This LICENSE AGREEMENT (this "Agreement") is made and entered into as of the 26th day of September,
1996, by and among CELERITY SYSTEMS, INC., a corporation organized and existing under the laws of the
State of Tennessee, United States of America ("Licensor") and ENKAY TELECOM CO., LTD, a corporation
organized and existing under the laws of the Republic of Korea ("Licensee").
WHEREAS, Licensor is engaged in the development, manufacture and licensing of hardware, software, systems
and equipment used in the interactive digital cable television business, including its next generation set-top box unit
called the "Topper 4000" (the "Product"); and
WHEREAS, Licensee is in the business of manufacturing and selling various types of consumer electronic
equipment and desires to manufacture and distribute the Product in the Republic of Korea and elsewhere; and
WHEREAS, the parties executed a Memorandum of Understanding dated June 14, 1996 (the "Memorandum"),
evidencing their intention to enter into a definitive Agreement granting license rights to Licensee as described
NOW, THEREFORE, in consideration of the terms, covenants and conditions contained herein, the parties
hereto mutually agree as follows:
1. Manufacture and Distribution Rights.
(a) Licensor hereby grants to Licensee, and Licensee hereby accepts, the right and license to manufacture and
sell the Product on the terms and conditions set forth herein. Licensor hereby grants to Licensee, and Licensee
hereby accepts, a license, in and to technology, know-how and intellectual property rights related to the Product
(the "Technology") necessary to and solely for the purpose of manufacture and sale of the Product.
(b) The license granted hereby may not be transferred or sublicensed by Licensee, but shall extend to any wholly-
owned subsidiaries and divisions of Licensee. Licensee shall be responsible for the compliance by each such
subsidiary and division with the terms and provisions of this Agreemen