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<SEC-DOCUMENT>0000793524-04-000007.txt : 20041019
<SEC-HEADER>0000793524-04-000007.hdr.sgml : 20041019
<ACCEPTANCE-DATETIME>20041019163300
ACCESSION NUMBER:		0000793524-04-000007
CONFORMED SUBMISSION TYPE:	10-K/A
PUBLIC DOCUMENT COUNT:		13
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20041019
DATE AS OF CHANGE:		20041019

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RESEARCH FRONTIERS INC
		CENTRAL INDEX KEY:			0000793524
		STANDARD INDUSTRIAL CLASSIFICATION:	PATENT OWNERS & LESSORS [6794]
		IRS NUMBER:				112103466
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09399
		FILM NUMBER:		041085642

	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/A
<SEQUENCE>1
<FILENAME>rfi10ka2003.txt
<DESCRIPTION>AMENDMENT NO. 1 TO RESEARCH FRONTIERS 2003 ANNUAL REPORT ON FORM 10K
<TEXT>


          -------------------------------------------
                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                          FORM 10-K/A
                     (Amendment No. 1)

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


For the fiscal year ended December 31, 2003 Commission file number: 1-9399

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


     Delaware                                        11-21003466
(State of incorporation)                          (I.R.S. Employer
                                                   Identification No.)

          240 Crossways Park Drive, Woodbury, NY 11797
  (Address of principal executive offices, including zip code)

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

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

                                                 Name of Exchange
Title of Class:                                  on Which Registered:

None                                                        N/A

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 [X]   No [   ]

As of October 19, 2004 there were 12,802,059 shares of Common
Stock of Research Frontiers Incorporated outstanding.  The
aggregate market value of the voting and non-voting common
equity held by non-affiliates was $167,334,645 computed in
accordance with the rules of the SEC by reference to the closing
price of the Company  common stock as of June 30, 2003 which
was $13.98.  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.



                        EXPLANATORY NOTE

          Research Frontiers Incorporated (the (Company") is filing
this Amendment No. 1 to its Annual  Report on Form 10-K for
the fiscal year ended December 31, 2003 for the sole purpose of
amending and restating Part II, Item 9A to clarify the disclosure
regarding our disclosure controls and procedures and our
internal controls, and to refile certain exhibits.  Except for the
information set forth in this Amendment No. 1, no other
information included in the Company's original Annual Report
on Form 10-K for the fiscal year ended June 31, 2004 is
hereby updated or amended.

Item 9A.         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 and Chief Financial Officer, as of the end of
the fiscal year ending December 31, 2003.  Based upon that
evaluation, our Chief Executive Officer and Chief Financial
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.  There were no changes that occurred
during the quarterly period ended December 31, 2003 that
materially affected, or are reasonably likely to material affect,
our internal control over financial reporting.


[Remainder of Page Intentionally Left Blank- Exhibits to Follow]

Exhibit List

Number      Exhibit

10.30   License Agreement effective as of April 17, 2003 between the
        Company and Custom Glass Corporation.  Filed herewith
        with portions of this document omitted pursuant to the
        Registrant's request for confidential treatment and filed
        separately with the Securities and Exchange Commission, and
        incorporated herein by reference.

10.31   License Agreement effective as of May 2, 2003 between the
        Company and Air Products and Chemicals, 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.

10.32   License Agreement effective as of May 30, 2003 between the
        Company and Kerros Limited.  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.

10.33   License Agreement effective as of June 6, 2003 between the
        Company and Traco, 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.

10.34   License Agreement effective as of June 16, 2003 between the
        Company and Saint-Gobain Glass France 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.

10.35   License Agreement effective as of August 1, 2003 between
        the Company and Vision (Environmental Innovation)
        Limited.  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.

10.36   License Agreement effective as of November 13, 2003
        between the Company and Innovative Glass Corporation.
        Filed herewith with portions of this document omitted
        pursuant to the Registrant's request for confidential treatment
        and filed separately with the Securities and Exchange
        Commission, and incorporated herein by reference.

10.37   License Agreement effective as of December 11, 2003
        between the Company and Leminur Limited.  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.

31.1        Certification of Chairman and Chief Executive
            Officer pursuant to Rule 13a-14(a) or 15d-14(a)
            of the Securities Exchange Act, as amended.

31.2        Certification of President, Treasurer and Chief
            Accounting Officer pursuant to Rule 13a-14(a) or
            15d-14(a) of the Securities Exchange Act, as amended.

32.1        Certification of Chairman and Chief Executive
            Officer pursuant to 18 U.S.C. 1350.

32.2        Certification of President, Treasurer and Chief
            Accounting Officer pursuant to 18 U.S.C. 1350.

                           SIGNATURES

          Pursuant to the requirements 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

        /s/ Robert L. Saxe
            Robert L. Saxe, Chairman and Chief Executive Officer
            (Principal Executive Officer)

        /s/ Joseph M. Harary
            Joseph M. Harary, President and Treasurer
            (Principal Financial and Accounting Officer)

Date: October 19, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex1030cg.txt
<DESCRIPTION>EXHIBIT 10.30-CUSTOM GLASS CORP LICENSE AGREEMENT
<TEXT>

[EXHIBIT 10.30- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]

               SPD-SMART WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                    CUSTOM GLASS CORPORATION

     This License Agreement ("Agreement") effective as of April
17, 2003 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
CUSTOM GLASS CORPORATION, a Delaware corporation
("LICENSEE").

                            RECITALS

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

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

     WHEREAS, LICENSEE is also 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 premises and the
mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.

1    DEFINITIONS.

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

"Authorized User" means LICENSOR and/or any other person or
entity listed by LICENSOR on Schedule B hereof who has been
granted permission by LICENSOR to receive 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.

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 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 boats and other watercraft, 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 Transportation Vehicle Window
Product.

"Licensed Territory " means the United States, Canada and Mexico.

"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 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.

"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 mass 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 "mass transportation
vehicle" shall mean busses, trains (including light rail trains and
monorails), used for mass transit, but shall exclude passenger cars,
recreational vehicles, trucks, mobile cranes, construction vehicles,
boats or other watercraft, aircraft, space craft and space-stations and
other types of vehicles not specifically enumerated above.

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; and (B) $100 per window. The aforementioned $100
figure specified in clause (B) 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 or to make Laminated Light Valve Film under
Section 2.4 hereof, 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.

     2.4 Lamination Work for other Licensees of Research
Frontiers.  In addition to the rights and licenses granted hereunder,
LICENSEE may 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 2.4 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, except as otherwise
specifically provided for elsewhere in this Agreement, nothing
contained in this Section 2.4 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.

