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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000793524-03-000004.txt : 20030328
<SEC-HEADER>0000793524-03-000004.hdr.sgml : 20030328
<ACCEPTANCE-DATETIME>20030328113622
ACCESSION NUMBER:		0000793524-03-000004
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030328

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-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09399
		FILM NUMBER:		03623354

	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-K
<SEQUENCE>1
<FILENAME>rfi10k02.txt
<DESCRIPTION>RESEARCH FRONTIERS DECEMBER 31, 2002 FORM 10-K
<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, 2002 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]

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
Yes __ No   X

As of March 27, 2003 there were 12,247,879 shares of Research
Frontiers Incorporated common stock outstanding.  The
aggregate market value of the voting and non-voting common
equity held by non-affiliates was $171,786,056 computed in
accordance with the rules of the SEC by reference to the closing
price of the Company's common stock as of June 28, 2002.  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."

                              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 our suspended particle technology for
controlling the amount of light passing through a device. Such
suspended particle devices are often referred to as "SPDs," "light
valves," or "SPD-Smart " products.

     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.

     As a result of our efforts over the years, Research Frontiers
Incorporated has become the world's leader in suspended-particle-
device development and research, and licenses its light-control
technology to other companies. Currently, our 21 licensees are
categorized into three main areas: emulsion, film, and end-product.
Our emulsion makers produce the basic chemicals-the SPD
particles and the various special polymers that work in conjunction
with such particles. The film makers use a thin layer of emulsion
which is coated and cured between two sheets of plastic film to
form an SPD film that allows users to control the amount of light
passing through such film. The end-product licensees then
incorporate such SPD light-control film into a variety of SPD-
Smart products.

     The past two years have been important for Research
Frontiers as we moved from being a company with a technology
under development to a company with products using our
technology being sold by our licensees. Awareness of SPD
technology is at an all-time high. The technology has also recently
received some prestigious awards, including the Best of What's
New Award  for home technology products from Popular Science
and being named one of the top new technologies for 2002 by the
Society of Automotive Engineers.

     In the preceding year, SPD-Smart windows were installed in
business and commercial aircraft, as well as in architectural,
automotive and appliance glass projects. SPD technology is a
horizontal "enabling" technology cutting across many industries
which has wide commercial applications in many types of products
where variable light transmission is desired, such as:

- --"smart" windows, skylights and sunshades for the architectural,
   aircraft, marine, automotive and appliance industries;
- -- variable light transmission sunglasses, goggles and other eyewear;
- -- self-dimmable automotive sunroofs, sunvisors and rear-view mirrors; and
- -- flat panel information displays for use in billboards, scoreboards,
   point-of-purchase advertising displays, traffic signs,
   computers, televisions, telephones, PDAs and other electronic instruments.

     Various licensees of Research Frontiers have developed SPD-
Smart windows and other products.  Several of our licensees have
already sold aircraft, architectural, and automotive windows, as
well as glass doors for appliances using SPD technology. Also,
prototypes of flat panel displays, eyewear, and self-dimming
automotive rear-view mirrors have 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. In April 2001, Hankuk Glass Industries, Inc., a
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. Some of our
licensees consider the exact stage of development, product
introduction strategies and timetables, and other plans to be
proprietary or secret, and as such cannot be disclosed by the
Company until such licensees make their own public
announcements or product launches. During 2002, marketing
campaigns and product launches by our licensees have been
announced under the indicated trademarks for their SPD-Smart
products:

Licensee                           Trademark
Cricursa Cristales Curvados        Cri-Regulite (tm)
InspecTech Aero Service            SPD-Equipped(tm) , I-Shade (tm)
Razor's Edge Technologies          New-View(tm), Smart-Shade(tm)
SPD Systems Inc.                   Health Smart(tm),VectorLux(tm),InstaTint(tm)
ThermoView Industries              Alter-Lite)tm)

In addition, Research Frontiers introduced various marketing
programs under the following trademarks:  SPD-Smart(tm), The
View of the Future - Everywhere you Look(tm), Powered by SPD(tm),
and Visit SmartGlass.com - to change your view of the World(tm).

     Our licensee InspecTech Aero Service Inc. reported that they
have received FAA certification for, and have already installed
SPD-Smart windows on various aircraft. InspecTech reports
having installed or currently engineering  SPD-Smart windows for
the following aircraft:

- --Airbus A320/380
- --Bell/Textron 430 Helicopter
- --Boeing 747, 757, BBJ 737
- --Bombardier Global Ex
- --Cessna Citations 525,525A, 550,  Excel, and CX
- --Gulfstream (all models)
- --Learjet 20/30 Series
- --Piaggio P-180 Avanti, and Pilatus PC-12
- --Raytheon King Air, Hawker, Beechjets and other models

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

Licensee                 Products Covered                              Territory

American Glass Products  Architectural and automotive windows (2002)   Worldwide
                                                                  (except Korea)
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)

BRG Group, Ltd.          Architectural and automotive windows (2002)   Worldwide
                                                                  (except Korea)

Cricursa Cristales Curvados Architectural and automotive windows(2002) Worldwide
                                                                  (except Korea)

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 licensees(1999)                         Worldwide

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

Isoclima S.p.A.       Architectural and automotive windows; SPD        Worldwide
                      emulsion and film for other licensees (2002)(except Korea)

Laminated Technologies Inc. SPD film lamination for
                            other licensees (2002)                     Worldwide

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

Razor's Edge Technologies     Architectural windows (2002)             Worldwide
                                                                  (except Korea)

SPD Systems, Inc.    Architectural, appliance and marine windows (2002)Worldwide
                                                                  (except Korea)

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 the
extent that any current or future 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 emulsions 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 for such products.  The Company cannot predict when
or if new license agreements will be entered into or the extent to
which 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, 2003, 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 believes that its SPD light valve technology
has 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 such as changes in lighting or temperature.  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 and
low ends of the temperature range in which smart windows are
normally expected to operate.

     The active, user-controllable technologies are sometimes
referred to as "smart" technologies. These active technologies are
far more useful because they can be controlled electrically by a
user with  a manual adjustment or automatically when coupled
with a timer or sensing device such as a photocell, motion detector
or thermostat. There are three main types of active devices which
are compared below:

- --Electrochromic devices (EC)
- --Liquid crystal devices (LC)
- --Suspended-particle devices (SPD)

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:

- --faster response time;
- --lower estimated costs;
- --more reliable performance over a wider temperature range;
- --capability of achieving darker off-states;
- --lower current drain;
- --higher estimated battery life in applications where batteries are used;
- --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;
- --SPD technology is a film-based technology that can be applied
  to plastic as well as glass, and which can be applied to curved as
  well as flat surfaces.

Many companies with substantially greater resources than
Research Frontiers such as 3M, Asahi Glass, Gentex Corp.,
Pilkington, PPG Industries, and other large corporations have
pursued or are pursuing projects in the electrochromic area.  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 Glass, 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
where SPD windows have been sold for a fraction of this price),
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;
- --have less haze;
- --operate over a wider temperature range;
- --use less power;
- --permit an infinite number of intermediate states between a transparent state
  and a dark blue state, rather than being just "on"or "off" like LC windows.

     In the flat panel display market, the Company also 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
$28.8 billion for 2002.  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 has 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:

- --higher contrast and brightness;
- --a wider angle of view;
- --lower estimated production costs;
- --a less complex fabrication procedure;
- --the ability to function over a wider temperature range;
- --the ability to make displays without using sheet polarizers or
  alignment layers;
- --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.

     LCDs and other types of displays, liquid crystal windows, 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 performance 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.  Based upon the current
SPD-Smart products being sold by various of its licensees, the
Company believes that the state of development of its technology is
sufficiently advanced, but that further improvements will result in
accelerated market penetration.  The Company intends to continue
its research and development efforts for the foreseeable future to
improve its SPD light valve technology and thereby assist our
licensees in the product development, sales and marketing of various
existing and new SPD-Smart products.

     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 $1,859,000, $2,223,000, and
$2,271,000 during the years ended December 31, 2002, 2001, and
2000, respectively, for research and development.  Research
Frontiers plans to engage in substantial continuing research and
development activities.

Patents and Proprietary Information

     The Company has 27 United States patents in force. Three
United States and eight international patent applications are pending.
The Company's United States patents expire at various dates from
2006 through 2021.  The Company has approximately 170 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 2003, 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 March 3, 2003.
Subject to certain exceptions listed in the Rights Plan, if a person or
group has acquired beneficial ownership of, or commences a tender
or exchange offer for, 15% 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 $120 worth of common stock for $60.
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 $120
worth of common stock of the acquiring company for $60.  The
Rights will expire at the close of business on February 18, 2013,
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 $.0001 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 $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, 2003, there were 12,247,879 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, 2001                10.50          24.25
          June 30, 2001                 17.00          30.00
          September 30, 2001             9.00          29.00
          December 31, 2001             13.15          19.00
          March 31, 2002                15.31          21.00
          June 30, 2002                 11.09          18.60
          September 30, 2002             6.35          15.25
          December 31, 2002              7.81          11.76

         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, 2003, there were 624 holders of record of the Company's
common stock.   The Company estimates that there are approximately 9,800
beneficial holders of the Company's common stock.

