notice of the filing of any voluntary or involuntary
petition under the federal bankruptcy laws.

  14.11  Construction.  This Agreement and the exhibits hereto
have been drafted jointly by the parties and in the event of any
ambiguities in the language hereof, there shall no be inference
drawn in favor or against either party.

  14.12  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.

  14.13 Status of the Parties.  The status of the parties under this
Agreement shall be solely that of independent contractors. No
party shall have the right to enter into any agreements on behalf of
the other party nor shall it represent to any person that it has such
right or authority.

  The parties, through their duly authorized representatives, and
intending to be legally bound, have executed this Agreement, as of
the date and year first above written, whereupon it became
effective in accordance with its terms.

RESEARCH FRONTIERS INCORPORATED



By:_____________________________________________
                            Robert L. Saxe, President
                            Date: November 29, 2001

AVERY DENNISON CORPORATION



By:___________________________________________
                            Name:
                            Title:
                            Date: November 28, 2001

                               Schedule A
                       (As of November 29, 2001)

                LIST OF UNITED STATES, INTERNATIONAL AND
                FOREIGN PATENTS AND PATENT APPLICATIONS

                                                    Date    Expiration
Patents in the United States                             Issued  Date


4,772,103                  Robert L. Saxe
            "Light Valve Containing an Improved
                Suspension, and Liquids Therefor"   9/20/88   8/8/06


4,877,313                  Robert L. Saxe et al
            "Light Polarizing Materials and
                        Suspensions Thereof"                10/31/89  2/10/09


5,002,701                  Robert L. Saxe
            "Light Polarizing Materials and
                Suspensions Thereof"                3/26/91  10/27/09


5,093,041                  Joseph A. Check, III et al
            "Light-Polarizing Material Based on
                Ethylene-diamine Polyacetic Acid
                Derivatives"                        3/03/92   7/30/10


5,111,331                  Paul Rosenberg
            "Electro-Optical Light Modulator"       5/05/92    7/5/09


5,130,057                  Robert L. Saxe
            "Light Polarizing Materials and
                Suspensions Thereof"                7/14/92
10/31/06

                         Schedule A (Continued)

                                                    Date    Expiration
Patents in the United States                             Issued  Date

5,279,773                  Robert L. Saxe
            "Light Valve Incorporating A Suspension
                 Stabilized With A Block Polymer"   1/18/94   3/23/12


5,325,220                  Robert L. Saxe
            "Light Valve With Low Emissivity
                     Coating As Electrode"                 6/28/94    3/9/13


5,463,491                  Joseph A. Check III
            "Light Valve Employing a Film Comprising
              An Encapsulated Liquid Suspension And
                    Method of Making Such Film"           10/31/95   11/6/12


5,463,492                  Joseph A. Check III
            "Light Modulating Film of Improved
                  Clarity For A Light Valve"              10/31/95   11/6/12


5,461,506                  Joseph A. Check III et al
            "Light Valve Suspensions Containing A
              Trimellitate Or Trimesate And Light
                    Valves Containing The Same"           10/24/95   5/11/13


5,467,217                  Joseph A. Check III et al
            "Light Valve Suspensions and Films
              Containing UV Absorbers and Light
                   Valves Containing The Same"           11/14/95    5/11/13


5,516,463                  Joseph A. Check III et al
            "Method of Making Light
                 Polarizing Particles"              05/14/96        07/08/14


5,650,872                  Robert L. Saxe et al
            "Light Valve Containing
                 Ultrafine Particles"               07/22/97  07/22/14

5,728,251                  Joseph A.  Check, III
            "Light Modulating Film of Improved
               UV Stability For a Light Valve"       03/17/98 09/27/15

                          Schedule A (Continued)

                                                    Date    Expiration
Patents in the United States                             Issued  Date


6,114,405             Huifang Zhuang et al
            "Ultraviolet Radiation-Curable
            Light-Modulating Film for a Light
               Valve, and Method of Making Same"       09/05/00     10/09/17


6,156,239             Robert L. Saxe et al
            "Light Polarizing Material, Liquid
            Suspensions and Films Thereof, and Light
                 Valve Incorporating Same"             12/05/00      2/26/19


6,271,956B1           Robert L. Saxe et al
            "Method and Materials for Enhancing the
            Adhesion of SPD Films and Light Valves
               Comprising Same"                        08/07/01      03/02/20

6,301,040             Srinivasan Chakrapani et al
            "SPD Films Having Improved Properties and
                     Light Valves Comprising Same"     10/09/01      05/24/20



                   PENDING UNITED STATES APPLICATIONS

Serial Number                                                 Filing Date

[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex10-21.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
  [EXHIBIT 10.21- Certain portions of this document have been
  omitted in the publicly filed version of this document  pursuant
to  the Registrant's request for confidential treatment and filed
  separately with the Securities and Exchange Commission.]

                   SUNSHADE  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                        BOS Gmbh & Co. KG

     This License Agreement ("Agreement") is made and
entered into as of the Effective Date by and between Research
Frontiers Incorporated, a Delaware corporation
("LICENSOR") and BOS GmbH & Co. KG,  a corporation
organized under the laws of Germany ("LICENSEE").

                                 RECITALS

     WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves and Licensed Products (both as hereinafter defined)
and of methods and apparatus relating to products incorporating
such concepts; and is possessed of and can convey information
and know-how for such products and rights to manufacture, use
and sell such products; and

     WHEREAS, LICENSEE is interested in manufacturing and
selling Licensed Products; and

     WHEREAS, LICENSEE desires to acquire from
LICENSOR, and LICENSOR desires to grant to LICENSEE,
certain rights and licenses with respect to such technology of
LICENSOR;

     NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1    DEFINITIONS.

        The following terms when used herein shall have the
respective meanings set forth in this Article 1.

The "Effective Date" of this Agreement shall be the date which
is the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.

"Licensed Product" means a Light Valve intended for use and
used as a sunshade or a special interior device as described below
(which may comprise more than one segment) attached to the
interior of a military or non-military transportation vehicle in the
manner hereinafter described, which is capable of being
controlled automatically or by the user to protect the occupant or
interior of the vehicle from sunlight or glare.  A Licensed
Product must either be (a) attached to or near the interior of a
window, windshield, back window, side window, package shelf,
sunroof or other vehicle opening in the interior of the body, or to
an accessory or component on the inside, of a military or non-
military transportation vehicle by means of a device or
mechanism, including, but not limited to, a small frame, small
rod, post or hinge mechanism, or roll up device to provide a
fixed or movable screen, (b) attached to or near the housing of a
rear-view mirror inside such transportation vehicle provided that
the sunshade so attached is not used to obstruct the mirror so as
to vary the reflectivity of such mirror, and is only used to block
sunlight or glare next to such mirror, or (c) attached to or near a
panel, roof, dashboard package shelf, door, seats, or other
window surrounding area in which a shade may be temporarily
or permanently placed for coverage of a window opening. A
Licensed Product, however, when used as a sunshade, may be
used as a special device in the interior of the vehicle which is
attached to the original window material (which may glass or
plastic), for example, as a film attached to the surface or the
window material or, incorporated between two pieces of
transparent material (which may be glass or plastic), provided
that such a special device as described above is not a Licensed
Product unless such special device is separated from the vehicle
windows and is also not within the vehicle's glass or plastic
exterior surfaces such as a window, sunroof, or glass roof
system. The term "Licensed Product" however, shall without
limitation thereto, not include (1) Light Valves which are used or
intended for use in a transportation vehicle which are installed
outside the transportation vehicle or which are laminated within
the original window (glass or plastic) material or are permanently
laminated, as a film to, the original window surface,  (2) Light
Valves which are used or intended for use as, or as part of, any
other window product and (3) Light Valves used or intended for
use as or in any non-window product such as but not limited to
displays, toys, eyewear, mirrors or filters for scientific
instruments, lamps or contrast enhancement of displays, and (4)
Light Valves used or intended for use in any product other than
as specifically defined herein.  The term "transportation vehicle"
shall include, but shall not be limited to, passenger cars,
motorcycles, recreational vehicles, trucks, mobile cranes, trains,
and boats, but shall not include aircraft, spacecraft, satellites, or
space stations. The term "display" means any device for
displaying letters, numbers, images or other indicia or patterns.
Nothing contained herein shall permit LICENSEE to sell, lease,
or otherwise dispose of a Light Valve which is not combined or
intended to be combined as described above into a Licensed
Product.

"Licensed Territory " means all countries of the world.

"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted
through and/or reflected from the cell; means incorporated in or
on the cell, or separate therefrom for applying an electric or
magnetic field to the activatable material within the cell; and
coatings, (including, but not limited to, electrodes), spacers,
seals, electrical and/or electronic components, and other elements
incorporated in or on the cell.  The activatable material, which
the cell contains or is adapted to contain, includes in it solid
suspended particles, which when subjected to a suitable electric
or magnetic field, orient to produce a change in the optical
characteristics of the device, and may be in the form a liquid
suspension, gel, film or other material.

The "Net Selling Price" of a Licensed Product on which royalties
are payable shall be the larger of the following: (A) the genuine
selling price of LICENSEE and its sublicensees hereunder
(including amounts charged for any wiring, installation, and
related services provided by LICENSEE and its sublicensees
hereunder) f.o.b. factory at which nonaffiliated customers are
billed in the usual course of business for a Licensed Product, as
packed for shipment to the customer; (B) the genuine selling
price of LICENSEE and its sublicensees hereunder (including
amounts charged for any wiring, installation, and related services
provided by LICENSEE and its sublicensees hereunder) f.o.b.
factory at which nonaffiliated customers are billed in the usual
course of business for a Licensed Product, as packed for
shipment to the customer, multiplied by a fraction, the numerator
of which is the direct cost of all components included in the
sunshade associated with the incorporation of a Light Valve, and
the denominator of which is the total direct cost for such product;
and (C) $50 per square foot of sunshade. The aforementioned
$50 per square foot figure specified in clause (C) above shall be
adjusted upward as of each January 1st hereafter beginning on
January 1, 2003 by any increase in the Producer Price Index for
Motor Vehicle Parts and Accessories (the "Index") for the 12
month period ending in December of the prior year, prepared by
the Bureau of Labor Statistics of the United States Department of
Labor (or if the Index is not then being published, the most
nearly comparable successor index).  In calculating a genuine
selling price of a product for the above calculation, such price
may be reduced only by the applicable proportions of the
following if, and to the extent that, amounts in respect thereof are
reflected in such selling price: (i) normal trade discounts actually
allowed; (ii) sales, use or excise and added value taxes and
custom duties paid; (iii) if the genuine selling price is other than
f.o.b. factory, amounts paid for f.o.b. transportation of the
product to the customer's premises or place of installation or
delivery; (iv) insurance costs and the costs of packing material,
boxes, cartons and crates required for shipping; provided,
however, that for purposes of this calculation, the genuine selling
price of a product may not be less than 90% of the gross selling
price of said product after all deductions therefrom, if any.  If a
product is leased, sold, used or otherwise disposed of on terms
not involving a bona fide arm's length sale to an unaffiliated
third party, then the Net Selling Price for such transactions shall
be deemed to be the Net Selling Price as defined above for
identical products sold to a nonaffiliated customer nearest to the
date of such lease, sale, use, or other disposition.

"Technical Information" means all useful confidential and
proprietary information relating to apparatus, methods,
processes, practices, formulas, techniques, procedures, patterns,
ingredients, designs and the like including (by way of example)
drawings, written recitations of data, specifications, parts, lists,
assembly procedures, operating and maintenance manuals, test
and other technical reports, know-how of LICENSOR, and the
like which are owned or controlled by LICENSOR, to the extent
they exist, that relate to Light Valves, Licensed Products and/or
to the suspensions or other components used or usable for
Licensed Products or Light Valves including, but not limited to,
particles, particle precursors, coatings, polymers, liquid
suspensions and suspending liquids, or any combination thereof,
and that consist of concepts invented or developed by
LICENSOR.  Know-how of LICENSOR's suppliers and of
LICENSOR's other licensees and their sublicensees under
licenses from LICENSOR shall not be considered Technical
Information owned or controlled by LICENSOR.