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%) (subject to Section 3.3 hereof) 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 15 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. In addition to the foregoing report,
Within 15 days after the end of each fiscal quarter, LICENSEE shall
also 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.

     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:

[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.
Notwithstanding the foregoing, [Confidential Information Omitted
and filed separately with the Securities and Exchange Commission]
if LICENSEE elects, by checking the following box [ X  ] to pay a
fifteen percent (15%) earned royalty on sales of Licensed Products
under Section 3.1 hereof. 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 Laminated
Light Valve Film or 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 Laminated Light Valve Film or 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 Laminated Light Valve Film or Licensed
Products.  LICENSEE agrees to take all steps to reasonably assure
itself that Laminated Light Valve Film or Licensed Products sold,
leased or otherwise disposed of by or for LICENSEE is being used
for permitted purposes 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.

     4.3 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
Laminated Light Valve Film and 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 Laminated Light Valve Film or 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 Sections 2.1 and 2.4 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 Light Valve Film or
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 Laminated Light Valve Film or 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
Laminated Light Valve Film or Licensed Products during the term of
this Agreement.

     4.8  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
4.8 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.

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

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, Laminated 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. Upon request,
LICENSEE shall 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 Laminated Light Valve Film or 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 Laminated Light Valve Film or  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 Laminated Light Valve Film or
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. After  the expiration or
termination of this Agreement, LICENSEE shall have no right to
sell, and no obligation to manufacture and deliver, Licensed Products
or 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, 2005 or as
of any anniversary thereof  upon at least 30 days' notice to
LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one years' notice of any 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 or 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
Licensed Products or Laminated 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 Laminated Light Valve Film and
Licensed Products (and Laminated Light Valve Film 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, Laminated
Light Valve Film 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 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 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: John M. Rice, President
               Custom Glass Corporation
               R.D. 8. Route 85
               Kittanning, PA 16201
               Facsimile:     724-543-6041
               Telephone:     724-543-6013

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.


<PAGE>
     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:/s/ Joseph M. Harary
      Joseph M. Harary, President
      Date: April 17, 2003


CUSTOM GLASS CORPORATION


By:/s/ John M. Rice
      John M. Rice, President
      Date: April 17, 2003



                                   Schedule A
                             (As of April 17, 2003)

                    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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

[Confidential Information Omitted and filed separately with the Securities and
Exchange Commission] 
<PAGE>
                        Schedule B  (As of April 17, 2003)
                LIST OF ELIGIBLE CUSTOMERS (AUTHORIZED USERS) FOR
LAMINATED LIGHT VALVE FILM

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

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

AP Technoglass Co.       Sunroof glass for other licensees        Worldwide

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    (except  Korea
                    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 products         Worldwide
                              including windows, flat panel displays,
                              automotive vehicle rear-view mirrors and
                              sunvisors (installed as original equipment
                              on Korean-made cars), and sunroofs; SPD film
                              for licensees and prospective licensees

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

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-10
<SEQUENCE>4
<FILENAME>ex1031ap.txt
<DESCRIPTION>EXHIBIT 10.31-AIR PRODUCTS AND CHEMICALS LICENSE AGREEMENT
<TEXT>


[EXHIBIT 10.31- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]

             SPD FILM AND EMULSION LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                 AIR PRODUCTS AND CHEMICALS, INC.

     This License Agreement ("Agreement") effective as of May 2,
2003 by and between RESEARCH FRONTIERS INCORPORATED,
a Delaware corporation ("LICENSOR") and AIR PRODUCTS AND
CHEMICALS, INC., a Delaware 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, 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 that uses SPD
Technology (as defined in Section 12.1(a)) 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 that uses SPD Technology (as defined in Section
12.1(a)).  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) 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, nor require LICENSEE to
manufacture and deliver, SPD Emulsions and Light Valve Film to any
Authorized User or to any other party.  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.

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, during the term of this Agreement, may use the
adopting party's logo in connection therewith.  LICENSOR may
require LICENSEE or its permitted sublicensees to indicate on
packaging that such product is licensed from Research Frontiers
Incorporated or to otherwise include language and/or designations
approved by LICENSOR indicating an affiliation with Research
Frontiers Incorporated.

6    INSURANCE AND INDEMNIFICATION.

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

     6.2  Indemnification.  LICENSEE, and its affiliates, successors
and assigns and sublicensees (each, an "Indemnifying Party"), each
hereby indemnify and agree to hold harmless LICENSOR and its
shareholders, officers, directors, agents and employees (each, an
"Indemnified Party"), against any liability, damage, loss, fine, penalty,
claim, cost or expense (including reasonable costs of investigation and
settlement and attorneys', accountants' and other experts' fees and
expenses) arising out of any action or inaction by any Indemnifying
Party relating to this Agreement including an Indemnifying Party's
manufacture, sale, use, lease or other disposition of 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,
2004, 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 improvements jointly developed by
LICENSOR and LICENSEE or 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 during the
term of this Agreement 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.  If a party supplies the other with any materials or
information, and also 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
or working with such materials or information; 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, or while working with such materials or information,
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, 2004 or as of any anniversary
thereof by giving LICENSOR prior notice thereof unless sooner
terminated as hereinafter provided.  Such notice shall be made in
writing and shall be given between 60 and 90 days prior to the effective
date for which such termination is to be effective. If LICENSEE
decides to terminate this Agreement for any reason, LICENSEE shall
provide LICENSOR, along with the aforementioned notice of
termination, with a written report describing the reasons for such
termination.  After  the expiration or termination of this Agreement,
LICENSEE shall have no right to sell, and no obligation to manufacture
and deliver, SPD Emulsions and Light Valve Film which embodies
LICENSOR's patented technology or confidential Technical
Information 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.

     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 and any obligation arising
under Section 7.3 for LICENSEE to pay any patent maintenance fees
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 Article14 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. Nothing contained in this License Agreement,
however, shall be construed as restricting LICENSEE's ability to sell
materials to any customer if such materials do not use any of the 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. While this Agreement is in force, 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. The parties have agreed on the initial
press release which shall be issued in conjunction with this License
Agreement, and both parties must agree prior to issuing any subsequent
press releases regarding this License Agreement or the work that
LICENSEE is doing hereunder, provided that LICENSOR and
LICENSEE acknowledge that each are public companies with
disclosure obligations that may require a party disclose in future press
releases and regulatory filings additional information about this License
Agreement and the subject matter hereof.