(c)  Dividends

     The Company did not pay dividends on its common stock in 2002 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,
                               2002        2001     2000         1999     1998
Statement of Operations Data:
 Fee income                  $217,519   $142,002 $ 333,652 $ 128,096  $ 108,735
 Operating expenses (1)     2,631,139  3,155,305 3,375,638 2,008,611  1,750,674
 Research and development(1)1,859,030  2,223,425 2,270,584 1,567,758  1,527,953
 Non-recurring non-cash
  compensation expense (2)       --         --  3,133,748    671,052         --
                          4,490,169  5,378,730  8,779,970  4,247,421  3,278,627
 Operating loss          (4,272,650)(5,236,728)(8,446,318)(4,119,325)(3,169,892)
 Net investment income(3)   321,534    696,058    878,518    386,303    460,572
 Other income                    --         --         --         --     91,379

 Net loss                (3,951,116)(4,540,670)(7,567,800)(3,733,022)(2,617,941)
 Basic and diluted net
  loss per common share        (.33)      (.38)      (.63)      (.34)      (.24)
 Dividends per share             --         --         --         --          --

                                              As of December 31,
                            2002        2001        2000       1999      1998
Balance Sheet Data:
Total current assets    $5,293,629 $8,272,677 $15,358,819 $9,695,137 $6,728,453
Total assets             6,267,051  9,324,902  15,729,127 10,037,063  7,021,291
Long-term debt, including
    accrued interest            --         --          --         --         --
Total shareholders'equity5,974,466  9,049,920  14,737,917  9,507,736  6,740,489


(1)  Research and development expenses for 1999 include $289,177
     paid by the Company for 74 patents and patent applications
     acquired from Glaverbel, SA. During 2002, the Company
     reclassified costs associated with patents and patent applications
     from research and development expenses to operating expenses.
     The amount of patent costs reclassified from research and
     development expense to operating expense for the years ended
     December 31, 2001, 2000, 1999 and 1998 was approximately
     $411,000, $348,000, $404,000 and $119,000, respectively.

(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 2002, 2001, 2000, 1999, and 1998
     includes $64,608, $0, $0, $95,001, and $50,968, respectively, of
     interest income received from officers of the Company upon
     payment of notes receivable.

     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 indirect 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 Emerging Issues Task
Force 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 Company applies the cost method of accounting for its
minority equity interest in SPD Inc., a subsidiary of Hankuk Glass
Industries, Inc.  Because no public market exists for the common
stock of SPD Inc., the Company reviews the operating
performance, financing and forecasts for such entity in assessing
the net realizable value of this investment.  As a result, any
significant change in the above could lead to an impairment charge
in future periods.

  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.

Controls and Procedures

  We maintain a system of controls and procedures designed to
provide reasonable assurance as to the reliability of the financial
statements and other disclosures included in this report, as well as
to safeguard assets from unauthorized use or disposition. We
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures under the supervision and with
the participation of management, including our Chief Executive
Officer, within 90 days prior to the filing date of this report. Based
upon that evaluation, our Chief Executive Officer  concluded that
our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in
our periodic Securities and Exchange Commission filings. No
significant changes were made to our internal controls or other
factors that could significantly affect these controls subsequent to
the date of their evaluation.

Results of Operations

Year ended December 31, 2002 Compared to the Year ended December 31, 2001

  The Company's fee income from licensing activities for 2002
was $217,519, as compared to $142,002 for 2001.  This increase
in fee income was primarily the result of new license agreements
entered into in 2002 and minimum annual royalties paid by end-
product licensees. In addition, the Company recorded a small
amount of royalty income related to sales of licensed products by
its licensees in the fourth quarter of 2002 which exceeded their
minimum annual royalty payments. 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 $524,166 for 2002 to
$2,631,139 from $3,155,305 for  2001. This decrease was
primarily the result of lower payroll, patent, insurance, office,
public relations, and directors expenses, offset somewhat by
increased legal, consulting and marketing expenses.

  Research and development expenditures decreased by
$364,395 to $1,859,030 for  2002 from $2,223,425 for 2001. This
decrease was primarily the result of lower payroll expenses and
materials costs.

  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. No
amounts were accrued under a similar bonus plan with respect to
2002.

  The Company's net gain from its investing activities for 2002
was $256,926  as compared to a net gain from its investing
activities of $696,058 for 2001. This difference was primarily due
to a lower level of average investment balances in 2002 compared
to 2001, lower prevailing interest rates, and a decline in the market
value of an equity security. In addition, during 2002 the Company
recorded $64,608 of interest income on notes receivable from its
officers which were repaid in the fourth quarter.

  As a consequence of the factors discussed above, the
Company's net loss was $3,951,116 ($0.33 per share) for 2002 as
compared to  $4,540,670 ($0.38 per share) for 2001.

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 $220,333 for 2001 to
$3,155,305 from $3,375,638 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,
patent and insurance expenses.

  Research and development expenditures decreased modestly
in 2001 to $2,223,425 from $2,270,584 for 2000. This decrease
was primarily the result of lower costs of materials and lower
consulting expenses, offset partially by higher payroll and
insurance 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.

  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.

  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.

Financial Condition, Liquidity and Capital Resources

  During 2002, the Company's cash and cash equivalent
balance increased by $4,264,361,  principally as a result of
proceeds received from sale of $6,991,771 of available-for-sale
securities, and $3,175,362 of proceeds received, net of expenses,
from the issuance of common stock upon the exercise of options
and warrants, and the repayment by two executive officers in cash
of $217,569 in principal and interest on loans previously made to
such officers, offset by cash used to fund the Company's operating
activities of $3,730,366, and the repurchase and subsequent
retirement of $2,354,608 worth of the Company's common stock
in the open market. At December 31, 2002, the Company had
working capital of $5,001,044 and its shareholders' equity was
$5,974,466.

  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.

  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. As of
March 27, 2003, 456,717 shares remained registered for future
issuance under the Class A Warrant.

  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 were capped
at a recipient's salary in the case of employees of the Company,
and were capped at $60,000 in the case of non-employee directors
and certain employees of the Company. 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 2002
bonus plan, in order to insure that bonuses are not paid based upon
temporary fluctuations in the market value of the Company,
bonuses under the 2002 bonus plan would 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). No bonuses were paid in 2002
in connection with these plans, and on November 6, 2002, the
Company's Board of Directors voted to terminate this bonus plan
with respect to 2003 and replace it with a general bonus plan under
which bonuses are awarded to employees of the Company for
outstanding achievement including technical accomplishments,
sales and revenue growth, and other performance milestones. All
employees of the Company are eligible to receive bonuses under
this plan and the bonuses shall not exceed $300,000 in the
aggregate for 2003.

     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 15 months (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 2002, the Financial Accounting Standards Board
issued Statement No. 146, Accounting for Costs Associated with
Exit or Disposal Activities ("SFAS No. 146").  SFAS No. 146 will
spread out the reporting of expenses relating to restructurings
initiated after 2002, because commitment to a plan to exit an
activity or dispose of long-lived assets will no longer be enough to
record a liability for the anticipated costs.  Instead, companies will
record exit and disposal costs when they are "incurred" and can be
measured at fair value, and they will subsequently adjust the
recorded liability for changes in estimated cash flows. The
Company is required to adopt the provisions of SFAS No. 146 as
of January 1, 2003.  The Company does not believe that the
adoption of SFAS No. 146 will have any impact on the Company's
consolidated financial statements as no planned restructuring
charges currently exist.

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 loaned two officers an aggregate of $152,961. Each of
the aforementioned loans were made in April 1997 or prior thereto;
were due in January 2003; relate to the purchase of common stock
of the Company; were collateralized by the pledge of shares of
common stock of the Company; could be prepaid in part or in full
without notice or penalty; were 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
permited repayment of the loan by delivery of securities of the
Company having a fair market value equal to the balance of the
loan outstanding. On November 8, 2002, one of these officers,
Joseph M. Harary, paid the Company $192,171 in cash in payment
in full of all principal and accrued interest on the loans made by
the Company to Mr. Harary. On December 16, 2002, the other
officer, Robert L. Saxe, paid the Company $25,398 in cash in
payment in full of all principal and accrued interest on the loans
made by the Company to Mr. Saxe.

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
money market funds or 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, 2003, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 12, 2003.

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, 2003, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 12, 2003.  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, 2003, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 12, 2003.

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, 2003, in
connection with the Company's Annual Meeting of Stockholders
scheduled to be held on June 12, 2003.