2    GRANT OF LICENSE.

     2.1  License.  During the term of this Agreement,
LICENSOR hereby grants LICENSEE a non-exclusive right and
license to use (a) all of the Technical Information, if any,
(subject to Section 8.1 hereof), furnished by LICENSOR
pursuant to this Agreement, and (b) any invention claimed in (i)
any of the unexpired patents now or hereafter listed on Schedule
A attached hereto or (ii) unexpired patents which issue from
pending patent applications now or hereafter listed in Schedule
A, and any continuations, continuations-in-part, divisions,
reissues, reexaminations, or extensions thereof to make, have
made, and to lease, sell, or otherwise dispose of Licensed
Products in the Licensed Territory.

     2.2   No Other Rights.  LICENSEE agrees that, except for
the specific licenses granted to it under Section 2.1 hereof for use
in Licensed Products in the Licensed Territory, LICENSEE has
not acquired any rights or licenses under this Agreement to use
Light Valves or any components thereof made by or for
LICENSEE or its sublicensees pursuant to this Agreement.

     2.3  Sublicenses.  LICENSEE shall have the right to grant
non-exclusive sublicenses to any of its wholly-owned and
controlled subsidiaries, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and which
acknowledges to LICENSOR in writing that it wishes to become
a sublicensee hereunder prior to doing so and agrees to be bound
by the terms and conditions of this Agreement. All sublicenses
shall (i) be non-exclusive, (ii) shall terminate with the
termination of the rights and licenses granted to LICENSEE
under Section 2.1 hereof, and be otherwise limited in accordance
with the limitations and restrictions which are imposed on the
rights and licenses granted to LICENSEE hereunder, (iii) contain
confidentiality provisions no less protective than those contained
in Section 12.1 hereof, and (iv) shall contain such other terms,
conditions, and licenses as are necessary to enable LICENSEE to
fulfill its obligations hereunder. LICENSEE shall send
LICENSOR a copy of every sublicense agreement or other
agreement entered into by LICENSEE in connection with a
sublicense hereunder within thirty (30) days of the execution
thereof.  LICENSOR may terminate any such sublicense if there
is any change in the ownership or control of a sublicensee.

3    ROYALTY PAYMENTS, REPORTS AND RECORD-
KEEPING.

     3.1 Royalties and Reports on Net Sales.  During the term of
this Agreement, LICENSEE agrees to pay LICENSOR an earned
royalty which shall be five percent (5%) of the Net Selling Price
of Licensed Products which embody, or the manufacture of
which utilizes, any of the rights granted under Section 2.1
hereof, and which are manufactured by or for LICENSEE and
sold, leased, used or otherwise disposed of by or for LICENSEE
or a permitted sublicensee, provided, however, that the
LICENSEE shall receive a credit in the amount of any annual
minimum royalties that are paid by the LICENSEE during any
applicable period in accordance with the terms set forth in
Section 3.2 of this Agreement against the amount of earned
royalties that are due and owing by LICENSEE under this
Section 3.1 during such period.  Payments under this Section 3.1
shall be made on a quarterly basis and made within 45 days after
the end of the calendar quarter in which such Licensed Products
were sold, leased, used or otherwise disposed of by or for
LICENSEE or a permitted sublicensee hereunder.  Each royalty
payment shall be in U.S. dollars and shall be accompanied by a
statement by LICENSEE showing in reasonable detail the
amount of Licensed Products sold, used, leased or otherwise
disposed of by or for LICENSEE and its sublicensees during the
preceding quarter, any deductions taken or credits applied, and
the currency exchange rate used to report sales made in
currencies other than U.S. dollars.  LICENSEE shall use the
exchange rates for buying U.S. dollars in effect on the last day of
each quarter, as specified in The New York Times.  The first
such statement shall cover the period from the Effective Date of
this Agreement to the end of the first calendar quarter in which a
Licensed Product is sold, used, leased or otherwise disposed of
by or for LICENSEE or its sublicensees. LICENSEE shall also
furnish to LICENSOR at the same time it becomes available to
any third party, a copy of each brochure, price list, advertisement
or other marketing and promotional materials prepared,
published or distributed by LICENSEE or its sublicensees
relating to Licensed Products.

     3.2  Minimum Royalties - Regardless of whether
LICENSEE is selling any Licensed Products, during the term of
this Agreement LICENSEE agrees to pay LICENSOR the non-
refundable minimum royalties (in U.S. Dollars) specified below
for each of the stated periods:

     Period                                       Minimum
Royalty

[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

The LICENSEE shall receive a credit in the amount of any
earned royalties that are paid by the LICENSEE during any
applicable period set forth above in accordance with the terms
set forth in Section 3.1 of this Agreement against the minimum
royalties that are set forth in this Section 3.2.

     3.3 Time and Method of Payment. The initial payment
under Section 3.2 shall be paid to LICENSOR within 10 business
days of the Effective Date of this Agreement, and each
subsequent payment under Section 3.2 to LICENSOR shall be
made on or before January 31 of each license year commencing
January 1, 2003. [Confidential Information Omitted and filed
separately with the Securities and Exchange Commission]   All
other payments shall be due on the date specified in this
Agreement, or if no date is specified, within 30 days of invoice.
All payments made to LICENSOR shall be paid by wire transfer
of immediately available funds to the account of Research
Frontiers Incorporated at Chase Manhattan Bank, 6040 Tarbell
Road, Syracuse, New York 13206, Account No.: 825-624-290,
ABA Wire Code No.: 021 000 021, or to such other account or
place, as LICENSOR may specify in a notice to LICENSEE.

     3.4 Sales, Use and Returns.  Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on
the earlier of when such Licensed Products are billed out, or
when delivered, shipped or mailed to the customer.  If as a result
of a price reduction or a return of Licensed Products previously
sold, a credit or refund to a customer is given on part or all of the
sale price of such Licensed Products, a credit shall be allowed
against royalties accruing thereafter under this Agreement equal
to the royalty paid on that part of the sales price so credited or
refunded.

     3.5  Recordkeeping.    LICENSEE shall keep and shall
cause each sublicensee to keep for six (6) years after the date of
submission of each statement supported thereby, true and
accurate records, files and books of accounts that relate to
Licensed Products, all data reasonably required for the full
computation and verification of the Net Selling Price of Licensed
Products, deductions therefrom and royalties to be paid, as well
as the other information to be given in the statements herein
provided for, and shall permit LICENSOR or its duly authorized
representatives, upon reasonable notice, adequately to inspect the
same at any time during usual business hours.  LICENSOR and
LICENSEE agree that an independent certified public accounting
firm (selected by LICENSOR from the largest ten certified
public accounting firms in the United States of America or
Germany) may audit such records, files and books of accounts to
determine the accuracy of the statements given by LICENSEE
pursuant to Section 3.1 hereof.  Such an audit shall be made
upon reasonable advance notice to LICENSEE and during usual
business hours no more frequently than annually.  The cost of the
audit shall be borne by LICENSOR,  unless the audit shall
disclose a material breach by LICENSEE of any term of this
Agreement, or an underpayment error in excess of five percent of
the total monies paid to LICENSOR by LICENSEE during the
audited period, in which case LICENSEE shall bear the full cost
of such audit.  LICENSEE agrees to pay LICENSOR all
additional monies that are disclosed by the audit to be due and
owing to LICENSOR within thirty days of the receipt of the
report.

4    OBLIGATIONS OF LICENSEE.

     4.1 Compliance.  LICENSEE agrees that, without
limitation, any manufacture, sale, lease, use or other disposition
of Licensed Products that is not in strict accordance with the
provisions of this Agreement shall be deemed a material breach
of this Agreement.

     4.2  End Users.  LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products is
sold, leased, or otherwise disposed of by LICENSEE or its
sublicensees, to look only to LICENSEE and not to LICENSOR
or its affiliates for any claims, warranties, or liability relating to
such Licensed Products.  LICENSEE agrees to take all steps to
reasonably assure itself that Licensed Products sold, leased or
otherwise disposed of by or for LICENSEE is being used for
permitted purposes only.

     4.3 Laws and Regulations.  LICENSEE agrees that it shall
be responsible for complying with all laws and regulations
affecting the manufacture, use and sale or other disposition of
Licensed Products by LICENSEE and its sublicensees, and for
obtaining all approvals necessary from governmental agencies
and other entities.  LICENSEE agrees to maintain a file of all
such approvals and to send LICENSOR a copy of all such
approvals (including English translations thereof in the case of
approvals required by any foreign country) within 10 business
days of any written request for such copies by LICENSOR.
LICENSEE represents and warrants to LICENSOR that no
approval from any governmental agency or ministry, or from any
third party, is required to effectuate the terms of this Agreement
or the transactions contemplated hereby.

     4.4  Purchase of Components from Others.   By virtue of the
disclosure of Technical Information and information, if any,
provided from time to time by LICENSOR to LICENSEE and to
its other licensees, and each of their sublicensees and affiliates,
any component of a Light Valve, including, without limitation,
materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a "Component"), which
LICENSEE or its sublicensees makes, has made for it, or
purchases from any third party for use in Licensed Products shall
be deemed to have been manufactured at least in part using the
Technical Information provided by LICENSOR if LICENSEE or
any supplier of a Component to LICENSEE has had access to
Technical Information of any kind of LICENSOR or its licensees
and their sublicensees, consultants, subcontractors, agents or
representatives..  LICENSEE and its sublicensees each hereby
agrees that (i) all Components shall be used only in strict
accordance with the provisions of this Agreement, and that such
Components may not be used for any other purpose or resold by
LICENSEE or its sublicensees except as specifically permitted
by the license granted in Section 2.1 hereof, and (ii) LICENSEE
and its sublicensees will only look to the manufacturer or
supplier of such Component or other item used by LICENSEE or
its sublicensees and not to LICENSOR or its affiliates for any
claims, warranties, or liability relating to such Component or
other item. LICENSEE acknowledges that LICENSOR has not
made any representations or warranties regarding the availability
of any Component, or the price thereof, and that in all respects
LICENSEE shall deal directly with the suppliers of such
Components and will obtain from them information regarding
availability, pricing, and/or other terms relating to such
Components.

     4.5 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any Licensed Product or
of any material, Component, or information provided hereunder,
and LICENSEE expressly acknowledges and agrees that any
such material, Component or information provided by
LICENSOR hereunder is provided "AS IS" and that LICENSOR
makes no warranty with respect thereto and  DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED,  INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY
INABILITY TO USE IT, OR THE RESULTS OF ITS USE.
Except for any breach of the terms of this Agreement, in no
event shall any party to this Agreement be liable for any
damages, whether in contract or tort (including negligence),
including but not limited to direct, consequential, special,
exemplary, incidental and indirect damages, arising out of or in
connection with this Agreement or the use, the results of use, or
the inability to use any Licensed Product, material, Component
or information provided hereunder.

     4.6 Analysis.  LICENSEE represents and agrees that it will
only incorporate Components received from authorized suppliers
into Licensed Products and  for no other purpose, and that
LICENSEE will not directly or indirectly attempt to reverse-
engineer any material provided to it hereunder by LICENSEE or
any supplier of any Component.

     4.7  Personnel. LICENSEE agrees to assign personnel from
its technical staff  who shall be responsible for the development
of Licensed Products during the term of this Agreement.

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that
either party may adopt and use for Licensed Products or other
products incorporating Light Valves are and shall remain the
exclusive property of the adopting party, and the other party
shall not obtain any rights and license to such marks under this
Agreement, but may inform others that the adopting party has
licensed or produced Licensed Products or products
incorporating Light Valves under such mark or marks, and may
use the adopting party's logo in connection therewith.
LICENSOR may require LICENSEE or its permitted
sublicensees to indicate on packaging that such product is
licensed from Research Frontiers Incorporated or to otherwise
include language and/or designations approved by LICENSOR
indicating an affiliation with Research Frontiers Incorporated.

6    INSURANCE AND INDEMNIFICATION.

     6.1  Insurance.  LICENSEE shall maintain at all times
ample product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement.

     6.2  Indemnification.  LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"for purposes of this
Section 6.2), against any liability, damage, loss, fine, penalty,
claim, cost or expense (including reasonable costs of
investigation and settlement and attorneys', accountants' and
other experts' fees and expenses) arising out of any action or
inaction by any Indemnifying Party relating to this Agreement
including an Indemnifying Party's manufacture, sale, use, lease
or other disposition of Licensed Products,  and related materials,
or other use of the information and rights granted hereunder. Any
knowledge of LICENSEE's or its sublicensee's activities by
LICENSOR or its representatives shall in no way impose any
liability on LICENSOR or reduce the responsibilities of
LICENSEE hereunder or relieve it from any of its obligations
and warranties under this Agreement.