     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: John E. Mc Glade
          Vice President and General Manager, Performance Materials
               Air Products and Chemicals, Inc.
               7201 Hamilton Boulevard
               Allentown, PA 18195-1501
               Facsimile:     610-706-7532
               Telephone:     610-481-6597

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:/s/ Joseph M. Harary
      Joseph M. Harary, President and COO
      Date: May 2, 2003

AIR PRODUCTS AND CHEMICALS, INC.



By:/s/ John E. Mc Glade
     John E. Mc Glade
     Vice President and General Manager, Performance Materials
     Date: May 2, 2003

<PAGE>
                                   Schedule A
                              (As of May 2, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

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


<PAGE>
                        Schedule B  (As of May 2, 2003)
             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 (except  Korea
                              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
products       Worldwide
                              including windows, flat panel displays,
                              automotive vehicle rear-view mirrors and
                              sunvisors (installed as original equipment
                              on Korean-made cars), and sunroofs; SPD film
                              for licensees and prospective licensees

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

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

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

Razor's Edge Technologies, Inc.         Architectural 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>5
<FILENAME>ex1032kl.txt
<DESCRIPTION>EXHIBIT 10.32-KERROS LIMITED LICENSE AGREEMENT
<TEXT>
[EXHIBIT 10.32- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]

               SPD-SMART AUTOMOTIVE WINDOW LICENSE
                            AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                         KERROS LIMITED

     This License Agreement ("Agreement") effective as of May 30,
2003 by and between RESEARCH FRONTIERS INCORPORATED,
a Delaware corporation ("LICENSOR") and KERROS LIMITED, a
corporation organized under the laws of the United Kingdom
("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 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 architectural applications, aircraft, space craft
and space-stations, and windows for vehicles not specified as being
included in the definition of Light Valve Transportation Vehicle
Window Product, 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 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 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 such as a camper or
motor home, light trucks, vans, sport utility vehicles, agricultural
vehicles, earth moving and excavation equipment, but shall not
include other types of vehicles such as aircraft, boats, mobile cranes,
trains, space craft and space-stations. For purposes of this
Agreement and the license granted pursuant to Section 2.1 hereof, a
Light Valve Transportation Vehicle Window Product may only be
sold by LICENSEE as an after-market product, or, provided a ten
percent (10%) earned royalty is paid on such sales pursuant to
Section 3.1 hereof, as original equipment but only as original
equipment on a Land Rover, TVR, Lotus or Aston Martin vehicle, or
as original equipment on a recreational vehicle such as a camper or
motor home, an agricultural vehicle such as a tractor or harvester, or
as original equipment on earth moving and excavation equipment.

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; and (B) $100 per window. The aforementioned $100
figure specified in clause (B) 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 Motor Vehicle Parts and
Accessories (the "Index") for the 12 month period ending in
December of the prior year, prepared by the Bureau of Labor
Statistics of the United States Department of Labor (or if the Index is
not then being published, the most nearly comparable successor
index).  In calculating a genuine selling price of a product for the
above calculation, such price may be reduced only by the applicable
proportions of the following if, and to the extent that, amounts in
respect thereof are reflected in such selling price: (i) normal trade
discounts actually allowed; (ii) sales, use or excise and added value
taxes and custom duties paid; (iii) if the genuine selling price is other
than f.o.b. factory, amounts paid for f.o.b. transportation of the
product to the customer's premises or place of installation or
delivery; (iv) insurance costs and the costs of packing material,
boxes, cartons and crates required for shipping; provided, however,
that for purposes of this calculation, the genuine selling price of a
product may not be less than 90% of the gross selling price of said
product after all deductions (other than taxes) 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. If LICENSEE requests additional rights
and licenses from LICENSOR, or to expand the scope of this
Agreement to include other Licensed Products, the parties agree to
negotiate in good faith for such additional rights and licenses, and the
compensation to LICENSOR therefor, but there can be no assurance
that such rights and licenses will be available or granted in the
future.

     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%) (except as otherwise provided in the
definition of "Light Valve Transportation Vehicle Window Product"
under which a 10% earned royalty may apply) 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
monthly basis and made within 15 days after the end of the calendar
month 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 month, 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 month, 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 month 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. If
LICENSEE wants to engage in special marketing or other
campaigns, LICENSOR and LICENSEE shall consult with each
other regarding such campaigns, without further obligation on either
party to participate in, or facilitate, such campaigns.

     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]

LICENSEE may credit payments under this Section 3.2 in any year
against any payment due under Section 3.1 hereof with respect to
sales of Licensed Products made during such year.

     3.3 Time and Method of Payment. [Confidential Information
Omitted and filed separately with the Securities and Exchange
Commission] Each subsequent payment under Section 3.2 to
LICENSOR shall be made on or before January 31 of each license
year commencing January 1, 2005.  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 JP Morgan Chase
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. Except to the extent that disclosure is required by
LICENSOR under generally accepted accounting principals or
pursuant to law or applicable regulations, and except to the extent
required to enforce LICENSOR's rights hereunder, any confidential
information disclosed to LICENSOR during such audit shall be kept
confidential.

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. If requested by LICENSEE, at LICENSEE's
expense, LICENSOR shall provide LICENSEE with any non-
confidential information reasonable required and readily obtainable
by LICENSEE to help LICENSEE obtain any such necessary
approvals. To the extent that confidential information of LICENSOR
is required to obtain such approvals, LICENSOR will only provide
such confidential information in a manner consistent with the full
protection of the confidentiality of such information.

     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 adequate
product liability and other liability insurance covering its operations
relating to the subject matter of this Agreement and, if available on
commercially reasonable terms, shall name LICENSOR as an
additional insured. Upon request, LICENSEE shall 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 (other than
loss of market value of LICENSOR's equity securities), 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
any date to which this Agreement may have been extended by
LICENSEE exercising the extension options listed below in this
Section 10.3) 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.  If such notice is given by
LICENSOR to terminate this Agreement on or before  December 31,
2010, then LICENSEE may elect, by return notice to LICENSOR
within 30 days of receipt of LICENSOR's notice of termination, to
extend the term of this Agreement until December 31, 2010;
provided that LICENSEE has faithfully performed all of its
obligations under this Agreement, including but not limited to, the
timely payment of all royalties and accurate reporting of all sales of
Licensed Products hereunder during the term of this Agreement.  If
such notice is given by the LICENSOR to terminate this Agreement
on or after December 31, 2010, then the LICENSEE shall be entitled
to an option to extend the term of this Agreement until December 31,
2013 under the same terms, conditions and procedures as specified in
the second sentence of this Section 10.3.  If any such extension takes
place under the preceding two  sentences, then this Agreement shall
continue in force after December 31st. 2010 or December 31st, 2013
(as the case may be) subject to the LICENSOR's right to terminate in
accordance with the first sentence of this Section 10.3.
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. Notwithstanding anything contained in Section
10.4 to the contrary, if LICENSOR has terminated this Agreement
pursuant to the immediately preceding sentence, provided that any
such breach is cured by the termination date of this Agreement,
LICENSEE may complete and deliver any Licensed Products sold by
LICENSEE pursuant to binding contracts entered into prior to the
date of receipt by LICENSEE of such notice of termination by
LICENSOR.