                                  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 consolidated 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

Consolidated Financial Statements:

    Consolidated Balance Sheets,
         December 31, 2002 and 2001. . . . . . . . . . . . . . . . .      F-2

    Consolidated Statements of Operations,
         Years ended December 31, 2002, 2001 and 2000                     F-3

    Consolidated Statements of Shareholders' Equity,
         Years ended December 31, 2002, 2001 and 2000                     F-4

    Consolidated Statements of Cash Flows,
         Years ended December 31, 2002, 2001 and 2000                     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.

 4.2.1  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.

 4.2.2  Rights Agreement dated as of February 18, 2003 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 24, 2003, 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.
        Previously filed as an exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December
        31, 1998 and incorporated herein by reference.

 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.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December
        31, 2001 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.

 10.18  License Agreement effective as of March 21, 2001
        between the Company and InspecTech Aero Service, Inc.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December
        31, 2001 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.

 10.19  License Agreement effective as of March 28, 2001
        between the Company and Film Technologies
        International, Inc.  Previously filed as an Exhibit to the
        Company's Annual Report on Form 10-K for the fiscal
        year ended December 31, 2001 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.

 10.20  License Agreement effective as of November 29, 2001
        between the Company and Avery Dennison Corporation.
        Previously filed as an Exhibit to the Company's Annual
        Report on Form 10-K for the fiscal year ended December
        31, 2001 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.

 10.21  License Agreement effective as of February 4, 2002
        between the Company and BOS 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, 2001 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.

 10.22  License Agreement effective as of March 11, 2002
        between the Company and Isoclima S.p.A.  Previously
        filed as an Exhibit to the Company's Annual Report on
        Form 10-K for the fiscal year ended December 31, 2001
        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.

10.23   License Agreement effective as of July 2, 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, and
        incorporated herein by reference.

10.24   License Agreement effective as of August 19, 2002
        between the Company and Razor's Edge Technologies,
        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, and incorporated
        herein by reference.

10.25   License Agreement effective as of October 7, 2002
        between the Company and American Glass Products
        (Glass Technology Investment Ltd.).  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, and
        incorporated herein by reference.

10.26   License Agreement effective as of October 7, 2002
        between the Company and SPD Systems, 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, and incorporated herein by reference.

10.27   License Agreement effective as of October 24, 2002
        between the Company and Cricursa Cristales Curvados
        S.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, and incorporated
        herein by reference.

10.28   License Agreement effective as of December 9, 2002
        between the Company and BRG Group, Ltd.  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, and incorporated herein by reference.

10.29   License Agreement effective as of December 13, 2002
        between the Company and Laminated Technologies 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, and incorporated herein by reference.

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
February 24, 2003 regarding the adoption of the Company's
Current Stockholder Rights 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, 2003

     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, 2003
   Robert M. Budin

/s/Joseph M. Harary           Director           March 27, 2003
   Joseph M. Harary

/s/Victor F. Keen             Director           March 27, 2003
   Victor F. Keen

/s/Albert P. Malvino          Director           March 27, 2003
   Albert P. Malvino

/s/Robert L. Saxe             Director, Chairman March 27, 2003
   Robert L. Saxe             and Treasurer



                   CERTIFICATION

I, Robert L. Saxe, the Chief Executive Officer and Chief
Accounting Officer of Research Frontiers Incorporated ("RFI")
certify that;

1. I have reviewed this Annual Report on Form 10-K of RFI for the
fiscal year ended December 31, 2002 (the "Report"),


2.Based on my knowledge, this Report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this Report;


3. Based on my knowledge, the financial statements, and other
financial information included in this Report, fairly present in all
material respects the financial condition, results of operations and
cash flows of RFI as of, and for, the periods presented in this
Report;


4.I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-
14 and 15d-14) for RFI and I have:

a) designed such disclosure controls and procedures to ensure
that material information relating to RFI, including its
consolidated subsidiary, is made known to me by others
within those entities, particularly during the period in which
this Report is being prepared;


b) evaluated the effectiveness of RFI's disclosure controls and
procedures as of a date within 90 days prior to the filing date
of this Report (the "Evaluation Date"); and


c) presented in this Report my conclusions about the
effectiveness of the disclosure controls and procedures based
on my evaluation as of the Evaluation Date;


5. I have disclosed, based on our most recent evaluation, to RFI's
auditors and audit committee of RFI's Board of Directors:


a) all significant deficiencies in the design or operation of
internal controls which could adversely affect RFI's ability
to record, process, summarize and report financial data and
have identified for RFI's auditors any material weaknesses
in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in RFI's
internal controls; and

6. I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of my most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.



Dated: March 27, 2003

/s/ Robert L. Saxe
    Robert L. Saxe
    Chairman and Chief Executive Officer,
    Treasurer and Principal Accounting Officer

EXHIBIT 99.1
                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In  connection  with the Annual  Report of Research Frontiers
Incorporated (the "Company") on Form 10-K for the fiscal year
ended December 31, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Robert
L. Saxe, Chairman of the Board and Chief  Executive Officer of the
Company, certify,  pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.   The Report fully complies with the  requirements of Section
     13(a) or 15(d), as applicable, of the Securities Exchange Act
     of 1934; and

2.   The information  contained in the Report fairly  presents,  in
     all material respects, the financial condition and results of
     operations of the Company.


/s/ Robert L. Saxe
    Robert L. Saxe
    Chairman of the Board and Chief Executive Officer
    March 27, 2003


                       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,
2002 and 2001, 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, 2002.  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,
2002 and 2001 and the results of their operations and their cash
flows for each of the years in the three-year period ended
December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.


                              /s/ KPMG LLP


Melville, New York
February 21, 2003

                     RESEARCH FRONTIERS INCORPORATED

                       Consolidated Balance Sheets

                        December 31, 2002 and 2001

                         Assets                                2002        2001
Current assets:
 Cash and cash equivalents                          $     5,117,571    853,210
 Marketable investment securities-available for sale         11,250  7,083,606
 Receivable from warrant exercise pending settlement             --    164,311
 Royalty receivables                                        138,147     37,500
 Prepaid expenses and other current assets                   26,661    134,050
              Total current assets                        5,293,629  8,272,677

Investment in SPD Inc., at cost                             750,002    750,002
Fixed assets, net                                           200,815    279,618
Deposits and other assets                                    22,605     22,605
              Total assets                          $     6,267,051  9,324,902

          Liabilities and Shareholders' Equity

Current liabilities:
 Accounts payable                                   $        88,609     79,197
 Deferred revenue                                            12,000     37,500
 Accrued expenses and other                                 191,976    158,285
              Total liabilities                             292,585    274,982

Shareholders' equity:
 Common stock, par value $0.0001 per share; authorized
  100,000,000 shares, issued and outstanding 12,215,879
  and 12,108,195 shares for 2002 and 2001                     1,222       1,211
 Additional paid-in capital                              52,124,811  51,359,036
 Accumulated other comprehensive income (loss)               (1,250)     41,835
 Accumulated deficit                                    (46,150,317)(42,199,201)
                                                          5,974,466   9,202,881

 Notes receivable from officers                                  --    (152,961)

              Total shareholders' equity                  5,974,466   9,049,920

Commitments and contingency

              Total liabilities and shareholders' equity $6,267,051   9,324,902

See accompanying notes to consolidated financial statements.






                     RESEARCH FRONTIERS INCORPORATED

                  Consolidated Statements of Operations

               Years ended December 31, 2002, 2001 and 2000



                                         2002        2001           2000

Fee income                      $     217,519     142,002        333,652

Operating expenses                  2,631,139   3,155,305      3,375,638
Research and development            1,859,030   2,223,425      2,270,584
Non-recurring non-cash
compensation expense                       --          --      3,133,748
                                    4,490,169   5,378,730      8,779,970

       Operating loss              (4,272,650) (5,236,728)    (8,446,318)

Net investment income                 256,926     696,058        878,518

Interest income on notes
receivable from officers               64,608          --             --

        Net loss               $   (3,951,116) (4,540,670)    (7,567,800)

Basic and diluted net loss
per common share               $        (0.33)      (0.38)         (0.63)

Weighted average number of
common shares outstanding          12,152,506  12,085,609     12,096,108

  See accompanying notes to consolidated financial statements.


                                RESEARCH FRONTIERS INCORPORATED
                               Statements of Shareholders' Equity
                        Years ended December 31, 2002, 2001 and 2000

<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 31,1999 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)      -- 41,835    (152,961)
9,049,920
Issuance of common stock    297,875     30  3,011,021          --       --    --           --  3,011,051
Purchase of treasury stock       --     --         --          -- (2,354,608)   --         -- (2,354,608)
Retirement of treasury stock(190,441)  (19)(2,354,589)         --  2,354,608    --         --         --
Comprehensive loss:
Net loss                         --     --         --  (3,951,116)      --      --         -- (3,951,116)
Unrealized loss on available-
 for-sale securities             --     --         --          --        -- (43,085)       --    (43,085)
   Total Comprehensive Loss                                                                   (3,994,201)
Loan repayment from officers     --     --         --          --        --    --     152,961    152,961
Issuance of stock, options and warrants
 for services performed         250     --    109,343          --        --    --          --    109,343
Balance,December 31,2002 12,215,879 $1,222 52,124,811 (46,150,317)       --(1,250)         --
5,974,466
</TABLE>

See accompanying notes to financial statements.