7    FUTURE PATENTS.

     7.1  Future Patents.  Each party, at its cost, shall have the
right to file patent applications in the United States and in
foreign countries covering any invention made by such party.

     7.2  Improvements and Modifications. (a) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and
LICENSOR after the Effective Date of this Agreement, if any,
which relate in any way to or are useful in the design, operation,
manufacture and assembly of Licensed Products, and/or to the
suspensions or other components used or usable in Licensed
Products shall not be included in this Agreement. Upon written
request by the non-inventing party, LICENSOR and LICENSEE
shall negotiate with each other regarding the grant of
nonexclusive rights and licenses to use such improvements and
modifications, but neither party shall be obligated to grant such
rights and licenses to one another.
     (b)  During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any
obligation to reveal details which would be confidential
information), at least as frequently as once a year in January of
each calendar year, if any significant improvements or
modifications have been made relating to the subject matter of
this Agreement, and as to the general nature of any such
improvements and modifications.

     (c) Notwithstanding the foregoing, LICENSOR may, but
shall not be required to, voluntarily and without additional cost
to LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE
rights in such certain future improvements and modifications,
and  any information so disclosed will be considered Technical
Information which LICENSEE shall be obligated to keep
confidential pursuant to Section 12.1 of this Agreement.  In
connection therewith, LICENSOR, may voluntarily add patents
and/or patent applications to Schedule A hereof.  No disclosure
of any information by LICENSOR shall in any way establish a
course of dealing or otherwise require LICENSOR to make any
future disclosure of information under this Agreement.

     7.3  Foreign Patent Applications.  During the term of this
Agreement, LICENSEE shall have the right to designate that any
patent application now or hereafter listed on or incorporated into
Schedule A shall be filed or maintained in any foreign country
included in the Licensed Territory. If so designated and if legally
possible to do so, LICENSOR agrees to promptly file, prosecute
and maintain such applications and resulting patents, and
LICENSEE shall pay to LICENSOR the complete cost,
including reasonable attorney's fees, to file, prosecute and
maintain any such patent application and resulting patents
specifically so designated by LICENSEE.

8    TECHNOLOGY TRANSFER.

     8.1.  Materials.  Upon request by LICENSEE, during the
term of this Agreement and when mutually convenient to
LICENSOR and LICENSEE, LICENSOR shall supply
LICENSEE with small quantities of materials related to Licensed
Products for experimental use only by LICENSEE, and shall
charge LICENSEE $750 per man/day plus the cost of any other
materials used in making such materials, plus the cost of
shipping such materials to LICENSEE.  Each invoice submitted
by LICENSOR for such service shall include detailed
explanations of the charges, and, if requested by LICENSEE,
copies of receipts. The parties acknowledge that LICENSOR has
no obligation to transfer to LICENSEE any Technical
Information other than as may be embodied in such sample
materials, and that, other than sample materials, if any, that may
be supplied by LICENSOR as aforesaid, LICENSEE will be
acquiring materials from authorized suppliers other than
LICENSOR.

     8.2 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry
by telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.

     8.3 Visits.  During all visits by either party to the facilities
of the other party, visitors shall comply with all reasonable rules
of the host company, and each party to this Agreement will
indemnify and hold the other party harmless from any liability,
claim or loss whatsoever (i) for any injury to, or, death of, any of
its employees or agents while such persons are present at the
facility of the other party; and (ii) for any damages to its own
property or to the property of any such employee or agent which
may occur during the presence of any such person at the facility
of the other party, regardless of how such damage occurs, if the
rules of the host are followed.

     8.4  Sole Purpose.  Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.

9    INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.

     9.1  Proprietary Rights: Notices.  Each party shall provide
appropriate notices of patents, or other similar notice of the
patent rights of the other party on all products utilizing the
patented inventions of the other party.  Either party may add its
own patent notice to any copy or embodiment which contains its
patented inventions.

     9.2  LICENSOR's Exclusive Ownership of Scheduled
Patents.  LICENSEE hereby acknowledges LICENSOR as
purporting to be the sole and exclusive owner of the patents and
patent applications listed on Schedule A, and that, except for the
rights granted hereunder, LICENSEE shall not have any rights or
attempt to assert any ownership rights in and to those patents and
patent applications.

10   TERM AND TERMINATION.

     10.1  Term.  The term of this Agreement shall extend from
the Effective Date of this Agreement to the date of termination of
this Agreement.  Unless sooner terminated or extended, as herein
provided for below, this Agreement shall terminate upon  the
expiration of the later of (A) the last to expire of the patents now
or hereafter listed in Schedule A hereof, and (B) the expiration of
the period in which LICENSEE is obligated to maintain
confidential Technical Information of LICENSOR pursuant to
Section 12.1 hereof.

     10.2  Termination by LICENSEE. LICENSEE may
terminate this Agreement effective as of December 31, 2005 or
as of any anniversary thereof for any reason by giving
LICENSOR prior notice thereof unless sooner terminated as
hereinafter provided.  Such notice shall be made in writing and
shall be given between 60 and 90 days prior to the effective date
for which such termination is to be effective.

     10.3  Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December
31, 2005 or as of any anniversary thereof  upon at least 30 days'
notice to LICENSEE for any reason, provided, however, that
LICENSOR shall give LICENSEE at least two years' notice of
any early termination under this Section 10.3 if LICENSEE is
producing and selling Licensed Products hereunder, and
provided further that if LICENSOR gives LICENSEE a notice of
termination pursuant to the first sentence of this Section 10.3 and
the effective termination date of such notice would be prior to
the expiration of a binding contractual obligation of LICENSEE
to supply Licensed Products to a customer of LICENSEE which
contract is in effect at the time LICENSOR's termination notice
is given,  then the LICENSEE may, by providing LICENSOR
within 10 business days with a copy of the relevant portion of
such contract, extend the effective date of LICENSOR's
termination to December 31st of the calendar year in which the
aforesaid contractual obligation of LICENSEE to its customer
expires, but in no event shall the foregoing extension imply any
extension of time beyond the time period specified in Section
10.1 above.  Notwithstanding the foregoing, LICENSOR may
terminate this Agreement at any time upon at least 30 days'
notice to LICENSEE if LICENSEE shall have failed to make
any payment when due or at any time breach any material term
of this Agreement and such payment is not made or such breach
is not cured within any applicable cure period specified in
Article 11 of this Agreement, or repeatedly provide inaccurate
reports hereunder, or if there has been a cessation by LICENSEE
of general operations or of work related to Licensed Products.
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

     10.4  Effect of Termination.  If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall
cease, and LICENSEE shall immediately return to LICENSOR
all Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and
summaries thereof; provided, however, that LICENSEE may
retain solely for archival purposes one copy of all such
documents in its legal department files, (2) at LICENSOR's
option, LICENSEE shall, within 30 days of the date of such
termination, either (A) sell and deliver to LICENSOR at
LICENSEE's direct cost of manufacture any Licensed Products
which shall then be in the possession of LICENSEE, and, if
requested by LICENSOR, LICENSEE shall finish and deliver to
LICENSOR any Licensed Products in the process of
manufacture as soon as possible and, in any case, not later than
30 days after receiving LICENSOR's request, and/or (B) with
respect to any unsold inventory and work in the process of
manufacture, to complete such work in process and sell any
remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any Licensed
Products (and Licensed Products in the process of manufacture)
not sold under this Section 10.4 and (3)  if this Agreement is
terminated for any reason on or before December 31, 2005,
LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to
grant sublicenses to others to utilize all technical information,
improvements and/or modifications  (whether or not the subject
of patents or pending patent applications) developed or invented
by or on behalf of LICENSEE and/or its sublicensees,
subcontractors, or agents hereunder through the date of such
termination of this Agreement relating to Light Valves, or
Licensed Products, and upon such termination, LICENSEE shall
provide LICENSOR in reasonable detail complete information
regarding such technical information, improvements and/or
modifications.  The foregoing license shall be self-effectuating,
but LICENSEE agrees upon written notice by LICENSOR at any
time hereafter to deliver to LICENSOR within 30 days of such
notice any document or other instrument reasonably requested by
LICENSOR to convey such license rights to LICENSOR such
as, by way of example, confirmations or instruments of
conveyance or assignment.  No termination of this Agreement by
expiration or otherwise shall release LICENSEE or LICENSOR
from any of its continuing obligations hereunder, if any, or limit,
in any way any other remedy one party may have against the
other party.  Notwithstanding the foregoing, LICENSEE's
obligations to LICENSOR under Sections 3.1, 3.5, 4.2, 4.3, 4.4,
4.5, 4.6, 6.1, 6.2, 7.2, 8.3, 8.4, 10.4, 12.1, and Articles 13 and 14
shall survive any termination or expiration of this Agreement.

11   EVENTS OF DEFAULT AND REMEDIES.

     11.1  Events of Default.  Each of the following events shall
constitute an "Event of Default" under this Agreement:

     11.1.1    (a) A party's failure to make any payment due in
a timely manner or a party's material breach or material failure
to punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach or
failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented
facts or circumstances, if curable, remain uncured thirty (30)
days after written notice of such misrepresentation is received by
the breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty
(30) days after such misrepresentation or breach at the option of
the non-breaching party; or

     11.1.2    The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's
filing of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its
filing; (c) the appointment of a receiver or trustee for such first
party which has not been rescinded within ninety (90) days of
the date of such appointment; or (d) such first party otherwise
becoming insolvent or otherwise making an assignment for the
benefit of creditors.

     11.2  Default by a Party.  If there occurs an Event of
Default with respect to a party, the other party may:

              (a)  seek damages; and/or

          (b)  seek an injunction or an order for mandatory or
specific performance; and/or

              (c)  terminate this Agreement and the licenses granted
         to LICENSEE hereunder whereupon the non-
         defaulting party shall have no further obligations under
         this Agreement except those which expressly survive
         termination, and except with respect to royalty
         payments due and owing to LICENSOR as of the
         termination date or any subsequent period specified in
         Section 10.4.

12   CONFIDENTIALITY.

     12.1  Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the later of the Effective Date of this
Agreement or the latest date of its receipt of information
disclosed to LICENSEE by LICENSOR pursuant to this
Agreement, such information shall be held in confidence;
provided, however, there shall be no obligation to treat as
confidential information which is or becomes available to the
public other than through a breach of this obligation, or which
was already possessed by LICENSEE in writing (or otherwise
provable to be in the possession of LICENSEE) prior to the
Effective Date of this Agreement (and was not received from
LICENSOR) or which is shown by LICENSEE to have been
received by it from a third party who had the legal right to so
disclose it without restrictions and without breach of any
agreement with LICENSOR or its licensees.  LICENSOR shall
affix an appropriate legend on all written documentation given to
LICENSEE which contains confidential information.
LICENSEE acknowledges that the list of patent applications
contained on Schedule A is confidential information of
LICENSOR. If confidential information is otherwise conveyed
orally by LICENSOR, LICENSOR shall specify to LICENSEE
at the time such information is being conveyed (or in a
subsequent letter referring to the conversation) that the
information conveyed is confidential.  It is understood and
agreed that, unless otherwise provided in a separate agreement
between LICENSEE and LICENSOR, LICENSEE has no
obligation hereunder to provide LICENSOR with any
confidential or proprietary information, and that LICENSOR
shall have no obligation hereunder to LICENSEE to maintain in
confidence or refrain from commercial or other use of any
information which LICENSOR is or becomes aware of under
this Agreement.  The terms and provisions of this Agreement or
any other agreement between the parties shall not be considered
confidential, and the parties hereto acknowledge that, pursuant to
the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder,  LICENSOR may file
copies of this Agreement with the Securities and Exchange
Commission and with NASDAQ and with any other stock
exchange on which LICENSOR's securities may be listed.
LICENSEE agrees that for the period of time during which
LICENSEE is obligated to keep information confidential
hereunder, LICENSEE will not make, use, sell, lease or
otherwise dispose of products using or directly or indirectly
derived from Licensed Products, Light Valves, or Components,
or which otherwise comprise suspended particles, which when
subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the suspension
("SPD Technology") unless an agreement between LICENSOR
and LICENSEE permitting it to do so is in full force and effect
and the royalties, if any, provided in such agreement are being
paid to LICENSOR on such products.  The foregoing restriction
shall not apply to products (i) which do not directly or indirectly
incorporate SPD Technology, such as, but not limited to, liquid
crystal devices, or electrochromic devices, or (ii) which
incorporate technology involving suspended particles, which
when subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the suspension
but which is independently developed and which is not in any
way directly or indirectly derived from any Technical
Information of LICENSOR or its licensees, sublicensees, or any
of their affiliates. LICENSEE shall have the burden of proving
by clear and convincing evidence that the availability of any
exception of confidentiality exists or that the foregoing
restrictions do not apply to a particular product. Nothing
contained in this section, however, shall be construed as granting
LICENSEE any rights or licenses with respect to any Technical
Information or patents of LICENSOR or its other licensees or
their sublicensees.