     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 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 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.  Such guarantee by
LICENSEE to LICENSOR shall only extend to cover activities
occurring through the termination or expiration of this Agreement
(including any extension to such term of this Agreement made by
LICENSEE or any successor entity pursuant to Section 10.3 hereof).
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:  Kevin Roberts, Managing Director
           Kerros Limited (t/a IntelliTint)
           Aizlewood Business Centre
           Aizlewoods Mill
           Nursery Street, Sheffield. S3 8GG UNITED
           KINGDOM
           Facsimile:     XXX-XXX-XXXX
           Telephone:     011-44-1246-826680

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:/s/ Joseph M. Harary
      Joseph M. Harary, President
      Date: May 30, 2003

KERROS LIMITED


By:/s/ Michael Parker
      Michael Parker, Chief Executive Officer
      Date: May 30, 2003



                                   Schedule A
                              (As of May 30, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex1033ti.txt
<DESCRIPTION>EXHIBIT 10.33-TRACO INC. LICENSE AGREEMENT
<TEXT>
[EXHIBIT 10.33- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]


               SPD-SMART WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                           TRACO, INC.

     This License Agreement ("Agreement") effective as of June 6,
2003 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
TRACO, INC., a Pennsylvania 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 to, other window products not specifically defined herein,
such as 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, door, skylight, or
curtainwall 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; and (B) $100 per Light Valve Architectural Window
Product. The aforementioned $100 figure specified in clause (B)
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%) (subject to Section 3.3 hereof) 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 5% (subject to Section 3.3
hereof) of the Net Selling Price of the Licensed Product to the
ultimate end-user of such Licensed Product, and LICENSEE shall be
responsible for accurately determining such Net Selling Price and
paying it to LICENSOR. 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.[Confidential
Information Omitted and filed separately with the Securities and
Exchange Commission] if LICENSEE elects, by checking the
following box  [X]  whereby LICENSEE agrees to pay a ten percent
(10%) earned royalty on sales of Licensed Products under Section
3.1 hereof. 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 improvement or
modification made by LICENSOR through December 31, 2005 shall
be added to Schedule A hereof and shall be included in the rights and
licenses granted hereunder pursuant to Section 2.1. 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 December 31, 2005 relating to Light Valves, or
Licensed Products, and  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.   Any
other 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, 2005 or as
of any anniversary thereof  upon at least 30 days' notice to
LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one years' notice of any 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 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 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 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: Robert P. Randall, President
               Traco, Inc.
               71 Progress Avenue
               Cranberry Township, PA 16066-3596 USA
               Facsimile:     724-776-7069
               Telephone:     724-776-7015

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:/s/ Joseph M. Harary
      Joseph M. Harary, President
      Date: June 6, 2003

TRACO, INC.


By:/s/ Robert J. Dickson
      Robert J. Dickson-Vice President
      Date: June 4, 2003


                                   Schedule A
                              (As of June 6, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex1034sg.txt
<DESCRIPTION>EXHIBIT 10.34-SAINT GOBAIN LICENSE AGREEMENT
<TEXT>

[EXHIBIT 10.34- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]

               SPD SMART WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                 SAINT-GOBAIN GLASS FRANCE S.A.

     This License Agreement ("Agreement") effective as of June 16,
2003 by and between RESEARCH FRONTIERS INCORPORATED,
a Delaware corporation ("LICENSOR") and SAINT-GOBAIN GLASS
FRANCE S.A., a corporation organized under the laws of France and
a wholly-owned and controlled subsidiary of Compagnie de Saint-
Gobain S.A. ("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 "Applicable Percentage" for each calendar year shall be 8% for the
calendar years 2003 and 2004, 7% for the calendar years 2005, and
2006, 6% for the calendar years 2007 and 2008, and 5% for each
calendar year thereafter.

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, Light Valve Transportation Vehicle Window Product,  Light
Valve Appliance Window Product, Light Valve Sunvisor Product,  or
a Light Valve Automotive Mirror 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, and toys.  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, Light Valve Transportation Vehicle Window
Product,  Light Valve Appliance Window Product, Light Valve
Sunvisor Product,  or a Light Valve Automotive Mirror Product
incorporating a Light Valve. A Licensed Product shall include Light
Valve Architectural Window Products and Light Valve Transportation
Vehicle Window Products used for security (i.e. armored and bullet-
resistant)  glazings, as well as a Light Valve placed in front of an
information display to enhance the contrast of the information shown
on the display.

"Licensed Territory " means all countries of the world except North
and South Korea, and shall include North and South Korea at such
time, if ever, that any exclusive license given in North or South Korea,
including any future extensions thereof, expires.

"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. LICENSEE's current liquid crystal windows such as are
being sold under the Privalite name shall not be considered a Light
Valve.

"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 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 Automotive Mirror Product" means a means a Light
Valve used or intended for use solely as an interior or exterior mirror
(other than a vanity or cosmetic mirror) attached to and used in
Transportation Vehicle, but shall not include an interior or exterior
mirror attached to and installed as original equipment in non-military
and commercial automotive vehicles classified in Class 5 through 8,
namely trucks, buses, construction vehicles, firetrucks, and other
specialty land vehicles, all with gross vehicle weights over 16,000
pounds.

"Light Valve Sunvisor Product" means a Light Valve intended for use
and used solely as a sunvisor (which may comprise more than one
segment) attached to the interior of Transportation Vehicle in the
manner hereinafter described, which is capable of being controlled
automatically or by the user to protect the user's eyes from sunlight or
glare, and each segment of which has a viewing area no larger than
0.25 (one-quarter) square meter.  A Light Valve Sunvisor Product must
either be (a) attached to the interior of a window or windshield, the
interior of the body, or to an accessory on the inside, of a
Transportation Vehicle by means of a relatively small rod, post or hinge
mechanism, or (b) attached to the housing of a rear-view mirror inside
such Transportation Vehicle provided that the sunvisor so attached is
not used to obstruct the mirror so as to vary the reflectivity of such
mirror, and is only used to block sunlight or glare next to such mirror.