               RESEARCH FRONTIERS INCORPORATED
               Consolidated Statements of Cash Flows
           Years ended December 31, 2002, 2001 and 2000

                                                   2002        2001        2000
Cash flows from operating activities:
 Net loss                                   $(3,951,116) (4,540,670) (7,567,800)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                114,170     118,657     109,137
   Expense relating to issuance of stock,options
    and warrants for services performed         109,343     112,817     852,327
   Impairment loss on marketable securities      37,500          --          --
   Expense relating to issuance of
    contingent performance options                   --          --   3,133,748
   Marketable securities received as license fee     --          --     (50,000)
   Cashless exercise of options and warrants         --      17,588          --
   Changes in assets and liabilities:
    Salary advance to officer                        --          --      66,445
    Royalty receivables                        (100,647)    (37,500)         --
    Prepaid expenses and other current assets   107,389     106,939    (223,498)
    Deferred revenue                            (25,500)         (2)     (8,652)
    Accounts payable and accrued expenses        43,103    (716,226)    470,535
       Net cash used in operating activities (3,665,758) (4,938,397) (3,217,758)

Cash flows from investing activities:
 Proceeds from sale and maturity
  of held-to-maturity securities                     --   1,319,572   2,526,363
 Proceeds from sale of
  available-for-sale securities               6,991,771   2,996,409          --
 Purchases of held-to-maturity
  treasury securities                                --          -- (12,588,032)
 Investment in SPD, Inc., at cost                    --    (750,002)         --
 Purchases of fixed assets                      (35,367 )   (50,572)   (137,519)
         Net cash provided by (used in)
         investing activities                 6,956,404   3,515,407 (10,199,188)

Cash flows from financing activities:
 Repayment of principal on officer's loans      152,961          --          --
 Proceeds from issuances of
  common stock and warrants                   3,175,362   6,614,721  12,394,718
 Purchase of treasury stock                  (2,354,608) (8,144,693) (3,314,169)

         Net cash provided by (used in)
         financing activities                   973,715  (1,529,972)  9,080,549

Net increase (decrease) in
cash and cash equivalents                     4,264,361  (2,952,962) (4,336,397)
Cash and cash equivalents at beginning of year  853,210   3,806,172   8,142,569
Cash and cash equivalents at end of year     $5,117,57      853,210   3,806,172

See accompanying notes to consolidated financial statements.

                RESEARCH FRONTIERS INCORPORATED
           Notes to Consolidated Financial Statements
                December 31, 2002, 2001 and 2000

(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 $750,002 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, 2002 and 2001.

   (b)  Marketable Investment Securities

Marketable investment securities at December 31, 2002 consisted of
an equity security, and at December 31, 2001 consisted of U.S.
Treasury and an equity security.  The Company classifies its
securities into available-for-sale which 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.  A
decline in the market value of any available-for-sale security below
cost that is deemed to be other than temporary results in a reduction
in carrying amount to fair market value.  The impairment is charged
to earnings and a new cost basis for this security is established.
During the fourth quarter, the Company reduced the carrying amount
of its equity security by $37,500 because of a sustained reduction in
the market price of the stock.

   (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. During fiscal 2002, four licensees of the
Company accounted for 23%, 23%, 17% and 11%, respectively of fee
income recognized during the year.  During fiscal 2001, three licensees
of the Company accounted for 35%, 26% and 26%, respectively of fee
income recognized during the year.  During fiscal 2000, four licensees
of the Company accounted for 56%, 15%, 15% and 14%, respectively
of fee income recognized during the year.

   (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, 2002 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 2,667,701, 2,542,576, and 2,224,201  for
2002, 2001 and 2000, 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

The preparation of the Company's consolidated financial statements
requires management of the Company to make a number of estimates
and assumptions relating to the  reported amount of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the consolidated  financial statements and the reported
amounts of revenues and expenses during this period.  Significant
items subject to such estimates and assumptions include the
recoverability of patent costs and the valuation of deferred income
tax assets.  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, including FASB Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation, an
Interpretation of APB Opinion No. 25, issued in March 2000, to
account for its fixed-plan stock options.  Under this method,
compensation expense is recorded on the date of grant only if the
current market price of the underlying stock exceeded the exercise
price. SFAS No. 123, Accounting for Stock Based Compensation,
established accounting and disclosure requirements using a fair-
value-based method of accounting for stock-based employee
compensation plans. As allowed by SFAS No. 123, the Company has
elected to continue to apply the intrinsic-value-based method of
accounting described above, and has adopted only the disclosure
requirements of SFAS No. 123.  The following table illustrated the
effect on net income if the fair-value-based method had been applied
to all outstanding and unvested awards in each period.

                                               2002          2001         2000
Net loss, as reported                  $ (3,951,116)  $(4,540,670) $(7,567,800)

Add:Stock-based employee compensation
    expense included in reported net loss        --            --    3,133,748

Deduct:Total stock-based employee
       compensation determined under fair-
       value based method for all awards$(5,393,206)   (2,011,685)  (3,509,064)

                        Pro forma      $ (9,344,322)  $(6,552,355) $(7,843,116)

Basic and diluted net loss
per common share  As reported          $      (0.33)  $     (0.38) $     (0.63)
                  Pro forma            $      (0.77)  $     (0.54) $     (0.65)

The per share weighted average fair value of warrants issued to
directors and stock options granted during 2002, 2001, and 2000 was
approximately $7.41, $12.41, and $9.00,  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
December 2002       0 %       3.268%          78.340%        3.77
September 2002      0 %       3.268%          78.340%        3.77
June 2002           0 %       3.754%          78.280%        3.77
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

     (l)  Accumulated Other Comprehensive Income (loss)


The change in accumulated other comprehensive income (loss)
relating to available-for-sale securities of $43,085 for the year ended
December 31, 2002 is comprised of reclassification adjustments for
gains realized in net income of $80,585 and an impairment loss in the
amount of $37,500 for a decline in value that is other than temporary.
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.

    (m)  Revenue Recognition

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.

     (n)  Reclassifications

During 2002, the Company has reclassified costs associated with
patents and patent applications from research and development
expenses to operating expenses.  The amount of patent costs for the
year  ended December 31, 2002 was approximately $372,000.  The
reclassification was also reflected in the consolidated statement of
operations for the years ended December 31, 2001 and 2000 to
conform to the current period's presentation.  The amount of patent
costs reclassified from research and development expense to
operating expense for the years ended December 31, 2001 and 2000
was approximately $411,000 and $348,000 respectively.

     (o)  Recently Issued Accounting Standards

In June 2002, the Financial Accounting Standards Board issued
Statement No. 146, Accounting for Costs Associated with Exit or
Disposal Activities ("SFAS No. 146").  SFAS No. 146 will spread out
the reporting of expenses relating to restructurings initiated after
2002, because commitment to a plan to exit an activity or dispose of
long-lived assets will no longer be enough to record a liability for the
anticipated costs.  Instead, companies will record exit and disposal
costs when they are "incurred" and can be measured at fair value, and
they will subsequently adjust the recorded liability for changes in
estimated cash flows. The Company is required to adopt the
provisions of SFAS No. 146 as of January 1, 2003.  The Company
does not believe that the adoption of SFAS No. 146 will have any
impact on the Company's consolidated financial statements as no
restructurings are planned.

In December 2002, the Financial Accounting Standards Board issued
Statement No. 148, Accounting for Stock-Based Compensation-
Transition and Disclosure, an Amendment of FASB Statement No.
123 ("SFAS No. 148"). SFAS No. 148 amends Financial Accounting
Standards Board Statement No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a
voluntary change to the fair value method of accounting for stock-
based employee compensation.  In addition, SFAS No. 148 amends
the disclosure requirements of FASB Statement No. 123 to require
prominent disclosures in both annual and interim financial
statements.  Certain of the disclosure modifications are required for
fiscal years ending after December 15, 2002 and are included in the
notes to these consolidated financial statements.

     (p)  Impairment of Long-Lived Assets

The Company adopted on January 1, 2002 Financial Accounting
Standards Board  Statement No. 144, Accounting for the Impairment
of Long-Lived Assets ("SFAS No. 144"),which addresses financial
accounting and reporting for the impairment or disposal of long-lived
assets.  This statement supersedes Financial Accounting Standards
Board  Statement No. 121, Accounting  for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of ("SFAS
No. 121"), 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.  The implementation of SFAS No. 144 had no
impact on the Company's  financial position or results of operations.