     (b) LICENSEE will have the right to provide materials to,
and to disclose information to, a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided
that prior to disclosing any information to said subcontractor,
said subcontractor has signed a secrecy agreement with
LICENSEE at least as protective of LICENSOR's Technical
Information as the provisions of this Agreement, including,
without limitation, said subcontractor's specific agreement to be
bound by the provisions of Section 12.1 hereof to the same
extent as LICENSEE.  For such purposes, LICENSEE may
develop a standard form of secrecy agreement for LICENSOR's
approval, after which LICENSEE may use such secrecy
agreement with all subcontractors without LICENSOR's prior
approval of the secrecy agreement being necessary. LICENSEE
shall have all subcontractors sign said secrecy agreement prior to
the disclosure of  Technical Information to said subcontractor,
and LICENSEE shall send LICENSOR a copy of every such
secrecy agreement within thirty (30) days after the execution
thereof.

13   WARRANTIES AND REPRESENTATIONS.

     13.1  Reciprocal Representations.  Each party represents
and warrants to the other that:

     13.1.1  Valid Agreement.  The execution and delivery of
this Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action by
LICENSOR and LICENSEE and this Agreement is a valid and
binding obligation enforceable against the parties in accordance
with its terms, except to the extent limited by bankruptcy,
insolvency, moratorium and other laws of general application
relating to general equitable principles;

     13.1.2 No Conflicts.  Nothing herein conflicts with its rights
and obligations pursuant to any agreement by a party and any
other entity; and

     13.1.3  Publicity. The parties shall have the right to use non-
confidential information, including but not limited to information
concerning this Agreement, for marketing, sales, technical
assistance, investor relations, disclosure and public relations
purposes, and that information permitted to be disclosed by a
party under this Section 13.1.3 may appear on such party's (or its
subsidiaries' or sublicensees') Internet web site, along with links
to the Internet web sites, and specific pages therefrom, of the
other party and its subsidiaries and sublicensees.

     13.2  LICENSOR Representations.  LICENSOR represents
and warrants, for the benefit of LICENSEE and its permitted
sublicensees, that:

     13.2.1  Title.  As of the date hereof, LICENSOR represents
and warrants that  it has the right to convey the rights and
licenses granted by this Agreement, and otherwise to perform its
obligations under this Agreement. LICENSOR has caused its
employees who are employed to do research, development, or
other inventive work to disclose to it any invention or
information within the scope of this Agreement and to assign to
it rights in such inventions and information in order that
LICENSEE shall receive, by virtue of this Agreement, the
licenses granted to it under Section 2.1 hereof.

     13.2.2  Infringement.  As of the date hereof, LICENSOR is
not aware of any claim for patent infringement or the
misappropriation of trade secrets, being asserted against it by any
third party; or of any infringement of the patents listed on
Schedule A hereto by any entity.

     13.2.3 Patents in Force.  To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.

     13.3 No Warranty.  LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a)
that LICENSEE will be able to develop, manufacture, sell or
otherwise commercialize Licensed Products, or (b) as to the
validity of any patent.

14    MISCELLANEOUS.

     14.1  Applicable Law.  This Agreement shall be interpreted,
construed, governed and enforced in accordance with and
governed by the laws of the State of New York, and LICENSOR
and LICENSEE hereby submit to the exclusive jurisdiction of
the state or federal courts located in the County of Nassau and
State of New York for such purposes.

     14.2  Confidentiality In Court Proceeding.  In order to
protect and preserve the confidential information of a party
which the parties recognize may be exchanged pursuant to the
provisions of this Agreement, the disclosing party may request,
and the receiving party shall not oppose, the court in any action
relating to this Agreement to enter a protective order to protect
information which is confidential information under Section 12.1
and to seal the record in the action or to hold the proceedings, or
portion of the proceedings, in camera; provided, that the
requested terms do not prejudice the receiving party's interests.
Nothing, however, shall preclude either party from thereafter
moving to unseal its own records or to have matter and
information designated as confidential under any relevant
protective order designated otherwise in accordance with the
circumstances as they shall appear at that time.

     14.3  Severability.  If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible
consistent with the intentions underlying the original provision.
If the remainder of this Agreement is not materially affected by
such declaration or finding and is capable of substantial
performance, then the remainder shall be enforced to the extent
permitted by law.

     14.4  Waiver.  Unless agreed to by the parties in writing to
the contrary, the failure of either party to insist in any one or
more instances upon the strict performance of any one or more of
the provisions of this Agreement, or to exercise any right
contained in this Agreement or provided by law, shall not
constitute or be construed as a waiver or relinquishment of the
performance of such provision or right or the right subsequently
to demand such strict performance or exercise of such right, and
the rights and obligations of the parties shall continue unchanged
and remain in full force and effect.

     14.5  Captions.  The captions and headings in this
Agreement are inserted for convenience and reference only and
in no way define or limit the scope or content of this Agreement
and shall not affect the interpretation of its provisions.

     14.6  Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns.  However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written
consent of LICENSOR except to a successor to substantially all
of its business relating to Light Valves and whose obligations
hereunder are guaranteed to LICENSOR by LICENSEE.
LICENSOR may assign all of its rights and obligations
hereunder to any successor to any of its business interests or to
any company controlling or controlled by LICENSOR. All
assignees shall expressly assume in writing the performance of
all the terms and conditions of this Agreement to be performed
by the assigning party, and an originally signed instrument of
such assumption and assignment shall be delivered to the non-
assigning party within 30 days of the execution of such
instrument.

     14.7  Schedules.  All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth
fully in this Agreement.

     14.8  Entire Agreement.  This Agreement constitutes the
entire understanding and agreement between LICENSOR and
LICENSEE with respect to the subject matter hereof, supersedes
all prior agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference
to this Agreement and which is executed in writing by the
parties; provided, however, that either party may unilaterally
waive in writing any provision imposing an obligation on the
other.

     14.9  Notices.  Any notice required or permitted to be given
or made in this Agreement shall be in writing and shall be
deemed given on the earliest of (i) actual receipt, irrespective of
method of delivery, (ii) on the delivery day following dispatch if
sent by express mail (or similar next day courier service), or (iii)
on the sixth day after mailing by registered or certified air mail,
return receipt requested, postage prepaid and addressed as
follows:

LICENSOR: Robert L. Saxe, President
               Research Frontiers Incorporated
               240 Crossways Park Drive
               Woodbury, New York 11797-2033 USA
               Facsimile:     (516) 364-3798
               Telephone:     (516) 364-1902

LICENSEE: Werner P. Schlecht, Managing Director
               BOS GmbH & Co. KG
               Buchenteich 3
               D-73773 Aichwald, GERMANY
               Facsimile:     +49 (0) 711 9360-1140
               Telephone:     +49 (0) 711 9360-1100

or to such substitute addresses and persons as a party may
designate to the other from time to time by written notice in
accordance with this provision.

     14.10 Bankruptcy Code.  In the event that either party
should file a petition under the federal bankruptcy laws, or that
an involuntary petition shall be filed against such party, the
parties intend that the non-filing party shall be protected in the
continued enjoyment of its rights hereunder to the maximum
feasible extent including, without limitation, if it so elects, the
protection conferred upon licensees under section 365(n) of Title
17 of the U.S. Code.  Each party agrees that it will give the other
party immediate notice of the filing of any voluntary or
involuntary petition under the federal bankruptcy laws.

     14.11  Construction.  This Agreement and the exhibits
hereto have been drafted jointly by the parties and in the event of
any ambiguities in the language hereof, there shall no be
inference drawn in favor or against either party.

     14.12  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.

     14.13 Status of the Parties.  The status of the parties under
this Agreement shall be solely that of independent contractors.
No party shall have the right to enter into any agreements on
behalf of the other party nor shall it represent to any person that
it has such right or authority.

     The parties, through their duly authorized representatives,
and intending to be legally bound, have executed this
Agreement, as of the date and year first above written,
whereupon it became effective in accordance with its terms.

RESEARCH FRONTIERS INCORPORATED



By:_____________________________________________
      Robert L. Saxe, President
      Date: February 4, 2002

BOS GmbH & Co. KG



By:___________________________________________
      Werner P. Schlecht, Managing Director
       Date: February 4, 2002

                               Schedule A
                        (As of February 4, 2002)

                LIST OF UNITED STATES, INTERNATIONAL AND
                FOREIGN PATENTS AND PATENT APPLICATIONS

                                                       Date    Expiration
Patents in the United States                           Issued  Date


4,772,103                Robert L. Saxe
               "Light Valve Containing an Improved
                   Suspension, and Liquids Therefor"   9/20/88   8/8/06


4,877,313                Robert L. Saxe et al
               "Light Polarizing Materials and
                   Suspensions Thereof"                10/31/89  2/10/09


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91  10/27/09


5,093,041                Joseph A. Check, III et al
               "Light-Polarizing Material Based on
                   Ethylene-diamine Polyacetic Acid
                   Derivatives"                        3/03/92   7/30/10


5,111,331                Paul Rosenberg
               "Electro-Optical Light Modulator"       5/05/92    7/5/09


5,130,057                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                7/14/92
10/31/06
<PAGE>
                         Schedule A (Continued)

                                                       Date    Expiration
Patents in the United States                           Issued  Date

5,279,773                Robert L. Saxe
               "Light Valve Incorporating A Suspension
                    Stabilized With A Block Polymer"   1/18/94   3/23/12


5,325,220                Robert L. Saxe
               "Light Valve With Low Emissivity
                 Coating As Electrode"                 6/28/94    3/9/13


5,463,491                Joseph A. Check III
               "Light Valve Employing a Film Comprising
                 An Encapsulated Liquid Suspension And
                      Method of Making Such Film"           10/31/95  11/6/12


5,463,492                Joseph A. Check III
               "Light Modulating Film of Improved
                       Clarity For A Light Valve"           10/31/95  11/6/12


5,461,506                Joseph A. Check III et al
               "Light Valve Suspensions Containing A
                 Trimellitate Or Trimesate And Light
                      Valves Containing The Same"           10/24/95  5/11/13


5,467,217                Joseph A. Check III et al
               "Light Valve Suspensions and Films
                 Containing UV Absorbers and Light
                     Valves Containing The Same"            11/14/95  5/11/13


5,516,463                Joseph A. Check III et al
               "Method of Making Light
                    Polarizing Particles"                   05/14/96  07/08/14


5,650,872                Robert L. Saxe et al
               "Light Valve Containing
                    Ultrafine Particles"                    07/22/97  07/22/14

5,728,251                Joseph A.  Check, III
               "Light Modulating Film of Improved
                      UV Stability For a Light Valve"       03/17/98  09/27/15

                          Schedule A (Continued)

                                                       Date    Expiration
Patents in the United States                           Issued  Date


6,114,405           Huifang Zhuang et al
               "Ultraviolet Radiation-Curable
               Light-Modulating Film for a Light
               Valve, and Method of Making Same"       09/05/00    10/09/17


6,156,239           Robert L. Saxe et al
               "Light Polarizing Material, Liquid
               Suspensions and Films Thereof, and Light
               Valve Incorporating Same"               12/05/00     2/26/19


6,271,956B1              Robert L. Saxe et al
               "Method and Materials for Enhancing the
               Adhesion of SPD Films and Light Valves
               Comprising Same"                        08/07/01    03/02/20

6,301,040           Srinivasan Chakrapani et al
               "SPD Films Having Improved Properties and
                     Light Valves Comprising Same"     10/09/01    05/24/20

6,334,967 B1             Robert L. Saxe et al
               "Light Polarizing Particles of Improved
                     Particle Size Distribution"       01/01/02   12/21/20
                    (See also listing for PCT/US99/15508)




                   PENDING UNITED STATES APPLICATIONS

Serial Number                                               Filing Date

[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

In addition to the patents and patent applications listed above, Research
Frontiers Incorporated has purchased from Glaverbel, SA a number of
patents and patent applications which are in the process of being
assigned to Research Frontiers Incorporated.  This Schedule A will be
amended in the future to include such patents and patent applications
when such assignments are complete and a final list is made available to
Research Frontiers Incorporated.