"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 "Net Selling Price" of a Licensed Product on which royalties are
payable shall be the larger of the following: (A) the genuine bona fide
arm's length selling price of Processing Sublicensee hereunder ex
works Processing Sublicensee's  factories at which customers (which
customers can be affiliated or non-affiliated with such Processing
Sublicensee, provided that LICENSEE or its Processing Sublicensee(s)
does not discriminate against non-affiliated customers, provided that
Processing Sublicensee may charge different prices for different
customers if there is a commercially reasonable reason for doing so
such, but not limited to, as differences in sales volumes) are billed in
the usual course of business for a Licensed Product; (B) $50 in the case
of  a Licensed Product which has a surface area of less than two square
feet, and $100 in the case of a Licensed Product which has a surface
area of at least two square feet. The aforementioned $50 and $100
figures specified in clause (B) 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 ex works Processing Sublicensee's factories, 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 total amount of
deductions for clause (iv) above may not constitute more than 15% of
the gross selling price of said product, if any.  LICENSOR and
LICENSEE acknowledge that neither LICENSEE nor its Processing
Sublicensee(s)  currently provide, nor intend to provide, wiring,
installation and related services with respect to Licensed Products. If
these services are included in the future, the Net Selling Price shall
include amounts charged for any wiring, installation, and related
services provided by Processing Sublicensee hereunder.

"Processing Sublicensee" shall mean LICENSEE's sublicensee(s) who
will be processing (i.e. laminating SPD film into a glazing) the
Licensed Products. The parties hereto understand that all
manufacturing, sales, leases or other dispositions of Licensed Products
under this Agreement shall be carried out by a Processing Sublicensee,
and if no such sublicensee has been designated by LICENSEE to be the
Processing Sublicensee hereunder to carry out such activities, then
Processing Sublicensee shall mean LICENSEE. At the Effective Date,
Techniver, SA will be the Processing Licensee and will consolidate and
report all sales of Licensed Products for purposes of fulfilling
LICENSEE's reporting obligations under Section 3.1 hereof.

"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.

"Transportation Vehicle" shall mean passenger cars, recreational
vehicles, boats, trucks, mobile cranes, and trains, but shall not include
other types of vehicles such as military vehicles, aircraft, space craft
and space-stations.

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, if added
in the future pursuant to the provisions of Section 7.2(c) hereof,
hereafter listed on Schedule A attached hereto or (ii) unexpired patents
which issue from pending patent applications now or, if added in the
future pursuant to the provisions of Section 7.2(c) hereof, hereafter
listed in Schedule A, 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 agree in writing 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 after 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, or cause Processing Sublicensee
to pay, LICENSOR an earned royalty which shall be the Applicable
Percentage 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
Processing Sublicensee and sold, leased, used or otherwise disposed of
by or for Processing 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 Processing Sublicensee
hereunder.  Each royalty payment shall be in U.S. dollars and shall be
accompanied by a statement by Processing Sublicensee showing in
reasonable detail the amount of Licensed Products sold, used, leased or
otherwise disposed of by or for Processing Sublicensee 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.  Processing Sublicensee 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 Processing Sublicensee. Upon
LICENSEE's request, but no more frequently than once a year,
Processing Sublicensee shall furnish to LICENSOR at the same time
it becomes publicly available, a copy of  brochures published or
distributed by Processing Sublicensee relating to Licensed Products.
Failure to provide such materials shall not be considered a material
breach of this Agreement. Although sales reports must still be
submitted quarterly as outlined above, notwithstanding anything
contained in this Section 3.1 to the contrary, during the calendar years
2003, 2004 and 2005, Processing Sublicensee may pay earned royalties
under this Section 3.1 for the entire calendar year on or before
December 31 of such calendar year provided that Processing
Sublicensee has complied on a timely basis with all of its reporting and
other obligations under this Agreement.

     3.2  Minimum Royalties - Regardless of whether Processing
Sublicensee is selling any Licensed Products, during the term of this
Agreement LICENSEE agrees to pay LICENSOR the non-refundable
minimum annual 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 JP Morgan Chase 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
Processing 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 France) may audit
such records, files and books of accounts to determine the accuracy of
the statements given by Processing Sublicensee pursuant to Section 3.1
hereof.  Such an audit shall be made upon reasonable advance notice to
Processing Sublicensee 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 Processing
Sublicensee of any term of this Agreement, or an underpayment error
in excess of five percent of the total monies paid to LICENSOR by
Processing Sublicensee during the audited period, in which case
Processing Sublicensee shall bear the full cost of such audit.
Processing Sublicensee 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 are
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 and LICENSOR each represent and warrant to the other
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, in the case of
LICENSOR, 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, in the case of LICENSOR, products
incorporating Light Valves, under such mark or marks, and may use the
adopting party's logo in connection therewith.  If legally required for
the protection of LICENSOR's intellectual property, 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, and LICENSEE shall have reasonable
discretion on how it complies with the provisions of this Section 5.1.

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 or relating to 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.  However, other than Technical Information disclosed on
or prior to the Effective Date of this Agreement, any future information
about improvements and modifications which LICENSOR wishes to
directly disclose to LICENSEE shall first be described by LICENSOR
to LICENSEE in a general non-confidential way and LICENSEE may
then request by written notice that LICENSOR disclose to LICENSEE
the more detailed Technical Information which would be subject to the
Confidentiality and other provisions of Section 12.1.If LICENSEE does
not request by written notice that such Technical Information be
disclosed to it, then the disclosure of such information by LICENSOR
shall not extend the time period provided for in Section 12.1. In
connection therewith, LICENSOR, may voluntarily add patents and/or
patent applications to Schedule A hereof and LICENSOR shall provide
LICENSEE with written notice listing such additional patents and/or
patent applications to be so added to Schedule A hereof.  Such  patents
and patent applications shall not be incorporated into Schedule A
unless LICENSEE shall notify LICENSOR within ninety (90) days of
LICENSOR's notice that LICENSEE agrees to add such patents and
patent applications to Schedule A, in which case such patents or patent
applications shall be added to Schedule A effective as of the date of the
original notice by LICENSOR.  No addition of any patent or patent
application to Schedule A hereof nor any disclosure of any information
by LICENSOR shall in any way establish a course of dealing or
otherwise require LICENSOR to add any future patents or patent
applications to Schedule A hereof or 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, if added in the future pursuant to the provisions of
Section 7.2(c) hereof, 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 (such visit to be authorized in writing
by the party concerned) 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.  To the extent required by law
and only in territories where it is so required and requested by a party,
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
last to expire of the patents (or patents issuing from patent applications)
now or, if added in the future with LICENSEE's consent pursuant to
the provisions of Section 7.2(c) hereof, hereafter listed in Schedule A
hereof (the "Licensed Patents"). Except as specifically provided for in
Section 10.4 with respect to certain Licensed Products that may be sold
out of inventory by LICENSEE shortly after the termination of this
Agreement, if this Agreement shall terminate (other than through
expiration after the last to expire of the Licensed Patents), all rights and
licenses granted under Section 2.1 hereof shall terminate and
LICENSEE shall have no obligation to pay royalties to LICENSOR
pursuant to Section 3.1 hereof after such termination. Notwithstanding
anything to the contrary in this Agreement, if this Agreement has not
been terminated prior to its expiration by LICENSEE pursuant to
Section 10.2 hereof, or by LICENSOR pursuant to the second sentence
of Section 10.3 hereof, and this Agreement then so expires, then upon
the last to expire of the Licensed Patents, the present license shall be
fully paid up and LICENSEE shall have the nonexclusive royalty-free
license to use the Technical Information received by it now or, if
provided in the future to LICENSEE with LICENSEE's consent
pursuant to the provisions of Section 7.2(c) hereof, to make, have
made, and to lease, sell or otherwise dispose of Licensed Products.