      (q)  Supplemental Cash Flow Information

 The following is supplemental information relating to the Company's
 consolidated statement of cash flows:

                                                 2002        2001     2000
Non-cash financing activities:
 Receivable from warrant exercise            $     --     164,311       --

(3)     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,
2002 and 2001 were as follows:

                             Amortized Cost Gross Unrealized Holding  Fair Value
                                              Gains     (Losses)
At December 31, 2002:

Available-for-sale securities:
 Equity securities                   12,500      --      (1,250)          11,250

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

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

(4)  Notes Receivable from Officers

During the fourth quarter of 2002, executive officers Joseph M.
Harary and Robert L. Saxe repaid loans made previously by the
Company in the principal amount of $152,961, plus all accrued
interest through the date of payment.  These loans were repaid in
cash by these individuals. In connection with the aforementioned
loan repayments, the Company recorded $64,608 in interest income
in 2002. It is the Company's policy to record interest income on these
notes when repaid.

(5)  Fixed Assets

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

                                      2002       2001      Estimated useful life

Equipment and furniture        $ 1,084,708  1,057,126     5 years
Leasehold improvements             277,145    269,360     Life of lease or esti-
                                 1,361,853  1,326,486     mated life if shorter
Less accumulated depreciation
       and amortization          1,161,038  1,046,868
                               $   200,815    279,618

(6)   Accrued Expenses and Other

Accrued expenses consist of the following at December 31, 2002 and 2001:



                                               2002             2001
Payroll, bonuses and related benefits      $ 85,974           91,942
Professional services                        91,846           34,285
Other                                        14,156           32.058
                                           $191,976          158,285

(7)     Income Taxes

There was no income tax expense in 2002, 2001 and 2000 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, 2002 and 2001 are
presented below.

                                                   2002           2001
Deferred tax assets:
 Net operating loss carryforwards           $14,334,000     12,922,000
 Research and other credits                     873,000        860,000
        Total gross deferred tax assets      15,207,000     13,782,000
 Less valuation allowance                    15,207,000     13,782,000
                                                     --             --

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, 2002, the Company had a net operating loss
carryforward for federal income tax purposes of approximately
$35,836,000, varying amounts of which will expire in each year from
2003 through 2022. Research and other credit carryforwards of
$873,000 are available to the Company to reduce income taxes
payable in future years principally through 2022. Net operating loss
carryforwards of $758,695 and research and other credit carryforwards
of $0 are scheduled to expire during fiscal 2003, if not utilized.

(8)     Shareholders' Equity

   (a)  Sale of Common Stock and Warrants

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.

During 2002, the Company received $3,175,362 of net cash proceeds
from (i) the issuance of 33,875 shares of common stock issued upon
the exercise of options resulting in net proceeds of $243,767; (ii)
253,500 shares of common stock issued upon the exercise of
warrants, principally related to the Class A Warrant, resulting in net
proceeds of $2,728,084; and (iii) $164,311 of cash received in early
January for the settlement of a warrant exercised in late December
2001. In addition, 2,816 shares with a value of $39,200 were
delivered to the Company and immediately retired in payment of the
exercise price of options to purchase 10,500 shares, and 250 shares
of common stock were issued in connection with the acquisition by
the Company of the domain name "SmartGlass.com" resulting in
non-cash marketing expenses of $1,518.

   (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 and this Plan expired during 2002.

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, 2002, awards for
28,322 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, 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
  Granted                            168,000             $12.76
  Cancelled                               --                 --
  Exercised                          (44,375)            $ 6.38

Balance at December 31, 2002       2,440,501             $12.04

The following table summarizes information about
stock options at December 31, 2002:

                               Weighted
                               Average      Weighted             Weighted
                               Remaining    Average              Average
Range of         Options       Contractual  Exercise Share       Exercise
Exercise Price   Outstanding   Life (Years) Price    Exercisable Price
$3.00 to $6.00    109,802         3.92      $ 5.97      109,802  $  5.97
$6.01 to $7.50    671,326         4.88      $ 7.29      671,326  $  7.29
$7.51 to $9.00    552,501         5.72      $ 8.35      552,501  $  8.35
$9.01 to $12.00   317,025         5.81      $ 9.87      298,025  $  9.80
$12.01 to $15.00  338,547         7.64      $13.52      171,797  $ 14.24
$15.01 to $19.00  113,000         7.92      $18.99      106,000  $ 19.00
$19.01 to $37.03  338,300         8.21      $27.70      308,300  $ 26.79
                2,440,501         6.13      $12.04    2,217,751  $ 11.63

Options to purchase 186,750 shares become exercisable during 2003.

During 2002, the Company issued options to its five Advisory Board
members to purchase a total of 5,000 shares of common stock at an
exercise price of $12.775 per share. The Company recorded $37,050
of non-cash expense based on the fair value of these options
determined using a Black-Scholes option pricing model. In addition,
the Company issued options to purchase 1,250 shares of common
stock in connection with the acquisition by the Company of the
domain name "SmartGlass.com,"and for web design services,
resulting in non-cash marketing expense of $6,775.

During 2000, the Company granted 14,000 options to consultants
which vested immediately. 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 vested only, if a certain performance
milestone in the price of the Company's common stock was 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.

  (ii)    Warrants

Activity in warrants is summarized below, excluding the effect of the
warrants discussed in Note 8(d)):

                                  Number of Shares                 Exercise
                              Underlying Warrants Granted           Price


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
  Exercised                               (8,500)                 7.99- 8.98
  Terminated                                  --                          --
  Issued                                  10,000                       12.19
Balance at December 31, 2002             227,200                  5.88-13.50

Warrants generally expire from two to ten years from the date of
issuance. At December 31, 2002 the number of warrants exercisable
was 222,200 at a weighted average exercise price of $8.31 per share.

During 2002, the Company issued warrants to SPD Inc. to purchase
10,000 shares of common stock at an exercise price of $12.19 per
share as an award for being the first licensee of the Company to
produce and sell commercial quantities of SPD film. The Company
recorded $64,000 of non-cash expense in connection with the issuance
of these warrants.

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. 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 2002, the Company purchased in the open market and
subsequently retired 187,625 shares of treasury stock with an
aggregate cost of $2,315,408. In addition, 2,816 shares with a value of
$39,200 was delivered to the Company and immediately retired in
payment of the exercise price of options to purchase 10,500 shares.
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.

  (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. As of
March 27, 2003, 456,717 shares remained registered for future
issuance under the Class A Warrant.

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.

(9)  License and Other Agreements

The Company has entered into a number of license agreements
covering various products using the Company's SPD technology.
Licensees of Research Frontiers who incorporate SPD technology into
end products will pay Research Frontiers an earned 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.  To the extent that products have been sold resulting
in earned royalties under these license agreements in excess of these
minimum advance royalty payments, the Company has recorded
additional royalty income.  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.

    (10)   Commitments

The Company has an employment agreement with one of its officers
which provides for an annual base salary of $420,000 through
December 31, 2003.

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 were capped at a recipient's salary in
the case of employees of the Company, and were capped at $60,000
in the case of non-employee directors and certain employees of the
Company. 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 2002 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
the Company's Chief Executive Officer, if and when the market value
of the Company exceeds $304,207,362). The Company recorded $0
and $785,500 of expenses in connection with these plans for the years
ended December 31, 2002 and 2001, respectively. On November 6,
2002, the Company's Board of Directors voted to terminate this bonus
plan with respect to 2003 and replace it with a general bonus plan
under which bonuses are awarded to employees of the Company for
outstanding achievement including technical accomplishments, sales
and revenue growth, and other performance milestones.  All
employees of the Company are eligible to receive bonuses under this
plan and the bonuses shall not exceed $300,000 in the aggregate for 2003.

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
$148,000, $152,000, and $142,000, for 2002, 2001, and 2000, respectively.

(11)   Rights Plan

In February 2003, 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 March 3, 2003.
Subject to certain exceptions listed in the Rights Plan, if a person or
group has acquired beneficial ownership of, or commences a tender or
exchange offer for, 15% 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 $120 worth of common stock for $60.  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 $120 worth of common
stock of the acquiring company for $60.  The Rights will expire at the
close of business on February 18, 2013, 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 $.0001 per Right.
The Rights are not exercisable during the time when they are
redeemable by the Company.

(12) Selected Quarterly Financial Data (Unaudited)

                                               Quarter

2002                             First      Second       Third      Fourth
Fee income                    $ 53,125    $ 28,125    $ 31,519   $ 104,750
Operating loss              (1,029,689) (1,160,201) (1,083,823)   (998,937)
Net loss                      (920,867) (1,041,761) (1,031,318)   (957,170)
Basic and diluted net loss
    per common share (1)          (.08)       (.09)       (.08)       (.08)

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)

  (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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-23.txt
<TEXT>
[EXHIBIT 10.23- 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 AND EMULSION LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                          ISOCLIMA S.P.A.