*-indicates a patent

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex10-22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
  [EXHIBIT 10.22- Certain portions of this document have been
  omitted in the publicly filed version of this document  pursuant
to  the Registrant's request for confidential treatment and filed
  separately with the Securities and Exchange Commission.]

               SPD SMART WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                         ISOCLIMA S.P.A.

     This License Agreement ("Agreement") effective as of
March 5, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
ISOCLIMA S.P.A., a corporation organized under the laws of
Italy ("LICENSEE").

                                 RECITALS

     WHEREAS, LICENSOR has been engaged in research and
development in the application of physicochemical concepts to
Light Valves and Licensed Products (both as hereinafter
defined) and of methods and apparatus relating to products
incorporating such concepts; and is possessed of and can convey
information and know-how for such products and rights to
manufacture, use and sell such products; and

     WHEREAS, LICENSEE is interested in manufacturing and
selling Licensed Products; and

     WHEREAS, LICENSEE desires to acquire from
LICENSOR, and LICENSOR desires to grant to LICENSEE,
certain rights and licenses with respect to such technology of
LICENSOR;

     NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1    DEFINITIONS.

        The following terms when used herein shall have the
respective meanings set forth in this Article 1.

The "Effective Date" of this Agreement shall be the date which
is the last date of formal execution of this Agreement by duly
authorized representatives of the parties to this Agreement as
indicated on the signature page of this Agreement.

"Licensed Product" means a Light Valve Architectural Window
Product or a Light Valve Transportation Vehicle Window
Product  incorporating a Light Valve.  The term "Licensed
Product" shall not include Light Valves used or intended for use
in any product other than as specifically defined herein, such as
other window products not specifically defined herein, including
but not limited to windows for aircraft,  space craft and space-
stations, and non-window products such as but not limited to
displays, eyewear, sunvisors, toys, mirrors or filters for scientific
instruments, lamps or contrast enhancement of displays.  The
term "display" means any device for displaying letters, numbers,
images or other indicia or patterns.  Nothing contained herein
shall permit LICENSEE to sell, lease, or otherwise dispose of a
Light Valve which is not combined or intended to be combined
as described above into a Light Valve Architectural Window
Product or a Light Valve Transportation Vehicle Window
Product.

"Licensed Territory " means all countries of the world except
North and South Korea.

"Light Valve" means a variable light transmission device
comprising: a cell including cell walls, containing or adapted to
contain an activatable material, described hereinafter, such that a
change in the optical characteristics of the activatable material
affects the characteristics of light absorbed by, transmitted
through and/or reflected from the cell; means incorporated in or
on the cell, or separate therefrom for applying an electric or
magnetic field to the activatable material within the cell; and
coatings, (including, but not limited to, electrodes), spacers,
seals, electrical and/or electronic components, and other
elements incorporated in or on the cell.  The activatable
material, which the cell contains or is adapted to contain,
includes in it solid suspended particles, which when subjected to
a suitable electric or magnetic field, orient to produce a change
in the optical characteristics of the device, and may be in the
form a liquid suspension, gel, film or other material.

"Light Valve Architectural Window Product" means a Light
Valve used or intended for use solely as a window integrally
incorporated in, or attached as a fixture to the external structure
or internal structure of any building, whether permanent or
temporary, and whether above or below ground.

"Light Valve Transportation Vehicle Window Product" means a
Light Valve used or intended for use solely as a window
(including sunroofs and window panes which are an integral part
of the internal or external structure) integrally incorporated in a
transportation vehicle of a type not designed or primarily
intended for military use. The term "Light Valve Transportation
Vehicle Window Product" shall not include a Light Valve used
or intended for use as a sunvisor, but may include Light Valves
which are used or intended for use in a non-military
transportation vehicle as, or as part of, or are laminated to, or
whose surface area is primarily attached to, a window, sunroof
or windshield. The term "transportation vehicle" shall mean
passenger cars, recreational vehicles, boats, trucks, mobile
cranes, and trains, but shall not include other types of vehicles
such as aircraft, space craft and space-stations.

The "Net Selling Price" of a Licensed Product on which
royalties are payable shall be the larger of the following: (A) the
genuine selling price of LICENSEE and its sublicensees
hereunder (including amounts charged for any wiring,
installation, and related services provided by LICENSEE and its
sublicensees hereunder) f.o.b. factory at which nonaffiliated
customers are billed in the usual course of business for a
Licensed Product, as packed for shipment to the customer; (B)
the genuine selling price of LICENSEE and its sublicensees
hereunder (including amounts charged for any wiring,
installation, and related services provided by LICENSEE and its
sublicensees hereunder) f.o.b. factory at which nonaffiliated
customers are billed in the usual course of business for a
Licensed Product, as packed for shipment to the customer,
multiplied by
a fraction, the numerator of which is the direct cost of all
components included in the window associated with the
incorporation of a Light Valve, and the denominator of which is
the total direct cost for such product; and (C) $100 per window.
The aforementioned $100 figure specified in clauses (A) and (C)
above shall be adjusted upward as of each January 1st hereafter
beginning on January 1, 2003 by any increase in the Producer
Price Index for Finished Goods (the "Index") for the 12 month
period ending in December of the prior year, prepared by the
Bureau of Labor Statistics of the United States Department of
Labor (or if the Index is not then being published, the most
nearly comparable successor index).  In calculating a genuine
selling price of a product for the above calculation, such price
may be reduced only by the applicable proportions of the
following if, and to the extent that, amounts in respect thereof
are reflected in such selling price: (i) normal trade discounts
actually allowed; (ii) sales, use or excise and added value taxes
and custom duties paid; (iii) if the genuine selling price is other
than f.o.b. factory, amounts paid for f.o.b. transportation of the
product to the customer's premises or place of installation or
delivery; (iv) insurance costs and the costs of packing material,
boxes, cartons and crates required for shipping; provided,
however, that for purposes of this calculation, the genuine
selling price of a product may not be less than 90% of the gross
selling price of said product after all deductions therefrom, if
any.  If a product is leased, sold, used or otherwise disposed of
on terms not involving a bona fide arm's length sale to an
unaffiliated third party, then the Net Selling Price for such
transactions shall be deemed to be the Net Selling Price as
defined above for identical products sold to a nonaffiliated
customer nearest to the date of such lease, sale, use, or other
disposition.

"Technical Information" means all useful information relating to
apparatus, methods, processes, practices, formulas, techniques,
procedures, patterns, ingredients, designs and the like including
(by way of example) drawings, written recitations of data,
specifications, parts, lists, assembly procedures, operating and
maintenance manuals, test and other technical reports, know-
how of LICENSOR, and the like owned or controlled by
LICENSOR, to the extent they exist, that relate to Light Valves,
Licensed Products and/or to the suspensions or other
components used or usable for Licensed Products or Light
Valves including, but not limited to, particles, particle
precursors, coatings, polymers, liquid suspensions and
suspending liquids, or any combination thereof, and that consist
of concepts invented or developed by LICENSOR.  Know-how
of LICENSOR's suppliers and of LICENSOR's other licensees
and their sublicensees under licenses from LICENSOR shall not
be considered Technical Information owned or controlled by
LICENSOR.

2    GRANT OF LICENSE.

     2.1  License.  During the term of this Agreement,
LICENSOR hereby grants LICENSEE a non-exclusive right and
license to use (a) all of the Technical Information, if any,
(subject to Section 8.1 hereof), furnished by LICENSOR
pursuant to this Agreement, and (b) any invention claimed in (i)
any of the unexpired patents now or hereafter listed on Schedule
A attached hereto or (ii) unexpired patents which issue from
pending patent applications now or hereafter listed in Schedule
A, and any continuations, continuations-in-part, divisions,
reissues, reexaminations, or extensions thereof to make, have
made, and to lease, sell, or otherwise dispose of Licensed
Products in the Licensed Territory.

     2.2   No Other Rights.  LICENSEE agrees that, except for
the specific licenses granted to it under Section 2.1 hereof for
use in Licensed Products, LICENSEE has not acquired any
rights or licenses under this Agreement to use Light Valves or
any components thereof made by or for LICENSEE or its
sublicensees pursuant to this Agreement.

     2.3  Sublicenses.  LICENSEE shall have the right to grant
non-exclusive sublicenses to any of its wholly-owned and
controlled subsidiaries, whose obligations to LICENSOR
hereunder LICENSEE hereby guarantees, and which
acknowledges to LICENSOR in writing that it wishes to become
a sublicensee hereunder prior to doing so and agrees to be bound
by the terms and conditions of this Agreement. All sublicenses
shall (i) be non-exclusive, (ii) shall terminate with the
termination of the rights and licenses granted to LICENSEE
under Section 2.1 hereof, and be otherwise limited in accordance
with the limitations and restrictions which are imposed on the
rights and licenses granted to LICENSEE hereunder, (iii)
contain confidentiality provisions no less protective than those
contained in Section 12.1 hereof, and (iv) shall contain such
other terms, conditions, and licenses as are necessary to enable
LICENSEE to fulfill its obligations hereunder. LICENSEE shall
send LICENSOR a copy of every sublicense agreement or other
agreement entered into by LICENSEE in connection with a
sublicense hereunder within thirty (30) days of the execution
thereof.  LICENSOR may terminate any such sublicense if there
is any change in the ownership or control of a sublicensee.

3    ROYALTY PAYMENTS, REPORTS AND RECORD-
KEEPING.

     3.1 Royalties and Reports on Net Sales.  During the term of
this Agreement, LICENSEE agrees to pay LICENSOR an
earned royalty which shall be five percent (5%) of the Net
Selling Price of Licensed Products which embody, or the
manufacture of which utilizes, any of the rights granted under
Section 2.1 hereof, and which are manufactured by or for
LICENSEE and sold, leased, used or otherwise disposed of by
or for LICENSEE or a permitted sublicensee.  Payments under
this Section 3.1 shall be made on a quarterly basis and made
within 45 days after the end of the calendar quarter in which
such Licensed Products were sold, leased, used or otherwise
disposed of by or for LICENSEE or a permitted sublicensee
hereunder.  Each royalty payment shall be in U.S. dollars and
shall be accompanied by a statement by LICENSEE showing in
reasonable detail the amount of Licensed Products sold, used,
leased or otherwise disposed of by or for LICENSEE and its
sublicensees during the preceding quarter, any deductions taken
or credits applied, and the currency exchange rate used to report
sales made in currencies other than U.S. dollars.  LICENSEE
shall use the exchange rates for buying U.S. dollars in effect on
the last day of each quarter, as specified in The New York
Times.  The first such statement shall cover the period from the
Effective Date of this Agreement to the end of the first calendar
quarter in which a Licensed Product is sold, used, leased or
otherwise disposed of by or for LICENSEE or its sublicensees.
LICENSEE shall also furnish to LICENSOR at the same time it
becomes available to any third party, a copy of each brochure,
price list, advertisement or other marketing and promotional
materials prepared, published or distributed by LICENSEE or its
sublicensees relating to Licensed Products.