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

     10.4  Effect of Termination.  Except for the royalty-free license
specifically provided for in the last sentence of Section 10.1 which may
become effective upon the expiration of this Agreement, 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 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 (to the
extent that Licensed Products have been sold by LICENSEE but such
sale has not yet been reported by LICENSEE and a royalty paid
thereon) , 3.5, 4.2, 4.3, 4.4, 4.5, 4.6, 6.1, 6.2, 8.3, 8.4, 10.1, 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 (subject to the provisions and
limitations contained in Section 7.2(c) hereof), 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 terms 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 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 Internet web site. Any links between
LICENSOR's and LICENSEE's, or their  subsidiaries' and
sublicensees',  Internet web sites shall require the consent of such
parties. The parties have agreed on the initial press release which shall
be issued in conjunction with this License Agreement, and both parties
must agree prior to issuing any subsequent formal press releases
regarding this License Agreement.  Neither party may unreasonably
withhold or delay any consent if the other party has been advised in
writing (with a copy of such written communication being provided to
the other party) by its lawyers or accountants that such press release is
necessary under Generally Accepted Accounting Principles or under
other applicable laws or regulations.  The parties agree that any agreed-
upon press release  may be issued over the news wires such as
BusinessWire or PR Newswire, as well as placed on the issuing party's
Internet web site, but that copies of the press release may not be
emailed to mass distribution lists by a party without the other party's
consent.

     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: Jean-Jacques Massol
               Deputy Director,Technology
               Saint-Gobain Glass France S.A.
               "Les Miroirs"
               18, Avenue D'Alsace
               92400 Courbevoie, FRANCE
               Facsimile: (33) 1 47 62 50 46
               Telephone: (33) 1 47 62 35 17

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.

     14.14 Schedule A. Schedule A lists, to the best of LICENSOR's
knowledge, all patents and patent applications relating to Licensed
Products owned or controlled by LICENSOR as of the Effective Date.

     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:/s/ Robert L. Saxe
      Robert L. Saxe, Chairman
      Date: June 16, 2003

SAINT-GOBAIN GLASS FRANCE S.A.


By:/s/ Jean-Luc Dechoux-Vice
      Jean-Luc Dechoux-Vice President R&D
      Date: June 16, 2003
                                   Schedule A
                             (As of June 16, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex1035vl.txt
<DESCRIPTION>EXHIBIT 10.35-VISION LIMITED LICENSE AGREEMENT
<TEXT>
[EXHIBIT 10.35- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]

               SPD-SMART WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
            VISION (ENVIRONMENTAL INNOVATION) LIMITED

     This License Agreement ("Agreement") effective as of August
1, 2003 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
VISION (ENVIRONMENTAL INNOVATION) LIMITED, a
corporation formed under the laws of the United Kingdom
("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 to, other window products not specifically defined herein,
such as 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 the United Kingdom.

"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; and (B) $100 per window. The aforementioned $100
figure specified in clause (B) 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%) (subject to Section 3.3 hereof) 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 5% (subject to Section 3.3
hereof) of the Net Selling Price of the Licensed Product to the
ultimate end-user of such Licensed Product, and LICENSEE shall be
responsible for accurately determining such Net Selling Price and
paying it to LICENSOR. Payments under this Section 3.1 shall be
made on a quarterly basis and made within 30 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. [Confidential
Information Omitted and filed separately with the Securities and
Exchange Commission] if LICENSEE elects, by checking the
following box  [X] whereby LICENSEE agrees to pay a ten percent
(10%) earned royalty on sales of Licensed Products under Section
3.1 hereof. 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 the United Kingdom)  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, 2005 or as
of any anniversary thereof  upon at least 30 days' notice to
LICENSEE for any reason, provided, however, that LICENSOR
shall give LICENSEE at least one years' notice of any 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, 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  (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 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 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: Robert Hudson, President
               Vision (Environmental Innovation) Limited
               17 Delft Gardens
               Waterlooville, Hampshire PO8 8SP UNITED
               KINGDOM
               Facsimile:     011-442-392-250-374
               Telephone:     011-442-392-250-374

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:/s/ Joseph M. Harary
      Joseph M. Harary, President
      Date: August 1, 2003

VISION (ENVIRONMENTAL INNOVATION) LIMITED



By:/s/ Robert Hudson
      Robert Hudson, President
      Date: August 1, 2003


                                   Schedule A
                             (As of August 1, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

6,606,185B2         Robert L. Saxe
     "SPD Films and Light Valves Comprising Liquid
Suspensions of Heat-Reflective Particles of
Mixed Metal Oxides and Methods of Making
Such Particles"     08/12/03  12/08/14


<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex1036igc.txt
<DESCRIPTION>EXHIBIT 10.36-INNOVATIVE GLASS CORP LICENSE AGREEMENT
<TEXT>
[EXHIBIT 10.36- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]

               SPD-SMART WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                  INNOVATIVE GLASS CORPORATION

     This License Agreement ("Agreement") effective as of
November 13, 2003 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
INNOVATIVE GLASS CORPORATION, a New York 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 to, other window products not specifically defined herein,
such as 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 the United States of America, Canada
and Mexico.