     This License Agreement ("Agreement") effective as of July 2,
2002 by and between RESEARCH FRONTIERS INCORPORATED,
a Delaware corporation ("LICENSOR") and ISOCLIMA S.P.A., a
corporation organized under the laws of Italy  (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, Light Valve Film, and SPD Emulsions (all as hereinafter
defined) and of methods and apparatus relating to products
incorporating such concepts (which products, 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 manufacturing and
selling Light Valve Film and SPD Emulsions used to make Light Valve
Film (both 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 SPD Emulsions or 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 SPD
Emulsions and Light Valve Film may be sold, leased or transferred to
such person or entity, and/or the application that such SPD Emulsions
or 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 SPD Emulsions and 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 SPD Emulsions or
Light Valve Film is making any improper use of SPD Emulsions or
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 Emulsions" 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, know-how of LICENSOR, and the like
owned or controlled by LICENSOR, to the extent they exist, that relate
to SPD Emulsions and/or to the suspensions used or usable for SPD
Emulsions 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 SPD Emulsions and 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 SPD Emulsions and 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 SPD Emulsions and
Light Valve Film and nothing contained in this Agreement shall permit
LICENSEE to make, sell, use or otherwise dispose of 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 SPD
Emulsions or 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 SPD Emulsions and Light Valve Film
manufactured each quarter and the amount of SPD Emulsions and 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 SPD Emulsions or
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 SPD
Emulsions or 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  SPD Emulsions or 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 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.  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 SPD Emulsions and Light Valve Film.
LICENSOR and LICENSEE may cooperate to develop initial
specifications for SPD Emulsions and Light Valve Film.  LICENSEE
shall then use its reasonable efforts to produce SPD Emulsions and
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 SPD
Emulsions and 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 SPD Emulsions or
Light Valve Film. LICENSEE may use all commercially reasonable
efforts throughout the term of this Agreement to improve the quality of
SPD Emulsions and Light Valve Film.  However, LICENSEE shall be
solely responsible for determining the specifications for all SPD
Emulsions and Light Valve Film, and for any improvements therein.

     4.2  LICENSOR Purchases.  If LICENSEE is able to develop and
manufacture SPD Emulsions and 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, SPD
Emulsions, 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 or SPD Emulsions
under the terms of agreements between them and LICENSOR, or may
independently manufacture and sell Light Valve Film or SPD
Emulsions 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 SPD Emulsions or
Light Valve Film from LICENSEE.  Notwithstanding anything
contained herein to the contrary, during the term of this Agreement
LICENSOR may provide SPD Emulsions and 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 SPD Emulsions or 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 SPD Emulsions or
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, SPD Emulsions 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,
SPD Emulsions 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 SPD Emulsions and Light Valve Film to whom SPD Emulsions or
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 SPD Emulsions or Light Valve Film.  LICENSEE
agrees to take all steps to reasonably assure itself that SPD Emulsions
and 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 SPD Emulsions or Light Valve Film or to purchase SPD
Emulsions or 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 SPD Emulsions or 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 Emulsions
and 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 (each, a "Component"), which LICENSEE or its sublicensees
makes, has made for it, or purchases from any third party for use in
SPD Emulsions or 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 SPD
Emulsions and 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 Emulsions
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 and LICENSEE's other License Agreement with
LICENSOR signed by LICENSEE on March 5, 2002 regarding Light
Valve Architectural Window Products and Light Valve Transportation
Vehicle Window Products (as defined in such other License
Agreement).

5    TRADEMARKS.

     5.1  Trademarks.  All trademarks or service marks that either
party may adopt and use for SPD Emulsions, 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 SPD Emulsions,
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 and shall name
LICENSOR as an additional insured.

     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 SPD Emulsions and
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,
2002, and which relate in any way to or are useful in the design,
operation, manufacture and assembly of SPD Emulsions and/or 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 Emulsions, Light Valve Film and/or to the
suspensions or other components used or usable in SPD Emulsions
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 SPD Emulsions and 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 SPD Emulsions and Light Valve Film and (2)
photocopies of all U.S. Patents and patent applications relating to SPD
Emulsions and 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 SPD Emulsions and Light Valve Film, and to inspect
LICENSOR's research and development facilities relating to SPD
Emulsions and 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 Emulsions
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.

     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, 2007 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, SPD Emulsions and 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, 2007 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 SPD Emulsions or 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
SPD Emulsions and Light Valve Film, or if LICENSEE's other License
Agreement with LICENSOR signed by LICENSEE on March 5, 2002
regarding Light Valve Architectural Window Products and Light Valve
Transportation Vehicle Window Products (as defined in such other
License Agreement) has been materially breached by LICENSEE or
terminates or expires for any reason.

     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 SPD Emulsions and 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 SPD Emulsions
and 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 SPD Emulsions and Light Valve Film (and
SPD Emulsions 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  (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, Light Valve
Film or SPD Emulsions 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 Emulsions 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 SPD Emulsions or 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 Emulsions, 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 SPD Emulsions or Light Valve Film if
LICENSEE's manufacture, use or sale of  SPD Emulsions or 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, Chairman and CEO
          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 Director
          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 and CEO
      Date: July 2, 2002

ISOCLIMA S.P.A.



By:___________________________________________
     Alberto Bertolini, General Director
     Date: July 2, 2002

                               Schedule A
                          (As of July 2, 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


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91   3/26/08


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


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     09/27/1

                    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)



<PAGE>
                   PENDING UNITED STATES APPLICATIONS

Serial Number                                               Filing Date



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

                    Schedule B  (As of July 2, 2002)
         LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR SPD
                               EMULSIONS

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

Film Technologies International, Inc. Light Valve Film for
                                      sale to other specified Worldwide
                                      licensees of Research Frontiers

General Electric Company              Light Valve Film for sale to
                                      other specified                Worldwide
                                      licensees of Research Frontiers

Hankuk Glass Industries, Inc./SPD Inc. Light Valve Film for sale to
                                       other specified                Worldwide
                                       licensees of Research Frontiers

Hitachi Chemical Co., Ltd.             Light Valve Film for sale to
                                       other specified                Worldwide
                                       licensees of Research Frontiers

Isoclima S.p.A                         Light Valve Film for sale to other
                                       specified                      Worldwide
                                       licensees of Research Frontiers

 N.V. Bekaert S.A.                     Light Valve Film for sale to other
                                       specified                      Worldwide
                                       licensees of Research Frontiers

 Polaroid Corporation                  Light Valve Film for sale to
                                       other specified               Worldwide
                                       licensees of Research Frontiers

                           Schedule B (Continued)

         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

Avery Dennison Corp.               SPD displays                   Worldwide

BOS GmbH                      Variable light transmission sunshades
                                      and sunvisors               Worldwide

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

Global Mirror GmbH          Rear-view mirrors and sunvisors        Worldwide

Hankuk Glass Industries Inc./SPD Inc. Broad range of SPD light control Worldwide
                             products 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,cabin doors and dividers Worldwide
                                                                 (except Korea)

N.V. Bekaert S.A.             Architectural and automotive windows Worldwide
                                                               (except Korea)

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

ThermoView Industries, Inc.   Architectural windows               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>ex10-24.txt
<TEXT>
[EXHIBIT 10.24- 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.]


                    WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                RAZOR'S EDGE TECHNOLOGIES, INC.

     This License Agreement ("Agreement") effective as of August
19, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
RAZOR'S EDGE TECHNOLOGIES, 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.

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 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 but not
limited other window products not specifically defined herein,
including windows for transportation vehicles, including, but not
limited to passenger cars, recreational vehicles, trucks, mobile
cranes, trains, monorails. aircraft, boats, vans, sport utility vehicles,
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.

"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.

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 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 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  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, 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)  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 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 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 and shall name
LICENSOR as an additional insured.

     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.

     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, 2003 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.  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, 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, Chairman and CEO
          Research Frontiers Incorporated
          240 Crossways Park Drive
          Woodbury, New York 11797-2033 USA
          Facsimile:     (516) 364-3798
          Telephone:     (516) 364-1902

LICENSEE: Roman D. Reyes, President
          Razor's Edge Technologies, Inc.
          16867 New Road, Suite 3
          Nassau, DE   19969 USA
          Facsimile:     302-644-0624
          Telephone:     302-644-4389

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:_____________________________________________
      Joseph M. Harary, President
      Date: August 19, 2002

RAZOR'S EDGE TECHNOLOGIES, INC.



By:___________________________________________
      Roman D. Reyes, President
      Date: August 19, 2002


                               Schedule A
                        (As of August 19, 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


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91   3/26/08


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


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     09/27/1

                    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)


6,416,827           Srinivasan Chakrapani et al
               "SPD Films and Light Valves Comprising Same"07/09/02 [10/27/20]



                   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>5
<FILENAME>ex10-25.txt
<TEXT>

[EXHIBIT 10.25- 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
                GLASS TECHNOLOGY INVESTMENT LTD.

     This License Agreement ("Agreement") effective as of October
7, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
GLASS TECHNOLOGY INVESTMENT LTD., a Cayman Island
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 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  as described by the patents
and patent applications included in Schedule A,  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. 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  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, trucks, mobile cranes, boats
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 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 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.