     3.2 Initial Fee and Minimum Annual Royalties - Regardless
of whether LICENSEE is selling any Licensed Products, during
the term of this Agreement LICENSEE agrees to pay
LICENSOR the initial license fee of [Confidential Information
Omitted and filed separately with the Securities and Exchange
Commission]

     3.3 Time and Method of Payment.[Confidential
Information Omitted and filed separately with the Securities and
Exchange Commission]   All other payments shall be due on the
date specified in this Agreement, or if no date is specified,
within 30 days of invoice. All payments made to LICENSOR
shall be paid by wire transfer of immediately available funds to
the account of Research Frontiers Incorporated at Chase
Manhattan Bank, 6040 Tarbell Road, Syracuse, New York
13206, Account No.: 825-624-290, ABA Wire Code No.: 021
000 021, or to such other account or place, as LICENSOR may
specify in a notice to LICENSEE.

     3.4 Sales, Use and Returns.  Licensed Products shall be
considered as sold, leased or used and royalties shall accrue on
the earlier of when such Licensed Products are billed out, or
when delivered, shipped or mailed to the customer.  If as a result
of a price reduction or a return of Licensed Products previously
sold, a credit or refund to a customer is given on part or all of
the sale price of such Licensed Products, a credit shall be
allowed against royalties accruing thereafter under this
Agreement equal to the royalty paid on that part of the sales
price so credited or refunded.

     3.5  Recordkeeping.  LICENSEE shall keep and shall cause
each sublicensee to keep for six (6) years after the date of
submission of each statement supported thereby, true and
accurate records, files and books of accounts that relate to
Licensed Products, all data reasonably required for the full
computation and verification of the Net Selling Price of
Licensed Products, deductions therefrom and royalties to be
paid, as well as the other information to be given in the
statements herein provided for, and shall permit LICENSOR or
its duly authorized representatives, upon reasonable notice,
adequately to inspect the same at any time during usual business
hours.  LICENSOR and LICENSEE agree that an independent
certified public accounting firm (selected by LICENSOR from
the largest ten certified public accounting firms in the United
States of America or Italy) may audit such records, files and
books of accounts to determine the accuracy of the statements
given by LICENSEE pursuant to Section 3.1 hereof.  Such an
audit shall be made upon reasonable advance notice to
LICENSEE and during usual business hours no more frequently
than annually.  The cost of the audit shall be borne by
LICENSOR,  unless the audit shall disclose a breach by
LICENSEE of any term of this Agreement, or an underpayment
error in excess of two percent of the total monies paid to
LICENSOR by LICENSEE during the audited period, in which
case LICENSEE shall bear the full cost of such audit.
LICENSEE agrees to pay LICENSOR all additional monies that
are disclosed by the audit to be due and owing to LICENSOR
within thirty days of the receipt of the report.

4    OBLIGATIONS OF LICENSEE.

     4.1 Compliance.  LICENSEE agrees that, without
limitation, any manufacture, sale, lease, use or other disposition
of Licensed Products that is not in strict accordance with the
provisions of this Agreement shall be deemed a material breach
of this Agreement.

     4.2  End Users.  LICENSEE agrees to require all direct
recipients of Licensed Products to whom Licensed Products is
sold, leased, or otherwise disposed of by LICENSEE or its
sublicensees, to look only to LICENSEE and not to LICENSOR
or its affiliates for any claims, warranties, or liability relating to
such Licensed Products.  LICENSEE agrees to take all steps to
reasonably assure itself that Licensed Products sold, leased or
otherwise disposed of by or for LICENSEE is being used for
permitted purposes only.

     4.3 Laws and Regulations.  LICENSEE agrees that it shall
be solely responsible for complying with all laws and
regulations affecting the manufacture, use and sale or other
disposition of Licensed Products by LICENSEE and its
sublicensees, and for obtaining all approvals necessary from
governmental agencies and other entities.  LICENSEE agrees to
maintain a file of all such approvals and to send LICENSOR a
copy of all such approvals (including English translations
thereof in the case of approvals required by any foreign country)
within 10 business days of any written request for such copies
by LICENSOR.  LICENSEE represents and warrants to
LICENSOR that no approval from any governmental agency or
ministry, or from any third party, is required to effectuate the
terms of this Agreement or the transactions contemplated
hereby.

     4.4  Purchase of Components from Others.   By virtue of
the disclosure of Technical Information and information, if any,
provided from time to time by LICENSOR to LICENSEE and to
its other licensees, and each of their sublicensees and affiliates,
any component of a Light Valve, including, without limitation,
materials, suspensions, films, polymers, coatings, particle
precursors, and particles (each, a "Component"), which
LICENSEE or its sublicensees makes, has made for it, or
purchases from any third party for use in Licensed Products
shall be deemed to have been manufactured at least in part using
the Technical Information provided by LICENSOR if
LICENSEE or any supplier of a Component to LICENSEE has
had access to Technical Information of any kind of LICENSOR
or its licensees and their sublicensees, consultants,
subcontractors, agents or representatives..  LICENSEE and its
sublicensees each hereby agrees that (i) all Components shall be
used only in strict accordance with the provisions of this
Agreement, and that such Components may not be used for any
other purpose or resold by LICENSEE or its sublicensees except
as specifically permitted by the license granted in Section 2.1
hereof, and (ii) LICENSEE and its sublicensees will only look to
the manufacturer or supplier of such Component or other item
used by LICENSEE or its sublicensees and not to LICENSOR
or its affiliates for any claims, warranties, or liability relating to
such Component or other item. LICENSEE acknowledges that
LICENSOR has not made any representations or warranties
regarding the availability of any Component, or the price
thereof, and that in all respects LICENSEE shall deal directly
with the suppliers of such Components and will obtain from
them information regarding availability, pricing, and/or other
terms relating to such Components.

     4.5 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any Licensed Product or
of any material, Component, or information provided hereunder,
and LICENSEE expressly acknowledges and agrees that any
such material, Component or information provided by
LICENSOR hereunder is provided "AS IS" and that LICENSOR
makes no warranty with respect thereto and  DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED,  INCLUDING BUT
NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT THERETO, ITS USE OR ANY
INABILITY TO USE IT, OR THE RESULTS OF ITS USE.
Except for any breach of the terms of this Agreement, in no
event shall any party to this Agreement be liable for any
damages, whether in contract or tort (including negligence),
including but not limited to direct, consequential, special,
exemplary, incidental and indirect damages, arising out of or in
connection with this Agreement or the use, the results of use, or
the inability to use any Licensed Product, material, Component
or information provided hereunder.

     4.6 Analysis.  LICENSEE represents and agrees that it will
only incorporate Components received from authorized
suppliers into Licensed Products and  for no other purpose, and
that  LICENSEE will not directly or indirectly attempt to
reverse-engineer any material provided to it hereunder by
LICENSEE or any supplier of any Component.

     4.7  Personnel. LICENSEE agrees to assign personnel from
its technical staff  who shall be responsible for the development
of Licensed Products during the term of this Agreement.

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that
either party may adopt and use for Licensed Products or other
products incorporating Light Valves are and shall remain the
exclusive property of the adopting party, and the other party
shall not obtain any rights and license to such marks under this
Agreement, but may inform others that the adopting party has
licensed or produced Licensed Products or products
incorporating Light Valves under such mark or marks, and may
use the adopting party's logo in connection therewith.
LICENSOR may require LICENSEE or its permitted
sublicensees to indicate on packaging that such product is
licensed from Research Frontiers Incorporated or to otherwise
include language and/or designations approved by LICENSOR
indicating an affiliation with Research Frontiers Incorporated.

6    INSURANCE AND INDEMNIFICATION.

     6.1  Insurance.  LICENSEE shall maintain at all times
ample product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement.

     6.2  Indemnification.  LICENSEE, and its affiliates,
successors and assigns and sublicensees (each, an "Indemnifying
Party"), each hereby indemnify and agree to hold harmless
LICENSOR and its shareholders, officers, directors, agents and
employees (each, an "Indemnified Party"), against any liability,
damage, loss, fine, penalty, claim, cost or expense (including
reasonable costs of investigation and settlement and attorneys',
accountants' and other experts' fees and expenses) arising out of
any action or inaction by any Indemnifying Party relating to this
Agreement including an Indemnifying Party's manufacture,
sale, use, lease or other disposition of Licensed Products,  and
related materials, or other use of the information and rights
granted hereunder. Any knowledge of LICENSEE's or its
sublicensee's activities by LICENSOR or its representatives
shall in no way impose any liability on LICENSOR or reduce
the responsibilities of LICENSEE hereunder or relieve it from
any of its obligations and warranties under this Agreement.

7    FUTURE PATENTS.

     7.1  Future Patents.  Each party, at its cost, shall have the
right to file patent applications in the United States and in
foreign countries covering any invention made by such party.

     7.2  Improvements and Modifications. (a) Any future
improvements or modifications invented or developed by or on
behalf of LICENSEE, LICENSEE's sublicensees and
LICENSOR after the Effective Date of this Agreement, if any,
which relate in any way to or are useful in the design, operation,
manufacture and assembly of Licensed Products, and/or to the
suspensions or other components used or usable in Licensed
Products shall not be included in this Agreement. Upon written
request by the non-inventing party, LICENSOR and LICENSEE
shall negotiate with each other regarding the grant of
nonexclusive rights and licenses to use such improvements and
modifications, but neither party shall be obligated to grant such
rights and licenses to one another.

     (b)  During the term of this Agreement each of the parties
hereto agrees to inform the other in writing (without any
obligation to reveal details which would be confidential
information), at least as frequently as once a year in January of
each calendar year, if any significant improvements or
modifications have been made relating to the subject matter of
this Agreement, and as to the general nature of any such
improvements and modifications.

     (c) Notwithstanding the foregoing, LICENSOR may, but
shall not be required to, voluntarily and without additional cost
to LICENSEE disclose certain information relating to future
improvements and modifications and license to LICENSEE
rights in such certain future improvements and modifications,
and  any information so disclosed will be considered Technical
Information which LICENSEE shall be obligated to keep
confidential pursuant to Section 12.1 of this Agreement.  In
connection therewith, LICENSOR, may voluntarily add patents
and/or patent applications to Schedule A hereof.  No disclosure
of any information by LICENSOR shall in any way establish a
course of dealing or otherwise require LICENSOR to make any
future disclosure of information under this Agreement.

     7.3  Foreign Patent Applications.  During the term of this
Agreement, LICENSEE shall have the right to designate that
any patent application now or hereafter listed on or incorporated
into Schedule A shall be filed or maintained in any foreign
country included in the Licensed Territory. If so designated and
if legally possible to do so, LICENSOR agrees to promptly file,
prosecute and maintain such applications and resulting patents,
and LICENSEE shall pay to LICENSOR the complete cost,
including reasonable attorney's fees, to file, prosecute and
maintain any such patent application and resulting patents
specifically so designated by LICENSEE.

8    TECHNOLOGY TRANSFER.

     8.1.  Materials.  Upon request by LICENSEE, during the
term of this Agreement and when mutually convenient to
LICENSOR and LICENSEE, LICENSOR shall supply
LICENSEE with small quantities of materials related to
Licensed Products for experimental use only by LICENSEE,
and shall charge LICENSEE $750 per man/day plus the cost of
any other materials used in making such materials, plus the cost
of shipping such materials to LICENSEE.  Each invoice
submitted by LICENSOR for such service shall include detailed
explanations of the charges, and, if requested by LICENSEE,
copies of receipts. The parties acknowledge that LICENSOR has
no obligation to transfer to LICENSEE any Technical
Information other than as may be embodied in such sample
materials, and that, other than sample materials, if any, that may
be supplied by LICENSOR as aforesaid, LICENSEE will be
acquiring materials from authorized suppliers other than
LICENSOR.

     8.2 Inquiries. LICENSEE and LICENSOR may also at any
time during the term of this Agreement make reasonable inquiry
by telephone, facsimile or mail to one another in regard to any
information or data furnished pursuant to this Agreement.

     8.3 Visits.  During all visits by either party to the facilities
of the other party, visitors shall comply with all reasonable rules
of the host company, and each party to this Agreement will
indemnify and hold the other party harmless from any liability,
claim or loss whatsoever (i) for any injury to, or, death of, any
of its employees or agents while such persons are present at the
facility of the other party; and (ii) for any damages to its own
property or to the property of any such employee or agent which
may occur during the presence of any such person at the facility
of the other party, regardless of how such damage occurs, if the
rules of the host are followed.

     8.4  Sole Purpose.  Any documentation or information
supplied pursuant to this Agreement by either party to the other
shall be used solely for the purposes set forth in this Agreement.