"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. LICENSEE's current liquid
crystal windows shall not be considered a Light Valve.

"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, related electronics and controllers,
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; and (B) $100 per
window. The aforementioned $100 figure specified in clause (B)
above shall be adjusted upward as of each January 1st hereafter
beginning on January 1, 2005 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%) (subject to Section 3.3 hereof) 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 (but nothing
contained in this Agreement shall permit LICENSEE to sell Licensed
Products to manufacturers of doors, windows, skylights or other
architectural or automotive window products unless such companies
are also licensed by LICENSOR to sell such products), the
aforementioned earned royalty shall be 10% (subject to Section 3.3
hereof) of the Net Selling Price of the Licensed Product to such
intermediate party who resells  such Licensed Product. Payments
under this Section 3.1 shall be made on a monthly basis and made
within 10 days after the end of the calendar month 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 month,
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 month, 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
month 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. LICENSOR shall have the right, but
not the obligation, to approve any use by LICENSEE of its name,
logo, or other information about Licensed Products, and to require
the correction of any inaccurate information.

     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, 2005. [Confidential
Information Omitted and filed separately with the Securities and
Exchange Commission] if LICENSEE elects, by checking the
following box  [X] [Confidential Information Omitted and filed
separately with the Securities and Exchange Commission] and a ten
percent (10%) earned royalty on sales of Licensed Products under
the first sentence of Section 3.1 hereof, and a fifteen percent (15%)
earned royalty on sales of Licensed Products under the second
sentence of Section 3.1 hereof. 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, Canada or Mexico)  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 Customer Referrals.  Although LICENSOR is under no
obligation to do so, LICENSOR may from time to time refer
customers to LICENSEE. In the event that such customer purchases,
leases or rents products or services from LICENSEE other than a
Licensed Product upon which a royalty is paid by LICENSEE to
LICENSOR, LICENSEE shall include the details of such transaction
in its monthly report under Section 3.5 hereof, and shall pay
LICENSOR a sales commission equal to 10% of the amount
received from such customer for which a royalty under Section 3.1
hereof is not paid. No such payment shall be due from LICENSEE to
LICENSOR if the referred customer was already a customer of
LICENSEE prior to the date of referral by LICENSOR and
LICENSEE informs LICENSOR of such fact at the time that the
referral by LICENSOR is made.

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.

     4.8 Promotional Activities. [Confidential Information Omitted
and filed separately with the Securities and Exchange Commission]
In addition, LICENSEE shall promptly develop and maintain a web
site relating to its business which prominently features LICENSOR's
SPD technology and LICENSEE's relationship to LICENSOR, and
shall participate at industry trade shows and conferences and/or
engage in other marketing and promotional activities reasonably
necessary to promote LICENSOR's SPD technology and
LICENSEE's business relating thereto.

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. Upon request, LICENSEE
shall 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.

     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
subsequent 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 subsequent 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. In addition, notwithstanding
anything contained herein to the contrary, if LICENSEE has elected
to pay higher percentage royalties pursuant to Section 3.3 hereof,
LICENSOR may terminate this license upon 90 days written notice
at any time that the actual royalties received by LICENSOR from
LICENSEE in any year pursuant to Section 3.1 hereof does not
exceed the amounts for that year specified in Section 3.2 hereof.

     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 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 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: Steven Abadi, President
               Innovative Glass Corporation
               25 Madison Avenue
               Jericho, New York 11753 USA
               Facsimile:     (516) 937-5042
               Telephone:     (516) 822-2880

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:/s/ Joseph M. Harary
      Joseph M. Harary, President
      Date: November 13, 2003

INNOVATIVE GLASS CORPORATION


By:/s/ Steven Abadi
      Steven Abadi, President
      Date: November 4, 2003
<PAGE>
                                   Schedule A
                           (As of November 13, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

6,606,185B2         Robert L. Saxe
     "SPD Films and Light Valves Comprising Liquid
Suspensions of Heat-Reflective Particles of
Mixed Metal Oxides and Methods of Making
Such Particles"     08/12/03  12/08/14


<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex1037ll.txt
<DESCRIPTION>EXHIBIT 10.37-LEMINUR LIMITED LICENSE AGREEMENT
<TEXT>
[EXHIBIT 10.37- 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.
Omitted confidential information is indicated in brackets in this Exhibit.]

               SPD-SMART WINDOW  LICENSE AGREEMENT
                             BETWEEN
                 RESEARCH FRONTIERS INCORPORATED
                               AND
                        LEMINUR LIMITED.

     This License Agreement ("Agreement") effective as of
December 11, 2003 by and between RESEARCH FRONTIERS
INCORPORATED, a Delaware corporation ("LICENSOR") and
LEMINUR LIMITED., a Cyprus 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 to, other window products not specifically defined herein,
such as 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 the Russian Federation, Armenia,
Azerbaijan, Belarus, Estonia, Georgia, Kazakhstan, Kyrgyz,
Republic, Latvia, Lithuania, Moldova, Tajikistan, Turkmenistan,
Ukraine and Uzbekistan.

"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, related electronics and controllers,
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; and (B) $100 per
window. The aforementioned $100 figure specified in clause (B)
above shall be adjusted upward as of each January 1st hereafter
beginning on January 1, 2005 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.  Payments under this Section 3.1 shall be made on a
monthly basis and made within 10 days after the end of the calendar
month 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 month, 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 month, 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 month 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.
LICENSOR shall have the right, but not the obligation, to approve
any use by LICENSEE of its name, logo, or other information about
Licensed Products, and to require the correction of any inaccurate
information.

     3.2  Minimum Royalties - Regardless of whether LICENSEE
is selling any Licensed Products, during the term of this Agreement
LICENSEE agrees to pay LICENSOR a [Confidential Information
Omitted and filed separately with the Securities and Exchange
Commission]  initial license fee and 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 or Russia)  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 Customer Referrals. Although LICENSOR is under no
obligation to do so, LICENSOR may from time to time refer
customers to LICENSEE. In the event that such customer purchases,
leases or rents products or services from LICENSEE other than a
Licensed Product upon which a royalty is paid by LICENSEE to
LICENSOR, LICENSEE shall include the details of such
transaction in its monthly report under Section 3.5 hereof, and shall
pay LICENSOR a sales commission equal to 10% of the amount
received from such customer for which a royalty under Section 3.1
hereof is not paid. No such payment shall be due from LICENSEE
to LICENSOR if the referred customer was already a customer of
LICENSEE prior to the date of referral by LICENSOR and
LICENSEE informs LICENSOR of such fact at the time that the
referral by LICENSOR is made.