"SPD Film" means SPD film with a Light Valve included as defined
herein.

"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.

     The parties hereto agree that if necessary because of local
regulations to register such agreements with the competent
authorities of the country in which the rights licensed hereunder
shall be used, during the term of this Agreement the parties agree to
enter into a separate license agreement in the form of this License
Agreement between LICENSOR and any subsidiary of LICENSEE
which is a permitted sublicensee hereunder to facilitate and permit
such registration.

     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 LICENSEE's receipt 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 written 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 in South 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, in the United States
of America, Brazil, Colombia, Peru and any other country included
in the Licensed Territory where LICENSEE or its sublicensees
conduct its operations relating to Licensed Products hereunder (and
LICENSEE may self-insure in such areas of the world where it does
not conduct extensive operations provided that it has set aside
adequate assets and reserves for such self-insurance), at all times
ample product liability and other liability insurance covering its
operations relating to the subject matter of this Agreement and, upon
request of LICENSOR, shall name LICENSOR as an additional
insured on relevant insurance policies and provide LICENSOR of
evidence of such insurance.

     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, 2006 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, 2006 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, 2006, 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 LICENSEE has filed or in the future files for patent protection on
such improvements) 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
directly related to Light Valves (and the foregoing license by
LICENSEE may be limited in scope to only include patent claims
that would otherwise prevent LICENSOR's or its licensees and their
sublicensees from using such improvements in Light Valves, SPD
Film, or products licensed to be made using LICENSOR's
intellectual property rights), 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: Arturo Mannheim, Executive Director
          American Glass Products Company
          631 American Glass Way
          Knoxville, TN 37932 USA
          Facsimile:     (865) 675-0526
          Telephone:     (865) 675-0525

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:_____________________________________________
      Joseph M. Harary, President
      Date: October 7, 2002

GLASS TECHNOLOGY INVESTMENT LTD.



By:___________________________________________
      Arturo Mannheim, Executive Director
      Date: October 7, 2002
                               Schedule A
                        (As of October 7, 2002)

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

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


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91   3/26/08


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


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     09/27/1

                    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)


6,416,827           Srinivasan Chakrapani et al
               "SPD Films and Light Valves Comprising Same"07/09/02 [10/27/20]


6,429,961B1                   Joseph M. Harary et al
               "Methods for Retrofitting Windows With Switchable
                    and Non-Switchable Window Enhancements and
               Retrofitted Windows Produced Thereby"       08/06/02 10/03/20


                   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>6
<FILENAME>ex10-26.txt
<TEXT>
[EXHIBIT 10.26- 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
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                       SPD SYSTEMS, INC.

     This License Agreement ("Agreement") effective as of October
7, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
SPD SYSTEMS, 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 Architectural Window
Product or a Light Valve Appliance 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 but not limited other window or
appliance products not specifically defined herein, including
windows for transportation vehicles, including, but not limited to
passenger cars, recreational vehicles, trucks, mobile cranes, trains,
monorails. aircraft, boats, vans, sport utility vehicles, 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 into a
Light Valve Appliance Window Product.

"Licensed Territory " means all countries of the world except North
and South Korea with respect to Light Valve Architectural Window
Products, and all countries of the world with respect to Light Valve
Appliance Window Products.

"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 Appliance Window Product" means a Light Valve
intended for use and used solely as a viewing window on or in
kitchen and laundry home appliances, including but not limited to
ovens, ranges, refrigerators, freezers, stoves, dishwashers, automatic
washers, clothes dryers, domestic ice makers, wine coolers,  trash
compactors and microwave ovens, but shall not include Light Valves
used or intended for use as or in any other type of appliance product.

"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.

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 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 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  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, 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)  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 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 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 and shall name
LICENSOR as an additional insured.

     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.

     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, 2003 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.  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, 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, Chairman and CEO
           Research Frontiers Incorporated
           240 Crossways Park Drive
           Woodbury, New York 11797-2033 USA
           Facsimile:     (516) 364-3798
           Telephone:     (516) 364-1902

LICENSEE:  So-Young Kim, Vice President
           SPD Systems, Inc.
           950 S. Pine Island Road, Suite 150-105
           Plantation, FL 33324 USA
           Facsimile:     954-727-8426
           Telephone:     954-727-8187

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:_____________________________________________
      Joseph M. Harary, President
      Date: October 7, 2002

SPD SYSTEMS, INC.



By:___________________________________________
      So-Young Kim, Vice President
      Date: October 7, 2002


                               Schedule A
                        (As of October 7, 2002)

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

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


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91   3/26/08


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


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     09/27/1

                    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)


6,416,827           Srinivasan Chakrapani et al
               "SPD Films and Light Valves Comprising Same"07/09/02 [10/27/20]


6,429,961B1                   Joseph M. Harary et al
               "Methods for Retrofitting Windows With Switchable
                    and Non-Switchable Window Enhancements and
               Retrofitted Windows Produced Thereby"       08/06/02 10/03/20


                   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>ex10-27.txt
<TEXT>


[EXHIBIT 10.27- 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
                CRICURSA CRISTALES CURVADOS S.A.

     This License Agreement ("Agreement") effective as of October
24, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
CRICURSA CRISTALES CURVADOS S.A., a corporation organized
under the laws of Spain ("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, trucks, boats, 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 clause (C) above shall be
adjusted upward as of each January 1st hereafter beginning on January
1, 2004 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. The initial 12[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 Spain) 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.

     3.6 Special Conditions.  In addition to any other breaches which
may occur by LICENSEE, it shall be considered a material breach of
the terms of this License Agreement if LICENSEE has not achieved the
milestones specified on Schedule B hereof as a "Licensee Milestone"
in a timely manner.

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 and, upon request of
LICENSOR, shall name LICENSOR as an additional insured on
relevant insurance policies and provide LICENSOR of evidence of such
insurance.

     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, 2007 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, 2007 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, 2007, 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 except that LICENSEE may not disclose the minimum
annual royalty payment or credit terms specified in Arcticle 3 hereof
without LICENSOR's prior written consent, 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: Fernando Figuerola, General Manager
          Cricursa Cristales Curvados S.A.
          Poligon Ind. Coll de la Manya
          08400 Granollers
          Barcelona, Spain
          Facsimile:     011-34-3-840-14 60
          Telephone:     011-34-3-849-77 11

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:_____________________________________________
      Joseph M. Harary, President
      Date: October 24, 2002

CRICURSA CRISTALES CURVADOS S.A.



By:___________________________________________
     Fernando Figuerola, General Manager
     Date: October 24, 2002

                                   Schedule A
                            (As of October 7, 2002)

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

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


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91   3/26/08


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


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     09/27/1

                    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)


6,416,827           Srinivasan Chakrapani et al
               "SPD Films and Light Valves Comprising Same"07/09/02 [10/27/20]


6,429,961B1                   Joseph M. Harary et al
               "Methods for Retrofitting Windows With Switchable
                    and Non-Switchable Window Enhancements and
               Retrofitted Windows Produced Thereby"       08/06/02 10/03/20


                   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>8
<FILENAME>ex10-28.txt
<TEXT>
[EXHIBIT 10.28- 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
                         BRG GROUP, LTD.

     This License Agreement ("Agreement") effective as of
December 9, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
BRG GROUP, LTD., a corporation organized under the laws of
Michigan ("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, trucks, boats,
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 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 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 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. Notwithstanding anything contained in this Agreement,
if, in accordance with the other terms of this License Agreement,
LICENSEE sells Licensed Products to a customer other than the end-
user of such Licensed Product, such as an intermediate distributor,
supplier, or contractor, the aforementioned earned royalty shall be
ten percent (10%) on such sales. 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, 2004.  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) 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 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 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 and shall name
LICENSOR as an additional insured.

     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.

     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, 2007 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, 2007 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.  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, 2007, 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 except that LICENSEE may not disclose the minimum
annual royalty payments specified in Article 3 hereof without
LICENSOR's prior written consent, 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 and CEO
          Research Frontiers Incorporated
          240 Crossways Park Drive
          Woodbury, New York 11797-2033 USA
          Facsimile:     (516) 364-3798
          Telephone:     (516) 364-1902

LICENSEE: Terrence D. Gibney, Jr.
          President
          BRG Group, Ltd.
          22223 Telegraph Road
          Southfield, MI 48034 USA
          Facsimile:     001-248-477-2382
          Telephone:     248-346-9947

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:_____________________________________________
      Joseph M. Harary, President
      Date: December 9, 2002




BRG GROUP, LTD.



By:___________________________________________
     Terrence D. Gibney, Jr.
                         President
Date: December 9, 2002



<PAGE>
                               Schedule A
                        (As of December 9, 2002)

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

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


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91   3/26/08


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


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     09/27/1

                    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)


6,416,827           Srinivasan Chakrapani et al
               "SPD Films and Light Valves Comprising Same"07/09/02 [10/27/20]


6,429,961B1                   Joseph M. Harary et al
               "Methods for Retrofitting Windows With Switchable
                    and Non-Switchable Window Enhancements and
               Retrofitted Windows Produced Thereby"       08/06/02 10/03/20


                   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>9
<FILENAME>ex10-29.txt
<TEXT>

[EXHIBIT 10.29- 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 LAMINATION LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                   LAMINATED TECHNOLOGIES INC.