9    INTELLECTUAL PROPERTY PROTECTION
RESPONSIBILITIES.

     9.1  Proprietary Rights: Notices.  Each party shall provide
appropriate notices of patents, or other similar notice of the
patent rights of the other party on all products utilizing the
patented inventions of the other party.  Either party may add its
own patent notice to any copy or embodiment which contains its
patented inventions.

     9.2  LICENSOR Exclusive Owner.  LICENSEE hereby
acknowledges LICENSOR as purporting to be the sole and
exclusive owner of the patents and patent applications listed on
Schedule A, and that, except for the rights granted hereunder,
LICENSEE shall not have any rights or attempt to assert any
ownership rights in and to those patents and patent applications.

10   TERM AND TERMINATION.

     10.1  Term.  The term of this Agreement shall extend from
the Effective Date of this Agreement to the date of termination
of this Agreement.  Unless sooner terminated or extended, as
herein provided for below, this Agreement shall terminate upon
the expiration of the later of (A) the last to expire of the patents
now or hereafter listed in Schedule A hereof, and (B) the
expiration of the period in which LICENSEE is obligated to
maintain confidential Technical Information of LICENSOR
pursuant to Section 12.1 hereof.

     10.2  Termination by LICENSEE. LICENSEE may
terminate this Agreement effective as of December 31, 2005 or
as of any anniversary thereof by giving LICENSOR prior notice
thereof unless sooner terminated as hereinafter provided.  Such
notice shall be made in writing and shall be given between 60
and 90 days prior to the effective date for which such
termination is to be effective. If LICENSEE decides to terminate
this Agreement for any reason, LICENSEE shall provide
LICENSOR, along with the aforementioned notice of
termination, with a written report describing the reasons for such
termination.

     10.3  Termination by LICENSOR. LICENSOR may
terminate this Agreement at any time effective as of December
31, 2005 or as of any anniversary thereof  upon at least 30 days'
notice to LICENSEE for any reason, provided, however, that
LICENSOR shall give LICENSEE at least one years' notice of
any termination under this Section 10.3 if LICENSEE is
producing and selling Licensed Products hereunder.
[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]   Notwithstanding the
foregoing, LICENSOR may  terminate this Agreement at any
time upon at least 30 days' notice to LICENSEE if LICENSEE
shall have failed to make any payment when due or at any time
breach any material term of this Agreement and such payment is
not made or such breach is not cured within any applicable cure
period specified in Article 11 of this Agreement, or repeatedly
provide inaccurate reports hereunder, or if there has been a
cessation by LICENSEE of general operations or of work
related to Licensed Products.

     10.4  Effect of Termination.  If this Agreement expires or is
terminated for any reason whatsoever, in addition to any other
remedies which one party may have against the other: (1) all of
LICENSEE's rights and licenses under this Agreement shall
cease, and LICENSEE shall immediately return to LICENSOR
all Technical Information furnished to LICENSEE under this
Agreement, together with all reproductions, copies and
summaries thereof; provided, however, that LICENSEE may
retain solely for archival purposes one copy of all such
documents in its legal department files, (2) at LICENSOR's
option, LICENSEE shall, within 30 days of the date of such
termination, either (A) sell and deliver to LICENSOR at
LICENSEE's direct cost of manufacture any Licensed Products
which shall then be in the possession of LICENSEE, and, if
requested by LICENSOR, LICENSEE shall finish and deliver to
LICENSOR any Licensed Products in the process of
manufacture as soon as possible and, in any case, not later than
30 days after receiving LICENSOR's request, and/or (B) with
respect to any unsold inventory and work in the process of
manufacture, to complete such work in process and sell any
remaining inventory during the period not to exceed six months
from the date of termination or expiration of this Agreement
provided that at the completion of such six-month period,
LICENSEE shall promptly destroy and dispose of any Licensed
Products (and Licensed Products in the process of manufacture)
not sold under this Section 10.4 and (3)  if this Agreement is
terminated for any reason on or before December 31, 2005,
LICENSEE hereby grants to LICENSOR a nonexclusive,
royalty-free, irrevocable, worldwide license with the right to
grant sublicenses to others to utilize all technical information,
improvements and/or modifications  (whether or not the subject
of patents or pending patent applications) developed or invented
by or on behalf of LICENSEE and/or its sublicensees,
subcontractors, or agents hereunder through the date of such
termination of this Agreement relating to Light Valves, or
Licensed Products, and upon such termination, LICENSEE shall
provide LICENSOR in reasonable detail complete information
regarding such technical information, improvements and/or
modifications.  The foregoing license shall be self-effectuating,
and LICENSEE agrees upon written notice by LICENSOR at
any time hereafter to deliver to LICENSOR within 30 days of
such notice any document or other instrument reasonably
requested by LICENSOR to convey such license rights to
LICENSOR such as, by way of example, confirmations or
instruments of conveyance or assignment.  No termination of
this Agreement by expiration or otherwise shall release
LICENSEE or LICENSOR from any of its continuing
obligations hereunder, if any, or limit, in any way any other
remedy one party may have against the other party.
Notwithstanding the foregoing, LICENSEE's obligations to
LICENSOR under Sections 3.1, 3.5, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1,
6.2, 7.2, 8.3, 8.4, 10.4, 12.1, and Articles 13 and 14 shall survive
any termination or expiration of this Agreement.

11   EVENTS OF DEFAULT AND REMEDIES.

     11.1  Events of Default.  Each of the following events shall
constitute an "Event of Default" under this Agreement:

     11.1.1    (a) A party's failure to make any payment due in
a timely manner or a party's material breach or material failure
to punctually perform any of its duties and obligations under this
Agreement, which material breach or failure, if curable, remains
uncured for thirty (30) days after written notice of such breach
or failure is received by the breaching party; or (b) a material
misrepresentation is made by a party in any representation or
warranty contained in this Agreement and the misrepresented
facts or circumstances, if curable, remain uncured thirty (30)
days after written notice of such misrepresentation is received
by the breaching party; and, in either case, if such breach or
misrepresentation is not curable, termination shall occur thirty
(30) days after such misrepresentation or breach at the option of
the non-breaching party; or

     11.1.2    The failure by a party upon request to provide the
other party with adequate assurances of its performance of all
obligations under this Agreement upon: (a) such first party's
filing of a voluntary petition in bankruptcy; (b) the filing of any
involuntary petition to have such first party declared bankrupt
which has not been dismissed within ninety (90) days of its
filing; (c) the appointment of a receiver or trustee for such first
party which has not been rescinded within ninety (90) days of
the date of such appointment; or (d) such first party otherwise
becoming insolvent or otherwise making an assignment for the
benefit of creditors.

     11.2  Default by a Party.  If there occurs an Event of
Default with respect to a party, the other party may:

               (a)  seek damages; and/or

     (b)  seek an injunction or an order for mandatory or
specific performance; and/or

               (c)  terminate this Agreement and the licenses granted to
          LICENSEE hereunder whereupon the non-defaulting
          party shall have no further obligations under this
          Agreement except those which expressly survive
          termination, and except with respect to royalty
          payments due and owing to LICENSOR as of the
          termination date or any subsequent period specified in
          Section 10.4.

12   CONFIDENTIALITY.

     12.1  Confidential Information. (a) LICENSEE agrees for
itself, its sublicensees, and their employees and agents that for
twenty (20) years from the later of the Effective Date of this
Agreement or the latest date of its receipt of information
disclosed to LICENSEE by LICENSOR pursuant to this
Agreement, such information shall be held in confidence;
provided, however, there shall be no obligation to treat as
confidential information which is or becomes available to the
public other than through a breach of this obligation, or which
was already possessed by LICENSEE in writing (or otherwise
provable to be in the possession of LICENSEE) prior to the
Effective Date of this Agreement (and was not received from
LICENSOR) or which is shown by LICENSEE to have been
received by it from a third party who had the legal right to so
disclose it without restrictions and without breach of any
agreement with LICENSOR or its licensees.  LICENSOR shall
affix an appropriate legend on all written documentation given
to LICENSEE which contains confidential information.
LICENSEE acknowledges that the list of patent applications
contained on Schedule A is confidential information of
LICENSOR. If confidential information is otherwise conveyed
orally by LICENSOR, LICENSOR shall specify to LICENSEE
at the time such information is being conveyed (or in a
subsequent letter referring to the conversation) that the
information conveyed is confidential.  It is understood and
agreed that, unless otherwise provided in a separate agreement
between LICENSEE and LICENSOR, LICENSEE has no
obligation hereunder to provide LICENSOR with any
confidential or proprietary information, and that LICENSOR
shall have no obligation hereunder to LICENSEE to maintain in
confidence or refrain from commercial or other use of any
information which LICENSOR is or becomes aware of under
this Agreement.  The terms and provisions of this Agreement or
any other agreement between the parties shall not be considered
confidential, and the parties hereto acknowledge that, pursuant
to the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder,  LICENSOR may file
copies of this Agreement with the Securities and Exchange
Commission and with NASDAQ and with any other stock
exchange on which LICENSOR's securities may be listed.
LICENSEE agrees that for the period of time during which
LICENSEE is obligated to keep information confidential
hereunder, LICENSEE will not make, use, sell, lease or
otherwise dispose of products using or directly or indirectly
derived from Licensed Products, Light Valves, or Components,
or which otherwise comprise suspended particles, which when
subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the suspension
("SPD Technology") unless an agreement between LICENSOR
and LICENSEE permitting it to do so is in full force and effect
and the royalties, if any, provided in such agreement are being
paid to LICENSOR on such products.  The foregoing restriction
shall not apply to products (i) which do not directly or indirectly
incorporate SPD Technology, such as, but not limited to, liquid
crystal devices, or electrochromic devices, or (ii) which
incorporate technology involving suspended particles, which
when subjected to a suitable electric or magnetic field, orient to
produce a change in the optical characteristics of the suspension
but which is independently developed and which is not in any
way directly or indirectly derived from any Technical
Information of LICENSOR or its licensees, sublicensees, or any
of their affiliates. LICENSEE shall have the burden of proving
by clear and convincing evidence that the availability of any
exception of confidentiality exists or that the foregoing
restrictions do not apply to a particular product. Nothing
contained in this section, however, shall be construed as
granting LICENSEE any rights or licenses with respect to any
Technical Information or patents of LICENSOR or its other
licensees or their sublicensees.

     (b) LICENSEE will have the right provide materials to, and
to disclose information, to a subcontractor relating to this
Agreement; provided, however, that LICENSEE shall only
disclose such information as is strictly necessary to enable said
subcontractor to perform its manufacturing task, and provided
that prior to disclosing any information to said subcontractor,
said subcontractor has signed a secrecy agreement with
LICENSEE at least as protective of LICENSOR's Technical
Information as the provisions of this Agreement, including,
without limitation, said subcontractor's specific agreement to be
bound by the provisions of Section 12.1 hereof to the same
extent as LICENSEE.  For such purposes, LICENSEE may
develop a standard form of secrecy agreement for LICENSOR's
approval, after which LICENSEE may use such secrecy
agreement with all subcontractors without LICENSOR's prior
approval of the secrecy agreement being necessary. LICENSEE
shall have all subcontractors sign said secrecy agreement prior
to the disclosure of  Technical Information to said subcontractor,
and LICENSEE shall send LICENSOR a copy of every such
secrecy agreement within thirty (30) days after the execution
thereof.

13   WARRANTIES AND REPRESENTATIONS.

     13.1  Reciprocal Representations.  Each party represents
and warrants to the other that:

     13.1.1  Valid Agreement.  The execution and delivery of
this Agreement by the officer or representative so doing, and the
consummation of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action by
LICENSOR and LICENSEE and this Agreement is a valid and
binding obligation enforceable against the parties in accordance
with its terms, except to the extent limited by bankruptcy,
insolvency, moratorium and other laws of
general application relating to general equitable principles;

     13.1.2 No Conflicts.  Nothing herein conflicts with its
rights and obligations pursuant to any agreement by a party and
any other entity; and

     13.1.3  Publicity. The parties shall have the right to use
non-confidential information, including but not limited to
information concerning this Agreement, for marketing, sales,
technical assistance, investor relations, disclosure and public
relations purposes, and that information permitted to be
disclosed by a party under this Section 13.1.3 may appear on
such party's (or its subsidiaries' or sublicensees') Internet web
site, along with links to the Internet web sites, and specific pages
therefrom, of the other party and its subsidiaries and
sublicensees.