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.

     4.8 Promotional Activities. [Confidential Information Omitted
and filed separately with the Securities and Exchange Commission].
In addition, LICENSEE shall promptly develop and maintain a web
site relating to its business which prominently features
LICENSOR's SPD technology and LICENSEE's relationship to
LICENSOR, and shall participate at industry trade shows and
conferences and/or engage in other marketing and promotional
activities reasonably necessary to promote LICENSOR's SPD
technology and LICENSEE's business relating thereto.

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. Upon request, LICENSEE
shall 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.

     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 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 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: Vadim Khromov, attorney-in-fact
               LEMINUR LIMITED.
               Archiepiskopou Makariou III, 80
               Panou Englezou, 5-th floor, Flat/Office 500
               P.C. 1077, Nicosia, Cyprus
               Facsimile:     7 095 133 5468
               Telephone:     7 095 506 1990,+7 095 743 2677

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:/s/ Joseph M. Harary
     Joseph M. Harary, President
      Date: December 11, 2003

LEMINUR LIMITED.

By:/s/ Vadim Khromov
      Vadim Khromov, attorney-in-fact
      Date: November 28, 2003



                                   Schedule A
                           (As of December 11, 2003)



LIST OF UNITED STATES, INTERNATIONAL AND
FOREIGN PATENTS AND PATENT APPLICATIONS
              (*-indicates a patent with respect to non-US filings)

                                                  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


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

                             Schedule A (Continued)

                                             Date    Expiration
Patents in the United States            Issued  Date

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


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

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


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


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


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


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

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

                              Schedule A (Continued)

                                             Date    Expiration
Patents in the United States       Issued  Date

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

                                             Date    Expiration
Patents in the United States            Issued  Date

6,517,746           Robert L. Saxe et al.
               "Polyhalide Particles and Light Valves
                Comprising Same"        02/11/03  01/05/21

6,522,446                Robert L. Saxe
               "Anisometrically Shaped Metal Particles,
               Liquid Suspensions and Films Thereof And
 Light Valves Comprising Same"          02/18/03  04/25/21

6,529,312B1              Robert L. Saxe
               "Anisometrically Shaped Carbon and/or
Graphite Particles, Liquid Suspensions and Films
Thereof And Light Valves
Comprising Same"         03/04/03  06/07/19
[See also U.S. Patent Application No. 10/330,645 filed
December 27, 2002, a continuation-in-part of this
patent]

6,606,185B2         Robert L. Saxe
     "SPD Films and Light Valves Comprising Liquid
Suspensions of Heat-Reflective Particles of
Mixed Metal Oxides and Methods of Making
Such Particles"     08/12/03  12/08/14

<PAGE>
                       PENDING UNITED STATES APPLICATIONS

Serial Number                           Filing Date

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

                       PENDING INTERNATIONAL APPLICATIONS

Serial Number                           Filing Date

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


                       FOREIGN PATENTS AND PATENT APPLICATIONS


         Patent Number
            or
Country   Serial Number Issued Filed Expiration

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


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>11
<FILENAME>ex311.txt
<DESCRIPTION>CERTIFICATION OF ROBERT L. SAXE
<TEXT>


EXHIBIT 31.1                         CERTIFICATION

I, Robert L. Saxe, the Chairman and Chief Executive Officer
of Research Frontiers Incorporated ("RFI" or the "Registrant")
certify that:

1.  I have reviewed this annual report on Form 10-K/A of RFI;

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 the registrant as of, and for, the
periods presented in this report;

4.    The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;

(b)   Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(c)   Disclosed in this report any change in the registrant's  internal
control over financial reporting that occurred
during the registrant's  most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's  internal control over financial reporting; and

5.    The registrant's other certifying officer and I have
disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's  auditors and
the audit committee of the registrant's  board of directors (or
persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the registrant's  ability to record, process, summarize and
report financial information; and

(b)   Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's internal control over financial reporting.

Date: October 19, 2004               /s/ Robert L. Saxe
                                      Robert L. Saxe, Chairman and
                                      Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>12
<FILENAME>ex312.txt
<DESCRIPTION>CERTIFICATION OF JOSEPH M. HARARY
<TEXT>
EXHIBIT 31.2                         CERTIFICATION

    I, Joseph M. Harary, President, Chief Operating Officer, Treasurer and
Chief Accounting Officer of Research Frontiers Incorporated ("RFI"
or the "Registrant") certify that:

1.  I have reviewed this annual report on Form 10-K/A of RFI;

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 the registrant as of, and for, the
periods presented in this report;

4.    The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures
to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;

(b)   Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

(c)   Disclosed in this report any change in the registrant's  internal
control over financial reporting that occurred
during the registrant's  most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's  internal control over financial reporting; and

5.    The registrant's other certifying officer and I have
disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's  auditors and
the audit committee of the registrant's  board of directors (or
persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to adversely
affect the registrant's  ability to record, process, summarize and
report financial information; and

(b)   Any fraud, whether or not material, that involves
management or other employees who have a significant role in
the registrant's  internal control over financial reporting.

Date: October 19, 2004               /s/ Joseph M. Harary
                                      Joseph M. Harary, President, Treasurer
                                      and Chief Accounting Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>13
<FILENAME>ex321.txt
<DESCRIPTION>CERTIFICATION OF ROBERT L. SAXE
<TEXT>
EXHIBIT 32.1

            CERTIFICATION BY CHIEF EXECUTIVE OFFICER
               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 Amendment No. 1 to the Annual Report
of Research Frontiers Incorporated (the "Company")  on Form 10-
K/A for the fiscal year ended December 31, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the
"Report") , I, Robert L. Saxe, Chairman 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 to my knowledge:

(1) The Report fully complies with the requirements of Section
13(a) or 15(d) 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 issuer.


/s/  Robert L. Saxe
     Robert L. Saxe
     Chairman and Chief Executive Officer
     October 19, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>14
<FILENAME>ex322.txt
<DESCRIPTION>CERTIFICATION OF JOSEPH M. HARARY
<TEXT>
EXHIBIT 32.2

                        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 Amendment No. 1 to the Annual Report
of Research Frontiers Incorporated (the "Company")  on Form 10-
K/A for the fiscal year ended December 21, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the
"Report") , I, Joseph M. Harary, President, Treasurer and Principal
Accounting 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 to my knowledge:

(1) The Report fully complies with the requirements of Section
13(a) or 15(d) 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 issuer.


/s/  Joseph M. Harary
     Joseph M. Harary
     President, Treasurer and Chief Accounting Officer
     October 19, 2004

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