     This License Agreement ("Agreement") effective as of
December 13, 2002 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
LAMINATED TECHNOLOGIES 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 (all as hereinafter defined) and of
methods and apparatus relating to products incorporating such
concepts (which products, 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 laminating Light
Valve Film to glass or plastic ("Laminated Light Valve Film") and
providing such Laminated Light Valve Film to other licensees of
LICENSOR; 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 Laminated 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 Laminated Light Valve Film
laminated by LICENSEE may be sold, leased or transferred to such
person or entity, and/or the application that such Laminated 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 Laminated 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 Laminated Light Valve Film is making any improper use
of such Laminated 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.

"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 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
laminate Light Valve Film obtained by LICENSEE from suppliers of
such Light Valve Film authorized to supply such Light Valve Film to
LICENSEE, and to provide such Laminated Light Valve Film 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, if
any, provided by LICENSOR under this Agreement, all Laminated
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
the lamination and disposition of Laminated Light Valve Film and
nothing contained in this Agreement shall permit LICENSEE to
make, sell, use or otherwise dispose of other Light Valve products,
including Light Valves and Light Valve Film and  components
thereof.

     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 Valves or 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 15 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
purchased or otherwise obtained by LICENSEE and the quantity of
Laminated 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
LICENSOR's consent, 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
is obtained or Laminated Light Valve Film is sold, or otherwise
disposed of by LICENSEE 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 Laminated
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
acquisition, processing, lamination, sale or other disposition of
Laminated 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 Laminated Light Valve Film. LICENSOR
and LICENSEE may cooperate to develop initial specifications for
Laminated Light Valve Film.  LICENSEE shall then use its
reasonable efforts to make Laminated 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 Laminated Light Valve
Film to be processed under this Agreement with the disclosure of
additional Technical Information to LICENSEE with respect to such
size or other specifications of Laminated Light Valve Film.
LICENSEE may use all commercially reasonable efforts throughout
the term of this Agreement to improve the quality of Laminated
Light Valve Film.  However, LICENSEE shall be solely responsible
for determining the specifications for all Laminated Light Valve
Film laminated by LICENSEE hereunder, and for any improvements
therein.

     4.2  LICENSOR Purchases.  Upon request of LICENSOR and
with reasonable prior notice, LICENSEE shall sell and deliver to
LICENSOR, Laminated 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 or laminate for them)
and sell Light Valve Film under the terms of agreements between
them and LICENSOR, or may independently manufacture, laminate
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 Laminated Light Valve Film from LICENSEE.
Notwithstanding anything contained herein to the contrary, during
the term of this Agreement LICENSOR may provide Laminated
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 Laminated  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 Laminated
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, Light
Valve Film, or components thereof, or (3) with the provisions of any
other agreement then in force to which LICENSEE is a party and
which relates to Light Valves, Light Valve Film, or components
thereof shall be deemed a material breach of this Agreement.

     4.4  End Users.  LICENSEE agrees to require all direct
recipients of Laminated Light Valve Film to whom Laminated Light
Valve Film is sold, leased, provided to, 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 Laminated Light Valve Film.  LICENSEE agrees to
take all steps to reasonably assure itself that Laminated 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 Laminated Light Valve Film or to purchase Laminated
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 Laminated 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 processing, use and sale or other disposition of
Laminated  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 (each, a "Component"), which LICENSEE
or its sublicensees makes, has made for it, or purchases from any
third party for use in Laminated 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 Light
Valve Film and Components shall be used only in strict accordance
with the provisions of this Agreement, and that such Light Valve
Film and 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 Film or 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 Film or Component or other item. LICENSEE
acknowledges that LICENSOR has not made any representations or
warranties regarding the availability of any Light Valve Film or
Component, or the price thereof, and that in all respects LICENSEE
shall deal directly with the suppliers of such Light Valve Film or
Components and will obtain from them information regarding
availability, pricing, and/or other terms relating to such Light Valve
Film or Components.

     4.7 No Warranties by LICENSOR.  LICENSOR does not
represent or warrant the performance of any Light Valve Film,
material, Component, or information provided hereunder, and
LICENSEE expressly acknowledges and agrees that any such Light
Valve Film, 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 Light Valve Film,
material, Component or information provided hereunder.

     4.8 Analysis.  LICENSEE represents and agrees that it will
only incorporate Light Valve Film and Components received from
authorized suppliers into Laminated 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
LICENSOR or any supplier of any Component or of Light Valve
Film.

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

     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  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 or
processed 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 and shall name
LICENSOR as an additional insured.

     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 processing, sale, use, lease or other disposition
of Laminated 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, 2002, and which relate in any way to or are
useful in the lamination 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 lamination, design,
operation, manufacture and assembly of Light Valves, Light Valve
Film and/or to the suspensions or other components used or usable in
Light Valves 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.  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 Light Valve Film 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.

     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.  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, 2007 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, Laminated 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, 2007 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 Laminated 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 Laminated 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
Laminated 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 inventory
or in the process of being laminated 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  Laminated
Light Valve Film (and Light Valve Film in the process of being
laminated) not sold under this Section 10.4 and (3) if this Agreement
is terminated for any reason on or before December 31, 2007,
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, Light Valve Film or the
components or lamination thereof which relate to or arise out of
Technical Information disclosed by LICENSEE to LICENSOR or
are otherwise developed by LICENSEE, 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, 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 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.

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 any
training conducted pursuant to this Agreement, 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, Light Valves or components thereof, 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, 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 Laminated 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
Light Valve Film, and Light Valves manufactured using Technical
Information or other technical information disclosed by LICENSOR
constitutes infringement of any patent of any third party.

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, Chairman and CEO
          Research Frontiers Incorporated
          240 Crossways Park Drive
          Woodbury, New York 11797-2033 USA
          Facsimile:     (516) 364-3798
          Telephone:     (516) 364-1902

LICENSEE: John Martino, President
          Laminated Technologies Inc.
          2900 Dusa Drive
          Melbourne, Florida 32934 USA
          Facsimile:     321-751-1131
          Telephone:     321-751-1130

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:_____________________________________________
      Joseph M. Harary, President
      Date: December 13, 2002

LAMINATED TECHNOLOGIES INC.



By:___________________________________________
     John Martino, President
     Date: December 13, 2002
                               Schedule A
                       (As of December 13, 2002)

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

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


5,002,701                Robert L. Saxe
               "Light Polarizing Materials and
                   Suspensions Thereof"                3/26/91   3/26/08


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


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     09/27/1

                    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)


6,416,827           Srinivasan Chakrapani et al
               "SPD Films and Light Valves Comprising Same"07/09/02 [10/27/20]


6,429,961B1                   Joseph M. Harary et al
               "Methods for Retrofitting Windows With Switchable
                    and Non-Switchable Window Enhancements and
               Retrofitted Windows Produced Thereby"       08/06/02 10/03/20


                   PENDING UNITED STATES APPLICATIONS

Serial Number                                               Filing Date



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



                 Schedule B  (As of December __, 2002)

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

Research Frontiers Incorporated         All applications         Worldwide

AP Technoglass Co.                 Sunroof glass for other licensees  Worldwide

American Glass Products     Architectural and automotive windows Worldwide
                                                             (except  Korea)

Avery Dennison Corp.               SPD displays                   Worldwide

BOS GmbH                      Variable light transmission sunshades
                                      and sunvisors               Worldwide

Cricursa Cristales Curvados S.A.  Architectural and automotive windows Worldwide
                                                                  (except Korea)

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

Global Mirror GmbH          Rear-view mirrors and sunvisors        Worldwide

Hankuk Glass Industries Inc./SPD Inc. Broad range of SPD light control Worldwide
                             products 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,cabin doors and dividers Worldwide
                                                                 (except Korea)

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

N.V. Bekaert S.A.             Architectural and automotive windows Worldwide
                                                               (except Korea)

Razor's Edge Technologies, Inc.       Architectural windows      Worldwide
 (except Korea)

SPD Systems, Inc.                Architectural and appliance windows Worldwide
                                                                  (except Korea)

ThermoView Industries, Inc.   Architectural windows               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-23
<SEQUENCE>10
<FILENAME>ex23kpmg.txt
<DESCRIPTION>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 February 21, 2003 relating to the
  consolidated balance sheets of Research Frontiers Incorporated and subsidiary
  as of December 31, 2002 and 2001 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, 2002, which report appears in the
  December 31, 2002 annual report on Form 10-K of Research Frontiers
  Incorporated.


                              /s/ KPMG LLP
                                  KPMG LLP

  Melville, New York
  March 27, 2003

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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