     13.2  LICENSOR Representations.  LICENSOR represents
and warrants, for the benefit of LICENSEE, that:

     13.2.1  Title.  As of the date hereof, LICENSOR represents
and warrants that  it has the right to convey the rights and
licenses granted by this Agreement, and otherwise to perform its
obligations under this Agreement. LICENSOR has caused its
employees who are employed to do research, development, or
other inventive work to disclose to it any invention or
information within the scope of this Agreement and to assign to
it rights in such inventions and information in order that
LICENSEE shall receive, by virtue of this Agreement, the
licenses granted to it under Section 2.1 hereof.

     13.2.2  Infringement.  As of the date hereof, LICENSOR is
not aware of any claim for patent infringement or the
misappropriation of trade secrets, being asserted against it by
any third party; or of any infringement of the patents listed on
Schedule A hereto by any entity.

     13.2.3 Patents in Force.  To the best of LICENSOR's
knowledge, all of the patents listed on Schedule A hereto are
currently in force.

     13.3 No Warranty.  LICENSOR and LICENSEE make no
guaranty or warranty to one another under this Agreement (a)
that LICENSEE will be able to develop, manufacture, sell or
otherwise commercialize Licensed Products, or (b) as to the
validity of any patent.

14    MISCELLANEOUS.

     14.1  Applicable Law.  This Agreement shall be
interpreted, construed, governed and enforced in accordance
with and governed by the laws of the State of New York, and
LICENSOR and LICENSEE hereby submit to the exclusive
jurisdiction of the state or federal courts located in the County of
Nassau and State of New York for such purposes.

     14.2  Confidentiality In Court Proceeding.  In order to
protect and preserve the confidential information of a party
which the parties recognize may be exchanged pursuant to the
provisions of this Agreement, the disclosing party may request,
and the receiving party shall not oppose, the court in any action
relating to this Agreement to enter a protective order to protect
information which is confidential information under Section
12.1 and to seal the record in the action or to hold the
proceedings, or portion of the proceedings, in camera; provided,
that the requested terms do not prejudice the receiving party's
interests.  Nothing, however, shall preclude either party from
thereafter moving to unseal its own records or to have matter
and information designated as confidential under any relevant
protective order designated otherwise in accordance with the
circumstances as they shall appear at that time.

     14.3  Severability.  If any provision of this Agreement is
declared or found to be illegal, unenforceable or void, the parties
shall negotiate in good faith to agree upon a substitute provision
that is legal and enforceable and is as nearly as possible
consistent with the intentions underlying the original provision.
If the remainder of this Agreement is not materially affected by
such declaration or finding and is capable of substantial
performance, then the remainder shall be enforced to the extent
permitted by law.

     14.4  Waiver.  Unless agreed to by the parties in writing to
the contrary, the failure of either party to insist in any one or
more instances upon the strict performance of any one or more
of the provisions of this Agreement, or to exercise any right
contained in this Agreement or provided by law, shall not
constitute or be construed as a waiver or relinquishment of the
performance of such provision or right or the right subsequently
to demand such strict performance or exercise of such right, and
the rights and obligations of the parties shall continue
unchanged and remain in full force and effect.

     14.5  Captions.  The captions and headings in this
Agreement are inserted for convenience and reference only and
in no way define or limit the scope or content of this Agreement
and shall not affect the interpretation of its provisions.

     14.6  Assignment. This Agreement shall be binding on and
shall inure to the benefit of the parties and their successors and
assigns.  However, LICENSEE agrees that it shall not assign this
Agreement or its rights hereunder without the prior written
consent of LICENSOR except to a successor to substantially all
of its business relating to Light Valves and whose obligations
hereunder are guaranteed to LICENSOR by LICENSEE.
LICENSOR may assign all of its rights and obligations
hereunder to any successor to any of its business interests or to
any company controlling or controlled by LICENSOR. All
assignees shall expressly assume in writing the performance of
all the terms and conditions of this Agreement to be performed
by the assigning party, and an originally signed instrument of
such assumption and assignment shall be delivered to the non-
assigning party within 30 days of the execution of such
instrument.

     14.7  Schedules.  All Schedules attached to this Agreement
shall be deemed to be a part of this Agreement as if set forth
fully in this Agreement.

     14.8  Entire Agreement.  This Agreement constitutes the
entire understanding and agreement between LICENSOR and
LICENSEE with respect to the subject matter hereof, supersedes
all prior agreements, proposals, understandings, letters of intent,
negotiations and discussions with respect to the subject matter
hereof and can be modified, amended, supplemented or changed
only by an agreement in writing which makes specific reference
to this Agreement and which is executed in writing by the
parties; provided, however, that either party may unilaterally
waive in writing any provision imposing an obligation on the
other.

     14.9  Notices.  Any notice required or permitted to be given
or made in this Agreement shall be in writing and shall be
deemed given on the earliest of (i) actual receipt, irrespective of
method of delivery, (ii) on the delivery day following dispatch if
sent by express mail (or similar next day courier service), or (iii)
on the sixth day after mailing by registered or certified air mail,
return receipt requested, postage prepaid and addressed as
follows:

LICENSOR: Robert L. Saxe, Chairman
               Research Frontiers Incorporated
               240 Crossways Park Drive
               Woodbury, New York 11797-2033 USA
                                        Facsimile:     (516) 364-3798
                                        Telephone:     (516) 364-1902

LICENSEE: Alberto Bertolini, General Manager
               Isoclima S.p.A.
               Via A. Volta
               14-35042 Este (PD), Italy
               Facsimile: 0039 0429 3878
               Telephone: 0039 0429 4188

or to such substitute addresses and persons as a party may
designate to the other from time to time by written notice in
accordance with this provision.

     14.10 Bankruptcy Code.  In the event that either party
should file a petition under the federal bankruptcy laws, or that
an involuntary petition shall be filed against such party, the
parties intend that the non-filing party shall be protected in the
continued enjoyment of its rights hereunder to the maximum
feasible extent including, without limitation, if it so elects, the
protection conferred upon licensees under section 365(n) of
Title 17 of the U.S. Code.  Each party agrees that it will give the
other party immediate notice of the filing of any voluntary or
involuntary petition under the federal bankruptcy laws.

     14.11  Construction.  This Agreement and the exhibits
hereto have been drafted jointly by the parties and in the event
of any ambiguities in the language hereof, there shall no be
inference drawn in favor or against either party.

     14.12  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.

     14.13 Status of the Parties.  The status of the parties under
this Agreement shall be solely that of independent contractors.
No party shall have the right to enter into any agreements on
behalf of the other party nor shall it represent to any person that
it has such right or authority.

     The parties, through their duly authorized representatives,
and intending to be legally bound, have executed this
Agreement, as of the date and year first above written,
whereupon it became effective in accordance with its terms.

RESEARCH FRONTIERS INCORPORATED



By:_____________________________________________
      Robert L. Saxe, Chairman
      Date: March 11, 2002

ISOCLIMA S.P.A.



By:___________________________________________
      Augusto Gasparetto
      Chairman
      Date: March 5, 2002

                               Schedule A
                         (As of March 7, 2002)

                LIST OF UNITED STATES, INTERNATIONAL AND
                FOREIGN PATENTS AND PATENT APPLICATIONS

                                                       Date
Expiration
Patents in the United States
     Issued  Date


4,772,103                Robert L. Saxe
               "Light Valve Containing an Improved
                   Suspension, and Liquids Therefor"
     9/20/88   8/8/06


4,877,313                Robert L. Saxe et al
               "Light Polarizing Materials and
                       Suspensions Thereof"                10/31/89   2/10/09


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                     3/26/91  10/27/09


5,093,041                Joseph A. Check, III et al
               "Light-Polarizing Material Based on
                   Ethylene-diamine Polyacetic Acid
                   Derivatives"                             3/03/92  7/30/10


5,111,331                Paul Rosenberg
               "Electro-Optical Light Modulator"            5/05/92   7/5/09


5,130,057                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                     7/14/92   10/31/06

                         Schedule A (Continued)

                                                       Date   Expiration
Patents in the United States                           Issued  Date

5,279,773                Robert L. Saxe
               "Light Valve Incorporating A Suspension
                    Stabilized With A Block Polymer"     1/18/94   3/23/12


5,325,220                Robert L. Saxe
               "Light Valve With Low Emissivity
                       Coating As Electrode"             6/28/94   3/9/13


5,463,491                Joseph A. Check III
               "Light Valve Employing a Film Comprising
                 An Encapsulated Liquid Suspension And
                        Method of Making Such Film"      10/31/95  11/6/12


5,463,492                Joseph A. Check III
               "Light Modulating Film of Improved
                         Clarity For A Light Valve"      10/31/95  11/6/12


5,461,506                Joseph A. Check III et al
               "Light Valve Suspensions Containing A
                 Trimellitate Or Trimesate And Light
                        Valves Containing The Same"      10/24/95  5/11/13


5,467,217                Joseph A. Check III et al
               "Light Valve Suspensions and Films
                 Containing UV Absorbers and Light
                        Valves Containing The Same"      11/14/95  5/11/13


5,516,463                Joseph A. Check III et al
                         "Method of Making Light
                      Polarizing Particles"              5/14/96  07/08/14


5,650,872                Robert L. Saxe et al
               "Light Valve Containing
                    Ultrafine Particles"                07/22/97  07/22/14

5,728,251                Joseph A.  Check, III
               "Light Modulating Film of Improved
                       UV Stability For a Light Valve"  03/17/98  09/27/15

                          Schedule A (Continued)

                                                       Date   Expiration
Patents in the United States                           Issued  Date

5,764,402      Jean-Francois Thomas; Pierre Vezin
                   "Optical Cell Control System"      06/09/98 xx/xx/xx

5,838,482      Daniel Decroupet; Pierre Laroche
              "Optical Cell"                          11/17/98 xx/xx/xx

5,691,849      Rene Ledroit; Jean-Francois Thomas;
               Andre Hecq
               "Rear-View Assembly for a Vehicle
                   and an Adaptor Therefor"           11/25/97 xx/xx/xx

6,114,405           Huifang Zhuang et al
               "Ultraviolet Radiation-Curable
               Light-Modulating Film for a Light
               Valve, and Method of Making Same"     09/05/00  10/09/17


6,156,239           Robert L. Saxe et al
               "Light Polarizing Material, Liquid
               Suspensions and Films Thereof, and Light
                Valve Incorporating Same"               12/05/00    2/26/19


6,271,956B1              Robert L. Saxe et al
               "Method and Materials for Enhancing the
               Adhesion of SPD Films and Light Valves
                Comprising Same"                        08/07/01   03/02/20

6,301,040           Srinivasan Chakrapani et al
               "SPD Films Having Improved Properties and
                     Light Valves Comprising Same"      10/09/01  05/24/20

6,334,967 B1             Robert L. Saxe et al
               "Light Polarizing Particles of Improved
                           Particle Size Distribution"  01/01/02  12/21/20
                    (See also listing for PCT/US99/15508)




                   PENDING UNITED STATES APPLICATIONS

Serial Number                                               Filing Date



[Confidential Information Omitted and filed separately with the
Securities and Exchange Commission]

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>9
<FILENAME>ex23kpmg.txt
<DESCRIPTION>EXHIBIT 23-CONSENT OF KPMG
<TEXT>
                              INDEPENDENT AUDITORS' CONSENT




  The Board of Directors
  Research Frontiers Incorporated

  We consent to incorporation by reference in the registration statements
  (No. 33-53030, 33-86910, 333-08623, 333-34163, 333-80575 and 333-63374)
  on Form S-8 and (No. 333-40369 and 333-65219 ) on Form S-3 of Research
  Frontiers Incorporated of our report dated March 1, 2002 relating to the
  consolidated balance sheets of Research Frontiers Incorporated and subsidiary
  as of December 31, 2001 and 2000 and the related consolidated statements of
  operations, shareholders' equity and cash flows for each of the years in the
   three-year period ended December 31, 2001, which report appears in the
  December 31, 2001 annual report on Form 10-K of Research Frontiers
  Incorporated.


                              /s/ KPMG LLP
                                  KPMG LLP

  Melville, New York
  March 27, 2002

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
